AMERICAN SKANDIA LIFE ASSURAN CORP VAR ACC B CLASS 2 SUB ACC
485BPOS, 1996-04-29
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           Filed with the Securities and Exchange Commission on April 29, 1996


Registration No.  33-56770                   Investment Company Act No. 811-8248
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM N-4

   
             Registration Statement under The Securities Act of 1933
                         Post-effective Amendment No. 6
                                     and/or
         Registration Statement under The Investment Company Act of 1940
    

         AMERICAN SKANDIA LIFE ASSURANCE CORPORATION VARIABLE ACCOUNT B
                             (CLASS 2 SUB-ACCOUNTS)
                           (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. PATRICIA PAEZ, CORPORATE SECRETARY
                 One Corporate Drive, Shelton, Connecticut 06484
               (Name and Address of Agent for Service of Process)

                                    Copy To:

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

                Approximate Date of Proposed Sale to the Public:

     MAY 1, 1996 OR AS SOON AS PRACTICABLE  FOLLOWING 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 1, 1996 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>
====================================================================================================================================
        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
- ------------------------------------------------------------------------------------------------------------------------------------
   <S>                              <C>                  <C>                        <C>                    <C> 
   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 1995 was filed within 60 days
of the close of the fiscal year.
================================================================================
WFee

                  CROSS REFERENCE SHEET PURSUANT TO RULE 495(a)

<TABLE>
<CAPTION>
<S>      <C>                                                                                             <C>
         N-4 Item No.                                                                                    Prospectus Heading

1.       Cover Page                                                                                              Cover Page

2.       Definitions                                                                                            Definitions

3.       Synopsis or Highlights                                                                                  Highlights

4.       Condensed Financial Information                                       Condensed Financial Information, Advertising

5.       General Description of Registrant, Depositor                   Investment Options, Investment Allocation Services,
         and Portfolio Companies                                Operations of the Separate Account, The Company, Appendix A

6.       Deductions                                                Charges Assessable Against the Annuity, Charges Assessed
                                                                 Against The Assets, Charges of the Underlying Mutual Funds

7.       General Description of Variable Annuity Contracts                       Purchasing Annuities, Rights, Benefits and
                                                                                                     Services, Modification

8.       Annuity Period                                                                                    Annuity Payments

9.       Death Benefit                                                                                        Death Benefit

10.      Purchases and Contract Value                                                   Purchasing Annuities, Account Value

11.      Redemptions                        Distributions, Pricing of Transfers and Distributions, Deferral of Transactions

12.      Taxes                                                                       Investment Allocation Services Charge,
                                                                                                 Certain Tax Considerations


13.      Legal Proceedings                                                                                Legal Proceedings

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

                                                                                                                SAI Heading

15.      Cover Page                                                                     Statement of Additional Information

16.      Table of Contents                                                                                Table of Contents

17.      General Information and History                                                      General Information Regarding
                                                                                American Skandia Life Assurance Corporation

18.      Services                                                                                      Independent Auditors

19.      Purchase of Securities Being Offered                                       Noted in Prospectus under Sales Charge,
                                                                             Exchange Contracts, Breakpoints, Bank Drafting
                                                                                                  and Sale of the Annuities

                                   (Continued)


<PAGE>


                  CROSS REFERENCE SHEET PURSUANT TO RULE 495(a)

         N-4 Item No.                                                                                           SAI Heading

20.      Underwriters                                                                                 Principal Underwriter

21.      Calculation of Performance Data                                                    Calculation of Performance Data

22.      Annuity Payments                                                        Noted in Prospectus under Annuity Payments

23.      Financial Statements                                                                          Financial Statements

                                                                                                             Part C Heading

24.      Financial Statements and Exhibits                                                Financial Statements and Exhibits

25.      Directors and Officers of the Depositor                                    Directors and Officers of the Depositor

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



                                                       


This  Prospectus  describes a type of variable  annuity  (the  "Annuity")  being
offered by American Skandia Life Assurance  Corporation  ("we",  "our" or "us"),
One Corporate Drive, Shelton, Connecticut,  06484. This flexible premium Annuity
may be offered as interests in a group annuity or as individual  contracts.  The
Table of Contents is on Page 4. Definitions applicable to this Prospectus are on
Page 6. The highlights of this offering are described  beginning on Page 8. This
Prospectus  contains a detailed discussion of matters you should consider before
purchasing  this Annuity.  A Statement of Additional  Information has been filed
with the  Securities  and Exchange  Commission.  It is available from us without
charge upon request. The contents of the Statement of Additional Information are
described on Page [ ]. The Annuity or certain of its investment  options may not
be  available  in all  jurisdictions.  Various  rights and  benefits  may differ
between jurisdictions to meet applicable laws and/or regulations.

A Purchase Payment for this Annuity may be assessed all or some of the following
charges,  if  applicable:  (a)  a  sales  charge  (see  "Sales  Charge");  (b) a
maintenance  fee  (see  "Maintenance  Fee");  and  (c) a tax  charge  (see  "Tax
Charges").  It is then allocated to the investment options you select, except in
certain  jurisdictions  where  allocations  of  initial  Purchase  Payments  are
temporarily  allocated to the AST Money Market 2 Sub-account (see "Allocation of
Your Initial Net Purchase Payment").  However, Purchase Payments received during
the  "free-look"  period may be allocated to other  Sub-accounts  under  certain
conditions (see "Allocation of Net Purchase Payments"). You may transfer Account
Value between  investment  options (see "Investment  Options" and  "Transfers").
Account  Value may be  distributed  as  periodic  annuity  payments in a "payout
phase".  Such  annuity  payments  can  be  guaranteed  for  life  (see  "Annuity
Payments").  During  the  "accumulation  phase"  (the  period  before any payout
phase),  you may surrender the Annuity for its Account Value or make withdrawals
(see "Distributions"). Such distributions may be subject to tax, including a tax
penalty.  A death  benefit  may be payable  during the  accumulation  phase (see
"Death Benefit").

   
Account Value increases or decreases daily to reflect investment performance and
the deduction of charges. No minimum amount is guaranteed (see "Account Value").
The  investment  options,  which we may  change,  are  Class 2  Sub-accounts  of
American  Skandia  Life  Assurance  Corporation  Variable  Account B  ("Separate
Account B") (see  "Operations  of the Separate  Account").  Various  charges are
assessed  against  the  assets in the  Sub-accounts.  Each  Sub-account  invests
exclusively in an underlying  mutual fund or a portfolio of an underlying mutual
fund. As of the date of this  Prospectus,  the underlying  mutual funds (and the
portfolios  of such  underlying  mutual  funds  in  which  Sub-accounts  offered
pursuant to this Prospectus  invest) are: (a) American Skandia Trust (portfolios
- - JanCap Growth, Lord Abbett Growth and Income, Seligman Henderson International
Equity, Seligman Henderson International Small Cap, AST Money Market,  Federated
Utility Income,  Federated High Yield, AST Phoenix Balanced Asset, T. Rowe Price
Asset  Allocation,  T. Rowe Price  International  Equity,  T. Rowe Price Natural
Resources,  T. Rowe Price  International  Bond,  Founders Capital  Appreciation,
INVESCO Equity  Income,  PIMCO Total Return Bond,  PIMCO Limited  Maturity Bond,
Berger  Capital  Growth and Robertson  Stephens  Value + Growth);  (b) The Alger
American Fund (portfolios - Growth,  Small  Capitalization,  MidCap Growth); (c)
Neuberger & Berman Advisers  Management  Trust  (portfolio - Partners);  and (d)
Montgomery Variable Series (portfolio - Emerging Markets).
    
       

The  Annuity  is  designed  to be  used  with  investment  allocation  services.
Providers  of  such  services  assist  you in  making  allocation  and  transfer
decisions,  or are engaged by you to make  allocation and transfer  decisions on
your behalf.  You should consider whether such services are appropriate for your
needs.
                                                   (continued on page 2)

- --------------------------------------------------------------------------------
THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION OR
ANY STATE  SECURITIES  COMMISSION  PASSED UPON THE  ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

          PLEASE READ THIS PROSPECTUS AND KEEP IT FOR FUTURE REFERENCE.
- --------------------------------------------------------------------------------
                   FOR FURTHER INFORMATION CALL 1-800-752-6342
                         Prospectus Dated: May 1, 1996
       Statement of Additional Information Dated:    May 1, 1996

AC-PROS (05/96)


We guarantee fixed annuity  payments.  We also guarantee any adjustable  annuity
payments we may make available (see "Annuity Payments").

Taxes on gains during the accumulation  phase may be deferred until you begin to
take  distributions  from your Annuity.  Distributions  before age 59 1/2 may be
subject to a tax penalty. In the payout phase, a portion of each annuity payment
may be  treated as a return of your  "investment  in the  contract"  until it is
completely  recovered.  Transfers between  investment options are not subject to
taxation.  The Annuity may also qualify for special tax treatment  under certain
Sections of the Code,  including,  but not limited to,  Sections 401, 403 or 408
(see "Certain Tax Considerations").

   
Purchase  Payments under these  Annuities are not deposits or obligations of, or
guaranteed  or  endorsed  by,  any bank or bank  subsidiary,  are not  federally
insured by the Federal Deposit Insurance Corporation, the Federal Reserve Board,
or any other agency and are not insured by the  Securities  Investor  Protection
Corporation  ("SIPC") as to the loss of the principal amount invested.  Purchase
Payments are subject to investment risks, including possible loss of principal.
    


<PAGE>







                       (This page has been purposely left blank.)


<PAGE>


<TABLE>
<CAPTION>
                                                     TABLE OF CONTENTS
<S>                                                                                                                       <C>
DEFINITIONS................................................................................................................6
HIGHLIGHTS.................................................................................................................8
AVAILABLE INFORMATION......................................................................................................9
CONTRACT EXPENSE SUMMARY..................................................................................................10
EXPENSE EXAMPLES..........................................................................................................12
CONDENSED FINANCIAL INFORMATION...........................................................................................13
   Unit Prices And Numbers of Units.......................................................................................13
   Yields On Money Market Sub-Account.....................................................................................15
INVESTMENT OPTIONS........................................................................................................15
INVESTMENT ALLOCATION SERVICES............................................................................................16
OPERATIONS OF THE SEPARATE ACCOUNT........................................................................................17
INSURANCE ASPECTS OF THE ANNUITY..........................................................................................17
CHARGES ASSESSABLE AGAINST THE ANNUITY....................................................................................17
   Sales Charge...........................................................................................................17
   Maintenance Fee........................................................................................................18
   Tax Charges............................................................................................................18
   Transfer Fee...........................................................................................................18
   Allocation Of Annuity Charges..........................................................................................18
CHARGES ASSESSED AGAINST THE ASSETS.......................................................................................18
   Administration Charge..................................................................................................18
   Mortality and Expense Risk Charges.....................................................................................19
CHARGES OF THE UNDERLYING MUTUAL FUNDS....................................................................................19
PURCHASING ANNUITIES......................................................................................................19
   Uses Of The Annuity....................................................................................................19
   Application And Initial Payment........................................................................................20
   Bank Drafting..........................................................................................................20
   Periodic Purchase Payments.............................................................................................20
   Right to Return the Annuity............................................................................................20
   Allocation of Net Purchase Payments....................................................................................20
   Owner, Annuitant and Beneficiary Designations..........................................................................21
ACCOUNT VALUE.............................................................................................................21
RIGHTS, BENEFITS AND SERVICES.............................................................................................22
   Additional Purchase Payments...........................................................................................22
   Changing Revocable Designations........................................................................................22
   Allocation Rules.......................................................................................................22
   Transfers..............................................................................................................22
     Dollar Cost Averaging................................................................................................23
   Rebalancing............................................................................................................23
   Distributions..........................................................................................................24
     Surrender............................................................................................................24
     Partial Withdrawals..................................................................................................24
     Systematic Withdrawals...............................................................................................24
     Minimum Distributions................................................................................................24
     Death Benefit........................................................................................................24
     Annuity Payments.....................................................................................................25
     Qualified Plan Withdrawal Limitations................................................................................26
   Pricing of Transfers and Distributions.................................................................................27
   Voting Rights..........................................................................................................27
   Transfers, Assignments or Pledges......................................................................................28
   Reports to You.........................................................................................................28
THE COMPANY...............................................................................................................28
SALE OF THE ANNUITIES.....................................................................................................28
   Distribution...........................................................................................................29
   Advertising............................................................................................................29
CERTAIN TAX CONSIDERATIONS................................................................................................29
   Our Tax Considerations.................................................................................................30
   Tax Considerations Relating to Your Annuity............................................................................30
     Non-natural Persons..................................................................................................30
     Natural Persons......................................................................................................30
     Distributions........................................................................................................30
     Assignments and Pledges..............................................................................................30
     Penalty on Distributions.............................................................................................31
     Annuity Payments.....................................................................................................31
     Gifts................................................................................................................31
     Tax Free Exchanges...................................................................................................31
     Transfers Between Investment Options.................................................................................31
     Generation-Skipping Transfers........................................................................................32
     Diversification......................................................................................................32
     Federal Income Tax Withholding.......................................................................................32
   Tax Considerations When Using Annuities in Conjunction with Qualified Plans............................................32
     Individual Retirement Programs.......................................................................................32
     Tax Sheltered Annuities..............................................................................................32
     Corporate Pension and Profit-sharing Plans...........................................................................33
     H.R. 10 Plans........................................................................................................33
     Tax Treatment of Distributions from Qualified Annuities..............................................................33
     Section 457 Plans....................................................................................................33
OTHER MATTERS.............................................................................................................33
   Deferral of Transactions...............................................................................................33
   Resolving Material Conflicts...........................................................................................33
   Modification...........................................................................................................34
   Misstatement of Age or Sex.............................................................................................34
   Ending the Offer.......................................................................................................34
   Legal Proceedings......................................................................................................34
CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION.......................................................................34
APPENDIX A  SHORT DESCRIPTIONS OF THE UNDERLYING MUTUAL FUNDS' PORTFOLIO INVESTMENT OBJECTIVES AND POLICIES...............36
</TABLE>



<PAGE>


     DEFINITIONS:  The  following are key terms used in this  Prospectus.  Other
terms are defined in this Prospectus as they appear.

ACCOUNT  VALUE is the value of each  allocation  to a  Sub-account  prior to the
Annuity  Date,  plus any  earnings,  and/or less any losses,  distributions  and
charges thereon.  Account Value is determined  separately for each  Sub-account,
and then totaled to determine Account Value for your entire Annuity.

ADVISOR  is a person or entity:  (a)  registered  as such  under the  Investment
Advisers  Act of 1940  and,  where  applicable,  under  equivalent  state law or
regulation regarding the registration and regulation of investment advisors;  or
(b) that may  provide  investment  advisory  services  but is  exempt  from such
registration.

ANNUITANT is the person upon whose life your Annuity is written.

ANNUITY is the type of annuity being offered pursuant to this Prospectus.  It is
also,  if issued,  the  certificate  evidencing  your  participation  in a group
annuity or an individual annuity contract.  It also represents an account we set
up and maintain to track our obligations to you.

ANNUITY DATE is the date annuity payments are to commence.

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

APPLICATION  is the enrollment  form or  application  form we may require you to
submit for an Annuity.

BENEFICIARY is a person designated as the recipient of the death benefit.

CODE is the Internal Revenue Code of 1986, as amended from time-to-time.

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

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

ISSUE DATE is the effective date of your Annuity.

MINIMUM  DISTRIBUTIONS  are minimum  amounts that must be distributed  each year
from an Annuity if used in relation to certain qualified plans under the Code.

NET PURCHASE  PAYMENT is a Purchase  Payment less any  applicable  sales charge,
initial maintenance fee and/or charge for taxes.

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

OWNER is either an eligible entity or person named as having ownership rights in
relation  to an Annuity  issued as an  individual  contract.  An Annuity  may be
issued as a certificate  evidencing interest in a group annuity contract. If so,
the rights, benefits and requirements of and the events relating to an Owner, as
described in this Prospectus,  will be the rights,  benefits requirements of and
events  relating to the person or entity  designated as the  participant in such
certificate.

PURCHASE  PAYMENT is a cash  consideration  you give to us for  certain  rights,
privileges and benefits provided under an Annuity according to its terms.

SUB-ACCOUNT  is a  division  of  Separate  Account  B.  We use  Sub-accounts  to
calculate  variable  benefits under this Annuity and certain other  annuities we
offer.

SYSTEMATIC  WITHDRAWAL is one of a plan of periodic withdrawals of Account Value
during the accumulation phase. Such a plan is subject to our rules.

UNIT is a measure used to calculate your Account Value in a Sub-account prior to
the Annuity Date.

UNIT  PRICE is used for  calculating:  (a) the  number of Units  allocated  to a
Sub-account;  and (b) the value of transactions  into or out of a Sub-account or
benefits based on Account Value in a Sub-account prior to the Annuity Date. Each
Sub-account  has its own Unit  Price  which will vary each  Valuation  Period to
reflect the investment experience of that Sub-account.

VALUATION  DAY is every day the New York Stock  Exchange  is open for trading or
any other day that the Securities and Exchange  Commission requires mutual funds
or unit investment trusts to be valued.

VALUATION  PERIOD is the period of time between the close of business of the New
York Stock Exchange on successive Valuation Days.

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

"You" or "your" means the Owner.


HIGHLIGHTS:  The  following  are only the  highlights  of the Annuity being
offered pursuant to this Prospectus.  A more detailed  description follows these
highlights.


     (1)......Investment Options: We currently offer multiple investment options
in the  accumulation  phase.  Each  of  these  investment  options  is a Class 2
Sub-account of Separate  Account B. Each Sub-account  invests  exclusively in an
underlying  mutual  fund  or a  portfolio  of an  underlying  mutual  fund.  The
underlying  mutual fund portfolios are managed by various  investment  advisors,
and  in  certain  cases,  various  sub-advisors.  A  short  description  of  the
investment  objectives  and policies is found in Appendix A. Certain  investment
options may not be available in all jurisdictions.

   
As of the  date of  this  Prospectus,  the  underlying  mutual  funds  (and  the
portfolios  of such  underlying  mutual  funds  in  which  Sub-accounts  offered
pursuant to this Prospectus  invest) are: (a) American Skandia Trust (portfolios
- - JanCap Growth, Lord Abbett Growth and Income, Seligman Henderson International
Equity, Seligman Henderson International Small Cap, AST Money Market,  Federated
Utility Income,  Federated High Yield, AST Phoenix Balanced Asset, T. Rowe Price
Asset  Allocation,  T. Rowe Price  International  Equity,  T. Rowe Price Natural
Resources,  T. Rowe Price  International  Bond,  Founders Capital  Appreciation,
INVESCO Equity  Income,  PIMCO Total Return Bond,  PIMCO Limited  Maturity Bond,
Berger  Capital  Growth and Robertson  Stephens  Value + Growth);  (b) The Alger
American Fund (portfolios - Growth,  Small  Capitalization,  MidCap Growth); (c)
Neuberger & Berman Advisers  Management  Trust  (portfolio - Partners);  and (d)
Montgomery Variable Series (portfolio - Emerging Markets).
    

     (2)......Operations of the Separate Account: In the accumulation phase, the
assets  supporting the Account Values maintained in the Sub-accounts are held in
our  Separate  Account B. These  Sub-accounts  are all Class 2  Sub-accounts  of
Separate  Account B. Values and  benefits  based on these  Sub-accounts  are not
guaranteed  and will  vary with the  investment  performance  of the  underlying
mutual fund portfolios.  In the payout phase,  fixed annuity  payments,  and any
adjustable annuity payments we may make available, are guaranteed by our general
account.  For more  information,  see the  section  entitled  Operations  of the
Separate Account.

     (3)......Insurance  Aspects of the Annuity: There are insurance risks which
we bear in  relation  to the  Annuity.  For more  information,  see the  section
entitled Insurance Aspects of the Annuity.

     (4)......Charges  Assessable Against the Annuity: The Annuity charges which
may be assessable under certain  circumstances are a sales charge, a maintenance
fee,  a charge  for  taxes and a  transfer  fee.  These  charges  are  allocated
according to our rules.  We may also charge for certain  special  services.  For
more  information,  see the  section  entitled  Charges  Assessable  Against the
Annuity, including the following subsections:  (a) Sales Charge; (b) Maintenance
Fee; (c) Tax Charges; (d) Transfer Fee; and (e) Allocation of Annuity Charges.

     (5)......Charges  Assessed Against the Assets: The charges assessed against
assets in the  Sub-accounts  are the  administration  charge,  the mortality and
expense risk charges and the investment  allocation  services  charge.  For more
information,  see the  section  entitled  Charges  Assessed  Against the Assets,
including  the  following  subsections:   (a)  Administration  Charge;  and  (b)
Mortality and Expense Risk Charges.

     (6)......Charges  Of The Underlying  Mutual Funds:  Each underlying  mutual
fund  portfolio  assesses  various  charges,  including  charges for  investment
management and investment  advisory fees. These charges generally differ between
portfolios within an underlying mutual fund. You will find additional details in
the fund prospectuses and statements of additional information.

   
     (7)......Purchasing  Annuities:  Annuities are available for multiple uses,
including as a funding vehicle for various retirement programs which qualify for
special  treatment  under  the  Code.  We  may  require  a  properly   completed
Application,  an acceptable Purchase Payment, and any other materials we require
under our underwriting  rules before we agree to issue an Annuity.  You have the
right to return an Annuity within a "free-look"  period if you are not satisfied
with it. In most  jurisdictions,  the  initial  Purchase  Payment  is  allocated
according to your  instructions.  In  jurisdictions  that require a  "free-look"
provision  such that, if the Annuity is returned under that  provision,  we must
return at least your Purchase  Payments  less any  withdrawals,  we  temporarily
allocate the initial Purchase Payment and any other Purchase  Payments  received
during  the  "free-look"  period to the AST Money  Market 2  Sub-account.  Where
permitted by law in such jurisdictions,  we will allocate such Purchase Payments
according to your instructions without any temporary allocation to the AST Money
Market 2 Sub-account,  if you execute a return waiver. Certain designations must
be made,  including an Owner and an  Annuitant.  You also may make certain other
designations that apply to the Annuity if issued.  These designations  include a
contingent  Owner,  a  Contingent  Annuitant,  a  Beneficiary,  and a contingent
Beneficiary.  See the  section  entitled  Purchasing  Annuities,  including  the
following  subsections:  (a) Uses of the Annuity;  (b)  Application  and Initial
Payment; (c) Periodic Purchase Payments;  (d) Bank Drafting; (e) Right to Return
the Annuity; (f) Allocation of Net Purchase Payments;  and (g) Owner,  Annuitant
and Beneficiary Designations.
    

     (8)......Account  Value:  In the  accumulation  phase your  Annuity  has an
Account  Value.  Your total Account Value as of a particular  date is the sum of
your Account Value in each Sub-account.  To determine your Account Value in each
Sub-account, we multiply the Unit Price as of the Valuation Period for which the
calculation is being made times the number of Units  attributable to you in that
Sub-account as of that Valuation Period.  For more information,  see the section
entitled Account Value.

   
     (9)......Rights,  Benefits  and  Services:  You have a number of rights and
benefits  under an Annuity once issued.  We also  currently  provide a number of
services to Owners. These rights,  benefits and services are subject to a number
of rules and conditions.  These rights,  benefits and services include,  but are
not  limited  to,  those  described  in this  Prospectus.  We accept  additional
Purchase Payments during the accumulation  phase.  Additional  Purchase Payments
may be made using bank drafting.  We support certain Periodic Purchase Payments,
subject to our rules.  You may change revocable  designations.  You may transfer
Account Values between investment options. Transfers in excess of 12 per Annuity
Year are  subject  to a fee.  We  offer  dollar  cost  averaging  and may  offer
rebalancing  during the  accumulation  phase (see  "Dollar Cost  Averaging"  and
"Rebalancing"). During the accumulation phase, surrender and partial withdrawals
are available.  In the accumulation  phase we offer Systematic  Withdrawals and,
for Annuities used in qualified  plans,  Minimum  Distributions.  We offer fixed
annuity options,  and may offer adjustable  annuity options,  that can guarantee
payments for life. In the  accumulation  phase,  a death benefit may be payable.
You may  transfer  or assign  your  Annuity,  unless  such rights are limited in
conjunction  with certain uses of the Annuity.  You may exercise  certain voting
rights  in  relation  to the  underlying  mutual  fund  portfolios  in which the
Sub-accounts invest. You have the right to receive certain reports periodically.
    

For  additional  information,  see the section  entitled  Rights,  Benefits  and
Services including the following subsections:  (a) Additional Purchase Payments;
(b) Bank Drafting;  (c) Changing Revocable  Designations;  (d) Allocation Rules;
(e) Transfers;  (f) Dollar Cost Averaging;  (g) Rebalancing;  (h)  Distributions
(including:   (i)  Surrender;   (ii)  Partial   Withdrawals;   (iii)  Systematic
Withdrawals;  (iv)  Minimum  Distributions;  (v)  Death  Benefit;  (vi)  Annuity
Payments;  and (vii)  Qualified  Plan  Withdrawal  Limitations);  (i) Pricing of
Transfers and Distributions;  (j) Voting Rights; (k) Transfers,  Assignments and
Pledges; and (l) Reports to You.

     (10).....The  Company:  American  Skandia Life  Assurance  Corporation is a
wholly owned  subsidiary of American  Skandia  Investment  Holding  Corporation,
whose  indirect  parent is Skandia  Insurance  Company  Ltd.  Skandia  Insurance
Company Ltd. is a Swedish company that holds a number of insurance  companies in
many countries.  The  predecessor to Skandia  Insurance  Company Ltd.  commenced
operations in 1855. For more information, see the section entitled The Company.

   
     AVAILABLE  INFORMATION:  A Statement of Additional Information is available
from us without  charge upon  request by filling in the coupon at the end of the
Prospectus  and  sending it (or a written  request)  to  American  Skandia  Life
Assurance  Corporation,  Concierge  Desk,  P.O. Box 883,  Shelton,  CT 06484. It
includes  further  information,  as described in the section of this  Prospectus
entitled "Contents of the Statement of Additional  Information." This Prospectus
and the  Statement  of  Additional  information  are  part  of the  registration
statement we filed with the Securities and Exchange Commission ("SEC") regarding
this  offering.  Additional  information on us and this offering is available in
this registration  statement 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 the exhibits  thereto at the SEC's public reference
facilities at the above address,  Rm. 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.
    

     CONTRACT EXPENSE SUMMARY:  The summary provided below includes  information
regarding  the  expenses  for your  Annuity,  for the  Sub-accounts  and for the
underlying  mutual fund  portfolios.  More detail  regarding the expenses of the
underlying  mutual fund portfolios may be found either in the  prospectuses  for
the  underlying  mutual funds or, when  available,  in the annual report of such
mutual funds

   
The  expenses  of our  Sub-accounts  (not those of the  underlying  mutual  fund
portfolios  in which  our  Sub-accounts  invest)  are the same no  matter  which
Sub-account you choose. Therefore,  these expenses are only shown once below. In
certain states, premium taxes may be applicable.
    

<TABLE>
<CAPTION>
 .........Your Transaction Expenses
 .........
<S>                                                        <C>                            
Sales Charge                                               Maximum of 1.50% of each Purchase Payment.

Maintenance Fee                                            Smaller of $35 or 2% of:  (a) the initial Purchase Payment; and (b) each
                                                           Annuity Year after the first, the Account Value.  It applies to the
                                                           initial Purchase Payment only if such Purchase Payment is less than 
                                                           $50,000.  It is assessed as of the first
                                                           Valuation Period of each Annuity Year after the first only
                                                           if, at that time, the Account Value of the Annuity is less than $50,000.

Tax Charges                                                Dependent on the requirements of the applicable jurisdiction.

Transfer Fee                                               $10 for each transfer after the twelfth in any Annuity Year.


     Annual Expenses of the  Sub-accounts  (as a percentage of average daily net assets)

Mortality and Expense Risk Charges                                                                                    0.65%
Administration Charge                                                                                                 0.25%

Total Annual Expenses of the Sub-accounts                                                                             0.90%
</TABLE>

The  Annuity  was  designed  initially  to be used  with  investment  allocation
services  provided  by an  Advisor.  From the date of the  initial  offering  on
November  16,  1993 until July 1, 1994 a 1.00%  investment  allocation  services
charge was assessed against the Sub-accounts.  As of July 1, 1994 the investment
allocation  services charge is no longer assessed against the Sub-accounts.  The
expense information in the table has been restated to reflect current fees.


<PAGE>

     Underlying  Mutual Fund  Portfolio  Annual  Expenses  (as a  percentage  of
average net assets)

"N/A"  shown  below  indicates  that no  entity  has  agreed  to  reimburse  the
particular expense  indicated.  "+" indicates that no reimbursement was provided
in 1995,  but that  underlying  mutual  fund has  indicated  to us that  current
arrangements (which may change) provide for reimbursement.
<TABLE>
<CAPTION>
<S>                                   <C>              <C>            <C>            <C>             <C>            <C>
                                         Manage-         Manage-                                        Total          Total
                                          ment            ment           Other          Other          Annual         Annual
                                           Fee             Fee         Expenses       Expenses        Expenses       Expenses
                                          after          without         after         without          after         without
                                           any             any            any            any             any            any
                                       applicable      applicable     applicable     applicable      applicable     applicable
                                       reimburse-      reimburse-     reimburse-     reimburse-      reimburse-     reimburse-
                                          ment            ment           ment           ment            ment           ment
- ----------------------------------------------------------------------------------------------------------------------------
American Skandia Trust
  JanCap Growth                            N/A            0.90%            +            0.22%             +            1.12%
  Lord Abbett Growth
    and Income                             N/A            0.75%            +            0.24%             +            0.99%
  Seligman Henderson
    International Equity                  0.90%           1.00%          0.27%          0.27%           1.17%          1.27%
  Seligman Henderson
    International Small Cap(1)             N/A            1.00%            +            0.46%             +            1.46%
  Federated Utility
    Income                                 N/A            0.75%            +            0.18%             +            0.93%
  Federated High Yield                     N/A            0.75%            +            0.36%             +            1.11%
  T. Rowe Price
    Asset Allocation                       N/A            0.85%          0.40%          0.44%           1.25%          1.29%
  T. Rowe Price
     International Equity                  N/A            1.00%            +            0.33%             +            1.33%
  T. Rowe Price
     Natural Resources(1)                  N/A            0.90%          0.45%          0.90%           1.35%          1.80%
  T. Rowe Price
     International Bond(2)                 N/A            0.80%            +            0.53%             +            1.33%
  Founders Capital Appreciation            N/A            0.90%            +            0.32%             +            1.22%
  INVESCO Equity Income                    N/A            0.75%            +            0.23%             +            0.98%
  PIMCO Total Return Bond                  N/A            0.65%            +            0.24%             +            0.89%
  PIMCO Limited Maturity Bond(1)           N/A            0.65%            +            0.24%             +            0.89%
  AST Phoenix Balanced Asset               N/A            0.75%            +            0.19%             +            0.94%
  AST Money Market                        0.45%           0.50%          0.15%          0.22%           0.60%          0.72%
  Berger Capital Growth                    N/A            0.75%            +            0.42%             +            1.17%
  Robertson Stephens Value + Growth(3)     N/A            1.00%            +            0.45%             +            1.45%

The Alger American Fund
  Growth                                   N/A            0.75%            +            0.10%             +            0.85%
  Small Capitalization                     N/A            0.85%            +            0.07%             +            0.92%
  MidCap Growth                            N/A            0.80%            +            0.10%             +            0.90%

Neuberger & Berman Advisers
    Management Trust
  Partners(4)                              N/A            0.85%            +            0.30%             +            1.15%

Montgomery Variable Series
  Emerging Markets(5)                      N/A            1.25%            +            .50%              +            1.75%
</TABLE>

   
(1) These  portfolios  commenced  operation on May 1, 1995,  therefore  expenses
shown are  annualized  and should  not be  considered  representative  of future
expenses; actual expenses may be greater than shown.

(2) The  Portfolio  was formerly  known as the "AST Scudder  International  Bond
Portfolio" and was managed by American Skandia Investment Services, Incorporated
("ASISI"),  as investment  manager,  and was  sub-advised  by Scudder,  Steven &
Clark, as sub-advisor, for a total fee payable at the annual rate of 1.0% of the
Portfolio's  average  daily net  assets.  As of May 1, 1996,  the  Portfolio  is
managed by ASISI, as investment  manager,  and sub-advised by Rowe Price-Fleming
International,  Inc., as sub-advisor, for a total fee payable at the annual rate
of .80 of 1.0% of the Portfolio's  average daily net assets.  The Management Fee
has been  restated  to reflect  the  current  Management  Fee. As of May 1, 1996
various  changes  have been made to the  Portfolio's  investment  objective  and
fundamental and non-fundamental investment restrictions.

(3) This portfolio commenced operation on May 1, 1996,  therefore expenses shown
are estimated and  annualized  and should not be  considered  representative  of
future expenses; actual expenses may be greater than shown.

(4) The "Management Fee" includes the aggregate of  administration  fees paid by
the  Partners  Portfolio of the  Neuberger & Berman  Advisers  Management  Trust
("AMT")  and  the  management  fees  paid by the  Series  of AMT in  which  that
Portfolio  invests,  and "Other  Expenses"  include  all other  expenses  of the
Portfolio and the corresponding  Series. (See "Expenses" in the AMT prospectus).
The Management Fee has been restated to reflect current expenses.

(5) This portfolio commenced  operation on February 2, 1996,  therefore expenses
shown are estimated and annualized  and should not be considered  representative
of future expenses; actual expenses may be greater than shown.

The underlying mutual fund portfolio  information was provided by the underlying
mutual funds. The Company has not independently verified such information.
    
The expenses of the underlying mutual fund portfolios either are currently being
partially  reimbursed or may be partially  reimbursed in the future.  Management
Fees,  Other  Expenses  and Total Annual  Expenses are provided  above on both a
reimbursed and not reimbursed  basis,  if applicable.  See the  prospectuses  or
statements of additional information of the underlying mutual funds for details.

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

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

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

         Examples (amounts shown are rounded to the nearest dollar)

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  $50,000 and at the  beginning of
each  Annuity  Year  your  Account  Value  is  $50,000  or  higher,  so that the
maintenance fee does not apply:

<TABLE>
<CAPTION>
Sub-Accounts                                                                            After:
<S>                                                                <C>             <C>               <C>             <C>    
                                                                   1 yr.           3 yrs.            5 yrs.          10 yrs.

JanCap Growth 2                                                      35               78               123              247
LA Growth and Income 2                                               34               74               117              235
Seligman Henderson International Equity 2                            36               79               125              252
Seligman Henderson International Small Cap 2                         39               88               140              282
AST Money Market 2                                                   30               62                96              193
Fed Utility Inc 2                                                    33               72               113              226
Fed High Yield 2                                                     35               77               122              245
AST Phoenix Balanced Asset 2                                         34               73               114              229
T. Rowe Price Asset Allocation 2                                     37               82               130              262
T. Rowe Price International Equity 2                                 38               85               134              269
T. Rowe Price Natural Resources 2                                    38               85               135              272
T. Rowe Price International Bond 2                                   38               85               134              269
Founders Capital Appreciation 2                                      36               81               128              258
INVESCO Equity Income 2                                              34               74               116              233
PIMCO Total Return Bond 2                                            33               71               111              223
PIMCO Limited Maturity  Bond 2                                       33               71               111              223
Berger Capital Growth 2                                              36               79               125              252
RS Value + Growth 2                                                  39               88               140              282
AA Growth 2                                                          33               70               109              219
AA Small Capitalization 2                                            33               72               113              226
AA MidCap Growth 2                                                   33               71               112              225
NB Partners 2                                                        36               79               125              251
MV Emerging Markets 2                                                42               97               155              311

If your initial  Purchase  Payment is below $50,000 and at the beginning of each
Annuity Year your Account Value is below $50,000,  so that the  maintenance  fee
applies:

Sub-Accounts                                                                               After:
                                                                  1 yr.           3 yrs.            5 yrs.          10 yrs.

JanCap Growth 2                                                      37               82               130              261
LA Growth and Income 2                                               36               79               124              247
Seligman Henderson International Equity 2                            37               84               133              266
Seligman Henderson International Small Cap 2                         40               92               147              295
AST Money Market 2                                                   32               67               104              206
Fed Utility Inc 2                                                    35               77               121              243
Fed High Yield 2                                                     37               82               130              260
AST Phoenix Balanced Asset 2                                         35               77               121              243
T. Rowe Price Asset Allocation 2                                     38               86               137              274
T. Rowe Price International Equity 2                                 39               89               141              283
T. Rowe Price Natural Resources 2                                    39               89               142              284
T. Rowe Price International Bond 2                                   39               89               141              283
Founders Capital Appreciation 2                                      38               85               135              272
INVESCO Equity Income 2                                              35               78               123              246
PIMCO Total Return Bond 2                                            35               76               119              237
PIMCO Limited Maturity Bond 2                                        35               76               119              237
Berger Capital Growth 2                                              37               84               133              266
RS Value + Growth 2                                                  40               92               147              294
AA Growth 2                                                          34               74               116              233
AA Small Capitalization 2                                            35               76               120              240
AA MidCap Growth 2                                                   35               76               119              238
NB Partners 2                                                        37               83               132              264
MV Emerging Markets 2                                                43              101               162              324
</TABLE>

CONDENSED  FINANCIAL  INFORMATION:  The Unit  Prices  and number of Units in the
Sub-accounts are shown below, as is yield  information on the AST Money Market 2
Sub-account.

   
Unit Prices And Numbers of Units:  The following table shows: (a) the Unit Price
as of the dates shown for Units in each of the Class 2 Sub-accounts  of Separate
Account B available prior to the date of this Prospectus  being offered pursuant
to this Prospectus;  and (b) the number of Units outstanding in each 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.
    

No information is shown below for Sub-accounts that had not commenced operations
prior to January 1, 1996.

     Sub-Account and the Year Sub-Account Operations Commenced
<TABLE>
<CAPTION>


                                              LA            Seligman          Seligman
                                            Growth          Henderson         Henderson           AST               Fed
                          JanCap              and         International     International        Money            Utility
                         Growth 2          Income 2         Equity 2         Small Cap 2       Market 2          Income 2
                          (1993)            (1993)           (1993)            (1995)           (1993)            (1993)
                          ------            ------           ------            ------           ------            ------

No. of Units
<S>                     <C>               <C>              <C>               <C>              <C>               <C>    
as of 12/31/95          384,701           498,080          452,589           137,991          968,666           164,976
as of 12/31/94          187,924           238,128          199,313                 0          880,903            86,555
as of 12/31/93           17,956             9,793           12,521                 0           36,093               467

Unit Price
as of 12/31/95           $13.04            $13.04           $11.29            $10.27           $10.70            $11.59
as of 12/31/94             9.54             10.21            10.36                 0            10.23              9.27
as of 12/31/93            10.13             10.13            10.23                 0            10.00             10.10
</TABLE>
<TABLE>
<CAPTION>

                                              AST            T. Rowe           T. Rowe          T. Rowe           T. Rowe
                            Fed             Phoenix           Price             Price            Price             Price
                           High            Balanced           Asset         International      Natural         International
                          Yield 2           Asset 2       Allocation 2        Equity 2        Resources 2         Bond 2
                          (1993)            (1993)           (1993)            (1993)           (1995)            (1993)
                          ------             -----           ------            ------           ------            ------
No. of Units
<S>                     <C>               <C>               <C>              <C>               <C>              <C>
as of 12/31/95          300,107           239,737           89,787           610,851           27,379           127,373
as of 12/31/94          122,508           114,927           74,058           301,423                0            25,171
as of 12/31/93                0             6,185                0                 0                0                 0

Unit Price
as of 12/31/95           $11.32            $12.04           $11.98            $10.44           $11.04            $10.58
as of 12/31/94             9.56              9.91             9.80              9.49                0              9.61
as of 12/31/93                0             10.04                0                 0                0                 0
</TABLE>
<TABLE>
<CAPTION>


                                                              PIMCO             PIMCO
                         Founders           INVESCO           Total            Limited          Berger
                          Capital           Equity           Return           Maturity          Capital             AA
                      Appreciation 2       Income 2          Bond 2            Bond 2          Growth 2          Growth 2
                          (1993)            (1993)           (1993)            (1995)           (1993)            (1993)
                          ------            ------           ------            ------           ------            ------

No. of Units
<S>                     <C>               <C>              <C>               <C>    
as of 12/31/95          221,840           293,340          846,356           399,158           89,474           506,542
as of 12/31/94           96,278           150,719          256,950                 0            3,419           177,825
as of 12/31/93                0                 0                0                 0                0             4,589

Unit Price
as of 12/31/95           $14.04            $12.39           $11.32            $10.41           $12.27            $13.86
as of 12/31/94            10.69              9.62             9.62                 0             9.95             10.26
as of 12/31/93                0                 0                0                 0                0             10.25
</TABLE>
<TABLE>
<CAPTION>
                            AA                AA
                           Small            MidCap             NB
                           Cap 2           Growth 2         Partners 2
                          (1993)            (1993)           (1995)
                           -----            ------           ------

No. of Units
<S>                     <C>               <C>              <C>    
as of 12/31/95          321,334           204,227          230,034
as of 12/31/94          187,387            61,104                0
as of 12/31/93           17,264             3,255                0

Unit Price
as of 12/31/95           $14.22            $14.82           $12.09
as of 12/31/94             9.94             10.36                0
as of 12/31/93            10.55             10.67                0
</TABLE>

The financial  statements of the Class 2 Sub-accounts  being offered to you that
were  available  as  investment  options in 1995 are found in the  Statement  of
Additional Information.

         Yields  On Money Market Sub-Account:
Shown below are the current and effective  yields for a  hypothetical  contract.
The yield is calculated based on the performance of the AST Money Market Class 2
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  charges 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.
<TABLE>
<CAPTION>

<S>                       <C>                        <C>
                          Sub-account                Current Yield                      Effective Yield
                          AST Money Market 2             5.85%                              6.02%
</TABLE>

INVESTMENT OPTIONS: During the accumulation phase, we offer a
number of Sub-accounts as investment options. These are all Class 2 Sub-accounts
of American  Skandia Life Assurance  Corporation  Variable  Account B ("Separate
Account B"). Each of these  Sub-accounts  invests  exclusively in one underlying
mutual fund or mutual  funds  portfolio.  The  Sub-accounts  and the  underlying
mutual fund portfolios in which they invest are as follows:

                 Underlying Mutual Fund: American Skandia Trust
<TABLE>
<CAPTION>
<S>               <C>                                                            <C>     
                  Sub-account                                                      Underlying Mutual Fund Portfolio
   
                  JanCap Growth 2                                                                             JanCap Growth
                  LA Growth and Income 2                                                      Lord Abbett Growth and Income
                  Seligman Henderson International Equity 2                         Seligman Henderson International Growth
                  Seligman Henderson International Small Cap 2                   Seligman Henderson International Small Cap
                  AST Money Market 2                                                                       AST Money Market
                  Fed Utility Inc 2                                                                Federated Utility Income
                  Fed High Yield 2                                                                     Federated High Yield
                  AST Phoenix Balanced Asset 2                                                   AST Phoenix Balanced Asset
                  T. Rowe Price Asset Allocation 2                                           T. Rowe Price Asset Allocation
                  T. Rowe Price International Equity 2                                   T. Rowe Price International Equity
                  T. Rowe Price Natural Resources 2                                         T. Rowe Price Natural Resources
                  T. Rowe Price International Bond 2                                       T. Rowe Price International Bond
                  Founders Capital Appreciation 2                                             Founders Capital Appreciation
                  INVESCO Equity Income 2                                                             INVESCO Equity Income
                  PIMCO Total Return Bond 2                                                         PIMCO Total Return Bond
                  PIMCO Limited Maturity Bond 2                                                 PIMCO Limited Maturity Bond
                  Berger Capital Growth 2                                                             Berger Capital Growth
                  RS Value + Growth 2                                                     Robertson Stephens Value + Growth

                             Underlying Mutual Fund: The Alger American Fund

                  Sub-account                                                      Underlying Mutual Fund Portfolio

                  AA Growth 2                                                                      Growth Portfolio
                  AA Small Capitalization 2                                                    Small Capitalization
                  AA MidCap Growth 2                                                                  MidCap Growth

                            Underlying Mutual Fund: Neuberger & Berman
                                    Advisers Management Trust

                  Sub-account                                                      Underlying Mutual Fund Portfolio

                  NB Partners 2                                                                            Partners

                    Underlying Mutual Fund: Montgomery Mutual Fund Portfolio

                  Sub-account                                                      Underlying Mutual Fund Portfolio

                  MV Emerging Markets 2                          Montgomery Variable Series:  Emerging Markets Fund
</TABLE>
    

We may make other  underlying  mutual fund portfolios  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  will  be  disclosed  in its  prospectus.  However,  addition  of a
portfolio  in an  underlying  mutual  fund 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 B (see "Modifications").

   
Each underlying  mutual fund is registered  under the Investment  Company Act of
1940, as amended (the "1940 Act") as an open-end management  investment company.
Each underlying  mutual fund or portfolio  thereof may or may not be diversified
as defined in the 1940 Act. As of the date of this Prospectus, the portfolios in
which  Sub-accounts  offered pursuant to this Prospectus  invest are those shown
above.  Certain portfolios may not be available in all jurisdictions.  A summary
of the investment  objectives of such underlying mutual fund portfolios is found
in Appendix B. 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 only 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 quality for preferential tax treatment under the Code.
    

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 statement of
additional  information for such  underlying  mutual fund. Also included in such
information is the investment policy of each mutual fund 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 portfolio
will meet its investment objective.

Shares of the  underlying  mutual fund  portfolios  may be available to variable
life  insurance  and  variable  annuity  separate  accounts  of other  insurance
companies.  Possible consequences of this multiple availability are discussed in
the subsection entitled Resolving Material Conflicts.

The prospectus for any underlying  mutual fund or funds being  considered by you
should  be read in  conjunction  herewith.  A copy  of  each  prospectus  may be
obtained  without charge from us by calling  Concierge Desk,  1-800-752-6342  or
writing P.O.
Box 883, Attention:  Concierge Desk, Shelton, Connecticut, 06484-0883.

     INVESTMENT  ALLOCATION  SERVICES:  The Annuity was designed to be used with
investment  allocation  services  provided by an  Advisor.  From the date of the
initial  offering  on November  16,  1993 until July 1, 1994 a 1.00%  investment
allocation services charge was assessed against the Sub-accounts.  As of July 1,
1994 the investment  allocation  services charge is no longer  assessed.  It may
still suit your needs to engage an Advisor for investment allocation services in
relation to the Annuity.  Any arrangements for compensation for such services is
exclusively  your  responsibility.  In certain  situations you may be subject to
income  taxes and  penalties  for  withdrawals  from your  Account  Value to pay
advisory  fees.  You may also pay  your  Advisor  from  sources  other  than the
Annuity.  However,  we will  accommodate  requests by Owners to pay over partial
withdrawals to Advisors that provide investment allocation services,  subject to
our rules and requirements.

We treat partial withdrawals as taxable  distributions  unless: (a) your Annuity
is  being  used  in  conjunction  with  what  is  designed  to be a  `qualified"
retirement  plan (plans designed to meet the requirement of Sections 401, 403 or
408 of the Code);  and (b) in relation to plans pursuant to Sections 403 or 408,
you and your  Advisor  provide  representations  In Writing to us  limiting  the
source of the Advisor's  compensation  to the assets of an applicable  qualified
retirement plan, and making certain other representations.

     OPERATIONS  OF THE SEPARATE  ACCOUNT:  In the  accumulation  phase,  assets
supporting  Account Values are held in our Separate Account B established  under
the laws of the State of  Connecticut.  Separate  Account B consists of multiple
Sub-accounts.  In the payout phase, assets supporting fixed annuity payments and
any  adjustable  annuity  payments  we make  available  are held in our  general
account.

We are the legal  owner of assets in the  separate  account.  Income,  gains and
losses, whether or not realized,  from assets allocated to the separate account,
are credited to or charged against such separate  account in accordance with the
terms of the  annuities  supported  by such assets  without  regard to our other
income,  gains or losses or to the  income,  gains or losses in any other of our
separate accounts.  We will maintain assets in the separate account with a total
market  value at least  equal  to the  reserve  and  other  liabilities  we must
maintain in relation to the annuity obligations  supported by such assets. These
assets may only be charged  with  liabilities  which arise from such  annuities.
This may include  Annuities offered pursuant to this Prospectus or certain other
annuities we may offer. The investments made by the separate account are subject
to the requirements of applicable state laws.

The   Sub-accounts   offered  pursuant  to  this  Prospectus  are  all  Class  2
Sub-accounts  of  Separate  Account B. Each class of  Sub-accounts  in  Separate
Account B has a different level of charges assessed  against such  Sub-accounts.
As of the date of this Prospectus,  only the annuities  offered pursuant to this
Prospectus are to maintain assets in Class 2 Sub-accounts.
We may offer additional annuities that maintain assets in Class 2 Sub-accounts.

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

Separate  Account B Class 2 Sub-accounts  are registered  with the SEC under the
1940  Act  (the  "1940  Act")  as a unit  investment  trust,  which is a type of
investment  company.  This does not  involve any  supervision  by the SEC of the
investment  policies,  management  or  practices  of  Separate  Account  B. Each
Sub-account  invests  only in a single  underlying  mutual  fund or mutual  fund
portfolio.  Some of the Class 2  Sub-accounts  may invest in  underlying  mutual
funds or  underlying  mutual  fund  portfolios  in which  Sub-accounts  in other
classes of Separate Account B invest. You will find additional information about
the  underlying  mutual  fund  portfolios  in the  prospectuses  for such funds.
Portfolios added to an underlying  mutual fund may or may not be offered through
added Sub-accounts.

Sub-accounts  are permitted to invest in  underlying  mutual funds or portfolios
that we  consider  suitable.  We also  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 fund  portfolios.  We do not
guarantee the investment results of any Sub-account.  There is no assurance that
the Account Value allocated to the Sub-accounts will equal the amounts allocated
to the  Sub-accounts  as of any time  other  than the  Valuation  Period of such
allocation. You bear the entire investment risk.

     INSURANCE  ASPECTS  OF THE  ANNUITY:  As an  insurance  company we bear the
insurance  risk  inherent  in the  Annuity.  This  includes:  (a) the risks that
mortality  and expenses  exceed our  expectations;  and (b) the  investment  and
re-investment  risks in relation to the assets  supporting  fixed and adjustable
annuity  obligations.  We are subject to regulation that requires  reserving and
other practices in a manner that minimizes the insurance risk.

     CHARGES  ASSESSABLE  AGAINST THE  ANNUITY:  The Annuity  charges  which are
assessed or may be  assessable  under certain  circumstances  are: (a) the sales
charge; (b) the maintenance fee; (c) a charge for taxes; and (d) a transfer fee.
These  charges are allocated  according to our rules.  Charges are also assessed
against the Sub-accounts and the underlying mutual fund portfolios.  We also may
charge you for  special  services,  such as dollar  cost  averaging,  Systematic
Withdrawals,  Minimum  Distributions,  and additional reports. As of the date of
this Prospectus, we do not charge you for any special services.

     Sales Charge: We may assess a sales charge on certain annuity plans. We may
offer  various  annuity  plans which  differ as to both the sales charge and the
specified  interest  rate  applicable  to the minimum  death  benefit (see Death
Benefit). The sales charge and specified interest rate applicable to the minimum
death benefit for the annuity plan being offered to you is specified on the page
of this  Prospectus  immediately  preceding  the Table of Contents.  The maximum
charge is 1.50% of each Purchase Payment.

From time to time we may reduce the amount of any sales charge when Annuities on
a particular annuity plan are sold to individuals or a group of individuals in a
manner that reduces sales  expenses.  We would consider such factors as: (a) the
size and type of group; (b) the amount of Purchase Payments;  (c) present Owners
making additional  Purchase Payments;  and/or (d) other transactions where sales
expenses are likely to be reduced.

No sales charge is imposed when any group annuity contract or any Annuity issued
pursuant  to this  Prospectus  is owned on its  Issue  Date by:  (a) any  parent
company,  affiliate or subsidiary of ours; (b) an officer,  director,  employee,
retiree,  sales representative,  or in the case of an affiliated  broker-dealer,
registered  representative  of such  company;  (c) a director  or trustee of any
underlying  mutual fund;  (d) a director,  officer or employee of any investment
manager or sub-advisor  providing investment management and/or advisory services
to an  underlying  mutual fund or any  affiliate of such  investment  manager or
sub-advisor; (e) a director, officer, employee or registered representative of a
broker-dealer  that has a then current selling  agreement with American  Skandia
Marketing, Incorporated, formerly Skandia Life Equity Sales Corporation; (f) the
then current spouse of any such person noted in (b) through (e), above;  and (g)
parents of any such person noted in (b) through (e) above; and (h) such person's
child or other legal dependent under the age of 21;

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

     Maintenance  Fee: A maintenance fee equaling the lesser of $35 or 2% may be
assessed against:  (a) the initial Purchase  Payment;  and (b) each Annuity Year
after the first,  the Account Value. It applies to the initial  Purchase Payment
only if less than $50,000.  It is assessed as of the first  Valuation  Period of
each  Annuity Year after the first only if, at that time,  the Account  Value of
the  Annuity  is  less  than  $50,000.  Certain  representations  regarding  the
maintenance fee are found in the section entitled Administration Charge.

     Tax Charges:  In several states a tax is payable. We will deduct the amount
of tax payable,  if any, from your Purchase Payments if the tax is then incurred
or from your Account  Value when applied  under an annuity  option if the tax is
incurred  at that  time.  The  amount of the tax  varies  from  jurisdiction  to
jurisdiction.  It may also vary  depending on whether the Annuity  qualifies for
certain  treatment under the Code. In each  jurisdiction,  the state legislature
may  change  the  amount of any  current  tax,  may  decide  to impose  the tax,
eliminate  it, or change the time it  becomes  payable.  In those  jurisdictions
imposing  such a tax, the tax rates  currently in effect range up to 3 1/2%.  In
addition to state taxes,  local taxes may also apply. The amounts of these taxes
may exceed those for state taxes.

     Transfer Fee: We charge  $10.00 for each transfer  after the twelfth in any
Annuity Year.

     Allocation Of Annuity Charges: Any applicable sales charge is deducted from
each Purchase Payment.  The transfer fee is assessed against the Sub-accounts in
which you maintain Account Value  immediately  subsequent to such transfer.  The
transfer fee is allocated on a pro-rata  basis in relation to the Account Values
in  such  Sub-accounts  as of the  Valuation  Period  for  which  we  price  the
applicable  transfer.  Tax charges  are  assessed  against  the entire  Purchase
Payment  or  Account  Value as  applicable.  The  initial  maintenance  fee,  if
applicable,  is assessed against the initial Purchase  Payment.  After the first
Annuity  Year,  any  applicable   maintenance   fee  is  assessed   against  the
Sub-accounts  on a pro-rata  basis in  relation  to the  Account  Values in each
Sub-account as of the Valuation Period for which we price the fee.

     CHARGES  ASSESSED  AGAINST THE ASSETS:  There are charges  assessed against
assets in the  Sub-accounts.  These charges are described  below. No charges are
deducted  from assets  supporting  fixed or  adjustable  annuity  payments.  The
factors we use in determining fixed or adjustable annuity payments include,  but
are not limited to, our expected  investment  returns,  costs,  risks and profit
targets.  We reserve the right to assess a charge against the Sub-accounts equal
to any taxes which may be imposed upon the Sub-accounts.

     Administration  Charge:  We assess  each  Class 2  Sub-account,  on a daily
basis,  an  administration  charge.  The charge is 0.25% per year of the average
daily total value of such Sub-account.

We assess the  administration  charge and the maintenance fee described above at
amounts  we  believe  necessary  to  recover  the  actual  costs of  setting-up,
maintaining  and  administering  the  Account  Values  allocated  to the Class 2
Sub-accounts  and  Separate  Account B itself.  The  administration  charge  and
maintenance  fee can be increased  only for Annuities  issued  subsequent to the
effective date of any such change.

A  relationship   does  not  necessarily   exist  between  the  portion  of  the
administration  charge and the  maintenance  fee  attributable  to a  particular
Annuity  and the  expenses  attributable  to that  Annuity.  We  allocate  costs
pro-rata  between  classes in Separate  Account B in proportion to the assets in
the various classes.  Types of expenses which might be incurred include, but are
not  necessarily  limited to, the expenses of: (a) developing and  maintaining a
computer support system for administering the Account Values in the Sub-accounts
and Separate Account B itself;  (b) preparing and delivering  confirmations  and
quarterly  statements;   (c)  processing  transfer,   withdrawal  and  surrender
requests; (d) responding to Owner inquiries; (e) reconciling and depositing cash
receipts;  (f) calculating and monitoring daily values of each Sub-account;  (g)
reporting for the  Sub-accounts,  including  quarterly,  semi-annual  and annual
reports; (h) mailing and tabulation of shareholder proxy solicitations;  and (i)
supporting  various  investment  allocation  programs  that  we  expect  may  be
implemented  by  Advisors   engaged  by  Owners,   such  as  asset   allocation,
rebalancing, market timing and similar programs.

From time to time we may  reduce the  amount of the  maintenance  fee and/or the
administration  charge. We may do so when Annuities are sold to individuals or a
group of individuals in a manner that reduces maintenance and/or  administrative
expenses. We would consider such factors as: (a) the size and type of group; (b)
the  number of  Annuities  purchased  by an Owner;  (c) the  amount of  Purchase
Payments;  and/or (d) other transactions where maintenance and/or administration
expenses are likely to be reduced.

Any elimination of the maintenance fee and/or the  administration  charge or any
reduction  of such  charges  will  not  discriminate  unfairly  between  Annuity
purchasers.  We will not make any changes to these charges  where  prohibited by
law.

     Mortality and Expense Risk Charges:  The mortality  risk charge for Class 2
Sub-accounts is 0.30% per year and the expense risk charge for such Sub-accounts
is 0.35% per year.  These charges are assessed in  combination  each day against
each  Sub-account at the rate of 0.65% per year of the average daily total value
of each Sub-account.

With respect to the mortality risk charge, we assume the risk that the mortality
experience under the Annuities may be less favorable than our assumptions.  This
could  arise for a number of  reasons,  such as when  persons  upon whose  lives
annuity  payments  are  based  live  longer  than we  anticipated,  or when  the
Sub-accounts  decline in value resulting in losses in paying death benefits.  If
our mortality  assumptions prove to be inadequate,  we will absorb any resulting
loss.  Conversely,   if  the  actual  experience  is  more  favorable  than  our
assumptions,  then we will benefit  from the gain.  We also assume the risk that
the administration charge may be insufficient to cover our actual administration
costs. If we realize a profit from the mortality and expense risk charges,  such
profit may be used to recover sales expenses incurred.

     CHARGES OF THE UNDERLYING  MUTUAL FUNDS: The underlying mutual funds assess
various charges for investment  management and investment  advisory fees.  These
charges  generally differ between  portfolios  within an underlying mutual fund.
You will find  additional  details in each fund prospectus and the statements of
additional information.

PURCHASING ANNUITIES: You may purchase an Annuity for various purposes. You
must meet our requirements  before we issue an Annuity and it takes effect.  You
have a "free-look"  period during which you may return your Annuity for a refund
amount which may be less or more than your Purchase Payment,  except in specific
circumstances.

   
     Uses Of The  Annuity:  The  Annuity  may be  issued in connection  with or
purchased as a funding vehicle for certain retirement plans designed to meet the
requirements of various sections of the Code. These include, but are not limited
to: (a) Sections 401  (corporate,  association,  or  self-employed  individuals'
retirement  plans);  (b) Section 403(b)  (tax-sheltered  annuities  available to
employees of certain  qualifying  employers);  and (c) Section 408 (rollovers or
transfers for individual retirement accounts and individual retirement annuities
- - "IRAs"; Simplified Employee Pensions). With respect to tax sheltered annuities
purchasers of the contracts for such purposes should seek competent advice as to
eligibility,  limitations on permissible  amounts of Purchase Payments and other
tax consequences associated with the contracts. In particular, purchasers should
consider that the contract provides an increasing  minimum death benefit.  It is
possible that such death benefit could be  characterized  as an incidental death
benefit.  If the death  benefit  were so  characterized,  this  could  result in
currently  taxable income to purchasers.  In addition,  there are limitations on
the  amount  of  incidental   death  benefits  that  may  be  provided  under  a
tax-sheltered  annuity.  Even if the  death  benefit  under  the  contract  were
characterized  as an incidental  death benefit,  it is unlikely to violate those
limits unless the purchaser also purchases a life insurance  contract as part of
his or her  tax-sheltered  annuity plan. We may require  additional  information
regarding  such plans before we issue an Annuity to be used in  connection  with
such  retirement  plans.  We may also  restrict  or change  certain  rights  and
benefits, if in our opinion, such restrictions or changes are necessary for your
Annuity to be used in connection with such retirement  plans. We may elect to no
longer offer Annuities in connection with various  retirement plans. The Annuity
may also be used in connection with plans that do not qualify under the sections
of the Code noted above.  Some of the potential tax consequences  resulting from
various uses of the Annuities are discussed in the section entitled "Certain Tax
Considerations".
    

     Application   And  Initial   Payment:   You  must  meet  our   underwriting
requirements  and forward a Purchase Payment if you seek to purchase an Annuity.
These requirements may include a properly completed Application. We may issue an
Annuity  without  completion of an Application for certain classes of Annuities,
where permitted by law.

The minimum initial  Purchase Payment we accept for Annuities that are not to be
used with various  retirement plans designed to meet the requirements of certain
Sections of the Code is $10,000  unless you authorize the use of bank  drafting.
We  accept  lower  amounts  for  Annuities  that  are  designed  to be  used  in
conjunction with such retirement  plans. Our Office must give you prior approval
before we accept a Purchase  Payment that would  result in the Account  Value of
all  annuities  you  maintain  with us  exceeding  $1,000,000.  We confirm  each
Purchase  Payment in writing.  Multiple  annuities  purchased from us within the
same  calendar  year may be treated  for tax  purposes  as if they were a single
annuity (see "Certain Tax Considerations").

We reserve  the right to  allocate  your  initial  Net  Purchase  Payment to the
investment options up to two business days after we receive,  at our Office, all
of our  requirements  for issuing the Annuity as applied  for. We may retain the
Purchase  Payment  and not  allocate  the initial  Net  Purchase  Payment to the
investment  options for up to five  business days while we attempt to obtain all
such requirements. We will try to reach you or any other party from whom we need
any information or materials.  If the  requirements  cannot be fulfilled  within
that time, we will:  (a) attempt to inform you of the delay;  and (b) return the
amount of the Purchase Payment, unless you specifically consent to our retaining
it until  all our  requirements  are met.  Once our  requirements  are met,  the
initial Net Purchase  Payment is applied to the  investment  options  within two
business days.  Once we accept your Purchase  Payment and our  requirements  are
met, we issue an Annuity.

     Bank  Drafting:  You may make purchase  payments to your annuity using bank
drafting.  However, you must pay at least one prior Purchase Payment by check or
wire  transfer.  We will  accept an  initial  Purchase  Payment  lower  than our
standard  minimum  Purchase  Payment  requirement of $10,000 if you also furnish
bank drafting  instructions that provide amounts that will meet a $1,000 minimum
Purchase Payment  requirement to be paid within 12 months.  This also applies to
annuities  designed to be used in conjunction with various  retirement plans. We
will accept an initial Purchase Payment in an amount as low as $100, but it must
be accompanied by a bank drafting  authorization  form allowing monthly Purchase
Payments of at least $75.

   
     Periodic Purchase Payments: We may, from time-to-time,  offer opportunities
to make Purchase  Payments  automatically  on a periodic  basis,  subject to our
rules. These  opportunities may include,  but are not limited to, certain salary
reduction programs agreed to by an employer.  As of the date of this Prospectus,
we only  agree to accept  Purchase  Payments  on such a basis if: (a) we receive
your  request In Writing for a salary  reduction  program and we agree to accept
Purchase  Payments on this basis; and (b) the total of Purchase  Payments in the
first  Annuity  Year is  scheduled  to equal at least our then  current  minimum
requirements. We may also require an initial Purchase Payment to be submitted by
check or wire before agreeing to such a program.  Our minimum  requirements  may
differ  based on the usage of the  Annuity,  such as whether it is being used in
conjunction with certain retirement plans.
    

     Right to Return  the  Annuity:  You have the right to  return  the  Annuity
within twenty-one days of receipt or longer where required by law. The period in
which you can take this  action is known as a  "free-look"  period.  To exercise
your right to return the Annuity during the "free-look"  period, you must return
the Annuity.  The amount to be refunded is the then current  Account  Value plus
any sales charge,  maintenance fee and/or any tax charge  deducted.  This is the
"standard  refund".  We return  the  greater  of the  "standard  refund"  or any
Purchase  Payments  received less any  withdrawals  if necessary to meet Federal
requirements  for IRAs or  certain  state law  requirements.  We tell you how we
determine  the  amount  payable  under any such  right at the time we issue your
Annuity.

     Allocation  of Net  Purchase  Payments:  All  allocations  of Net  Purchase
Payments  are  subject  to  our  allocation  rules  (see  "Allocation   Rules").
Allocation  of your initial Net Purchase  Payment and any Net Purchase  Payments
received during the "free-look"  period are subject to an additional  allocation
rule if state law requires return of at least your Purchase  Payments should you
return the Annuity under such "free-look"  provision.  If such state law applies
to your Annuity:  (a) we allocate any portion of any such Net Purchase  Payments
to the AST Money Market 2  Sub-account;  and (b) at the end of such  "free-look"
period we reallocate Account Value according to your then most recent allocation
instructions to us, subject to our allocation rules. However, where permitted by
law in such jurisdictions, we will allocate such Net Purchase Payments according
to your instructions, without any temporary allocation to the AST Money Market 2
Sub-account if you execute a return waiver ("Return  Waiver").  Under the Return
Waiver,  you waive  your right to the  return of the  greater  of the  "standard
refund" or the Purchase Payment received less any withdrawals. Instead, you only
are  entitled to the return of the  "standard  refund" (see "Right to Return the
Annuity")..

     Owner,   Annuitant   and   Beneficiary   Designations:   You  make  certain
designations that apply to the Annuity if issued. These designations are subject
to our rules and to various  regulatory or statutory  requirements  depending on
the use of the Annuity. These designations include an Owner, a contingent Owner,
an  Annuitant,  a  Contingent  Annuitant,   a  Beneficiary,   and  a  contingent
Beneficiary.  Certain  designations  are  required,  as  indicated  below.  Such
designations will be revocable unless you indicate  otherwise or we endorse your
Annuity  to  indicate  that such  designation  is  irrevocable  to meet  certain
regulatory or statutory requirements.

Some of the tax  implications  of  various  designations  are  discussed  in the
section entitled Certain Tax Considerations. However, there are other tax issues
than those  addressed in that section.  These  include,  but are not limited to,
estate and  inheritance  tax issues.  You should  consult  with a competent  tax
counselor  regarding the tax  implications of various  designations.  You should
also consult with a competent  legal advisor as to the  implications  of certain
designations  in relation to an estate,  bankruptcy,  community  property  where
applicable and other matters.

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

Where allowed by law, you may name a contingent Owner. However, this designation
takes effect only on or after the Annuity Date.

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

You may name more than one primary and more than one contingent Beneficiary.  If
you do,  the  proceeds  will be paid in equal  shares  to the  survivors  in the
appropriate beneficiary class, unless you have requested otherwise In Writing.

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

     ACCOUNT VALUE: In the accumulation phase your Annuity has an Account Value.
Your total  Account  Value is the sum of your Account  Value in each  investment
option.

We determine your Account Value  separately for each  Sub-account.  To determine
the  Account  Value in each  Sub-account  we  multiply  the Unit Price as of the
Valuation  Period  for which the  calculation  is being made times the number of
Units  attributable to you in that Sub-account as of that Valuation Period.  The
method we use to determine  Unit Prices is shown in the  Statement of Additional
Information.

The number of Units  attributable to you in a Sub-account is the number of Units
you purchased less the number transferred or withdrawn.  We determine the number
of Units involved in any transaction specified in dollars by dividing the dollar
value of the transaction by the Unit Price of the effected Sub-account as of the
Valuation Period applicable to such transaction.

     RIGHTS,  BENEFITS  AND  SERVICES:  The  Annuity  provides  various  rights,
benefits and services  subsequent  to its issuance and your  decision to keep it
beyond the "free-look" period. A number of these rights,  benefits and services,
as well as some of the rules  and  conditions  to which  they are  subject,  are
described  below.  These  rights,  benefits  and services  include,  but are not
limited to: (a) making  additional  Purchase  Payments;  (b) bank drafting;  (c)
changing  revocable  designations;   (d)  transferring  Account  Values  between
investment options; (e) receiving lump sum payments,  Systematic  Withdrawals or
Minimum Distributions,  annuity payments and death benefits; (f) transferring or
assigning your Annuity;  (g) exercising certain voting rights in relation to the
underlying  mutual fund  portfolios in which the  Sub-accounts  invest;  and (h)
receiving  reports.  These  rights,   benefits  and  services  may  be  limited,
eliminated  or altered  when an  Annuity  is  purchased  in  conjunction  with a
qualified plan. We may require presentation of proper identification,  including
a personal  identification  number  ("PIN") issued by us, prior to accepting any
instruction by telephone.  We forward your PIN to you shortly after your Annuity
is issued.  To the extent  permitted  by law or  regulation,  neither we nor any
person  authorized by us will be responsible for any claim,  loss,  liability or
expense in connection  with a telephone  transfer or any other  transaction  for
which we accept  instructions  by  telephone if we or such other person acted on
telephone  instructions in good faith in reliance on your telephone  instruction
authorization  and on reasonable  procedures  to identify  persons so authorized
through  verification  methods  which  may  include a  request  for your  Social
Security  number or a personal  identification  number (PIN) as issued by us. We
may be liable for losses due to unauthorized or fraudulent  instructions  should
we not follow such reasonable procedures.

   
Additional  Purchase  Payments:  The  minimum for any  additional  Purchase
Payment  is  $100,  except  as  part  of a  bank  drafting  program  (see  "Bank
Drafting"),  or  unless we  authorize  lower  payments  pursuant  to a  Periodic
Purchase  Payment  program  (see  "Periodic  Purchase  Payments")  or less where
required by law. Additional Purchase Payments may be paid at any time before the
Annuity  Date.  Subject to our  allocation  rules,  we allocate  additional  Net
Purchase Payments  according to your most recent  instructions for allocation of
Net Purchase Payments.
    

     Changing Revocable  Designations:  Unless you indicated that a prior choice
was irrevocable or your Annuity has been endorsed to limit certain changes,  you
may request to change Owner, Annuitant and Beneficiary designations by sending a
request In Writing. Such changes will be subject to our acceptance.  Some of the
changes  we will not accept  include,  but are not  limited  to: (a) a new Owner
subsequent  to the death of the  Owner or the first of any joint  Owners to die,
except where a spouse-Beneficiary  has become the Owner as a result of a Owner's
death;  (b) a new  Owner or  Annuitant  who  does  not  meet  our  then  current
underwriting  guidelines;  (c) a new Annuitant subsequent to the Annuity Date if
the annuity option selected includes a life contingency; and (d) a new Annuitant
prior to the Annuity Date if the Annuity is owned by an entity.

     Allocation Rules: In the accumulation phase, you may maintain Account Value
in up to ten  Sub-accounts.  Should you request a  transaction  that would leave
less than any minimum amount we then require in an investment option, we reserve
the right,  to the extent  permitted  by law, to add the balance of your Account
Value in the  applicable  Sub-account  to the  transaction  and  close  out your
balance in that  investment  option.  Withdrawals of any type are taken pro-rata
from the  investment  options based on the then current  Account  Values in such
investment  options  unless  we  receive  instructions  from  you  prior to such
withdrawal.

Should you  either:  (a)  request  any  rebalancing  services  we may offer (see
"Rebalancing");  or  (b)  authorize  an  independent  third  party  to  transact
transfers on your behalf and such third party  arranges for  rebalancing  of any
portion of your Account Value in accordance with any asset allocation  strategy;
or (c) authorize an independent third party to transact  transfers in accordance
with a market  timing  strategy;  then we require  that all  Purchase  Payments,
including the initial Purchase  Payment,  received while your Annuity is subject
to such an arrangement are allocated to the same  investment  options and in the
same proportions as then required pursuant to the applicable rebalancing,  asset
allocation  or  market  timing  program,   unless  we  have  received  alternate
instructions.   Such  allocation  requirements  terminate  simultaneous  to  the
termination of an authorization  for rebalancing or any authorization to a third
party to transact transfers on your behalf.

     Transfers: In the accumulation phase you may transfer Account Value between
investment  options,  subject to our allocation rules (see "Allocation  Rules").
Transfers  are not  subject  to  taxation  (see  "Transfers  Between  Investment
Options").  We charge $10.00 for each transfer  after the twelfth in any Annuity
Year,  including transfers transacted as part of a dollar cost averaging program
(see  "Dollar  Cost  Averaging")  or  any  rebalancing,   market  timing,  asset
allocation or similar program which you authorize to be employed on your behalf.
All transfers of your Account Value occurring  during the same Valuation  Period
are counted as one transfer for purposes of determining  the number of transfers
in an  Annuity  Year.  Your  transfer  request  must be In  Writing  or meet our
requirements for accepting instructions we receive over the phone.

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

Where  permitted  by law, we may accept your  authorization  of a third party to
transfer Account Values on your behalf,  subject to our rules. We may suspend or
cancel such  acceptance  at any time.  We notify you of any such  suspension  or
cancellation.  We may restrict the investment  options that will be available to
you for transfers or allocations of Net Purchase  Payments  during any period in
which you authorize a third party that provides market timing services to act on
your behalf. We give you and/or the third party you authorize prior notification
of any such restrictions.  However, we will not enforce such a restriction if we
are provided  evidence  satisfactory  to us that:  (a) such third party has been
appointed by a court of  competent  jurisdiction  to act on your behalf;  or (b)
such third  party has been  appointed  by you to act on your behalf for all your
financial affairs.

We or an affiliate of ours may provide  administrative or other support services
to independent  third parties you authorize to conduct  transfers on your behalf
or  who  provide  recommendations  as to  how  your  Account  Values  should  be
allocated.  This includes, but is not limited to, rebalancing your Account Value
among  investment  options in  accordance  with  various  investment  allocation
strategies such third party may employ,  or transferring  Account Values between
investment options in accordance with market timing strategies  employed by such
third parties.  Such  independent  third parties may or may not be appointed our
agents for the sale of Annuities. However, we do not engage any third parties to
offer  investment  allocation  services  of any type,  so that  persons or firms
offering such services do so independent from any agency  relationship  they may
have with us for the sale of Annuities.  We therefore take no responsibility for
the investment allocations and transfers transacted on your behalf by such third
parties or any investment allocation recommendations made by such parties. We do
not currently charge you extra for providing these support services.

     Dollar Cost Averaging:  We offer dollar cost averaging in the  accumulation
phase.  Dollar cost  averaging  is a program  designed  to provide for  regular,
approximately  level  investments over time. You may choose to transfer earnings
only, principal plus earnings or a flat dollar amount. We make no guarantee that
a dollar cost  averaging  program  will result in a profit or protect  against a
loss in a declining  market.  You may select this program by  submitting to us a
request In Writing. You may cancel your participation in this program In Writing
or  by  phone  if  you  have  previously   authorized  our  acceptance  of  such
instructions.

Dollar cost averaging is available from any of the investment  options we choose
to make available for such a program. Your Annuity must have an Account Value of
not less than  $20,000  at the time we accept  your  request  for a dollar  cost
averaging  program.  Transfers under a dollar cost averaging program are counted
in  determining  the  applicability  of the transfer fee (see  "Transfers").  We
reserve the right to limit the  investment  options into which Account Value may
be transferred as part of a dollar cost averaging  program.  We also reserve the
right to charge a processing  fee for this service.  Should we suspend or cancel
the offering of this service,  such suspension or  cancellation  will not affect
any dollar cost averaging programs then in effect.  Dollar cost averaging is not
available  while a  rebalancing,  asset  allocation,  or market  timing  type of
program is used in connection with your Annuity.

     Rebalancing:  We  may  offer,  during  the  accumulation  phase,  automatic
quarterly,  semi-annual  or annual  rebalancing  among the  variable  investment
options of your choice.  This provides the convenience of automatic  rebalancing
without having to provide us instructions on a periodic basis. Failure to choose
this option does not prevent you from  providing us with  transfer  instructions
from time-to-time that have the effect of rebalancing.  It also does not prevent
other requested transfers from being transacted.

Under this program,  Account Values are rebalanced  quarterly,  semi-annually or
annually,  as applicable,  to the percentages  you request.  The rebalancing may
occur   quarterly,   semi-annually   or  annually  based  upon  the  Issue  Date
anniversary.  If a transfer is requested prior to the date Account Values are to
be  rebalanced  while  an  automatic   rebalancing  program  is  in  effect,  we
automatically alter the rebalancing percentages going forward (unless we receive
alternate  instructions)  to the ratios  between  Account Values in the variable
investment  options as of the effective date of such requested  transfer once it
has been  processed.  Automatic  rebalancing is delayed one calendar  quarter if
Account Value is being  maintained in the AST Money Market 2 Sub-account for the
duration of your Annuity's  "free-look"  period and rebalancing  would otherwise
occur during such period (see "Allocation of Net Purchase Payments").

You may change the percentage  allocable to each investment  option at any time.
However,  you may not choose to  allocate  less than 5% of Account  Value to any
investment option.

The Account  Value of your Annuity must be at least $10,000 when we receive your
automatic  rebalancing  request.  We may require  that all  variable  investment
options in which you  maintain  Account  Value  must be used in the  rebalancing
program.  You may maintain  Account  Value in at least two and not more than ten
investment options when using a rebalancing  program. You may not simultaneously
participate in rebalancing  and dollar cost averaging.  Rebalancing  also is not
available when a program of Systematic  Withdrawals of earnings or earnings plus
principal is in effect.

For purposes of  determining  the number of transfers  made in any Annuity Year,
all rebalancing  transfers made on the same day are treated as one transfer.  We
reserve the right to charge a processing fee for signing up for this service.

To elect to participate or to terminate  participation in automatic rebalancing,
we may require  instructions In Writing at our Office in a form  satisfactory to
us.

         Distributions:  Distributions  available from your Annuity
during the accumulation phase include surrender, partial withdrawals, Systematic
Withdrawals,  Minimum Distributions (in relation to qualified plans) and a death
benefit.  In the payout phase we pay annuity payments.  Distributions  from your
Annuity  generally are subject to taxation,  and may be subject to a tax penalty
as  well  (see  "Certain  Tax  Considerations").  You  may  wish  to  consult  a
professional  tax advisor  for tax advice  prior to  exercising  any right to an
elective  distribution.  During the accumulation  phase, any distribution  other
than a death benefit: (a) must occur prior to any death that would cause a death
benefit to become  payable;  and (b) will occur  subsequent  to our receipt of a
completed request In Writing.

     Surrender:  Surrender  of your  Annuity for its Account  Value is permitted
during the  accumulation  phase.  Your Annuity  must  accompany  your  surrender
request.

     Partial  Withdrawals:  You may  withdraw  part of your Account  Value.  The
minimum  partial  withdrawal is $100.  The Account Value that must remain in the
Annuity  as of the date of this  transaction  is  $1,000.  If the  amount of the
partial withdrawal request exceeds the maximum amount available,  we reserve the
right to treat your request as one for a full surrender.

     Systematic  Withdrawals:  We offer Systematic Withdrawals of earnings only,
principal plus earnings or a flat dollar  amount.  You may choose at any time to
begin such a program.

We offer Systematic Withdrawals on a monthly,  quarterly,  semi-annual or annual
basis. Systematic Withdrawals are not available while you are taking any Minimum
Distributions (see "Minimum Distributions").  Systematic Withdrawals of earnings
only  or  principal  plus  earnings  is not  available  while  you  are  using a
rebalancing, asset allocation or similar type program.

The Account  Value of your Annuity must be at least  $25,000 when we accept your
request for a program of Systematic Withdrawals. The minimum for each Systematic
Withdrawal is $100.

We reserve  the right to charge a  processing  fee for this  service.  Should we
suspend  or  cancel  offering   Systematic   Withdrawals,   such  suspension  or
cancellation will not affect any Systematic Withdrawal programs then in effect.

     Minimum  Distributions:   You  may  elect  to  have  us  calculate  Minimum
Distributions  annually  if your  Annuity  is being used for  certain  qualified
purposes  under the  Code.  We  calculate  such  amounts  assuming  the  Minimum
Distribution  amount is based solely on the value of your Annuity.  The required
Minimum  Distribution amounts applicable to your particular situation may depend
on other annuities,  savings or investments of which we are unaware, so that the
required amount may be greater than the Minimum Distribution amount we calculate
based on the value of your  Annuity.  We  reserve  the right to charge a fee for
each annual  calculation.  Minimum  Distributions  are not  available if you are
taking  Systematic  Withdrawals (see "Systematic  Withdrawals").  We pay Minimum
Distributions annually.  Minimum Distributions will be taken from the investment
options you select.

     Death Benefit:  In the accumulation  phase, a death benefit is payable.  If
the  Annuity is owned by one or more  natural  persons,  it is payable  upon the
first  death of such  Owners.  If the  Annuity is owned by an entity,  the death
benefit  is  payable  upon the  Annuitant's  death  (if  there is no  Contingent
Annuitant). For applicable deaths occurring prior to age 85 of the deceased, the
death benefit is the greater of (a) or (b),  where:  (a) is your Account  Value;
and (b) is the minimum death benefit.  The minimum death benefit is the total of
each Purchase  Payment  growing daily at the equivalent of a specified  interest
rate per year starting as to each  Purchase  Payment on the date it is allocated
to the Account Value,  less the total of each withdrawal,  of any type,  growing
daily at the equivalent of the same specified  interest rate per year,  starting
as of the date of each such withdrawal.  However, this minimum death benefit may
not  exceed  200% of (A) minus  (B),  where:  (A) is the  total of all  Purchase
Payments received; and (B) is the total of all withdrawals of any type.

We may  offer  various  annuity  plans  which  differ  as to both the  specified
interest rate  applicable to the minimum death benefit and the sales charge (see
"Sales  Charge").  The specified  interest rate  applicable to the minimum death
benefit  and the sales  charge  for the  annuity  plan  being  offered to you is
specified  on the page of this  Prospectus  immediately  preceding  the Table of
Contents.

In all jurisdictions,  for applicable deaths occurring on or after age 85 of the
deceased,  the death  benefit  is the  Account  Value.  The  amount of the death
benefit is determined as of the date we receive In Writing "due proof of death".
The following  constitutes  "due proof of death":  (a)(i) a certified  copy of a
death  certificate,  (ii) a certified  copy of a decree of a court of  competent
jurisdiction as to the finding of death,  or (iii) any other proof  satisfactory
to us; (b) all  representations  we require or which are mandated by  applicable
law or  regulation  in  relation  to the death  claim and the  payment  of death
proceeds;  and (c) any  applicable  election of the mode of payment of the death
benefit, if not previously elected by the Owner. The death benefit is reduced by
any annuity payments made prior to the date we receive In Writing such due proof
of death.

If the death benefit  becomes payable prior to the Annuity Date due to the death
of the  Owner  and  the  Beneficiary  is the  Owner's  spouse,  then  in lieu of
receiving the death  benefit,  such Owner's spouse may elect to be treated as an
Owner and continue the Annuity.

In the event of your death,  the benefit must be  distributed  within:  (a) five
years of the date of death;  or (b) over a period not extending  beyond the life
expectancy of the Beneficiary or over the life of the Beneficiary.  Distribution
after your death to be paid under (b) above,  must  commence  within one year of
the date of death.

If the Annuitant  dies before the Annuity Date,  the  Contingent  Annuitant will
become the Annuitant where permitted by law. If the Owner is one or more natural
persons,  the oldest of any such Owners not named as the  Annuitant  immediately
becomes the Contingent  Annuitant if: (a) the Contingent  Annuitant  predeceases
the Annuitant; or (b) if you do not designate a Contingent Annuitant.

In the payout  phase,  we continue to pay any "certain"  payments  (payments not
contingent on the continuance of any life) to the Beneficiary  subsequent to the
death of the Annuitant. We will commute any remaining "certain" payments and pay
a lump sum if elected by you or, in the absence of specific instructions by you,
by the Beneficiary.

In the payout phase,  we distribute  any payments due subsequent to the death of
any Owner at least as rapidly as under the method of  distribution  in effect as
of the date of such Owner's death.

     Annuity  Payments:  Annuity  payments  can be guaranteed  for life,  for a
certain  period,  or for a certain  period  and life.  We make  available  fixed
payments,  and as of the date of this Prospectus,  adjustable payments (payments
which may or may not be changed on specified  adjustment  dates based on annuity
purchase rates we are then making available to annuities of the same class).  We
may or may not be making adjustable  annuities available on the Annuity Date. To
the extent  there is any tax basis in the  annuity,  a portion  of each  annuity
payment is treated  for tax  purposes  as a return of such basis  until such tax
basis is  exhausted.  The amount  deemed such a return of basis is determined in
accordance with the requirements of the Code (see "Certain Tax Considerations").

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.  Your choice of
Annuity  Date and  annuity  option may be limited  depending  on your use of the
Annuity and the applicable jurisdiction. Subject to our rules, you may choose an
Annuity  Date,  option and  frequency  of  payments  suitable  to your needs and
circumstances.  You should consult with competent tax and financial  advisors as
to the  appropriateness  of any such choice.  For Annuitants subject to New York
and  Pennsylvania  law,  the  Annuity  Date may not  exceed the first day of the
calendar month following the Annuitant's 85th birthday.

You may change your choices at any time up to 30 days before the earlier of: (a)
the date we would have applied your Account  Value to an annuity  option had you
not made the  change;  or (b) the date we will  apply your  Account  Value to an
annuity option in relation to the new Annuity Date you are then  selecting.  You
must request  this change In Writing.  The Annuity Date must be the first or the
fifteenth day of a calendar month.

In the absence of an election In Writing:  (a) the Annuity Date is the first day
of the calendar month first following the later of the Annuitant's 85th birthday
or the  fifth  anniversary  of our  receipt  at our  Office of your  request  to
purchase an Annuity;  and (b) where allowed by law, fixed monthly  payments will
commence under option 2, described below,  with 10 years certain.  The amount to
be applied is your Annuity's Account Value 15 business days prior to the Annuity
Date. In determining  your annuity  payments,  we credit interest using our then
current  crediting  rate  for this  purpose.  Such  rate is not less  than 3% of
interest per year.  Interest is credited to your Account  Value between the date
Account  Value is applied to an annuity  option and the  Annuity  Date.  Annuity
options in addition to those shown are available  with our consent.  The minimum
initial amount payable is the minimum  initial annuity amount we allow under our
then  current  rules.  Should you wish to receive a lump sum  payment,  you must
request to surrender your Annuity prior to the Annuity Date (see "Surrender").

You may elect to have any amount of the proceeds due to the Beneficiary  applied
under  any of the  options  described  below.  Except  where a lower  amount  is
required by law, the minimum monthly annuity payment is $50.

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

For purposes of the annuity options  described  below, the term "key life" means
the  person  or  persons  upon  whose  life  any  payments  dependent  upon  the
continuation of life are based.

         (1) Option 1 - Payments for Life: Under this option,  income is payable
periodically  prior to the  death  of the key  life,  terminating  with the last
payment due prior to such  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 the key life occurs before the date the second  payment was due, and no
other payments nor death benefits would be payable.

         (2)  Option 2 -  Payments  for Life with 10,  15, or 20 Years  Certain:
Under this option,  income is payable  periodically  for 10, 15, or 20 years, as
selected,  and thereafter  until the death of the key life.  Should the death of
the key life occur before the end of the period selected, the remaining payments
are paid to the Beneficiary to the end of such period.

         (3) Option 3 - Payments Based on Joint Lives: Under this option, income
is payable  periodically  during the joint lifetime of two key lives.  After the
first death,  income is payable  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 nor death  benefits would be
payable.

         (4) Option 4 - Payments for a Certain Period: Under this option, income
is payable  periodically for a specified number of years. The number of years is
subject to our then  current  rules.  Should the payee die before the end of the
specified number of years, the remaining payments are paid to the Beneficiary to
the end of such period.  Note that under this option,  payments are not based on
how  long we  expect  any key  life to  live.  Therefore,  that  portion  of the
mortality  risk  charge  assessed  to cover the risk that key lives  outlive our
expectations provides no benefit to an Owner selecting this option.

   
The first payment varies according to the annuity options and payment  frequency
selected. The first periodic payment is determined by multiplying (a) times (b);
where:  (a) is the Account  Value  (expressed in thousands of dollars) as of the
close of business on the fifteenth day preceding the Annuity Date, plus interest
at not less than 3% per year from such date to the Annuity Date;  and (b) is the
amount of the first  periodic  payment  per  $1,000 of value  obtained  from our
annuity  rates  for  that  type of  annuity  and for 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.
    

     Qualified Plan Withdrawal Limitations: The annuities are endorsed such that
there are surrender or withdrawal  limitations  when used in relation to certain
retirement plans for employees which qualify under various sections of the Code.
These  limitations  do  not  affect  certain  roll-overs  or  exchanges  between
qualified plans. Generally distribution of amounts attributable to contributions
made  pursuant  to a salary  reduction  agreement  (as  defined in Code  section
403(b), or attributable to transfers to a tax sheltered annuity from a custodial
account (as defined in Code section 403(b)(7)), is restricted to the employee's:
(a) separation  from service;  (b) death;  (c) disability (as defined in Section
72(m)(7)  of the Code);  (d)  reaching  age 59 1/2;  or (e)  hardship.  Hardship
withdrawals  are  restricted  to  amounts   attributable  to  salary   reduction
contributions,  and do not  include  investment  results.  In  the  case  of tax
sheltered annuities,  these limitations do not apply to certain salary reduction
contributions made and investment results earned prior to dates specified in the
Code.  In addition,  the  limitation on hardship  withdrawals  does not apply to
salary reduction contributions made and investment results earned prior to dates
specified  in the Code  which have been  transferred  from  custodial  accounts.
Rollovers  from the  types of plans  noted to  another  qualified  plan or to an
individual  retirement account or individual  retirement annuity are not subject
to the limitations noted. Certain distributions,  including rollovers,  that are
not transferred directly to the trustee of another qualified plan, the custodian
of an individual  retirement  account or the issuer of an individual  retirement
annuity are subject to automatic 20%  withholding  for Federal  income tax. This
may  also  trigger   withholding  for  state  income  taxes  (see  "Certain  Tax
Considerations").

We may make annuities  available through the Texas Optional  Retirement  Program
subsequent to receipt of the required  regulatory  approvals and implementation.
In addition to the  restrictions  required for such  Annuities to qualify  under
Section 403(b) of the Code,  Annuities  issued in the Texas Optional  Retirement
Program  are  amended as follows:  (a) no  benefits  are payable  unless you die
during, or are retired or terminated from,  employment in all Texas institutions
of higher  education;  and (b) if a second year of participation in such program
is not  begun,  the  total  first  year  State of  Texas'  contribution  will be
returned, upon its request, to the appropriate institute of higher education.

With respect to the  restrictions on withdrawals set forth above, the Company is
relying  upon: 1) a no-action  letter dated  November 28, 1988 from the staff of
the Securities and Exchange Commission to the American Council of Life Insurance
with  respect  to  annuities  issued  under  section  403(b)  of the  Code,  the
requirements  of which have been complied with by the Company;  and 2) Rule 6c-7
under the 1940 Act with respect to annuities  made  available  through the Texas
Optional Retirement  Program,  the requirements of which have been complied with
by the Company.

         Pricing  of  Transfers  and   DistributionsPricing   of  Transfers  and
Distributions:  We "price"  transfers and  distributions  on the dates indicated
below:

         (1)  We  price  "scheduled"  transfers  and  distributions  as  of  the
Valuation Period such  transactions are so scheduled.  "Scheduled"  transactions
include transfers under a dollar cost averaging program, Systematic Withdrawals,
Minimum  Distributions,  transfers  previously  scheduled  with us at our Office
pursuant to any on-going  rebalancing,  asset allocation or similar program, and
annuity payments.

         (2) We price "unscheduled"  transfers and partial withdrawals as of the
Valuation  Period we receive In  Writing,  at our  Office the  request  for such
transactions.   "Unscheduled"  transfers  include  any  transfers  processed  in
conjunction  with  any  market  timing  program,  or  transfers  not  previously
scheduled with us at our Office pursuant to any rebalancing, asset allocation or
similar program which you employ or you authorize to be employed on your behalf.
"Unscheduled"   transfers  received  pursuant  to  an  authorization  to  accept
transfers  over the phone are priced as of the  Valuation  Period we receive the
request at our Office for such transactions.

         (3) We price  surrenders and death benefits as of the Valuation  Period
we receive at our Office all materials we require for such transactions and such
materials are satisfactory to us (see "Surrenders" and "Death Benefits").

The pricing of transfers and  distributions  includes the  determination  of the
applicable Unit Price for the Units transferred or distributed.  Unit Prices may
change  each  Valuation  Period to reflect  the  investment  performance  of the
Sub-accounts.  Payment  is  subject  to our  right to defer  transactions  for a
limited time period (see "Deferral of Transactions").

     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
fixed or adjustable annuity payments.

We will vote  shares  of the  underlying  mutual  fund  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  portfolio will be determined
as of the record date for such underlying mutual fund portfolio as chosen by its
board of trustees or  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  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  Sub-accounts  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 1940 Act.

     Transfers, Assignments or Pledges: Generally, your rights in an Annuity may
be transferred, assigned or pledged for loans at any time. However, these rights
may be limited depending on your use of the Annuity.  These  transactions may be
subject  to  income  taxes  and  certain   penalty   taxes  (see   "Certain  Tax
Considerations").  You may  transfer,  assign or pledge  your  rights to another
person at any time,  prior to any death upon which the death benefit is payable.
You must request a transfer or provide us a copy of the assignment In Writing. A
transfer or  assignment is subject to our  acceptance.  Prior to receipt of this
notice,  we will not be deemed to know of or be obligated  under any  assignment
prior to our receipt and acceptance thereof. We assume no responsibility for the
validity or sufficiency of any assignment.

   
     Reports to You: We mail to Owners,  at their last known  address of record,
any  statements and reports  required by applicable  law or  regulation.  Owners
should  therefore  give  us  prompt  notice  of any  address  change.  We send a
confirmation  statement  to Owners  each time a  transaction  is made  affecting
Account Value, such as making additional Purchase Payments, transfers, exchanges
or  withdrawals.  Quarterly  statements  are also mailed  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  immediately  to assure  proper  crediting  to your
Annuity. For transactions for which we immediately send confirmations, we assume
all  transactions  are accurate  unless you notify us  otherwise  within 30 days
after the date of the transaction.  For transactions  that are only confirmed on
the quarterly  statement,  we assume all  transactions  are accurate  unless you
notify us within 30 days of the end of the calendar quarter. We may also send to
Owners each year an annual report and a semi-annual report containing  financial
statements  for the  applicable  Sub-accounts,  as of  December  31 and June 30,
respectively.

THE COMPANY:  American Skandia Life Assurance Corporation is a wholly
owned  subsidiary of American  Skandia  Investment  Holding  Corporation,  whose
indirect parent is Skandia Insurance Company Ltd. Skandia Insurance Company Ltd.
is part of a group of companies whose predecessor  commenced operations in 1855.
Two  of our  affiliates,  American  Skandia  Marketing,  Incorporated,  formerly
Skandia Life Equity Sales Corporation and American Skandia Information  Services
and  Technology   Corporation,   formerly  American  Skandia  Business  Services
Corporation,  may undertake certain  administrative  functions on our behalf. We
currently  engage  Skandia  Investment  Management,  Inc.,  an  affiliate  whose
indirect parent is Skandia Insurance Company Ltd., as investment manager for our
general account.  We are under no obligation to engage or continue to engage any
investment  manager.  Certain  Sub-accounts  invest in  portfolios  of  American
Skandia   Trust.   Our  affiliate,   American   Skandia   Investment   Services,
Incorporated,  formerly  American  Skandia  Life  Investment  Management,  Inc.,
currently serves as investment manager to the American Skandia Trust.
    

We began  offering  annuities  in 1988.  As of the date of this  Prospectus,  we
offer:  (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;  and (c) fixed and adjustable immediate annuities.  We may,
in the  future,  offer  other  annuities,  life  insurance  and  other  forms of
insurance.

     SALE OF THE ANNUITIES:  American  Skandia  Marketing,  Incorporated  ("ASM,
Inc."), formerly Skandia Life Equity Sales Corporation a wholly-owned subsidiary
of  American  Skandia  Investment  Holding  Corporation,  acts as the  principal
underwriter of the Annuities.  ASM,  Inc.'s  principal  business  address is One
Corporate  Drive,  Shelton,  Connecticut  06484.  ASM,  Inc.  is a member of the
National Association of Securities Dealers, Inc. ("NASD").

     Distribution:  ASM,  Inc.  will enter  into  distribution  agreements  with
certain broker-dealers  registered under the Securities and Exchange Act of 1934
or with entities  which may otherwise  offer the Annuities  that are exempt from
such  registration.   ASM,  Inc.  may  offer  Annuities  directly  to  potential
purchasers.  We reserve the right to base concessions  from  time-to-time on the
investment options chosen by Annuity Owners,  including  investment options that
may be deemed our "affiliates" or "affiliates" of ASM, Inc. under the 1940 Act.

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

     Advertising: We may advertise certain information regarding the performance
of the investment options.  Details on how we calculate performance measures for
the  Sub-accounts  and the  source  of  performance  information  regarding  the
underlying  mutual funds are found in the Statement of  Additional  Information.
This  performance  information  may  help  you  review  the  performance  of the
investment options and provide a basis for comparison with other annuities. This
information  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 treated like annuities under the Code.

Performance  information is based on past  performance only and is no indication
of future performance.  Performance should not be considered a representation of
performance in the future.  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  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-account  which invests in such underlying mutual
fund  portfolio.  In  addition,  the amount of  charges  assessed  against  each
Sub-account will affect Sub-account performance.

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

As part of any  advertisement  of Standard  Total  Return,  we may advertise the
"Non-Standard Total Return" of the Sub-accounts.  Non-Standard Total Return does
not take into  consideration  the  Annuity's  maximum  sales  charge or  maximum
maintenance fees.

Advertisements  we distribute  may also compare  performance  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 underlying  mutual fund portfolios.  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 or ratings may
help you in evaluating our ability to meet our  obligations to pay minimum death
benefits,  pay annuity  payments or  administer  Annuities.  Such  rankings  and
ratings do not reflect or relate to the performance of Separate Account B.

     CERTAIN TAX  CONSIDERATIONS:  The  following is a brief  summary of certain
Federal income tax laws as they are currently interpreted. No one can be certain
that the laws or  interpretations  will  remain  unchanged  or that  agencies or
courts  will  always  agree  as to how  the  tax  law or  regulations  are to be
interpreted.  This  discussion  is not  intended as tax advice.  You may wish to
consult  a  professional  tax  advisor  for tax  advice  as to  your  particular
situation.

     Our Tax Considerations: We are taxed as a life insurance company under Part
I, subchapter L, of the Code.

     Tax Considerations Relating to Your Annuity: Section 72 of the Code governs
the  taxation  of  annuities  in  general.  Taxation  of an  annuity  is largely
dependent upon: (a) whether it is used in a qualified  pension or profit sharing
plan or other retirement  arrangement  eligible for special  treatment under the
Code;  and (b) the  status  of the  beneficial  owner  as  either a  natural  or
non-natural  person (when the annuity is not used in a retirement  plan eligible
for special tax treatment).  Non-natural persons include  corporations,  trusts,
and partnerships,  except where these entities own an annuity for the benefit of
a natural person. Natural persons are individuals.

     Non-natural  Persons:  Any  increase  during a tax year in the  value of an
annuity if not used in a retirement  plan eligible for special  treatment  under
the Code is currently  includible  in the gross income of a  non-natural  person
that is the contractholder. There are exceptions if an annuity is held by: (a) a
structured  settlement  company;  (b) an employer  with  respect to a terminated
pension plan; (c) entities  other than  employers,  such as a trust,  holding an
annuity as an agent for a natural person;  or (d) a decedent's  estate by reason
of the death of the decedent.

     Natural   Persons:   Increases   in  the  value  of  an  annuity  when  the
contractholder  is a natural person  generally are not taxed until  distribution
occurs.  Distribution  can be in a lump sum payment or in annuity payments under
the annuity option  elected.  Certain other  transactions  may be deemed to be a
distribution.  The  provisions  of  Section  72 of  the  Code  concerning  these
distributions are summarized briefly below.

     Distributions: Distributions received before the annuity payments begin are
treated as being derived  first from "income on the contract" and  includible in
gross income. The amount of the distribution  exceeding "income on the contract"
is not  included in gross  income.  "Income on the  contract"  for an annuity is
computed by  subtracting  from the value of all "related  contracts"  (our term,
discussed below) the taxpayer's "investment in the contract": an amount equal to
total  purchase   payments  for  all  "related   contracts"  less  any  previous
distributions or portions of such  distributions  from such "related  contracts"
not includible in gross income.  "Investment in the contract" may be affected by
whether an annuity or any "related contract" was purchased as part of a tax-free
exchange of life insurance or annuity contracts under Section 1035 of the Code.

"Related  contracts" may mean all annuity  contracts or certificates  evidencing
participation  in a  group  annuity  contract  for  which  the  taxpayer  is the
beneficial  owner and  which are  issued  by the same  insurer  within  the same
calendar year,  irrespective of the named annuitants.  It is clear that "related
contracts"  include  contracts prior to when annuity  payments  begin.  However,
there may be circumstances under which "related contracts" may include contracts
recognized  as immediate  annuities  under state  insurance law or annuities for
which annuity payments have begun. In a ruling addressing the applicability of a
penalty on  distributions,  the Internal  Revenue Service treated  distributions
from a contract  recognized as an immediate  annuity  under state  insurance law
like  distributions  from a deferred  annuity.  The situation  addressed by such
ruling included the fact that: (a) the immediate  annuity was obtained  pursuant
to an exchange of  contracts;  and (b) the purchase  payments for the  exchanged
contract were  contributed more than one year prior to the first annuity payment
payable under the immediate annuity.  This ruling also may or may not imply that
annuity  payments  from a deferred  annuity on or after its annuity  date may be
treated the same as  distributions  prior to the annuity  date if such  deferred
annuity  was:  (a) obtained  pursuant to an exchange of  contracts;  and (b) the
purchase payments for the exchanged  contract were made or may be deemed to have
been made more than one year prior to the first annuity payment.

If "related  contracts"  include  immediate  annuities  or  annuities  for which
annuity  payments have begun,  then "related  contracts"  would have to be taken
into  consideration  in determining  the taxable portion of each annuity payment
(as  outlined  in  the  "Annuity  Payments"  subsection  below)  as  well  as in
determining the taxable portion of distributions from an annuity or any "related
contracts"  before  annuity  payments  have  begun.  We  cannot  guarantee  that
immediate annuities or annuities for which annuity payments have begun could not
be deemed to be "related  contracts".  You are  particularly  cautioned  to seek
advice from your own tax advisor on this matter.

     Assignments  and Pledges:  Any  assignment or pledge of any portion of the
value of an  annuity  before  annuity  payments  have  begun  are  treated  as a
distribution  subject to taxation under the distribution  rules set forth above.
Any gain in an  annuity  subsequent  to the  assignment  or  pledge of an entire
annuity while such  assignment or pledge remains in effect is treated as "income
on the contract" in the year in which it is earned. For annuities not issued for
use as  qualified  plans  (see  "Tax  Considerations  When  Using  Annuities  in
Conjunction with Qualified  Plans"),  the cost basis of the annuity is increased
by the amount of any assignment or pledge  includible in gross income.  The cost
basis is not  affected  by any  repayment  of any loan for which the  annuity is
collateral or by payment of any interest thereon.

     Penalty on Distributions:  Subject to certain exceptions,  any distribution
is subject to a penalty  equal to 10% of the amount  includible in gross income.
This  penalty  does  not  apply  to  certain   distributions,   including:   (a)
distributions made on or after the taxpayer's age 59 1/2; (b) distributions made
on or after the death of the holder of the contract, or, where the holder of the
contract is not a natural person, the death of the annuitant;  (c) distributions
attributable to the taxpayer's  becoming disabled;  (d) distributions  which are
part of a scheduled series of substantially equal periodic payments for the life
(or life expectancy) of the taxpayer (or the joint lives of the taxpayer and the
taxpayer's  Beneficiary);  (e)  distributions  of amounts which are allocable to
"investments  in the contract" made prior to August 14, 1982; (f) payments under
an immediate annuity as defined in the Code; (g) distributions under a qualified
funding asset under Code Section 130(d);  or (h)  distributions  from an annuity
purchased by an employer on the termination of a qualified  pension plan that is
held by the employer until the employee separates from service.

Any modification,  other than by reason of death or disability, of distributions
which are part of a scheduled series of substantially equal periodic payments as
noted in (d),  above,  that occur before the  taxpayer's  age 59 1/2 or within 5
years of the first of such scheduled  payments will result in the requirement to
pay the taxes that would have been due had the payments  been treated as subject
to tax in the years received,  plus interest for the deferral period.  It is our
understanding  that the Internal  Revenue  Service does not consider a scheduled
series of  distributions  to  qualify  under  (d),  above,  if the holder of the
annuity  retains the right to modify such  distributions  at will,  even if such
right is not exercised, or, for a variable annuity, if the distributions are not
based on a  substantially  equal  number of Units,  rather than a  substantially
equal dollar amount.

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

     Annuity  Payments:  The taxable  portion of each payment is determined by a
formula which  establishes the ratio that  "investment in the contract" bears to
the total  value of  annuity  payments  to be made.  However,  the total  amount
excluded under this ratio is limited to the  "investment  in the contract".  The
formula differs between fixed and variable annuity  payments.  Where the annuity
payments  cease  because of the death of the person upon whose life payments are
based and, as of the date of death, the amount of annuity payments excluded from
taxable  income by the  exclusion  ratio does not exceed the  investment  in the
contract,  then the remaining portion of unrecovered  investment is allowed as a
deduction in the tax year of such death.

     Gifts:  The gift of an annuity  to other  than the  spouse of the  contract
holder (or former spouse incident to a divorce) is treated for tax purposes as a
distribution.

     Tax Free  Exchanges:  Section  1035 of the Code  permits  certain  tax-free
exchanges of a life insurance,  annuity or endowment contract for an annuity. If
an annuity is obtained by a tax-free  exchange of a life  insurance,  annuity or
endowment  contract  purchased prior to August 14, 1982, then any  distributions
other  than  as  annuity  payments  which  do  not  exceed  the  portion  of the
"investment in the contract"  (purchase  payments made into the other  contract,
less prior  distributions) prior to August 14, 1982, are not included in taxable
income.  In all other  respects,  the  general  provisions  of the Code apply to
distributions from annuities obtained as part of such an exchange.

   
     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.
    

     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 taxes
tend to apply to transfers of  significantly  large  dollar  amounts.  We may be
required to determine  whether a transaction must be treated as a direct skip as
defined in the Code and the amount of the resulting tax. If so required, we will
deduct  from your  Annuity  or from any  applicable  payment  to be treated as a
direct skip any amount we are required to pay as a result of the transaction.

     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).  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.

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

Certain distributions,  including rollovers,  from most retirement plans, may be
subject to automatic 20%  withholding  for Federal  income taxes.  This will not
apply to: (a) any portion of a distribution paid as Minimum  Distributions;  (b)
direct transfers to the trustee of another  retirement  plan; (c)  distributions
from an individual  retirement  account or individual  retirement  annuity;  (d)
distributions made as substantially equal periodic payments for the life or life
expectancy  of the  participant  in the  retirement  plan  or the  life  or life
expectancy of such participant and his or her designated  beneficiary under such
plan; and (e) certain other  distributions  where  automatic 20% withholding may
not apply.

     Tax  Considerations  When Using  Annuities in  Conjunction  with  Qualified
Plans:  There are various  types of qualified  plans for which an annuity may be
suitable.  Benefits  under a qualified  plan may be subject to that plan's terms
and conditions  irrespective  of the terms and conditions of any annuity used to
fund such  benefits  ("qualified  contract").  We have  provided  below  general
descriptions  of the types of qualified  plans in conjunction  with which we may
issue an Annuity.  These  descriptions  are not  exhaustive  and are for general
informational  purposes  only.  We are not obligated to make or continue to make
new  Annuities  available  for use with all the types of  qualified  plans shown
below.

The tax rules regarding  qualified  plans are complex.  The application of these
rules depend on individual facts and circumstances. Before purchasing an Annuity
for use in funding a qualified  plan,  you should  obtain  competent tax advice,
both as to the tax treatment and suitability of such an investment.

Qualified  contracts include special provisions  changing or restricting certain
rights and benefits otherwise available to non-qualified  annuities.  You should
read your  Annuity  carefully  to review any such  changes or  limitations.  The
changes and limitations may include,  but may not be limited to, restrictions on
ownership, transferability, assignability, contributions, distributions, as well
as reductions to the minimum  allowable  purchase payment for an annuity and any
subsequent   annuity  you  may  purchase  for  use  as  a  qualified   contract.
Additionally,  various  penalty and excise taxes may apply to  contributions  or
distributions made in violation of applicable limitations.

     Individual  Retirement  Programs:  Eligible  individuals  may  maintain  an
individual retirement account or individual retirement annuity ("IRA").  Subject
to  limitations,  contributions  of certain amounts may be deductible from gross
income.  Purchasers of IRAs are to 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 other qualified plans may be rolled over or transferred  into an IRA on
a  tax-deferred  basis.  Eligible  employers  that meet  specified  criteria may
establish  simplified employee pensions for employees using the employees' IRAs.
These  arrangements are known as SEP-IRAs.  Employer  contributions  that may be
made to SEP-IRAs  are larger than the amounts that may be  contributed  to other
IRAs, and may be deductible to the employer.
       

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

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

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

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

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

     OTHER MATTERS:  Outlined below are certain miscellaneous matters you should
know before investing in an
Annuity.

   
     Deferral of Transactions:  We may defer any annuity payout for a period not
to exceed the lesser of 6 months or the period permitted by law. If we defer 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.

     Resolving Material Conflicts:  Underlying mutual funds or portfolios may be
available  to  registered  separate  accounts  offering  either or both life and
annuity  contracts of insurance  companies not  affiliated  with us. We also may
offer life insurance  and/or annuity  contracts  that offer  different  variable
investment  options from those offered  under this Annuity,  but which invest in
the same underlying mutual funds or portfolios.  It is possible that differences
might arise  between our  Separate  Account B and one or more  accounts of other
insurance  companies which participate in a portfolio.  It is also possible that
differences  might arise  between a  Sub-account  offered under this Annuity and
variable  investment  options offered under different life insurance policies or
annuities  we offer,  even though such  different  variable  investment  options
invest in the same  underlying  mutual fund or portfolio.  In some cases,  it is
possible that the differences could be considered "material  conflicts".  Such a
"material  conflict"  could  also arise due to changes in the law (such as state
insurance law or Federal tax law) which affect either these  different  life and
annuity separate accounts or differing life insurance policies and annuities. It
could also arise by reason of differences in voting instructions of persons with
voting rights under our policies and/or  annuities and those of other companies,
persons  with voting  rights  under  annuities  and those with rights under life
policies,  or persons  with  voting  rights  under one of our life  policies  or
annuities  with those under other life policies or annuities we offer.  It could
also arise for other  reasons.  We will monitor events so we can identify how to
respond to such conflicts. If such a conflict occurs, we will take the necessary
action  to  protect  persons  with  voting  rights  under our life  policies  or
annuities  vis-a-vis those with rights under life policies or annuities  offered
by other insurance  companies.  We will also take the necessary  action to treat
equitably  persons  with voting  rights  under this Annuity and any persons with
voting rights under any other life policy or annuity we offer.

     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 B or
a portion thereof with other separate accounts;  (c) deregister Separate Account
B under the 1940 Act; (d) operate Separate Account B as a management  investment
company  under  the 1940 Act or in any other  form  permitted  by law;  (e) make
changes  required by any change in the  Securities Act of 1933, the Exchange Act
of 1934 or the 1940 Act; (f) make changes that are necessary to maintain the tax
status of your  Annuity  under the Code;  and (g) make  changes  required by any
change in other  Federal or state  laws  relating  to  retirement  annuities  or
annuity contracts.

   
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 B.
    

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  B,  which we
determine  to be  associated  with the class of  contracts to which your Annuity
belongs, to another 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.

     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.

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

     CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION:  The following are the
contents of the Statement of Additional Information:

     (1)  General   Information   Regarding   American  Skandia  Life  Assurance
Corporation

         (2)      Principal Underwriter

         (3)      Calculation of Performance Data

         (4)      Unit Price Determinations

         (5)      Independent Auditors

         (6)      Legal Experts

         (7)      Financial Statements








<PAGE>


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                                   APPENDIX A
- -------------------------------------------------------------------------------

   
     APPENDIX A SHORT DESCRIPTIONS OF THE UNDERLYING MUTUAL FUNDS' PORTFOLIO
                       INVESTMENT OBJECTIVES AND POLICIES
    

The  investment  objectives  for each  underlying  mutual fund are in bold face.
Please  refer  to the  prospectuses  of each  underlying  mutual  fund  for more
complete details and risk factors applicable to certain portfolios.

                             American Skandia Trust

   
JanCap Growth Portfolio: The investment objective of the JanCap Growth Portfolio
is growth of capital in a manner  consistent  with the  preservation of capital.
Realization  of income is not a  significant  investment  consideration  and any
income realized on investments, therefore, will be incidental to this objective.
The  objective  will be pursued by  emphasizing  investments  in common  stocks.
Common  stock   investments  will  be  in  industries  and  companies  that  the
portfolio's  sub-advisor  believes are  experiencing  favorable demand for their
products  and  services,  and  which  operate  in a  favorable  competitive  and
regulatory environment.  Investments may be made to a lesser degree in preferred
stocks,  convertible securities,  warrants, and debt securities of U.S. issuers,
when the  portfolio's  sub-advisor  perceives an opportunity  for capital growth
from such securities or so that a return may be received on the portfolio's idle
cash. Debt securities which the portfolio may purchase  include  corporate bonds
and debentures  (not to exceed 5% of net assets in bonds rated below  investment
grade),   mortgage-backed  and  asset-backed   securities,   zero-coupon  bonds,
indexed/structured  notes, high-grade commercial paper,  certificates of deposit
and repurchase agreements.  Securities of foreign issuers,  including securities
of  foreign  governments  and  Euromarket  securities,  also  may be  purchased.
Although it is the general policy of the JanCap Growth Portfolio to purchase and
hold  securities  for  capital  growth,   changes  will  be  made  whenever  the
portfolio's sub-advisor believes they are advisable.  Because investment changes
usually will be made without reference to the length of time a security has been
held, a significant number of short-term transactions may result.

Investments  also may be made in  "special  situations"  from  time to  time.  A
"special situation" arises when, in the opinion of the portfolio's  sub-advisor,
the  securities  of a particular  company will be recognized  and  appreciate in
value  due to a  specific  development,  such as a  technological  breakthrough,
management  change  or a  new  product  at  that  company.  Subject  to  certain
limitations,  the JanCap  Growth  Portfolio  may purchase  and write  options on
securities (including index options) and options on foreign currencies,  and may
invest in  futures  contracts  on  securities,  financial  indices  and  foreign
currencies,   ("futures  contracts"),  options  on  futures  contracts,  forward
contracts and swaps and swap-related  products.  These  instruments will be used
primarily  for hedging  purposes.  Investment  of up to 15% of the JanCap Growth
Portfolio's total assets may be made in securities that are considered  illiquid
because  of the  absence  of a  readily  available  market  or due to  legal  or
contractual restrictions.
    

   
Lord Abbett Growth and Income  Portfolio:  The investment  objective of the Lord
Abbett  Growth and Income  Portfolio is  long-term  growth of capital and income
while attempting to avoid excessive fluctuations in market value. This objective
will be pursued by  investing  in  securities  which are  selling at  reasonable
prices in relation to value. Normally, investments will be made in common stocks
of seasoned companies which are expected to show above-average  growth and which
the Sub-advisor believes to be in sound financial condition.
    
Seligman Henderson  International Equity Portfolio:  The investment objective of
the Seligman  Henderson  International  Equity  Portfolio  is long-term  capital
appreciation   consistent  with   preservation  of  capital   primarily  through
investment in securities of non-United States issuers.  The portfolio may invest
in  securities of issuers  domiciled in any country but under normal  conditions
investments  will be made in two  principal  regions:  The  United  Kingdom  and
Continental  Europe;  and the  Pacific  Basin  Countries.  Continental  European
countries  include  Austria,  Belgium,  Denmark,  Federal  Republic  of Germany,
Finland,  France,  Greece,  Ireland,  Italy,  Luxembourg,  Netherlands,  Norway,
Portugal, Spain, Sweden and Switzerland.  Countries in the Pacific Basin include
Australia,  Hong Kong, India,  Japan,  Korea,  Malaysia,  New Zealand,  People's
Republic of China, Philippines,  Singapore,  Taiwan, and Thailand. The portfolio
believes  that it will  usually have assets  invested in both of these  regions.
Although  under normal market  conditions the portfolio will invest in a minimum
of five countries,  it may have assets invested in many of the above  countries.
Investments  will not normally be made in securities  of issuers  located in the
United States or Canada.

Seligman  Henderson  International  Small Cap: The  investment  objective of the
Seligman  Henderson  International  Small Cap  Portfolio  is  long-term  capital
appreciation.  The portfolio seeks to achieve this objective primarily by making
international investments in securities of companies with small to medium market
capitalizations.  The portfolio may invest in securities of issuers domiciled in
any country. Under normal conditions investments will be made in three principal
regions:  The United  Kingdom/Continental  Europe;  the Pacific Basin; and Latin
American.  Under  normal  market  conditions,  the  portfolio's  assets  will be
invested in securities of issuers located in at least three different countries.
Investments  will not normally be made in securities  of issuers  located in the
United States or Canada. Some of the countries in which the portfolio may invest
may be considered to be developing  and may involve  special risks The portfolio
may  invest in all types of  securities,  most of which will be  denominated  in
currencies  other than the U.S.  dollar.  The portfolio will normally invest its
assets in equity securities, including common stock, securities convertible into
common  stock,  depository  receipts  for these  securities  and  warrants.  The
portfolio may,  however,  invest up to 25% of its assets in preferred  stock and
debt  securities  if the  sub-advisor  believes  that the  capital  appreciation
available from an investment in such securities will equal or exceed the capital
appreciation available from an investment in equity securities. In extraordinary
circumstances,  the  portfolio  may invest  for  temporary  defensive  purposes,
without limit, in large capitalization  companies or increase its investments in
debt securities.

Equity  securities in which the portfolio will invest may be listed on a foreign
stock  exchange  or traded in foreign  over-the-counter  markets.  Under  normal
market conditions, the portfolio will invest at least 65% of its total assets in
securities of small-to medium-sized  companies with market capitalizations up to
$750  million,  although  up to 35% of  its  total  assets  may be  invested  in
securities of companies with market  capitalizations  over $750 million There is
no  requirement  that the debt  securities  in which the portfolio may invest be
rated by a recognized rating agency.  However, it is the portfolio's policy that
investments in debt securities,  whether rated or unrated,  will be made only if
they  are  "investment   grade"  securities  or  are,  in  the  opinion  of  the
sub-advisor,  of  equivalent  quality  to  "investment  grade"  securities.  The
portfolio  may also invest in  securities  represented  by  European  Depository
Receipts ("EDRs") or American Depository Receipts ("ADRs"). Investments in small
companies may involve greater risks, such as limited product lines,  markets and
financial or managerial  resources.  Less  frequently-traded  securities  may be
subject to more abrupt price movements than securities of larger companies.

AST Money Market  Portfolio:  The investment  objectives of the AST Money Market
Portfolio are to maximize  current income and maintain high levels of liquidity.
This   portfolio   attempts  to  accomplish  its  objectives  by  maintaining  a
dollar-weighted  average  maturity of not more than 90 days and by  investing in
the types of securities  described below which have effective  maturities of not
more than 397 days.  Investments  may include  obligations  of the United States
government,  its agencies or  instrumentalities;  certificates of deposit,  time
deposits and bankers'  acceptances of certain financial  institutions which have
more than $2 billion in total  assets;  commercial  paper and  corporate  bonds;
asset-backed  securities;  and  repurchase  and reverse  repurchase  agreements.
Securities may be purchased on a when-issued or delayed delivery basis.  Subject
to applicable investment  restrictions,  the AST Money Market Portfolio also may
lend its securities.

Federated  Utility Income Portfolio:  The investment  objective of the Federated
Utility Income  Portfolio is to achieve high current income and moderate capital
appreciation by investing primarily in a professionally  managed and diversified
portfolio of equity and debt  securities  of utility  companies.  The  portfolio
intends to achieve its  investment  objective  by  investing  in equity and debt
securities of utility  companies  that produce,  transmit or distribute  gas and
electric  energy  as  well  as  those  companies  that  provide   communications
facilities, such as telephone and telegraph companies. As a matter of investment
policy that can be changed without  shareholder  vote, the portfolio will invest
at least 65% of its total assets in securities of utility companies.

   
Federated High Yield Portfolio:  The investment  objective of the Federated High
Yield  Portfolio  is to seek high  current  income by  investing  primarily in a
diversified  portfolio of fixed income securities.  The portfolio will invest at
least 65% of its assets in  lower-rated  fixed income bonds.  The corporate debt
obligations in which the portfolio  invests are usually not in the three highest
rating categories of a nationally  recognized rating organization (AAA, AA, or A
for  Standard & Poor's and Aaa, Aa or A for Moody's) but are in the lower rating
categories  or are unrated but are of  comparable  quality and have  speculative
characteristics  or are  speculative.  Lower-rated or unrated bonds are commonly
referred  to as  "junk  bonds".  There is no  minimal  acceptable  rating  for a
security to be purchased or held in the  portfolio,  and the portfolio may, from
time to time,  purchase or hold securities  rated in the lowest rating category.
Under normal  circumstances,  the portfolio will not invest more than 10% of the
value of its total assets in equity  securities.  The fixed income securities in
which the  portfolio  may invest  include,  but are not  limited  to:  preferred
stocks,  bonds,  debentures,  notes,  equipment lease certificates and equipment
trust certificates.  The portfolio will invest primarily in fixed rate corporate
debt obligations.

AST Phoenix Balanced Asset  Portfolio:  The AST Phoenix Balanced Asset Portfolio
seeks as its investment objectives  reasonable income,  long-term capital growth
and conservation of capital.  The portfolio  intends to invest based on combined
considerations of risk,  income,  capital  enhancement and protection of capital
value. The portfolio may invest in any type or class of security.  Normally, the
portfolio will invest in common stocks and fixed income securities;  however, it
may also invest in securities  convertible  into common stocks.  At least 25% of
the value of its assets will be invested in fixed income senior securities.  The
portfolio  may also  engage in  certain  options  transactions  and  enter  into
financial  futures  contracts and related  options for hedging  purposes and may
invest  in  deferred  or zero  coupon  debt  obligations.  In  implementing  the
investment  objectives of the portfolio,  the sub-advisor will select securities
believed to have potential for the production of current  income,  with emphasis
on securities that also have potential for capital enhancement.  In an effort to
protect  its  assets  against  major  market  declines,  or for other  temporary
defensive purposes, the portfolio may actively pursue a policy of retaining cash
or investing part or all of its assets in cash  equivalents,  such as government
securities and high grade commercial paper.
    
       

   
T. Rowe Price Asset  Allocation  Portfolio:  The investment  objective of the T.
Rowe Price Asset Allocation Portfolio is to seek a high level of total return by
investing   primarily  in  a  diversified  group  of  fixed  income  and  equity
securities.  The Portfolio is designed to balance the potential  appreciation of
common  stocks with the income and  principal  stability  of bonds over the long
term. Under normal market  conditions over the long-term,  the Portfolio expects
to allocate its assets so that approximately 40% of such assets will be in fixed
income securities and approximately 60% in equity securities.

The  Portfolio's  fixed income  securities  will be allocated  among  investment
grade, high yield and non-dollar debt securities.  The weighted average maturity
for this  portion of the  Portfolio is  generally  expected to be  intermediate,
although  it  may  vary  significantly.  High-yielding,   income-producing  debt
securities (commonly referred to as "junk bonds") and preferred stocks including
convertible securities may be purchased without regard to maturity, however, the
average maturity of the bonds is expected to be approximately 10 years, although
it may vary if market  conditions  warrant.  Quality will  generally  range from
lower-medium  to low and the Portfolio may also purchase bonds in default if, in
the  opinion of the  Sub-advisor,  there is  significant  potential  for capital
appreciation.

The  Portfolio's  equity  securities will be allocated among large and small-cap
U.S. and  non-dollar  equity  securities.  Large-cap will generally be stocks of
well-established companies with capitalization over $1 billion which can produce
increasing  dividend income.  Small-cap will be common stocks of small companies
or companies which offer the possibility of accelerated  earnings growth because
of rejuvenated  management,  new products or structural  changes in the economy.
Current income is not a factor in the selection of these stocks.

The Portfolio will generally trade in securities (either common stocks or bonds)
for  short-term  profits,  but, when  circumstances  warrant,  securities may be
purchased and sold without regard to the length of time held.

T. Rowe Price International Equity Portfolio: The investment objective of the T.
Rowe Price International  Equity Portfolio is to seek total return on its assets
from long-term growth of capital and income,  principally through investments in
common stocks of established, non-U.S. companies. Investments may be made solely
for capital appreciation or solely for income or any combination of both for the
purpose of achieving a higher overall  return.  Total return consists of capital
appreciation or depreciation, dividend income, and currency gains or losses. The
Portfolio  intends to  diversify  investments  broadly  among  countries  and to
normally have at least three different  countries  represented in the Portfolio.
The Portfolio may invest in countries of the Far East and Western Europe as well
as South  Africa,  Australia,  Canada  and  other  areas  (including  developing
countries). Under unusual circumstances,  the Portfolio may invest substantially
all of its assets in one or two countries.

T. Rowe Price Natural Resources:  The investment  objective of the T. Rowe Price
Natural  Resources  Portfolio  is to seek  long-term  growth of capital  through
investment  primarily in common stocks of companies which own or develop natural
resources  and other basic  commodities.  Current  income is not a factor in the
selection of stocks for investment by the  Portfolio.  Total return will consist
primarily of capital  appreciation (or depreciation).  The Portfolio will invest
primarily (at least 65% of its total assets) in common stocks of companies which
own or develop natural resources and other basic  commodities.  However,  it may
also purchase other types of securities,  such as selected,  non-resource growth
companies,  foreign  securities,   convertible  securities  and  warrants,  when
considered  consistent with the Portfolio's  investment  objective and policies.
The Portfolio may also engage in a variety of investment  management  practices,
such as buying and selling futures and options.

Some of the most  important  factors  evaluated by the  Sub-advisor in selecting
natural resource companies are the capability for expanded production,  superior
exploration programs and production facilities,  and the potential to accumulate
new  resources.  The  Portfolio  expects  to  invest in those  natural  resource
companies  which own or  develop  energy  sources  (such as oil,  gas,  coal and
uranium),  precious metals,  forest products,  real estate,  nonferrous  metals,
diversified resources,  and other basic commodities which, in the opinion of the
Sub-advisor,  can be produced and marketed  profitably  during periods of rising
labor  costs and prices.  However,  the  percentage  of the  Portfolio's  assets
invested  in natural  resource  and  related  businesses  versus the  percentage
invested in  non-resource  companies  may vary greatly  depending  upon economic
monetary  conditions  and the outlook  for  inflation.  The  earnings of natural
resource companies may be expected to follow irregular  patterns,  because these
companies are particularly  influenced by the forces of nature and international
politics.  Companies  which own or develop  real estate might also be subject to
irregular  fluctuations  of earnings,  because  these  companies are affected by
changes in the availability of money, interest rates, and other factors.

The  Portfolio  may invest up to 50% of its total assets in foreign  securities.
These include non-dollar  denominated  securities traded outside of the U.S. and
dollar  denominated  securities  traded in the U.S. (such as ADRs).  Some of the
countries in which the  Portfolio  may invest may be considered to be developing
and may involve special risks.  The Portfolio will not purchase a non-investment
grade debt  security  (or junk bond) if  immediately  after  such  purchase  the
Portfolio  would  have  more  than  10% of its  total  assets  invested  in such
securities.  Junk bonds are regarded as predominantly speculative and high risk.
The  Portfolio  may invest up to 10% of its total assets in hybrid  instruments.
Such  instruments  may take a variety of forms,  such as debt  instruments  with
interest  or  principal  payments  determined  by  reference  to the  value of a
currency, security index or commodity at a future point in time.

T. Rowe Price International Bond Portfolio: The T. Rowe Price International Bond
Portfolio  seeks to provide  high  current  income and capital  appreciation  by
investing in high-quality, non dollar-denominated government and corporate bonds
outside the United States. The Portfolio is intended for long-term investors who
can accept the risks  associated with investing in  international  bonds.  Total
return consists of income after expenses,  bond price gains (or losses) in terms
of the local currency and currency gains (or losses). The value of the Portfolio
will fluctuate in response to various  economic  factors,  the most important of
which are fluctuations in foreign currency exchange rates and interest rates.

The  Portfolio  will  invest at least 65% of its  assets  in  high-quality,  non
dollar-denominated  government  and corporate  bonds outside the United  States.
Because  the  Portfolio's  investments  are  primarily  denominated  in  foreign
currencies,  exchange  rates are  likely to have a  significant  impact on total
Portfolio  performance.  Investors  should be aware that exchange rate movements
can be significant and endure for long periods of time.

The Portfolio may also invest up to 20% of its assets in below investment-grade,
high-risk  bonds,  including  bonds in default or those with the lowest  rating.
Defaulted bonds are acquired only if the Sub-advisor  foresees the potential for
significant capital  appreciation.  Securities rated below  investment-grade are
commonly  referred to as "junk bonds" and involve  greater price  volatility and
higher  degrees of  speculation  with  respect to the payment of  principal  and
interest than higher quality fixed-income securities.

The  Portfolio  may also invest  more than 5% of its assets in the  fixed-income
securities of individual foreign  governments.  The Portfolio generally will not
invest more than 5% of its assets in any individual corporate issuer.  Since, as
a  nondiversified  investment  company,  the  Portfolio is permitted to invest a
greater  proportion  of its  assets in the  securities  of a  smaller  number of
issuers, the Portfolio may be subject to greater credit risk with respect to its
portfolio   securities   than  an  investment   company  that  is  more  broadly
diversified.

Because of the Portfolio's long-term investment objective,  investors should not
rely on an investment in the Portfolio for their short-term  financial needs and
should not view the Portfolio as a vehicle for playing  short-term swings in the
international  bond and foreign exchange markets.  Shares of the Portfolio alone
should not be regarded as a complete investment program.  Also, investors should
be aware that  investing in  international  bonds may involve a higher degree of
risk than investing in U.S. bonds.
    


Founders Capital  Appreciation  Portfolio:  The investment objective of Founders
Capital  Appreciation  Portfolio is capital  appreciation.  The  portfolio  will
normally  invest  at least 65% of its  total  assets  in  common  stocks of U.S.
companies  with market  capitalizations  of $1.5  billion or less.  These stocks
normally will be traded in the  over-the-counter  market. Since it may engage in
short-term  trading,  the portfolio may have annual portfolio  turnover rates in
excess of 100%.


INVESCO Equity Income Portfolio:  The investment objective of the INVESCO Equity
Income Portfolio is to seek high current income while following sound investment
practices.   Capital  growth   potential  is  an   additional,   but  secondary,
consideration in the selection of portfolio  securities.  The portfolio seeks to
achieve its objective by investing in securities which will provide a relatively
high-yield and stable return and which, over a period of years, may also provide
capital appreciation.  The portfolio normally will invest between 60% and 75% of
its assets in dividend-paying,  marketable common stocks of domestic and foreign
industrial  issuers.  The  portfolio  also  will  invest in  convertible  bonds,
preferred  stocks and debt  securities.  The portfolio may depart from the basic
investment objective and assume a defensive position with a large portion of its
assets  temporarily  invested  in high  quality  corporate  bonds,  or notes and
government issues, or held in cash. The portfolio's investments in common stocks
may decline in value.  To minimize the risk this  presents,  the portfolio  only
invests in  dividend-paying  common  stocks of domestic  and foreign  industrial
issuers  which  are  marketable,  and  will  not  invest  more  than  5% of  the
portfolio's  assets in the securities of any one company or more than 25% of the
portfolio's  assets in any one industry.  The  portfolio's  investments  in debt
securities will generally be subject to both credit risk and market risk.  There
are no  fixed-limitations  regarding portfolio  turnover.  The rate of portfolio
turnover may fluctuate as a result of constantly  changing  economic  conditions
and market circumstances.  Securities initially satisfying the portfolio's basic
objectives and policies may be disposed of when they are no longer suitable.  As
a result, it is anticipated that the portfolio's  annual portfolio turnover rate
may be in  excess  of 100%,  and may be  higher  than  that of other  investment
companies   seeking   current   income  with  capital   growth  as  a  secondary
consideration.  Increased  portfolio turnover would cause the portfolio to incur
greater brokerage costs than would otherwise be the case.

PIMCO Total Return Bond Portfolio:  The investment  objective of the PIMCO Total
Return Bond Portfolio is to seek to maximize total return. A secondary objective
is  preservation  of  capital.  The  sub-advisor  will  seek to  employ  prudent
investment  management  techniques,  especially  in light of the broad  range of
investment  instruments in which the portfolio may invest. The proportion of the
portfolio's  assets  committed  to  investment  in  securities  with  particular
characteristics (such as maturity,  type and coupon rate) will vary based on the
outlook for the U.S.  and foreign  economies,  the  financial  markets and other
factors.  The portfolio  will invest at least 65% of its assets in the following
types of  securities  which may be issued by  domestic or foreign  entities  and
denominated  in  U.S.  dollars  or  foreign  currencies:  securities  issued  or
guaranteed by the U.S. Government, its agencies or instrumentalities;  corporate
debt securities;  corporate  commercial paper;  mortgage and other  asset-backed
securities;  variable and floating rate debt  securities;  bank  certificates of
deposit; fixed time deposits and bankers' acceptances; repurchase agreements and
reverse  repurchase  agreements;  obligations  of foreign  governments  or their
subdivisions,   agencies  and   instrumentalities,   international  agencies  or
supranational  entities;  and  foreign  currency  exchange-related   securities,
including foreign currency warrants.  The portfolio will invest in a diversified
portfolio of  fixed-income  securities  of varying  maturities  with a portfolio
duration  from three to six years.  The portfolio may invest up to 20% of assets
in corporate debt securities that are rated below investment grade (i.e.,  rated
below Baa by Moody's or BBB by S&P or, if unrated, determined by the sub-advisor
to be of comparable  quality).  These  securities  are regarded as high risk and
predominantly  speculative  with respect to the issuer's  continuing  ability to
meet  principal and interest  payments (see the underlying  fund  prospectus for
details).

PIMCO  Limited  Maturity  Bond:  The  investment  objective of the PIMCO Limited
Maturity Bond  Portfolio is to seek to maximize  total return,  consistent  with
preservation of capital and prudent  investment  management.  The portfolio will
invest at least 65% of its total assets in the  following  types of  securities,
which may be issued by  domestic or foreign  entities  and  denominated  in U.S.
dollars or  foreign  currencies:  securities  issued or  guaranteed  by the U.S.
Government,  its agencies or instrumentalities  ("U.S. Government  securities");
corporate  debt  securities;  corporate  commercial  paper;  mortgage  and other
asset-backed  securities;  variable  and  floating  rate debt  securities;  bank
certificates  of  deposit,   fixed  time  deposits  and  bankers'   acceptances;
repurchase agreements and reverse repurchase agreements;  obligations of foreign
governments or their subdivisions, agencies and instrumentalities, international
agencies  or  supranational  entities;  and  foreign  currency  exchange-related
securities, including foreign currency warrants.

The  portfolio  may hold  different  percentages  of its assets in these various
types of securities,  and may invest all of its assets in derivative instruments
or in mortgage- or asset-backed securities.  There are special risks involved in
these instruments. The portfolio will invest in a diversified portfolio of fixed
income  securities of varying  maturities with a portfolio  duration from one to
three years.  The portfolio may invest up to 10% of its assets in corporate debt
securities  that are  rated  below  investment  grade  but  rated B or higher by
Moody's  or  S&P  (or,  if  unrated,  determined  by  the  sub-advisor  to be of
comparable  quality).  The  portfolio may also invest up to 20% of its assets in
securities  denominated in foreign currencies.  The "total return" sought by the
portfolio  will consist of interest and dividends  from  underlying  securities,
capital  appreciation  reflected in  unrealized  increases in value of portfolio
securities  (realized by the  shareholder  only upon selling shares) or realized
from the purchase  and sale of  securities,  and use of futures and options,  or
gains from favorable  changes in foreign  currency  exchange rates The portfolio
may invest directly in U.S. dollar- or foreign currency-denominated fixed income
securities of non-U.S. issuers. The portfolio will limit its foreign investments
to  securities  of  issuers  based  in  developed  countries   (including  Newly
Industrialized  Countries,  "NICs",  such as Taiwan,  South  Korea and  Mexico).
Investing in the securities of issuers in any foreign country  involves  special
risks.
       

   
Berger Capital Growth Portfolio:  The investment objective of the Berger Capital
Growth  Portfolio is long-term  capital  appreciation.  The  Portfolio  seeks to
achieve this  objective by investing  primarily in common stocks of  established
companies  which the  Sub-advisor  believes offer  favorable  growth  prospects.
Current income is not an investment  objective of the Portfolio,  and any income
produced  will  be a  by-product  of  the  effort  to  achieve  the  Portfolio's
objective.

In general,  investment  decisions  for the  Portfolio  are based on an approach
which seeks out successful companies because they are believed to be more apt to
become  profitable  investments.  To  evaluate  a  prospective  investment,  the
Sub-advisor  analyzes  information  from  various  sources,  including  industry
economic  trends,  earnings  expectations and fundamental  securities  valuation
factors to identify companies which in the Sub-advisor's opinion are more likely
to have predictable,  above average earnings growth, regardless of the company's
size and  geographic  location.  The  Sub-advisor  also  takes  into  account  a
company's  management and its innovations in products and services in evaluating
its prospects for continued or future earnings growth.

In selecting its portfolio securities,  the portfolio places primary emphasis on
established  companies  which it believes to have  favorable  growth  prospects.
Common  stocks  usually  constitute  all or most of the  Portfolio's  investment
holdings,  but the  Portfolio  remains free to invest in  securities  other than
common  stocks,  and may do so when deemed  appropriate  by the  Sub-advisor  to
achieve the objective of the  Portfolio.  The Portfolio  may, from time to time,
take substantial positions in securities  convertible into common stocks, and it
may also  purchase  government  securities,  preferred  stocks and other  senior
securities if its Sub-advisor believes these are likely to be the best suited at
that time to  achieve  the  Portfolio's  objective.  The  portfolio's  policy of
investing in securities  believed to have a potential  for capital  growth means
that a Portfolio  share may be subject to greater  fluctuations in value than if
the Portfolio invested in other securities.

Robertson  Stephens Value + Growth  Portfolio:  The investment  objective of the
Robertson Stephens Value + Growth Portfolio is to seek capital appreciation. The
Portfolio will invest primarily in growth companies  believed by the Sub-advisor
to have favorable  relationships between  price/earnings ratios and growth rates
in sectors offering the potential for above-average returns.

In selecting  investments for the Portfolio,  the Sub-advisor's primary emphasis
is typically on evaluating a company's  management,  growth prospects,  business
operations, revenues, earnings, cash flows, and balance sheet in relationship to
its share  price.  The  Sub-advisor  may select  stocks  which it  believes  are
undervalued   relative  to  the  current  stock  price.   When  the  Sub-advisor
anticipates that the price of a security will decline,  it may sell the security
short  and  borrow  the same  security  from a broker  or other  institution  to
complete the sale.

The  Portfolio  may invest a  substantial  portion  of its assets in  securities
issued by small companies.  Such companies may offer greater  opportunities  for
capital  appreciation than larger  companies,  but investments in such companies
may involve  certain  special risks such as limited  product lines,  markets and
financial or  managerial  resources.  These  securities  may be less  frequently
traded and the values may fluctuate more sharply than other securities.

The Portfolio  may invest up to 35% of its net assets in securities  principally
traded in foreign markets.  The Portfolio may buy or sell foreign currencies and
options and futures  contracts  on foreign  currencies  for hedging  purposes in
connection with its foreign investments.  The Portfolio may also at times invest
a  substantial  portion of their assets in  securities  of issuers in developing
countries. Although many of the securities in which the Portfolio may invest are
traded on securities  exchanges,  the Portfolio may trade in limited volume, and
the exchanges may not provide all of the conveniences or protections provided by
securities exchanges in more developed markets.

At times,  the Portfolio may invest more than 25% of its assets in securities of
issuers in one or more  market  sectors  such as, for  example,  the  technology
sector.  A market  sector  may be made up of  companies  in a number of  related
industries. The Portfolio would only concentrate its investments in a particular
market sector if the Sub-advisor were to believe the investment return available
from  concentration in that sector justifies any additional risk associated with
concentration in that sector.
    

                             The Alger American Fund

   
Alger American Growth Portfolio:  The investment objective of the Alger American
Growth  Portfolio is long-term  capital  appreciation.  Except during  temporary
defensive periods, the Portfolio invests at least 65 percent of its total assets
in  equity  securities  of  companies  that,  at the  time  of  purchase  of the
securities,  have total  market  capitalization  of $1 billion or  greater.  The
Portfolio  may  invest up to 35% of its total  assets  in equity  securities  of
companies  that, at the time of purchase,  have total market  capitalization  of
less than $1 billion  and in excess of that  amount  (up to 100% of its  assets)
during temporary defensive periods.

Alger American Small Capitalization  Portfolio:  The investment objective of the
Portfolio is long-term capital  appreciation.  Except during temporary defensive
periods,  the  Portfolio  invests  at least  65% of its  total  assets in equity
securities of companies  that, at the time of purchase of the  securities,  have
total  market  capitalization  within  the range of  companies  included  in the
Russell 2000 Growth Index,  updated quarterly.  The Russell 2000 Growth Index is
designed to track the performance of small capitalization companies. At the date
of this Prospectus,  the range of market  capitalization  of these companies was
$20 million to $3.0  billion.  The  Portfolio  may invest up to 35% of its total
assets in equity  securities of companies  that,  at the time of purchase,  have
total  market  capitalization  outside  the range of  companies  included in the
Russell  2000  Growth  Index  and in excess  of that  amount  (up to 100% of its
assets) during temporary defensive periods.

Alger  American  MidCap  Growth  Portfolio:  The  investment  objective  of  the
Portfolio is long-term capital  appreciation.  Except during temporary defensive
periods,  the  Portfolio  invests  at least  65% of its  total  assets in equity
securities of companies  that, at the time of purchase of the  securities,  have
total market  capitalization  within the range of companies  included in the S&P
MidCap 400 Index,  updated  quarterly.  The S&P MidCap 400 Index is  designed to
track the performance of medium  capitalization  companies.  At the date of this
Prospectus,  the  range of market  capitalization  of these  companies  was $153
million to $8.9 billion.  The Portfolio may invest up to 35% of its total assets
in equity  securities  of companies  that,  at the time of purchase,  have total
market capitalization  outside the range of companies included in the S&P MidCap
400  Index  and in  excess  of that  amount  (up to 100% of its  assets)  during
temporary defensive periods.
    
       

                  Neuberger & Berman Advisers Management Trust

(Each  portfolio of the  Neuberger & Berman  Advisers  Management  Trust invests
exclusively  in a  corresponding  series of Advisers  Managers  Trust in what is
sometimes known as a "master/feeder" fund structure.  Therefore,  the investment
objective of each portfolio  matches that of the series of the Advisers Managers
Trust in which the portfolio invests.  Therefore,  the following  information is
presented in terms of the applicable series of the Advisers Managers Trust.)
       

AMT Partners  Investments:  The investment objective of AMT Partners Investments
is to seek capital growth.  This investment  objective is  non-fundamental.  AMT
Partners   Investments   invests  primarily  in  common  stocks  of  established
companies,  using the  value-oriented  investment  approach.  The  series  seeks
capital  growth  through an  investment  approach  that is  designed to increase
capital with reasonable risk. Its investment  program seeks securities  believed
to be undervalued  based on strong  fundamentals  such as low  price-to-earnings
ratios,  consistent  cash flow, and support from asset values.  Up to 15% of the
series' net assets may be  invested in  corporate  debt  securities  rated below
investment  grade or in comparable  unrated  securities.  Securities rated below
investment  grade as well as  unrated  securities  are  often  considered  to be
speculative and usually entail greater risk.
       

   
                           Montgomery Variable Series

Emerging  Markets Fund:  The  investment  objective of the  Montgomery  Variable
Series  Emerging  Markets  Fund is  capital  appreciation,  which  under  normal
conditions  it seeks by  investing  at least 65% of its  total  assets in equity
securities  of  companies  in  countries  having  emerging  markets.  For  these
purposes,  the Fund defines an emerging market country as having an economy that
is or would be considered by the World Bank or the United Nations to be emerging
or developing. This Fund considers emerging market companies to be companies the
securities of which are principally  traded in the capital market of an emerging
market  country,  companies that derive at least 50% of their total revenue from
either goods produced or services  rendered in emerging market countries or from
sales made in such emerging market countries, regardless of where the securities
of such companies are principally  traded, or companies organized under the laws
of, and with a principal office in, an emerging market country.

This Fund uses a proprietary, quantitative asset allocation model created by the
Manager.  This  model  employs  mean-variance  optimization,  a process  used in
developed markets based on modern portfolio theory and statistics. Mean-variance
optimization  helps determine the percent of assets to invest in each country to
maximize expected returns for a given risk level. This Fund's aims are to invest
in those  countries that are expected to have the highest  risk/reward  tradeoff
when incorporated into a total portfolio context and to construct a portfolio of
emerging market  investments  approximating the risk level of an internationally
diversified  portfolio of  securities  in  developed  markets.  This  "top-down"
country selection is combined with "bottom-up" fundamental industry analysis and
stock selection based on original research, publicly available information,  and
company visits.

This Fund  invests  primarily in common stock but also may invest in other types
of equity  and  equity  derivatives  securities.  It may invest up to 35% of its
total assets in debt  securities,  including up to 5% in debt  securities  rated
below investment grade. The Fund has the right to purchase securities in foreign
countries.  Accordingly,  shareholders should consider carefully the substantial
risks involved in investing in securities issued by companies and governments of
foreign  nations,  which are in addition to the usual risks inherent in domestic
investments.  While the Fund may  invest in mature  suppliers  of  products  and
services,  and technologies,  the Fund also may invest in smaller companies that
may benefit from the  development  of new products and  services.  These smaller
companies may present greater  opportunities  for capital  appreciation  but may
involve  greater risk than larger,  mature  issuers.  The Fund is  authorized to
invest in medium  quality  (rated or equivalent to BBB by S&P or Baa by Moody's)
and in limited amounts of high risk,  lower quality debt  securities,  sometimes
called "junk bonds," (i.e.,  securities  rated below BBB or Baa) or, if unrated,
deemed to be of  equivalent  investment  quality as  determined  by the Manager.
Medium quality debt securities have speculative characteristics,  and changes in
economic conditions or other circumstances are more likely to lead to a weakened
capacity to make  principal  and interest  payments than is the case with higher
grade debt securities.
    



<PAGE>


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                  This prospectus  contains a short  description of the contents
                  of the Statement of Additional Information. You have the right
                  to receive from us such  Statement of Additional  Information.
                  To do so, please complete the following, detach it and forward
                  it to us at:

                  American Skandia Life Assurance Corporation
                         Attention: Concierge Desk
                                  P.O. Box 883
                           Shelton, Connecticut 06484

     
===============================================================================
PLEASE SEND ME A STATEMENT  OF  ADDITIONAL  INFORMATION  THAT  CONTAINS  FURTHER
DETAILS  ABOUT  THE  AMERICAN  SKANDIA  ANNUITY  DESCRIBED  IN  THE  PROSPECTUS.
WFEE-PROS                                                                 (5/96)
===============================================================================
===============================================================================




              -----------------------------------------------------------------
                                (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
                                  P.O. Box 883
                           Shelton, Connecticut 06484

     Issued by:                                                   Serviced by:

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

                                                       Distributed by:

                    AMERICAN SKANDIA MARKETING, INCORPORATED
                               One Corporate Drive
                           Shelton, Connecticut 06484
                            Telephone: (203) 926-1888



                       STATEMENT OF ADDITIONAL lNFORMATION


The investment  options  hereunder,  registered under the Securities Act of 1933
and the  Investment  Company Act of 1940,  are issued by AMERICAN  SKANDIA  LIFE
ASSURANCE  CORPORATION  VARIABLE  ACCOUNT B (CLASS 2 SUB-ACCOUNTS)  and AMERICAN
SKANDIA LIFE ASSURANCE CORPORATION

THIS STATEMENT OF ADDITIONAL  INFORMATlON IS NOT A PROSPECTUS.  THE  INFORMATION
CONTAINED  HEREIN  SHOULD BE READ IN  CONJUNCTlON  WITH THE  PROSPECTUS  FOR THE
AMERICAN SKANDIA LIFE VARIABLE ANNUITY CONTRACTS WHICH ARE REFERRED TO HEREIN.

     THE PROSPECTUS SETS FORTH INFORMATION THAT A PROSPECTIVE  INVESTOR OUGHT TO
KNOW BEFORE  lNVESTING.  FOR A COPY OF THE PROSPECTUS  SEND A WRITTEN REQUEST TO
AMERICAN SKANDIA LIFE ASSURANCE CORPORATION,  P.O. BOX 883, SHELTON, CONNECTICUT
06484-0883, OR TELEPHONE 1-800-752-6342.


                         Date of Prospectus: May 1, 1996
            Date of Statement of Additional Information: May 1, 1996


<TABLE>
<CAPTION>
                                TABLE OF CONTENTS

<S>                                                                                                                    <C> 
Item                                                                                                                   Page

General Information Regarding American Skandia Life Assurance Corporation                                                 1
Principal Underwriter                                                                                                     1
Calculation of Performance Data                                                                                           2
Unit Price Determinations                                                                                                 5
Independent Auditors                                                                                                      6
Legal Experts                                                                                                             6
Financial Statements                                                                                                      6
</TABLE>

     GENERAL INFORMATION REGARDING 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
(formerly Skandia U.S. Investment Holding  Corporation) whose indirect parent is
Skandia Insurance Company Ltd.  (formerly Skandia Group 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.

     PRINCIPAL UNDERWRITER:  American Skandia Marketing, Incorporated , formerly
Skandia Life Equity Sales  Corporation  serves as principal  underwriter for the
Annuities.  We and ASM, Inc. are  wholly-owned  subsidiaries of American Skandia
Investment Holding Corporation.

AC-SAI (05/96)


<PAGE>



Annuities may be sold by agents of ASM, Inc. or agents of securities  brokers or
insurance  brokers who enter into  agreements with ASM, Inc. and who are legally
qualified  under  federal and state law to sell the  Annuities  in those  states
where the Annuities are to be offered. The Annuities are offered on a continuous
basis. ASM, Inc. is registered with the Securities and Exchange Commission under
the  Securities  Exchange Act of 1934 as a broker  dealer and is a member of the
National Association of Securities Dealers, Inc. ASM, Inc. currently receives no
underwriting commissions.

CALCULATION   OF  PERFORMANCE   DATA:  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,  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:

         (1) Current and  effective  yield:  The current  yield of the AST Money
Market 2 Sub-account  is calculated  based upon a seven day period ending on the
date of  calculation.  The  current  yield of this  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 this  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.

This  Sub-account  computes  effective  compound  yield  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  this
Sub-account. Net investment income for yield quotation purposes will not include
either  realized  or capital  gains and losses or  unrealized  appreciation  and
depreciation.

     (2) 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.

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

The performance  quoted  regarding the  Sub-accounts is "Standard Total Return".
Standard  Total Return is shown below  assuming the maximum sales charge applies
in all cases. However, performance figures are provided on the basis of: (a) the
maintenance  fee  applying  at issue and in all  subsequent  years;  and (b) not
applying at any time (the initial  Purchase  Payment is greater than $50,000 and
the Account  Value at the  beginning of each Annuity Year is above that amount).
Performance of the Sub-accounts  quoted in advertisements for annuity plans that
assess less than the maximum  sales charge will be based on the sales charge for
the applicable plan.

In addition to quotation in an  advertisement  of Standard Total Return,  we may
quote in the same  advertisements  the  performance of the  Sub-accounts  on the
basis of "Non-standard  Total Return".  "Non-standard  Total Return" is based on
the return of the Sub-accounts assuming no sales charge and no maintenance fee.



<PAGE>


   
     Total  Return  Percentages  For  Periods Of 1, 3, 5 and 10 Years As Well As
Inception-to-date ("ITD"), With All Periods Ending December 31, 1995
    

Standard Total Return  information is provided below only for those Sub-accounts
which invest in underlying  mutual fund portfolios  that were  operational as of
December 31, 1995. The inception date for the underlying  mutual fund portfolios
and the  performance  of such  portfolios  prior to the  inception  dates of the
Sub-accounts shown are provided by the underlying mutual funds. The return shown
for Sub-accounts  which began operations after the applicable  underlying mutual
fund portfolio is hypothetical and is based on performance  information provided
by such funds.  "N/A" means "not  applicable"  and indicates that the underlying
mutual fund  portfolio  was not in  operation  for the  applicable  period.  The
Annuity was designed  initially to be used with investment  allocation  services
provided by an Advisor. From the date of the initial offering on January 6, 1993
until July 1, 1994 a 1.00%  investment  allocation  services charge was assessed
against the Sub-accounts.  As of July 1, 1994 the investment allocation services
charge  is  no  longer  assessed  against  the  Sub-accounts.   The  performance
information  below  reflects  the  impact  of the  1.00%  investment  allocation
services charge for the period it was assessed.

                             <TABLE>
<CAPTION>
Standard Total Return
          (Assuming maximum sales charge and maximum maintenance fees)

                                                                                                                 Incep-
                                                1                3                 5               10           tion-to
                                              Yr.              Yr.               Yr.              Yr.             -Date

<S>                                        <C>              <C>                <C>                <C>            <C>
JanCap Growth 2                            34.60%           11.86%               N/A              N/A            13.00%
LA Growth and Income 2                     25.73%           12.47%               N/A              N/A            11.91%
Seligman Henderson International Equity 2   7.24%           13.43%             6.97%              N/A             9.53%
Seligman Henderson International Small Cap 2  N/A              N/A               N/A              N/A             2.28%
Fed Utility Income 2                       23.02%              N/A               N/A              N/A             7.30%
Fed High Yield 2                           16.60%              N/A               N/A              N/A             5.51%
AST Phoenix Balanced Asset 2               19.56%              N/A               N/A              N/A             8.27%
T. Rowe Price Asset Allocation 2           20.31%              N/A               N/A              N/A             8.56%
T. Rowe Price International Equity 2        8.31%              N/A               N/A              N/A             1.29%
T. Rowe Price Natural Resources 2             N/A              N/A               N/A              N/A            14.15%
T. Rowe Price International Bond 2(1)       8.32%              N/A               N/A              N/A             2.32%
Founders Capital Appreciation 2            29.30%              N/A               N/A              N/A            17.60%
INVESCO Equity Income 2                    26.87%              N/A               N/A              N/A            10.42%
PIMCO Total Return 2                       15.83%              N/A               N/A              N/A             5.48%
PIMCO Limited Maturity Bond 2                 N/A              N/A               N/A              N/A             4.38%
Berger Capital Growth 2                    21.35%              N/A               N/A              N/A            16.95%
RS Value + Growth 2                           N/A              N/A               N/A              N/A               N/A
AA Growth 2                                33.03%           17.19%            19.97%              N/A            17.93%
AA Small Capitalization 2                  40.79%           14.08%            18.85%              N/A            20.97%
AA Midcap Growth 2                         40.93%              N/A               N/A              N/A            26.75%
NB Partners 2                              31.84%              N/A               N/A              N/A            14.57%
MV Emerging Markets 2                         N/A              N/A               N/A              N/A               N/A
</TABLE>

<TABLE>
<CAPTION>
                              Standard Total Return
             (Assuming maximum sales charge and no maintenance fee)

                                                                                                                 Incep-
                                                1                3                 5               10           tion-to
                                              Yr.              Yr.               Yr.              Yr.             -Date

<S>                                        <C>              <C>                <C>                <C>            <C>
JanCap Growth 2                            34.81%           12.03%               N/A              N/A            13.22%
LA Growth and Income 2                     25.92%           12.64%               N/A              N/A            12.09%
Seligman Henderson International Equity 2   7.40%           13.60%             7.13%              N/A             9.70%
Seligman Henderson International Small Cap 2  N/A              N/A               N/A              N/A             2.51%
Fed Utility Income 2                       23.20%              N/A               N/A              N/A             7.48%
Fed High Yield 2                           16.78%              N/A               N/A              N/A             5.67%
AST Phoenix Balanced Asset 2               19.74%              N/A               N/A              N/A             8.46%
T. Rowe Price Asset Allocation 2           20.49%              N/A               N/A              N/A             8.73%
T. Rowe Price International Equity 2        8.47%              N/A               N/A              N/A             1.44%
T. Rowe Price Natural Resources 2             N/A              N/A               N/A              N/A            14.41%
T. Rowe Price International Bond 2(1)       8.48%              N/A               N/A              N/A             2.51%
Founders Capital Appreciation 2            29.49%              N/A               N/A              N/A            17.78%
INVESCO Equity Income 2                    27.06%              N/A               N/A              N/A            10.59%
PIMCO Total Return 2                       16.00%              N/A               N/A              N/A             5.64%
PIMCO Limited Maturity Bond 2                 N/A              N/A               N/A              N/A             4.62%
Berger Capital Growth 2                    21.53%              N/A               N/A              N/A            17.25%
RS Value + Growth 2                           N/A              N/A               N/A              N/A               N/A
AA Growth 2                                33.23%           17.37%            20.15%              N/A            18.10%
AA Small Capitalization 2                  41.01%           14.25%            19.03%              N/A            21.17%
AA Midcap Growth 2                         41.14%              N/A               N/A              N/A            26.97%
NB Partners 2                              32.03%              N/A               N/A              N/A            14.76%
MV Emerging Markets 2                         N/A              N/A               N/A              N/A               N/A
</TABLE>

<TABLE>
<CAPTION>
                            Non-standard Total Return
                  (Assumes no sales charge or maintenance fees)
                                                                                                                 Incep-
                                                1                3                 5               10           tion-to
                                              Yr.              Yr.               Yr.              Yr.             -Date

<S>                                        <C>              <C>                <C>                <C>            <C>
JanCap Growth 2                            36.86%           12.60%               N/A              N/A            13.77%
LA Growth and Income 2                     27.84%           13.21%               N/A              N/A            12.55%
Seligman Henderson International Equity 2   9.04%           14.18%             7.46%              N/A             9.95%
Seligman Henderson International Small Cap 2  N/A              N/A               N/A              N/A             4.07%
Fed Utility Income 2                       25.08%              N/A               N/A              N/A             8.10%
Fed High Yield 2                           18.56%              N/A               N/A              N/A             6.47%
AST Phoenix Balanced Asset 2               21.56%              N/A               N/A              N/A             9.07%
T. Rowe Price Asset Allocation 2           22.32%              N/A               N/A              N/A             9.56%
T. Rowe Price International Equity 2       10.12%              N/A               N/A              N/A             2.22%
T. Rowe Price Natural Resources 2             N/A              N/A               N/A              N/A            16.15%
T. Rowe Price International Bond 2(1)      10.14%              N/A               N/A              N/A             3.45%
Founders Capital Appreciation 2            31.47%              N/A               N/A              N/A            18.68%
INVESCO Equity Income 2                    29.00%              N/A               N/A              N/A            11.43%
PIMCO Total Return 2                       17.77%              N/A               N/A              N/A             6.45%
PIMCO Limited Maturity Bond 2                 N/A              N/A               N/A              N/A             6.21%
Berger Capital Growth 2                    23.38%              N/A               N/A              N/A            18.74%
RS Value + Growth 2                           N/A              N/A               N/A              N/A               N/A
AA Growth 2                                35.26%           17.96%            20.51%              N/A            18.36%
AA Small Capitalization 2                  43.15%           14.83%            19.39%              N/A            21.42%
AA Midcap Growth 2                         43.29%              N/A               N/A              N/A            27.69%
NB Partners 2                              34.04%              N/A               N/A              N/A            15.74%
MV Emerging Markets 2                         N/A              N/A               N/A              N/A               N/A
</TABLE>

<TABLE>
<CAPTION>
                            Non-standard Total Return
             (Assumes no sales charge and maximum maintenance fees)
                                                                                                                 Incep-
                                                1                3                 5               10           tion-to
                                              Yr.              Yr.               Yr.              Yr.             -Date

<S>                                        <C>              <C>                <C>                <C>            <C>
JanCap Growth 2                            36.65%           12.43%               N/A              N/A            13.55%
LA Growth and Income 2                     27.65%           13.04%               N/A              N/A            12.37%
Seligman Henderson International Equity 2   8.87%           14.01%             7.30%              N/A             9.78%
Seligman Henderson International Small Cap 2  N/A              N/A               N/A              N/A             3.84%
Fed Utility Income 2                       24.89%              N/A               N/A              N/A             7.91%
Fed High Yield 2                           18.38%              N/A               N/A              N/A             6.31%
AST Phoenix Balanced Asset 2               21.38%              N/A               N/A              N/A             8.89%
T. Rowe Price Asset Allocation 2           22.14%              N/A               N/A              N/A             9.39%
T. Rowe Price International Equity 2        9.95%              N/A               N/A              N/A             2.07%
T. Rowe Price Natural Resources 2             N/A              N/A               N/A              N/A            15.89%
T. Rowe Price International Bond 2(1)       9.97%              N/A               N/A              N/A             3.26%
Founders Capital Appreciation 2            31.27%              N/A               N/A              N/A            18.50%
INVESCO Equity Income 2                    28.80%              N/A               N/A              N/A            11.27%
PIMCO Total Return 2                       17.59%              N/A               N/A              N/A             6.29%
PIMCO Limited Maturity Bond 2                 N/A              N/A               N/A              N/A             5.97%
Berger Capital Growth 2                    23.19%              N/A               N/A              N/A            18.45%
RS Value + Growth 2                           N/A              N/A               N/A              N/A               N/A
AA Growth 2                                35.05%           17.78%            20.33%              N/A            18.18%
AA Small Capitalization 2                  42.94%           14.66%            19.21%              N/A            21.22%
AA Midcap Growth 2                         43.08%              N/A               N/A              N/A            27.47%
NB Partners 2                              33.84%              N/A               N/A              N/A            15.55%
MV Emerging Markets 2                         N/A              N/A               N/A              N/A               N/A
</TABLE>

   
(1) During these  periods,  the  Portfolio  (formerly  known as the "AST Scudder
International  Bond  Portfolio")  was  managed by  American  Skandia  Investment
Services,  Incorporated ("ASISI"), as investment manager, and was sub-advised by
Scudder,  Steven & Clark,  as  sub-adviser.  As of May 1, 1996, the Portfolio is
managed by ASISI, as investment  manager,  and sub-advised by Rowe Price-Fleming
International, Inc., as sub-adviser. As of May 1, 1996 various changes have been
made  to  the  Portfolio's  investment  objective  and to  its  fundamental  and
non-fundamental investment restrictions.
    

         The performance  quoted in any  advertising  should not be considered a
representation  of the  performance  of any  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 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.  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 Internal  Revenue
Code.

UNIT  PRICE  DETERMINATIONS:  For each  Sub-account  the  initial  Unit Price is
$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  portfolio  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 portfolio 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 portfolio 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.

   
     INDEPENDENT  AUDITORS:  Deloitte & Touche LLP, Two World Financial  Center,
New York, New York 10281-1433,  independent  auditors,  have performed an annual
audit of American  Skandia  Life  Assurance  Corporation  and an annual audit of
American  Skandia  Life  Assurance  Corporation  Variable  Account  B  (Class  2
Sub-accounts).  Audited  financial  statements  regarding  American Skandia Life
Assurance  Corporation  as of  December  31,  1995  and  1994,  and the  related
statements of operations,  shareholders's  equity and cash flows for each of the
three years in the period ended  December  31, are  included in the  Prospectus.
Audited  financial  statements for Variable Account B (Class 2 Sub-accounts) are
included herein. The financial  statements  included herein have been audited by
Deloitte & Touche LLP, independent  auditors, as stated in the report herein and
are included in reliance upon the report of such firm given upon their authority
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  FOR  SEPARATE  ACCOUNT  B  (CLASS  2  SUB-ACCOUNTS):  The
financial  statements  which follow in Appendix A are those of American  Skandia
Life Assurance  Corporation  Variable  Account B (Class 2 Sub-accounts)  for the
year ended December 31, 1995. There are other Sub-accounts included in Account B
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: Concierge Desk, P.O. Box
883, Shelton, Connecticut, 06484. Our phone number is 1-(800) 752-6342.


<PAGE>







                              Financial Statements





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 financial condition
of American  Skandia Life Assurance  Corporation (a  wholly-owned  subsidiary of
Skandia  Insurance  Company  Ltd.) as of  December  31,  1995 and 1994,  and the
related consolidated  statements of operations,  shareholder's  equity, and cash
flows for each of the three years in the period ended  December 31, 1995.  These
consolidated  financial  statements  are  the  responsibility  of the  Company's
management.  Our  responsibility is to express an opinion on these  consolidated
financial statements based on our audits.

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

In our opinion,  such consolidated  financial  statements present fairly, in all
material respects,  the consolidated financial position of American Skandia Life
Assurance  Corporation  as of December 31, 1995 and 1994, and the results of its
operations  and its cash flows for each of the three  years in the period  ended
December 31, 1995 in conformity with generally accepted accounting principles.





DELOITTE & TOUCHE LLP
New York, New York
March 14, 1996
 

                   AMERICAN SKANDIA LIFE ASSURANCE CORPORATION

          (a wholly-owned subsidiary of Skandia Insurance Company Ltd.)


                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

<TABLE>
<CAPTION>

                                                                                          AS OF DECEMBER 31,
                                                                                   1995                       1994
                                                                           ---------------------      ----------------------

ASSETS

Investments:
<S>                                                                      <C>                        <C>
   Fixed maturities - at amortized cost                                  $           10,112,705     $             9,621,865
   Investment in mutual funds - at market value                                       1,728,875                     840,637
   Short-term investments - at amortized cost                                        15,700,000                  24,000,000
                                                                           ---------------------      ----------------------

Total investments                                                                    27,541,580                  34,462,502

Cash and cash equivalents                                                            13,146,384                  23,909,463
Accrued investment income                                                               194,074                     173,654
Fixed assets                                                                             82,434                           0
Deferred acquisition costs                                                          270,222,383                 174,009,609
Reinsurance receivable                                                                1,988,042                           0
Receivable from affiliates                                                              860,991                     459,960
Income tax receivable                                                                   563,850                           0
State insurance licenses                                                              4,862,500                   5,012,500
Other assets                                                                          1,589,006                   1,261,513
Separate account assets                                                           4,699,961,646               2,625,127,128
                                                                           ---------------------      ----------------------

              Total Assets                                               $        5,021,012,890     $         2,864,416,329
                                                                           =====================      ======================


LIABILITIES AND SHAREHOLDER'S EQUITY

LIABILITIES:
Reserve for future contractowner benefits                                $           30,493,018     $            11,422,381
Annuity policy reserves                                                              19,386,490                  24,054,255
Income tax payable                                                                            0                      36,999
Accounts payable and accrued expenses                                                32,816,517                  31,753,380
Payable to affiliates                                                                   314,699                     261,552
Payable to reinsurer                                                                 64,995,470                  40,105,406
Short-term borrowing-affiliate                                                       10,000,000                  10,000,000
Surplus notes                                                                       103,000,000                  69,000,000
Deferred contract charges                                                               332,050                     449,704
Separate account liabilities                                                      4,699,961,646               2,625,127,128
                                                                           ---------------------      ----------------------

              Total Liabilities                                                   4,961,299,890               2,812,210,805
                                                                           ---------------------      ----------------------

SHAREHOLDER'S EQUITY:
Common stock, $80 par, 25,000 shares
  authorized, issued and outstanding                                                  2,000,000                   2,000,000
Additional paid-in capital                                                           81,874,666                  71,623,932
Unrealized investment gains and losses                                                  111,359                    (41,655)
Foreign currency translation                                                          (328,252)                           0
Accumulated deficit                                                                (23,944,773)                (21,376,753)
                                                                           ---------------------      ----------------------

              Total Shareholder's Equity                                             59,713,000                  52,205,524
                                                                           ---------------------      ----------------------

              Total Liabilities and Shareholder's                        $        5,021,012,890     $         2,864,416,329
Equity
                                                                           =====================      ======================
</TABLE>
                 See notes to consolidated financial statements

                                       10


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

                      CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>

                                                                                     FOR THE YEAR ENDED DECEMBER 31,
                                                                            1995                1994                 1993
                                                                       ----------------    ----------------     ---------------

REVENUES:
<S>                                                                  <C>                 <C>                  <C>
Annuity charges and fees                                             $      38,837,358   $      24,779,785    $     11,752,984
Fee Income                                                                   6,205,719           2,111,801             938,336
Net investment income                                                        1,600,674           1,300,217             692,758
Annuity premium income                                                               0              70,000             101,643
Net realized capital gains/(losses)                                             36,774             (1,942)             330,024
Other                                                                           64,882              24,550               1,269
                                                                       ----------------    ----------------     ---------------

     Total Revenues                                                         46,745,407          28,284,411          13,817,014
                                                                       ----------------    ----------------     ---------------


BENEFITS AND EXPENSES:
Benefits:
  Annuity benefits                                                             555,421             369,652             383,515
  Increase/(decrease) in annuity policy reserves                           (6,778,756)           5,766,003           1,208,454
  Cost of minimum death benefit reinsurance                                  2,056,606                   0                   0
  Return credited to contractowners                                         10,612,858           (516,730)             252,132
                                                                       ----------------    ----------------     ---------------

                                                                             6,446,129           5,618,925           1,844,101
                                                                       ----------------    ----------------     ---------------

Expenses:
  Underwriting, acquisition and other insurance expenses                    35,820,524          18,792,720           9,397,951
  Amortization of state insurance licenses                                     150,000             150,000             150,000
  Interest expense                                                           6,499,414           3,615,845             187,156
                                                                       ----------------    ----------------     ---------------

                                                                            42,469,938          22,558,565           9,735,107
                                                                       ----------------    ----------------     ---------------

     Total Benefits and Expenses                                            48,916,067          28,177,490          11,579,208
                                                                       ----------------    ----------------     ---------------

Income (loss) from operations before federal income taxes                  (2,170,660)             106,921           2,237,806

     Income tax                                                                397,360             247,429             182,965
                                                                       ----------------    ----------------     ---------------

Net income (loss)                                                    $     (2,568,020)   $       (140,508)    $      2,054,841
                                                                       ================    ================     ===============

</TABLE>
                 See notes to consolidated financial statements

                                     


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

                 CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY
<TABLE>
<CAPTION>
                                                                             FOR THE YEAR ENDED DECEMBER 31,
                                                                         1995               1994                1993
                                                                  -----------------    ---------------     ---------------

<S>                                                             <C>                  <C>                 <C>
Common stock, balance at beginning and end of year              $        2,000,000   $      2,000,000    $      2,000,000
                                                                  -----------------    ---------------     ---------------

Additional paid-in capital:
  Balance at beginning of year                                          71,623,932         71,623,932          67,623,932
  Additional contributions                                              10,250,734                  0           4,000,000
                                                                  -----------------    ---------------     ---------------

  Balance at end of year                                                81,874,666         71,623,932          71,623,932
                                                                  -----------------    ---------------     ---------------

Unrealized investment gains and losses:
  Balance at beginning of year                                            (41,655)                  0                   0
  Change in unrealized investment gains and losses                         153,014           (41,655)                   0
                                                                  -----------------    ---------------     ---------------

  Balance at end of year                                                   111,359           (41,655)                   0
                                                                  -----------------    ---------------     ---------------

Foreign currency translation:
  Balance at beginning of year                                                   0                  0                   0
  Change in foreign currency translation                                 (328,252)                  0                   0
                                                                  -----------------    ---------------     ---------------

  Balance at end of year                                                 (328,252)                  0                   0
                                                                  -----------------    ---------------     ---------------

Accumulated deficit:
  Balance at beginning of year                                        (21,376,753)       (21,236,245)        (23,291,086)
  Net income (loss)                                                    (2,568,020)          (140,508)           2,054,841
                                                                  -----------------    ---------------     ---------------

  Balance at end of year                                              (23,944,773)       (21,376,753)        (21,236,245)
                                                                  -----------------    ---------------     ---------------


      TOTAL SHAREHOLDER'S EQUITY                                $       59,713,000   $     52,205,524    $     52,387,687
                                                                  =================    ===============     ===============

</TABLE>
                 See notes to consolidated financial statements

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

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                                  FOR THE YEAR ENDED DECEMBER 31,
                                                                            1995                 1994                 1993
                                                                      ------------------  -------------------   -----------------
CASH FLOW FROM OPERATING ACTIVITIES:

<S>                                                                 <C>                   <C>                   <C>
  Net income (loss)                                                 $       (2,568,020)   $        (140,508)    $      2,054,841
  Adjustments  to  reconcile  net  income  (loss) to net cash
    used in  operating activities:
      (Decrease)/increase in annuity policy reserves                        (4,667,765)            6,004,603           4,223,289
      Decrease in policy and contract claims                                          0                    0            (52,400)
      Amortization of bond discount                                              23,449               21,964               6,754
      Amortization of state insurance licenses                                  150,000              150,000             150,000
      (Decrease)/increase in due to/from affiliates                           (347,884)              256,779           (397,125)
      Change in income tax payable/receivable                                 (600,849)               36,999                   0
      Increase in other assets                                                (409,927)            (742,041)           (220,172)
      (Increase)/decrease in accrued investment income                         (20,420)             (44,847)             154,902
      Change in reinsurance receivable                                      (1,988,042)                    0                   0
      Increase in accounts payables and accrued expenses                      1,063,137           13,396,502          14,005,962
      Change in deferred acquisition costs                                 (96,212,774)         (83,986,073)        (57,387,042)
      Change in deferred contract charges                                     (117,654)             (71,117)              13,898
      Change in foreign currency translation                                  (328,252)                    0                   0
      Realized (gain)/loss on sale of investments                              (36,774)                1,942           (330,024)
                                                                      ------------------  -------------------   -----------------

  Net cash used in operating activities                                   (106,061,775)         (65,115,797)        (37,777,117)
                                                                      ------------------  -------------------   -----------------

CASH FLOW FROM INVESTING ACTIVITIES:

  Purchase of fixed maturity investments                                      (614,289)          (1,989,120)         (6,847,630)
  Proceeds from the maturity of fixed maturity investments                      100,000            2,010,000                   0
  Proceeds from the sale of fixed maturity investments                                0                    0          10,971,574
  Purchase of shares in mutual funds                                        (1,566,194)            (922,822)                   0
  Proceeds from sale of shares in mutual funds                                  867,744               38,588                   0
  Purchase of short-term investments                                      (202,700,000)        (513,100,000)     (1,207,575,307)
  Sale of short-term investments                                            211,000,000          508,500,000       1,202,333,907
  Investments in separate accounts                                      (1,609,415,439)      (1,365,775,177)       (890,125,018)
                                                                      ------------------  -------------------   -----------------

  Net cash used in investing activities                                 (1,602,328,178)      (1,371,238,531)       (891,242,474)
                                                                      ------------------  -------------------   -----------------

CASH FLOW FROM FINANCING ACTIVITIES:

  Capital contributions from parent                                          10,250,734                    0           4,000,000
  Surplus notes                                                              34,000,000           49,000,000          20,000,000
  Short-term borrowing                                                                0                    0          10,000,000
  Increase in payable to reinsurer                                           24,890,064           28,555,190          11,550,216
  Proceeds from annuity sales                                             1,628,486,076        1,372,873,747         890,639,947
                                                                      ------------------  -------------------   -----------------

  Net cash provided by financing activities                               1,697,626,874        1,450,428,937         936,190,163
                                                                      ------------------  -------------------   -----------------

Net increase/(decrease) in cash and cash equivalents                       (10,763,079)           14,074,609           7,170,572

Cash and cash equivalents at beginning of year                               23,909,463            9,834,854           2,664,282
                                                                      ------------------  -------------------   -----------------

Cash and cash equivalents at end of year                            $        13,146,384 $         23,909,463  $        9,834,854
                                                                      ==================  ===================   =================

SUPPLEMENTAL CASH FLOW DISCLOSURE:
Income taxes paid                                                   $           995,496 $            161,398  $          169,339
                                                                      ==================  ===================   =================

Interest paid                                                       $           540,319 $            557,639  $          111,667
                                                                      ==================  ===================   =================
</TABLE>

                 See notes to consolidated financial statements


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

                   Notes to Consolidated Financial Statements


1.       BUSINESS OPERATIONS

         American  Skandia  Life  Assurance  Corporation  (the  "Company")  is a
         wholly-owned   subsidiary  of  American  Skandia   Investment   Holding
         Corporation (the "Parent"),  which in turn is a wholly-owned subsidiary
         of Skandia Insurance Company Ltd., a Swedish corporation.

         The Company  develops  annuity products and issues its products through
         its  affiliated  broker/dealer  company,  American  Skandia  Marketing,
         Incorporated.  The Company  currently  issues variable,  fixed,  market
         value adjusted and immediate annuities.

         During 1995, Skandia Vida, S.A. de C.V. was formed by the ultimate
         parent Skandia Insurance Company Ltd.  The Company owns 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 product within Mexico.


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.

         B.       Investments
                  -----------

                  The Company has classified  its fixed maturity  investments as
                  held to  maturity as the Company has the ability and intent to
                  hold those  investments  to  maturity.  Such  investments  are
                  carried at amortized cost.

                  The Company has  classified  its mutual  fund  investments  as
                  available  for sale.  Such  investments  are carried at market
                  value and changes in unrealized  gains and losses are reported
                  as a component of shareholder's equity.

                  Short-term investments are reported at cost which approximates
                  market value.

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

                  The Company adopted Statement of Financial Accounting
                  Standards (SFAS) No. 115, "Accounting for Certain Investments
                  in Debt and Equity Securities", effective January 1, 1994. The
                  adoption of SFAS No. 115 had no impact on the Company's
                  financial statements.

                                      

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

             Notes to Consolidated Financial Statements (continued)


         C.       Cash Equivalents
                  ----------------

                  The  Company   considers   all  highly  liquid  time  deposits
                  purchased  with a maturity of three  months or less to be cash
                  equivalents.

         D.       State Insurance Licenses
                  ------------------------

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

         E.       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  at December  31,  1995 and related  depreciation
                  expense for the year ended December 31, 1995 was $3,749.

         F.       Recognition of Revenue and Contract Benefits
                  --------------------------------------------

                  Annuity  contracts  without  significant  mortality  risk,  as
                  defined  by   Financial   Accounting   Standard  No.  97,  are
                  classified as  investment  contracts  (variable,  market value
                  adjusted  and  certain  immediate  annuities)  and those  with
                  mortality risk  (immediate  annuities) as insurance  products.
                  The policy of revenue  and  contract  benefit  recognition  is
                  described below.

                  Revenues for  variable  annuity  contracts  consist of charges
                  against contractowner account values for mortality and expense
                  risks and  administration  fees 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 change in reserves  in support of  contractowner
                  obligations,  all of which is included  in return  credited to
                  contractowners. Benefit reserves for these contracts represent
                  the account  value of the  contracts,  and are included in the
                  general account liability for future contractowner benefits to
                  the extent in excess of the separate account liabilities.

                  Revenues  for  immediate   annuity   contracts   without  life
                  contingencies  consist of net investment income.  Revenues for
                  immediate annuity contracts with life contingencies consist of
                  single premium payments  recognized as annuity  considerations
                  when received.  Benefit reserves for these contracts are based
                  on the  Society  of  Actuaries  1983 - a Table with an assumed
                  interest rate of 8.25%.

                  Annuity   sales  were   $1,628,486,000,   $1,372,874,000   and
                  $890,640,000  for 1995, 1994 and 1993,  respectively.  Annuity
                  contract   assets  under   management   were   $4,704,044,000,
                  $2,661,161,000  and  $1,437,554,000 at December 31, 1995, 1994
                  and 1993, respectively.

                                       

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

             Notes to Consolidated Financial Statements (continued)

         G.       Deferred Acquisition Costs
                  --------------------------

                  The costs of acquiring new  business,  which vary with and are
                  primarily related to the production of new business, are being
                  amortized in relation to the present value of estimated  gross
                  profits.  These costs  include  commissions,  cost of contract
                  issuance,   and  certain  selling   expenses  that  vary  with
                  production.  Details of the deferred acquisition costs for the
                  years ended December 31 follow:

<TABLE>
<CAPTION>

                                                              1995             1994              1993
                                                              ----             ----              ----

<S>                                                        <C>             <C>                 <C>
                  Balance at beginning of year             $174,009,609    $ 90,023,536        $32,636,494

                  Acquisition costs deferred
                  during the year                           106,063,698      85,801,180         59,676,296

                  Acquisition costs amortized
                  during the year                             9,850,924       1,815,107          2,289,254
                                                          -------------  ---------------     -------------

                  Balance at end of year                   $270,222,383    $174,009,609        $90,023,536
                                                           ============    =============       ===========
</TABLE>

         H.       Deferred Contract Charges
                  -------------------------

                  Certain  contracts are assessed a front-end fee at the time of
                  issue.  These fees are  deferred and  recognized  in income in
                  relation to the present  value of estimated  gross  profits of
                  the  related  contracts.  Details  of  the  deferred  contract
                  charges for the years ended December 31 follow:
<TABLE>
<CAPTION>

                                                               1995              1994             1993
                                                               ----              ----             ----

<S>                                                            <C>              <C>               <C>
                  Balance at beginning of year                 $449,704         $520,821          $506,923

                  Contract charges deferred
                  during the year                                21,513           87,114           144,537

                  Contract charges amortized
                  during the year                               139,167          158,231           130,639
                                                              ---------        ---------         ---------

                  Balance at end of year                       $332,050         $449,704          $520,821
                                                               ========         ========          ========

</TABLE>
                                      


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

             Notes to Consolidated Financial Statements (continued)


         I.       Separate Accounts
                  -----------------

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

                  Included in Separate  Account  liabilities is $586,233,752 and
                  $259,556,863  at  December  31,  1995 and 1994,  respectively,
                  relating to annuity contracts for which the  contractholder is
                  guaranteed a fixed rate of return.  Separate Account assets of
                  $588,835,051  and  $269,488,557 at December 31, 1995 and 1994,
                  respectively,  consisting  of  long  term  bonds,  short  term
                  securities, transfers due from general account and cash are in
                  support  of these  annuity  contracts,  as  pursuant  to state
                  regulation.

         J.       Income taxes
                  ------------

                  The Company is included in the consolidated federal income tax
                  return with all Skandia Insurance Company Ltd. subsidiaries in
                  the U.S.  The  federal  and  state  income  tax  provision  is
                  computed on a separate  return  basis in  accordance  with the
                  provisions of the Internal Revenue Code, as amended.  Prior to
                  1995, the Company filed a separate federal income tax return.

         K.       Translation of Foreign Currency
                  -------------------------------

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

         L.       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.

                                       


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

             Notes to Consolidated Financial Statements (continued)

         M.       Reinsurance
                  -----------

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

                  Effective  January  1, 1995,  the  Company  reinsured  certain
                  mortality  risks.  These  risks  result  from  the  guaranteed
                  minimum  death  benefit   feature  in  the  variable   annuity
                  products.

3.       INVESTMENTS

         The carrying value (amortized cost), gross unrealized gains (losses) 
         and estimated market value of investments in fixed maturities by 
         category as of December 31, 1995 and 1994 are shown below.  All 
         securities held at December 31, 1995 are publicly traded.

         Investments in fixed  maturities as of December 31, 1995 consist of the
         following:
<TABLE>
<CAPTION>
         <S>                           <C>               <C>                 <C>                    <C>  
                                                            Gross               Gross
                                       Amortized         Unrealized          Unrealized              Market
                                         Cost               Gains              Losses                 Value
         U.S. Government
         Obligations                   $ 4,304,731         $183,201              $1,778             $4,486,154

         Obligations of
         State and Political
         Subdivisions                      256,095                0               3,165                252,930

         Corporate
         Securities                      5,551,879           13,252                 346              5,564,785
                                     -------------       ----------            --------           ------------

         Totals                        $10,112,705         $196,453              $5,289            $10,303,869
                                       ===========         ========              ======            ===========
</TABLE>

         The amortized cost and market value of fixed maturities, by contractual
         maturity, at December 31, 1995 are shown below.
<TABLE>
<CAPTION>
         <S>                                         <C>                             <C>   
                                                        Amortized                        Market
                                                          Cost                            Value

         Due in one year or less                     $    379,319                    $    393,745

         Due after one through five years               6,358,955                       6,519,880

         Due after five through ten years               3,374,431                       3,390,244
                                                     ------------                   -------------

                                                      $10,112,705                     $10,303,869
                                                      ===========                     ===========
</TABLE>
                                       


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

             Notes to Consolidated Financial Statements (continued)


         Investments in fixed  maturities as of December 31, 1994 consist of the
         following:
<TABLE>
<CAPTION>
         <S>                           <C>               <C>                 <C>                    <C>
                                                           Gross               Gross
                                       Amortized         Unrealized          Unrealized              Market
                                         Cost               Gains              Losses                 Value
         U.S. Government
         Obligations                    $3,796,390           $2,119            $156,759             $3,641,750

         Obligations of
         State and Political
         Subdivisions                      261,852                0               9,156                252,696

         Corporate
         Securities                      5,563,623                0             547,023              5,016,600
                                       -----------       ----------           ---------            -----------

         Totals                         $9,621,865           $2,119            $712,938             $8,911,046
                                        ==========           ======            ========             ==========
</TABLE>
         Proceeds from maturities and sales of fixed maturity investments during
         1995,  1994  and  1993,  were  $100,000,  $2,010,000  and  $10,971,574,
         respectively.

<TABLE>
<CAPTION>

         Gross gains and gross losses realized were as follows:

         <S>               <C>                     <C>   
                                  Gross                 Gross
                                  Gains                Losses
                                  -----                ------
                                  
         1995              $           0           $         0

         1994              $           0           $         0

         1993                   $329,000           $         0

</TABLE>
                                       19


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

             Notes to Consolidated Financial Statements (continued)

         The  cost,   gross  unrealized  gains  (losses)  and  market  value  of
         investments  in mutual  funds at  December  31, 1995 and 1994 are shown
         below:
<TABLE>
<CAPTION>
        <S>                          <C>                 <C>                 <C>                <C>   
                                                            Gross               Gross
                                                         Unrealized          Unrealized          Market
                                         Cost               Gains              Losses             Value

         1995                        $1,617,516            $111,686           $     327         $1,728,875
                                     ==========            ========           =========         ==========

         1994                        $  882,292            $  4,483           $  46,138         $  840,637
                                     ==========            ========           =========         ==========
</TABLE>

         Proceeds from sales of investments in mutual funds during 1995 and 1994
were $867,744 and $38,588.

         Mutual fund gross gains and gross losses were as follows:
<TABLE>
<CAPTION>
         <S>                     <C>                   <C>
                                  Gross                 Gross
                                  Gains                Losses
                                  -----                ------

         1995                    $65,236               $28,462
                                 =======               =======

         1994                   $    510               $ 2,452
                                ========               =======
</TABLE>

4.       NET INVESTMENT INCOME

         Additional  information  with respect to net investment  income for the
         years ended December 31, 1995, 1994 and 1993 is as follows:
<TABLE>
<CAPTION>
                                                       1995                    1994                    1993
                                                       ----                    ----                    ----
<S>                                                <C>                     <C>                       <C>     
         Fixed Maturities                          $   629,743             $   616,987               $409,552
         Mutual Funds                                   59,895                  12,049                      0
         Short-Term Investments                        256,351                 142,421                394,545
         Cash and Cash Equivalents                     730,581                 633,298                 15,034
         Interest on Policy Loans                        4,025                   1,275                  1,015
                                                 -------------           -------------             ----------

         Total Investment Income                     1,680,595               1,406,030                820,146

         Investment Expenses                            79,921                 105,813                127,388
                                                  ------------             -----------              ---------

         Net investment income                      $1,600,674              $1,300,217               $692,758
                                                    ==========              ==========               ========
</TABLE>
                                       

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

             Notes to Consolidated Financial Statements (continued)

5.       INCOME TAXES

         Deferred  income  taxes  reflect the net tax  effects of (a)  temporary
         differences  between the carrying amounts of assets and liabilities for
         financial  reporting  purposes  and the  amounts  used for  income  tax
         purposes, and (b) operating loss and tax credit carryforwards.  The tax
         effects of  significant  items  comprising  the Company's  deferred tax
         balance as of December 31, 1995 and 1994, are as follows:
<TABLE>
<CAPTION>
                                                                    1995                  1994
                                                                    ----                  ----
         Deferred Tax (Liabilities):
<S>                                                             <C>                   <C>          
             Deferred acquisition costs                         ($57,399,960)         ($37,885,053)
             Payable to reinsurer                                (19,802,861)          (12,754,591)
             Unrealized investment gains and losses                  (38,976)               14,579
             Other                                                  (308,304)             (214,505)
                                                              --------------        --------------

             Total                                              ($77,550,101)         ($50,839,570)
                                                                ------------          ------------

         Deferred Tax Assets:
             Deferred contract charge                          $     116,218         $     157,396
             Net separate account liabilities                     72,024,094            51,637,155
             Reserve for future contractowner benefits            10,672,556             3,997,833
             Net operating loss carryforward                               0             1,813,670
             AMT credit carryforward                                 286,094                     0
             Foreign exchange translation                            114,888                     0
             Other                                                 3,661,104               878,030
                                                                ------------         -------------

             Total                                               $86,874,954           $58,484,084
                                                                 -----------           -----------

             Net before valuation allowance                     $  9,324,853          $  7,644,514

             Valuation allowance                                  (9,324,853)           (7,644,514)
                                                                ------------          ------------

             Net deferred tax balance                      $               0     $               0
                                                           -----------------     -----------------
</TABLE>

         The significant components of federal tax expense are as follows:
<TABLE>
<CAPTION>
                                                              1995               1994               1993
                                                              ----               ----               ----

<S>                                                       <C>                  <C>                <C>     
         Current tax expense                              $   394,648          $184,771           $182,965

         Deferred tax benefit:
             (exclusive of the effects of
             the change in valuation allowance)            (1,680,339)         (365,288)          (404,480)

         Change in valuation allowance                      1,680,339           365,288            404,480
                                                          -----------        ----------          ---------

         Total deferred tax expense                                 0                 0                  0
                                                         ------------        ----------          ---------

         Total income tax expense                        $    394,648          $184,771           $182,965

                                                         ============          ========           ========
</TABLE>
                                       

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

             Notes to Consolidated Financial Statements (continued)

         The state income tax expense was $2,712 and $62,658 for the years ended
         1995 and 1994, respectively.

         The federal 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>
                                                               1995              1994               1993
                                                               ----              ----               ----
<S>                                                        <C>                 <C>              <C>       
         Income (loss) before taxes                        ($2,170,660)        $106,921         $2,237,806
             Income tax rate                                        35%              35%                35%
                                                           ------------       ----------        -----------

         Tax expense at federal
             statutory income tax rate                        (759,731)          37,422            783,232

         Tax effect of:

             Permanent tax differences                        (253,101)         (82,188)            63,535

             Difference between financial
                statement and taxable income                 2,986,464        3,161,331          2,414,254

             Utilization of net operating
                loss carryforwards                          (1,487,144)      (3,116,565)        (3,261,021)

             Utilization of AMT credits                        (91,840)               0                  0

         Alternative minimum tax                                     0          184,771            182,965
                                                        --------------      -----------        -----------

         Income tax expense                                $   394,648       $  184,771         $  182,965
                                                           ===========       ==========         ==========
</TABLE>

6.       RELATED PARTY TRANSACTIONS

         Certain operating costs (including  personnel,  rental of office space,
         furniture,  and equipment) and investment expenses have been charged to
         the  Company  at cost by  American  Skandia  Information  Services  and
         Technology  Corporation,  an  affiliated  company;  and  likewise,  the
         Company has charged  operating  costs to  American  Skandia  Investment
         Services,  Incorporated,  an affiliated  company.  Income  received for
         these items was  $396,573,  $248,799  and  $146,134 for the years ended
         December 31, 1995, 1994 and 1993,  respectively.  The total cost to the
         Company for these items was $12,687,337,  $8,524,840 and $3,537,566 for
         the years ended December 31, 1995, 1994 and 1993, respectively. Amounts
         receivable from  affiliates  under this  arrangement  were $857,156 and
         $317,285  as of  December  31,  1995 and  1994,  respectively.  Amounts
         payable to affiliates under this arrangement were $304,525 and $261,552
         as of December 31, 1995 and 1994, respectively.

                                       

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

             Notes to Consolidated Financial Statements (continued)

7.       LEASES

         The Company leases office space under a lease agreement  established in
         1989 with an  affiliate  (American  Skandia  Information  Services  and
         Technology Corporation).  The lease expense for 1995, 1994 and 1993 was
         $1,265,771, $961,080 and $280,363,  respectively.  Future minimum lease
         payments  per year and in  aggregate  as of  December  31,  1995 are as
         follows:

                           1996                               1,178,550
                           1997                               1,178,550
                           1998                               1,178,550
                           1999                               1,178,550
                           2000 and thereafter                6,831,312
                                                            -----------

                           Total                            $11,545,512
                                                            ===========

8.       RESTRICTED ASSETS

         In  order  to  comply  with  certain   state   insurance   departments'
         requirements, the Company maintains bonds/notes on deposit with various
         states. The carrying value of these deposits amounted to $3,267,357 and
         $3,410,135  as of December  31,  1995,  and 1994,  respectively.  These
         deposits  are  required  to  be  maintained   for  the   protection  of
         contractowners within the individual states.

9.       RETAINED EARNINGS AND DIVIDEND RESTRICTIONS

         Statutory basis shareholder's equity was $132,493,899,  $95,001,971 and
         $60,666,243 at December 31, 1995, 1994 and 1993, respectively.

         The statutory  basis net income (loss) was  ($7,183,003),  ($9,789,297)
         and  $387,695 for the years ended  December  31,  1995,  1994 and 1993,
         respectively.

         Under state insurance laws, the maximum amount of dividends that can be
         paid  shareholders  without  prior  approval  of  the  state  insurance
         departments is subject to  restrictions  relating to statutory  surplus
         and net gain from  operations.  At December 31, 1995, no amounts may be
         distributed without prior approval.

10.      EMPLOYEE BENEFITS

         In 1989, the Company  established a 401(k) plan for which substantially
         all  employees  are  eligible.  Company  contributions  to this plan on
         behalf of the participants were $627,161, $431,559 and $250,039 for the
         years ended December 31, 1995, 1994 and 1993, respectively.

         The Company has a long-term  incentive  plan where units are awarded to
         executive  officers  and  other  personnel.  The  program  consists  of
         multiple  plans.  A  new  plan  is  instituted  each  year.  Generally,
         participants  must remain  employed by the Company or its affiliates at
         the time such units are payable in order to receive any payments  under
         the plan. The accrued  liability  representing the value of these units
         is  $4,600,831  and  $1,564,407  as of  December  31,  1995  and  1994,
         respectively.
                                       

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

             Notes to Consolidated Financial Statements (continued)

         In 1994, the Company established a deferred  compensation plan which is
         available to the internal field marketing  staff and certain  officers.
         Company  contributions to this plan on behalf of the participants  were
         $139,209 in 1995 and $106,882 in 1994.

11.      REINSURANCE

         The effect of the  reinsurance  agreements on the Company's  operations
         was to reduce annuity charges and fee income, death benefit expense and
         policy reserves. The effect of reinsurance for the years ended December
         31, 1995, 1994 and 1993 are as follows:
<TABLE>
<CAPTION>
                                                     1995
- ----------------------------------------------------------------------------------------------
         <S>               <C>                     <C>                      <C> 
                                Annuity            Change in Annuity         Return Credited
                           Charges and Fees         Policy Reserves         to Contractowners
                           ----------------         ---------------         -----------------

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

                                1994                      1993
                           ----------------        ----------------
                                Annuity                 Annuity
                           Charges and Fees        Charges and Fees
                           ----------------        ----------------

         Gross                $30,116,166             $12,446,277
         Ceded                  5,336,381                  693,293
                            -------------            -------------
         Net                  $24,779,785             $11,752,984
                              ===========             ===========


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

                                      


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

             Notes to Consolidated Financial Statements (continued)

12.      SURPLUS NOTES

         During 1995, the Company received $34 million from its parent in 
         exchange for three surplus notes.  The amounts were $10 million, $15
         million and $9 million, at interest rates of 7.52%, 7.49% and 7.47%, 
         respectively.  Interest expense for these notes was $83,281 for the 
         year ended December 31, 1995.

         During  1994,  the  Company  received  $49  million  from its parent in
         exchange for four surplus notes, two in the amount of $10 million,  one
         in the amount of $15 million and one in the amount of $14  million,  at
         interest rates of 7.28%, 7.90%, 9.13% and 9.78%, respectively. Interest
         expense for these notes was  $4,319,612  and  $1,618,504  for the years
         ended December 31, 1995 and 1994, respectively.

         During  1993,  the  Company  received  $20  million  from its parent in
         exchange  for a surplus  note in the  amount of $20  million at a 6.84%
         interest  rate.   Interest   expense  for  this  note  was  $1,387,000,
         $1,387,000 and $11,400 for the years ended December 31, 1995,  1994 and
         1993, respectively.

         Payment of interest and repayment of principal for these notes requires
         approval  by the  Commissioner  of the State of  Connecticut.  In 1995,
         approval was granted for the payment of surplus note  interest with the
         stipulation that it be funded through a capital  contribution  from the
         Parent.

13.      SHORT-TERM BORROWING

         During 1993, the Company received a $10 million loan from Skandia AB, a
         Swedish affiliate. Upon the last renewal the loan became payable to the
         Parent  rather than  Skandia AB. The loan  matures on March 6, 1996 and
         bears interest at 6.75.%. The total interest expense to the Company was
         $709,521,  $569,618 and $149,861 for the years ended December 31, 1995,
         1994 and 1993, respectively,  of which $219,375 and $50,174 was payable
         as of December 31, 1995 and 1994, respectively.

14.      CONTRACT WITHDRAWAL PROVISIONS

         Approximately  98% of the Company's  separate  account  liabilities are
         subject to  discretionary  withdrawal  with market value  adjustment by
         contractholders.  Separate  account  assets which are carried at market
         value are adequate to pay such withdrawals  which are generally subject
         to surrender  charges  ranging from 7.5% to 1% for contracts  held less
         than 7 years.

                                       


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

             Notes to Consolidated Financial Statements (continued)

15.      QUARTERLY FINANCIAL DATA (UNAUDITED)

         The  following  table  summarizes   information  with  respect  to  the
         operations of the Company.
<TABLE>
<CAPTION>
                                                                             Three Months Ended
                                                                             ------------------
                1995                              March 31            June 30         September 30       December 31
                ----                              --------            -------         ------------       -----------

         Premiums and other insurance
<S>                                             <C>                   <C>              <C>               <C>        
            revenues                            $  8,891,903          $10,066,478      $11,960,530       $14,189,048
         Net investment income                       551,690              434,273          293,335           321,376
         Net realized capital gains (losses)         (16,082)                (370)          44,644             8,582
                                               -------------     ----------------   --------------   ---------------
         Total revenues                         $  9,427,511          $10,500,381      $12,298,509       $14,519,006
                                                ============          ===========      ===========       ===========

         Benefits and expenses                   $11,438,798         $  9,968,595      $11,600,587       $15,908,087
                                                 ===========         ============      ===========       ===========

         Net income (loss)                      ($ 2,026,688)       $     531,486    $     678,312       ($1,751,130)
                                                 ============       =============    =============       ===========

                                                                             Three Months Ended
                1994                              March 31            June 30         September 30       December 31
                ----                              --------            -------         ------------       -----------
         Premiums and other insurance
            revenues                              $5,594,065           $6,348,777       $7,411,686        $7,631,608
         Net investment income                       252,914              336,149          264,605           446,549
         Net realized capital gains (losses)               0              (30,829)          25,914             2,973
                                            -----------------       -------------    --------------    -------------
         Total revenues                           $5,846,979           $6,654,097       $7,702,205        $8,081,130
                                                  ==========           ==========       ==========        ==========

         Benefits and expenses                    $5,701,460           $7,883,829       $8,157,535        $6,434,666
                                                  ==========           ==========       ==========        ==========

         Net income (loss)                       $   104,636          ($1,257,768)       ($503,793)       $1,516,417
                                                 ============         ===========        =========        ==========
</TABLE>

 
INDEPENDENT AUDITORS' REPORT
- -------------------------------------
 
To the Contractowners of
      American Skandia Life Assurance Corporation
       Variable Account B -- Class 2 and the
       Board of Directors of
       American Skandia Life Assurance Corporation
       Shelton, Connecticut
 
We have audited the accompanying statement of assets and liabilities of American
Skandia Life Assurance Corporation Variable Account B -- Class 2 as of December
31, 1995, and the related statements of operations and of changes in net assets
for the periods presented. 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. Our procedures included
confirmation of securities owned as of December 31, 1995 with the managers of
the mutual funds. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
 
In our opinion, such financial statements present fairly, in all material
respects, the financial position of American Skandia Life Assurance Corporation
Variable Account B -- Class 2 as of December 31, 1995, the results of its
operations and the changes in its net assets for the periods presented in
conformity with generally accepted accounting principles.
 
DELOITTE & TOUCHE LLP
New York, New York
February 20, 1996

AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
VARIABLE ACCOUNT B -- CLASS 2
 
STATEMENT OF ASSETS AND LIABILITIES
 
AS OF DECEMBER 31, 1995
- --------------------------------------------------------------------------------
 
<TABLE>
<S>                                                                                                              <C>
                                                           ASSETS
Investment in mutual funds at market value (Note 2):
    Neuberger & Berman Advisers Management Trust (NBAMT):
        Partners Portfolio - 210,166 shares (cost $2,734,336)..................................................  $ 2,780,494
    The Alger American Fund (AAF):
        Small Capitalization Portfolio - 115,943 shares (cost $4,538,396)......................................    4,569,296
        Growth Portfolio - 225,342 shares (cost $6,757,729)....................................................    7,021,672
        MidCap Growth Portfolio - 155,737 shares (cost $3,020,442).............................................    3,027,525
    American Skandia Trust (AST):
        Seligman Henderson International Equity Portfolio - 280,782 shares (cost $4,948,597)...................    5,110,226
        Seligman Henderson International Small Cap Portfolio - 137,176 shares (cost $1,420,535)................    1,417,025
        Lord Abbett Growth & Income Portfolio - 433,559 shares (cost $6,018,950)...............................    6,494,711
        JanCap Growth Portfolio - 325,786 shares (cost $4,503,294).............................................    5,017,104
        Money Market Portfolio - 10,367,753 shares (cost $10,367,753)..........................................   10,367,753
        Federated Utility Income Portfolio - 160,127 shares (cost $1,768,237)..................................    1,911,912
        Federated High Yield Portfolio - 305,062 shares (cost $3,148,429)......................................    3,398,385
        Phoenix Balanced Asset Portfolio - 230,339 shares (cost $2,715,306)....................................    2,886,154
        T. Rowe Price Asset Allocation Portfolio - 89,593 shares (cost $958,906)...............................    1,076,010
        T. Rowe Price International Equity Portfolio - 599,044 shares (cost $6,205,552)........................    6,379,815
        T. Rowe Price Natural Resources Portfolio - 27,224 shares (cost $293,877)..............................      302,455
        Founders Capital Appreciation Portfolio - 218,617 shares (cost $3,042,639).............................    3,115,296
        INVESCO Equity Income Portfolio - 290,858 shares (cost $3,297,215).....................................    3,635,719
        PIMCO Total Return Bond Portfolio - 844,753 shares (cost $8,952,120)...................................    9,579,495
        PIMCO Limited Maturity Bond Portfolio - 396,782 shares (cost $4,121,689)...............................    4,154,305
        Scudder International Bond Portfolio - 127,101 shares (cost $1,300,684)................................    1,347,267
        Berger Capital Growth Portfolio - 88,556 shares (cost $997,511)........................................    1,098,096
                                                                                                                 -----------
                Total Invested Assets..........................................................................   84,690,715
Receivable from American Skandia Life Assurance Corp...........................................................      350,875
Receivable from Neuberger & Berman Advisers Management Trust...................................................    3,373,549
Receivable from Alliance Variable Products Series Fund.........................................................    2,385,497
Receivable from Scudder Variable Life Investment Fund..........................................................    1,965,212
Receivable from Janus Aspen Series.............................................................................    2,234,781
                                                                                                                 -----------
                Total Assets...................................................................................  $95,000,629
                                                                                                                 ===========
</TABLE>
 
- --------------------------------------------------------------------------------
 
                                        2

 
AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
VARIABLE ACCOUNT B -- CLASS 2
 
STATEMENT OF ASSETS AND LIABILITIES (CONCLUDED)
 
AS OF DECEMBER 31, 1995
- --------------------------------------------------------------------------------
 
<TABLE>
<S>                                                                                                              <C>
                                                        LIABILITIES
Payable to American Skandia Trust..............................................................................  $ 8,656,699
Payable to The Alger American Fund.............................................................................    1,653,587
                                                                                                                 -----------
                Total Liabilities..............................................................................  $10,310,286
                                                                                                                 -----------
</TABLE>
 
                                   NET ASSETS
 
<TABLE>
<CAPTION>
                                                                                                          UNIT
                                 CONTRACTOWNERS' EQUITY                                       UNITS      VALUE
- -----------------------------------------------------------------------------------------    -------     ------
<S>                                                                                          <C>         <C>        <C>
    NBAMT - Partners.....................................................................    230,034     $12.09     $ 2,780,494
    AAF - Small Capitalization...........................................................    321,334      14.22       4,569,297
    AAF - Growth.........................................................................    506,542      13.86       7,021,671
    AAF - MidCap Growth..................................................................    204,227      14.82       3,027,525
    AST - Seligman Henderson International Equity........................................    452,589      11.29       5,110,226
    AST - Seligman Henderson International Small Cap.....................................    137,991      10.27       1,416,925
    AST - Lord Abbett Growth & Income....................................................    498,080      13.04       6,494,711
    AST - JanCap Growth..................................................................    384,701      13.04       5,017,104
    AST - Money Market...................................................................    968,666      10.70      10,367,752
    AST - Federated Utility Income.......................................................    164,976      11.59       1,911,912
    AST - Federated High Yield...........................................................    300,107      11.32       3,398,385
    AST - Phoenix Balanced Asset.........................................................    239,737      12.04       2,886,154
    AST - T. Rowe Price Asset Allocation.................................................     89,787      11.98       1,076,010
    AST - T. Rowe Price International Equity.............................................    610,851      10.44       6,379,815
    AST - T. Rowe Price Natural Resources................................................     27,379      11.04         302,358
    AST - Founders Capital Appreciation..................................................    221,840      14.04       3,115,296
    AST - INVESCO Equity Income..........................................................    293,340      12.39       3,635,719
    AST - PIMCO Total Return Bond........................................................    846,356      11.32       9,579,495
    AST - PIMCO Limited Maturity Bond....................................................    399,158      10.41       4,154,212
    AST - Scudder International Bond.....................................................    127,373      10.58       1,347,267
    AST - Berger Capital Growth..........................................................     89,474      12.27       1,098,015
                                                                                                                    -----------
                Total Net Assets.........................................................                           $84,690,343
                                                                                                                    ===========
</TABLE>
 
- --------------------------------------------------------------------------------
 
                                        3

 
AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
VARIABLE ACCOUNT B -- CLASS 2
STATEMENT OF OPERATIONS
FOR THE PERIODS ENDED DECEMBER 31, 1995
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                                           CLASS 2 SUB-ACCOUNTS INVESTING IN:
                                                                                           -----------------------------------
                                                                                                                      NBAMT
                                                                                              TOTAL                   GROWTH
                                                                                           ------------             ----------
<S>                                                                                        <C>                      <C>
INVESTMENT INCOME:
  Income
    Dividends............................................................................. $  1,089,939             $    1,795
  Expenses
    Mortality and Expense Risks Charges and Administrative Fees (Note 4)..................     (534,682)               (11,019)
                                                                                           ------------              ---------
NET INVESTMENT INCOME (LOSS)..............................................................      555,257                 (9,224)
                                                                                           ------------              ---------
REALIZED GAIN (LOSS) ON INVESTMENTS:
  Proceeds from Sales.....................................................................  144,968,443              3,436,240
  Cost of Securities Sold.................................................................  139,311,956              3,142,037
                                                                                           ------------              ---------
    Net Gain (Loss).......................................................................    5,656,487                294,203
  Capital Gain Distributions Received.....................................................      234,353                 24,053
                                                                                           ------------              ---------
NET REALIZED GAIN (LOSS)..................................................................    5,890,840                318,256
UNREALIZED GAIN (LOSS) ON INVESTMENTS:
  Beginning of Period.....................................................................       81,078                  8,784
  End of Period...........................................................................    3,578,518                      0
                                                                                           ------------              ---------
NET UNREALIZED GAIN (LOSS)................................................................    3,497,440                 (8,784)
                                                                                           ------------              ---------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS........................... $  9,943,537             $  300,248
                                                                                           ============              =========
</TABLE>
 
- --------------------------------------------------------------------------------
 
See Notes to Financial Statements.
 
* Date Operations Commenced.
 
                                        4

- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                             CLASS 2 SUB-ACCOUNTS INVESTING IN:
    -------------------------------------------------------------------------------------
                                            NBAMT
                                          PARTNERS
    NBAMT - LIMITED       NBAMT        (JUN. 12* THRU        AAF - SMALL          AAF
     MATURITY BOND       BALANCED      DEC. 31, 1995)      CAPITALIZATION        GROWTH
    ---------------     ----------     ---------------     ---------------     ----------
    <S>                 <C>            <C>                 <C>                 <C>
      $   120,964       $   20,615        $       0          $         0       $    5,417
          (20,337)         (11,902)          (3,299)             (27,252)         (25,676)
        ---------        ---------        ---------           ----------        ---------
          100,627            8,713           (3,299)             (27,252)         (20,259)
        ---------        ---------        ---------           ----------        ---------
        4,460,417        1,765,291          436,860           23,631,682        1,816,625
        4,340,159        1,537,905          424,757           22,616,602        1,432,949
        ---------        ---------        ---------           ----------        ---------
          120,258          227,386           12,103            1,015,080          383,676
                0            6,626                0                    0           19,191
        ---------        ---------        ---------           ----------        ---------
          120,258          234,012           12,103            1,015,080          402,867
           13,949           (8,253)               0               96,549           78,117
                0                0           46,158               30,900          263,943
        ---------        ---------        ---------           ----------        ---------
          (13,949)           8,253           46,158              (65,649)         185,826
        ---------        ---------        ---------           ----------        ---------
      $   206,936       $  250,978        $  54,962          $   922,179       $  568,434
        =========        =========        =========           ==========        =========
</TABLE>
 
- --------------------------------------------------------------------------------
 
                                        5

 
AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
VARIABLE ACCOUNT B -- CLASS 2
 
STATEMENT OF OPERATIONS (CONT'D)
 
FOR THE PERIODS ENDED DECEMBER 31, 1995
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                                       CLASS 2 SUB-ACCOUNTS INVESTING IN:
                                                                                    ----------------------------------------
                                                                                                              AST - SELIGMAN
                                                                                                                HENDERSON
                                                                                    AAF - MIDCAP              INTERNATIONAL
                                                                                       GROWTH                     EQUITY
                                                                                    -------------             --------------
<S>                                                                                 <C>                       <C>
INVESTMENT INCOME:
  Income
    Dividends......................................................................  $       104                $        0
  Expenses
    Mortality and Expense Risks Charges and Administrative Fees (Note 4)...........      (13,124)                  (19,083)
                                                                                        --------                 ---------
NET INVESTMENT INCOME (LOSS).......................................................      (13,020)                  (19,083)
                                                                                        --------                 ---------
REALIZED GAIN (LOSS) ON INVESTMENTS:
  Proceeds from Sales..............................................................    5,424,602                 1,992,257
  Cost of Securities Sold..........................................................    5,065,144                 2,157,181
                                                                                        --------                 ---------
    Net Gain (Loss)................................................................      359,458                  (164,924)
  Capital Gain Distributions Received..............................................            0                   114,477
                                                                                        --------                 ---------
NET REALIZED GAIN (LOSS)...........................................................      359,458                   (50,447)
UNREALIZED GAIN (LOSS) ON INVESTMENTS:
  Beginning of Period..............................................................       29,711                   (62,376)
  End of Period....................................................................        7,083                   161,629
                                                                                        --------                 ---------
NET UNREALIZED GAIN (LOSS).........................................................      (22,628)                  224,005
                                                                                        --------                 ---------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS....................  $   323,810                $  154,475
                                                                                        ========                 =========
</TABLE>
 
- --------------------------------------------------------------------------------
 
See Notes to Financial Statements.
 
* Date Operations Commenced.
 
                                        6

- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                CLASS 2 SUB-ACCOUNTS INVESTING IN:
    -------------------------------------------------------------------------------------------
     AST - SELIGMAN
        HENDERSON
     INTL. SMALL CAP        AST - LORD
      (MAY 1* THRU        ABBETT GROWTH      AST - JANCAP      AST - MONEY      AST - FEDERATED
     DEC. 31, 1995)          & INCOME           GROWTH            MARKET        UTILITY INCOME
    -----------------     --------------     -------------     ------------     ---------------
    <S>                   <C>                <C>               <C>              <C>
        $       0           $   41,130        $     9,382      $   486,456        $    46,689
           (3,035)             (34,712)           (22,929)         (83,416)           (11,394)
         --------           ----------          ---------      -----------         ----------
           (3,035)               6,418            (13,547)         403,040             35,295
         --------           ----------          ---------      -----------         ----------
          776,404            2,729,437          1,135,088       51,189,940          1,443,571
          771,903            2,349,517            950,343       51,189,940          1,356,574
         --------           ----------          ---------      -----------         ----------
            4,501              379,920            184,745                0             86,997
                0               41,109                  0                0                  0
         --------           ----------          ---------      -----------         ----------
            4,501              421,029            184,745                0             86,997
                0               23,390              1,483                0            (11,262)
           (3,510)             475,761            513,810                0            143,675
         --------           ----------          ---------      -----------         ----------
           (3,510)             452,371            512,327                0            154,937
         --------           ----------          ---------      -----------         ----------
        $  (2,044)          $  879,818        $   683,525      $   403,040        $   277,229
         ========           ==========          =========      ===========         ==========
</TABLE>
 
- --------------------------------------------------------------------------------
 
                                        7

 
AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
VARIABLE ACCOUNT B -- CLASS 2
STATEMENT OF OPERATIONS (CONT'D)
FOR THE PERIODS ENDED DECEMBER 31, 1995
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                                       CLASS 2 SUB-ACCOUNTS INVESTING IN:
                                                                                   -------------------------------------------
                                                                                   AST - FEDERATED              AST - PHOENIX
                                                                                     HIGH YIELD                BALANCED ASSET
                                                                                   ---------------             ---------------
<S>                                                                                <C>                         <C>
INVESTMENT INCOME:
  Income
    Dividends.....................................................................   $    58,902                  $  28,949
  Expenses
    Mortality and Expense Risks Charges and Administrative Fees (Note 4)..........       (22,127)                   (10,520)
                                                                                      ----------                   --------
NET INVESTMENT INCOME (LOSS)......................................................        36,775                     18,429
                                                                                      ----------                   --------
REALIZED GAIN (LOSS) ON INVESTMENTS:
  Proceeds from Sales.............................................................     1,516,395                    675,522
  Cost of Securities Sold.........................................................     1,421,910                    635,829
                                                                                      ----------                   --------
    Net Gain (Loss)...............................................................        94,485                     39,693
  Capital Gain Distributions Received.............................................             0                          0
                                                                                      ----------                   --------
NET REALIZED GAIN (LOSS)..........................................................        94,485                     39,693
UNREALIZED GAIN (LOSS) ON INVESTMENTS:
  Beginning of Period.............................................................        (3,175)                     8,569
  End of Period...................................................................       249,956                    170,848
                                                                                      ----------                   --------
NET UNREALIZED GAIN (LOSS)........................................................       253,131                    162,279
                                                                                      ----------                   --------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS...................   $   384,391                  $ 220,401
                                                                                      ==========                   ========
</TABLE>
 
- --------------------------------------------------------------------------------
 
See Notes to Financial Statements.
 
* Date Operations Commenced.
 
                                        8

 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                 CLASS 2 SUB-ACCOUNTS INVESTING IN:
- ----------------------------------------------------------------------------------------------------
                                                                  AST - T. ROWE
                                                                  PRICE NATURAL
                       AST - T. ROWE        AST - T. ROWE           RESOURCES        AST - FOUNDERS  
    AST - PHOENIX       PRICE ASSET      PRICE INTERNATIONAL      (MAY 19* THRU          CAPITAL     
    CAPITAL GROWTH      ALLOCATION              EQUITY            DEC. 31, 1995)      APPRECIATION   
    --------------     -------------     --------------------     --------------     --------------- 
<S> <C>                <C>               <C>                      <C>                <C>
       $  1,517          $  12,254            $    3,019             $      0          $    10,765
         (2,132)            (7,269)              (34,379)                (408)             (17,810)
       --------           --------             ---------                 ----             --------
           (615)             4,985               (31,360)                (408)              (7,045)
       --------           --------             ---------                 ----             --------
        449,996            413,316             8,054,975               24,162            9,426,265
        393,243            377,378             7,871,437               23,539            8,884,606
       --------           --------             ---------                 ----             --------
         56,753             35,938               183,538                  623              541,659
              0                  0                 6,221                    0                    0
       --------           --------             ---------                 ----             --------
         56,753             35,938               189,759                  623              541,659
         (4,589)             9,104               (71,869)                   0               54,117
              0            117,104               174,263                8,578               72,657
       --------           --------             ---------                 ----             --------
          4,589            108,000               246,132                8,578               18,540
       --------           --------             ---------                 ----             --------
       $ 60,727          $ 148,923            $  404,531             $  8,793          $   553,154
       ========           ========             =========                 ====             ========
</TABLE>
 
- --------------------------------------------------------------------------------
 
                                        9

AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
VARIABLE ACCOUNT B -- CLASS 2
STATEMENT OF OPERATIONS (CONT'D)
FOR THE PERIODS ENDED DECEMBER 31, 1995
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                                    CLASS 2 SUB-ACCOUNTS INVESTING IN:
                                                                                   -------------------------------------
                                                                                                             AST - PIMCO
                                                                                                                TOTAL
                                                                                   AST - INVESCO               RETURN
                                                                                   EQUITY INCOME                BOND
                                                                                   -------------             -----------
<S>                                                                                <C>                       <C>
INVESTMENT INCOME:
  Income
    Dividends.....................................................................  $    19,150              $  61,741
  Expenses
    Mortality and Expense Risks Charges and Administrative Fees (Note 4)..........      (17,745)               (42,943)
                                                                                     ----------              ----------
NET INVESTMENT INCOME (LOSS)......................................................        1,405                 18,798
                                                                                     ----------              ----------
REALIZED GAIN (LOSS) ON INVESTMENTS:
  Proceeds from Sales.............................................................    1,046,356              1,617,960
  Cost of Securities Sold.........................................................      918,977              1,538,878
                                                                                     ----------              ----------
    Net Gain (Loss)...............................................................      127,379                 79,082
  Capital Gain Distributions Received.............................................            0                      0
                                                                                     ----------              ----------
NET REALIZED GAIN (LOSS)..........................................................      127,379                 79,082
UNREALIZED GAIN (LOSS) ON INVESTMENTS:
  Beginning of Period.............................................................      (11,342)               (11,821)
  End of Period...................................................................      338,504                627,375
                                                                                     ----------              ----------
NET UNREALIZED GAIN (LOSS)........................................................      349,846                639,196
                                                                                     ----------              ----------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS...................  $   478,630              $ 737,076
                                                                                     ==========              ==========
</TABLE>
 
- --------------------------------------------------------------------------------
 
See Notes to Financial Statements.
 
* Date Operations Commenced.
 
                                       10

- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                             CLASS 2 SUB-ACCOUNTS INVESTING IN:
    -------------------------------------------------------------------------------------
      AST - PIMCO
    LIMITED MATURITY
          BOND           AST - SCUDDER
      (MAY 8* THRU       INTERNATIONAL      AST - EAGLE       AST - BERGER      AVP - ST
     DEC. 31, 1995)          BOND          GROWTH EQUITY     CAPITAL GROWTH     MULTI-MKT
    ----------------     -------------     -------------     --------------     ---------
    <S>                  <C>               <C>               <C>                <C>
        $      0           $   4,730         $      45          $     38        $      0
          (3,646)             (5,006)             (673)           (5,327)         (2,555)
        --------            --------          --------          --------        --------
          (3,646)               (276)             (628)           (5,289)         (2,555)
        --------            --------          --------          --------        --------
         321,611             291,425           380,431           307,577         632,355
         319,439             285,754           363,463           267,774         636,019
        --------            --------          --------          --------        --------
           2,172               5,671            16,968            39,803          (3,664)
               0                   0                 0                 0               0
        --------            --------          --------          --------        --------
           2,172               5,671            16,968            39,803          (3,664)
               0              (2,877)              571                31         (20,879)
          32,616              46,583                 0           100,585               0
        --------            --------          --------          --------        --------
          32,616              49,460              (571)          100,554          20,879
        --------            --------          --------          --------        --------
        $ 31,142           $  54,855         $  15,769          $135,068        $ 14,660
        ========            ========          ========          ========        ========
</TABLE>
 
- --------------------------------------------------------------------------------
 
                                       11

 
AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
VARIABLE ACCOUNT B -- CLASS 2
STATEMENT OF OPERATIONS (CONT'D)
FOR THE PERIODS ENDED DECEMBER 31, 1995
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                                        CLASS 2 SUB-ACCOUNTS INVESTING IN:
                                                                                      --------------------------------------
                                                                                      AVP - PREMIER             AVP - GROWTH
                                                                                         GROWTH                   & INCOME
                                                                                      -------------             ------------
<S>                                                                                   <C>                       <C>
INVESTMENT INCOME:
  Income
    Dividends.......................................................................   $     1,489               $    7,545
  Expenses
    Mortality and Expense Risks Charges and Administrative Fees (Note 4)............        (7,406)                  (6,379)
                                                                                        ----------               ----------
NET INVESTMENT INCOME (LOSS)........................................................        (5,917)                   1,166
                                                                                        ----------               ----------
REALIZED GAIN (LOSS) ON INVESTMENTS:
  Proceeds from Sales...............................................................     2,673,860                1,612,792
  Cost of Securities Sold...........................................................     2,391,527                1,416,162
                                                                                        ----------               ----------
    Net Gain (Loss).................................................................       282,333                  196,630
  Capital Gain Distributions Received...............................................         4,181                    7,830
                                                                                        ----------               ----------
NET REALIZED GAIN (LOSS)............................................................       286,514                  204,460
UNREALIZED GAIN (LOSS) ON INVESTMENTS:
  Beginning of Period...............................................................        (3,688)                  (5,287)
  End of Period.....................................................................             0                        0
                                                                                        ----------               ----------
NET UNREALIZED GAIN (LOSS)..........................................................         3,688                    5,287
                                                                                        ----------               ----------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS.....................   $   284,285               $  210,913
                                                                                        ==========               ==========
</TABLE>
 
- --------------------------------------------------------------------------------
 
See Notes to Financial Statements.
 
* Date Operations Commenced.
 
                                       12

- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                   CLASS 2 SUB-ACCOUNTS INVESTING IN:
    -------------------------------------------------------------------------------------------------
    AVP - U.S. GOV'T/     AVP - TOTAL          AVP             SVL         SVL - CAPITAL       SVL
       HIGH GRADE           RETURN        INTERNATIONAL        BOND           GROWTH         BALANCED
    -----------------     -----------     -------------     ----------     -------------     --------
    <S>                   <C>             <C>               <C>            <C>               <C>
       $    12,089         $     849        $     542       $   42,985       $     811       $ 1,514
            (5,825)           (1,277)          (2,210)          (6,100)         (1,052)         (491)
        ----------          --------         --------       ----------        --------       --------
             6,264              (428)          (1,668)          36,885            (241)        1,023
        ----------          --------         --------       ----------        --------       --------
         1,676,631           237,179          592,704        1,142,672         188,033       106,279
         1,557,011           210,146          587,572        1,093,356         161,961        95,506
        ----------          --------         --------       ----------        --------       --------
           119,620            27,033            5,132           49,316          26,072        10,773
                 0                 0              674                0           4,342           353
        ----------          --------         --------       ----------        --------       --------
           119,620            27,033            5,806           49,316          30,414        11,126
            (1,643)           (2,375)         (11,504)         (14,556)            601           569
                 0                 0                0                0               0             0
        ----------          --------         --------       ----------        --------       --------
             1,643             2,375           11,504           14,556            (601)         (569)
        ----------          --------         --------       ----------        --------       --------
       $   127,527         $  28,980        $  15,642       $  100,757       $  29,572       $11,580
        ==========          ========         ========       ==========        ========       ========
</TABLE>
 
- --------------------------------------------------------------------------------
 
                                       13

 
AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
VARIABLE ACCOUNT B -- CLASS 2
STATEMENT OF OPERATIONS (CONCLUDED)
FOR THE PERIODS ENDED DECEMBER 31, 1995
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                                            CLASS 2 SUB-ACCOUNTS INVESTING IN:
                                                                                           ------------------------------------
                                                                                                SVL                     JAS
                                                                                           INTERNATIONAL               GROWTH
                                                                                           -------------             ----------
<S>                                                                                        <C>                       <C>
INVESTMENT INCOME:
  Income
    Dividends............................................................................   $     1,815              $   14,909
  Expenses
    Mortality and Expense Risks Charges and Administrative Fees (Note 4).................       (16,024)                 (6,150)
                                                                                             ----------              ----------
NET INVESTMENT INCOME (LOSS).............................................................       (14,209)                  8,759
                                                                                             ----------              ----------
REALIZED GAIN (LOSS) ON INVESTMENTS:
  Proceeds from Sales....................................................................     3,407,422               1,215,440
  Cost of Securities Sold................................................................     3,224,294               1,050,357
                                                                                             ----------              ----------
    Net Gain (Loss)......................................................................       183,128                 165,083
  Capital Gain Distributions Received....................................................         5,165                       0
                                                                                             ----------              ----------
NET REALIZED GAIN (LOSS).................................................................       188,293                 165,083
UNREALIZED GAIN (LOSS) ON INVESTMENTS:
  Beginning of Period....................................................................       (37,761)                  1,295
  End of Period..........................................................................             0                       0
                                                                                             ----------              ----------
NET UNREALIZED GAIN (LOSS)...............................................................        37,761                  (1,295)
                                                                                             ----------              ----------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS..........................   $   211,845              $  172,547
                                                                                             ==========              ==========
</TABLE>
 
- --------------------------------------------------------------------------------
 
See Notes to Financial Statements.
 
* Date Operations Commenced.
 
                                       14

- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                               CLASS 2 SUB-ACCOUNTS INVESTING IN:
    -----------------------------------------------------------------------------------------
    JAS - AGGRESSIVE     JAS - WORLDWIDE       JAS        JAS - FLEXIBLE     JAS - SHORT-TERM
         GROWTH              GROWTH          BALANCED         INCOME               BOND
    ----------------     ---------------     --------     --------------     ----------------
    <S>                  <C>                 <C>          <C>                <C>
       $   13,606          $     2,257       $ 2,889         $ 20,693           $   32,284
           (8,052)              (3,991)       (1,661)          (3,790)              (4,556)
       ----------           ----------       --------        --------           ----------
            5,554               (1,734)        1,228           16,903               27,728
       ----------           ----------       --------        --------           ----------
        2,396,695            1,053,405       307,063          677,281            2,284,227
        2,124,243              943,812       275,076          632,554            2,275,122
       ----------           ----------       --------        --------           ----------
          272,452              109,593        31,987           44,727                9,105
               64                   67             0                0                    0
       ----------           ----------       --------        --------           ----------
          272,516              109,660        31,987           44,727                9,105
           72,580               (1,996)       (6,245)         (18,592)              (6,252)
                0                    0             0                0                    0
       ----------           ----------       --------        --------           ----------
          (72,580)               1,996         6,245           18,592                6,252
       ----------           ----------       --------        --------           ----------
       $  205,490          $   109,922       $39,460         $ 80,222           $   43,085
       ==========           ==========       ========        ========           ==========
</TABLE>
 
- --------------------------------------------------------------------------------
 
                                       15

 
AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
VARIABLE ACCOUNT B -- CLASS 2
STATEMENTS OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                    CLASS 2 SUB-ACCOUNTS INVESTING IN:
                                                    -------------------------------------------------------------------
                                                                                                     NBAMT
                                                                 TOTAL                              GROWTH
                                                    -------------------------------     -------------------------------
                                                     YEAR ENDED        YEAR ENDED        YEAR ENDED        YEAR ENDED
                                                    DEC. 31, 1995     DEC. 31, 1994     DEC. 31, 1995     DEC. 31, 1994
                                                    -------------     -------------     -------------     -------------
<S>                                                 <C>               <C>               <C>               <C>
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
    Net Investment Income (Loss).................   $    555,257      $     20,451       $    (9,224)       $  (3,605)
    Net Realized Gain (Loss).....................      5,890,840          (208,356)          318,256           (7,234)
    Net Unrealized Gain (Loss) On Investments....      3,497,440            74,877            (8,784)           8,600
                                                    ------------      ------------       -----------         --------
    Net Increase (Decrease) In Net Assets
      Resulting from Operations..................      9,943,537          (113,028)          300,248           (2,239)
                                                    ------------      ------------       -----------         --------
CAPITAL SHARE TRANSACTIONS:
    Transfers of Annuity Fund Deposits...........     41,366,505        53,560,270           249,123          359,442
    Net Transfers Between Sub-accounts...........              0                 0        (1,107,325)         386,477
    Surrenders...................................    (10,154,466)      (11,179,436)         (172,730)         (58,308)
                                                    ------------      ------------       -----------         --------
    Net Increase (Decrease) In Net Assets
      Resulting From Capital Share
      Transactions...............................     31,212,039        42,380,834        (1,030,932)         687,611
                                                    ------------      ------------       -----------         --------
TOTAL INCREASE (DECREASE) IN
  NET ASSETS.....................................     41,155,576        42,267,806          (730,684)         685,372
NET ASSETS:
    Beginning of Period..........................     43,534,767         1,266,961           730,684           45,312
                                                    ------------      ------------       -----------         --------
    End of Period................................   $ 84,690,343      $ 43,534,767       $         0        $ 730,684
                                                    ============      ============       ===========         ========
</TABLE>
 
- --------------------------------------------------------------------------------
 
See Notes to Financial Statements.
 
* Date Operations Commenced.
 
                                       16

 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                          CLASS 2 SUB-ACCOUNTS INVESTING IN:
- ---------------------------------------------------------------------------------------
            NBAMT-LIMITED                          NBAMT
            MATURITY BOND                         BALANCED                    NBAMT
    ------------------------------     ------------------------------       PARTNERS
     YEAR ENDED                         YEAR ENDED                        -------------
      DEC. 31,       JAN. 20* THRU       DEC. 31,       JAN. 4* THRU      JUN. 12* THRU
        1995         DEC. 31, 1994         1995         DEC. 31, 1994     DEC. 31, 1995
    ------------     -------------     ------------     -------------     -------------
<S> <C>              <C>               <C>              <C>               <C>
    $   100,627       $   (12,808)     $     8,713        $  (3,771)       $    (3,299)
        120,258            (3,549)         234,012           (6,628)            12,103
        (13,949)           13,949            8,253           (8,253)            46,158
    -----------        ----------      -----------         --------         ----------
        206,936            (2,408)         250,978          (18,652)            54,962
    -----------        ----------      -----------         --------         ----------
      1,140,483         3,541,332          284,133          981,291            425,638
     (3,293,409)         (548,125)      (1,369,431)          29,127          2,305,986
       (336,036)         (708,773)        (105,668)         (51,778)            (6,092)
    -----------        ----------      -----------         --------         ----------
     (2,488,962)        2,284,434       (1,190,966)         958,640          2,725,532
    -----------        ----------      -----------         --------         ----------
     (2,282,026)        2,282,026         (939,988)         939,988          2,780,494
      2,282,026                 0          939,988                0                  0
    -----------        ----------      -----------         --------         ----------
    $         0       $ 2,282,026      $         0        $ 939,988        $ 2,780,494
    ===========        ==========      ===========         ========         ==========
</TABLE>
 
- --------------------------------------------------------------------------------
 
                                       17

 
AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
VARIABLE ACCOUNT B -- CLASS 2
STATEMENTS OF CHANGES IN NET ASSETS (CONT'D)
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                           CLASS 2 SUB-ACCOUNTS INVESTING IN:
                                                        -------------------------------------------------------------------------
                                                                       AAF                                     AAF
                                                              SMALL CAPITALIZATION                           GROWTH
                                                        ---------------------------------       ---------------------------------
                                                         YEAR ENDED          YEAR ENDED          YEAR ENDED          YEAR ENDED
                                                        DEC. 31, 1995       DEC. 31, 1994       DEC. 31, 1995       DEC. 31, 1994
                                                        -------------       -------------       -------------       -------------
<S>                                                     <C>                 <C>                 <C>                 <C>
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
    Net Investment Income (Loss)......................   $   (27,252)        $   (13,011)        $   (20,259)        $    (9,474)
    Net Realized Gain (Loss)..........................     1,015,080             (51,309)            402,867             (16,829)
    Net Unrealized Gain (Loss) On Investments.........       (65,649)             92,257             185,826              77,643
                                                          ----------          ----------          ----------          ----------
    Net Increase (Decrease) In Net Assets Resulting
      From Operations.................................       922,179              27,937             568,434              51,340
                                                          ----------          ----------          ----------          ----------
CAPITAL SHARE TRANSACTIONS:
    Transfers of Annuity Fund Deposits................     1,553,855           1,642,052           1,852,564           1,155,761
    Net Transfers Between Sub-accounts................       607,263             436,497           3,091,666             828,667
    Surrenders........................................      (377,209)           (425,334)           (314,980)           (258,833)
                                                          ----------          ----------          ----------          ----------
    Net Increase (Decrease) In Net Assets Resulting
      From Capital Share Transactions.................     1,783,909           1,653,215           4,629,250           1,725,595
                                                          ----------          ----------          ----------          ----------
TOTAL INCREASE (DECREASE) IN
  NET ASSETS..........................................     2,706,088           1,681,152           5,197,684           1,776,935
NET ASSETS:
    Beginning of Period...............................     1,863,209             182,057           1,823,987              47,052
                                                          ----------          ----------          ----------          ----------
    End of Period.....................................   $ 4,569,297         $ 1,863,209         $ 7,021,671         $ 1,823,987
                                                          ==========          ==========          ==========          ==========
</TABLE>
 
- --------------------------------------------------------------------------------
 
See Notes to Financial Statements.
 
* Date Operations Commenced.
 
                                       18

 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                              CLASS 2 SUB-ACCOUNTS INVESTING IN:
    ---------------------------------------------------------------------------------------
                                                AST - SELIGMAN              AST - SELIGMAN
             AAF - MIDCAP                          HENDERSON                   HENDERSON
                GROWTH                       INTERNATIONAL EQUITY           INTL SMALL CAP
    -------------------------------     -------------------------------     ---------------
     YEAR ENDED        YEAR ENDED        YEAR ENDED        YEAR ENDED         MAY 1* THRU
    DEC. 31, 1995     DEC. 31, 1994     DEC. 31, 1995     DEC. 31, 1994      DEC. 31, 1995
    -------------     -------------     -------------     -------------     ---------------
    <S>               <C>               <C>               <C>               <C>
     $   (13,020)       $  (4,115)       $   (19,083)      $   (16,752)       $    (3,035)
         359,458            2,520            (50,447)           30,239              4,501
         (22,628)          29,711            224,005           (62,399)            (3,510)
      ----------         --------         ----------       -----------         ----------
         323,810           28,116            154,475           (48,912)            (2,044)
      ----------         --------         ----------       -----------         ----------
       1,602,947          472,855            502,827         2,070,903            735,596
         658,117          159,097          2,930,457           982,813            686,043
        (190,122)         (62,011)          (541,960)       (1,068,514)            (2,670)
      ----------         --------         ----------       -----------         ----------
       2,070,942          569,941          2,891,324         1,985,202          1,418,969
      ----------         --------         ----------       -----------         ----------
       2,394,752          598,057          3,045,799         1,936,290          1,416,925
         632,773           34,716          2,064,427           128,137                  0
      ----------         --------         ----------       -----------         ----------
     $ 3,027,525        $ 632,773        $ 5,110,226       $ 2,064,427        $ 1,416,925
      ==========         ========         ==========       ===========         ==========
</TABLE>
 
- --------------------------------------------------------------------------------
 
                                       19

 
AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
VARIABLE ACCOUNT B -- CLASS 2
STATEMENTS OF CHANGES IN NET ASSETS (CONT'D)
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                           CLASS 2 SUB-ACCOUNTS INVESTING IN:
                                                        -------------------------------------------------------------------------
                                                                       AST                                     AST
                                                           LORD ABBETT GROWTH & INCOME                    JANCAP GROWTH
                                                        ---------------------------------       ---------------------------------
                                                         YEAR ENDED          YEAR ENDED          YEAR ENDED          YEAR ENDED
                                                        DEC. 31, 1995       DEC. 31, 1994       DEC. 31, 1995       DEC. 31, 1994
                                                        -------------       -------------       -------------       -------------
<S>                                                     <C>                 <C>                 <C>                 <C>
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
    Net Investment Income (Loss)......................   $     6,418         $    (8,786)        $   (13,547)        $   (13,589)
    Net Realized Gain (Loss)..........................       421,029              (6,088)            184,745             (53,045)
    Net Unrealized Gain (Loss) On Investments.........       452,371              22,685             512,327               1,921
                                                          ----------          ----------          ----------          ----------
    Net Increase (Decrease) In Net Assets Resulting
      From Operations.................................       879,818               7,811             683,525             (64,713)
                                                          ----------          ----------          ----------          ----------
CAPITAL SHARE TRANSACTIONS:
    Transfers of Annuity Fund Deposits................     1,668,658           1,634,907           1,244,816           1,644,051
    Net Transfers Between Sub-accounts................     1,893,405           1,067,560           1,692,035             568,663
    Surrenders........................................      (377,686)           (378,934)           (395,583)           (537,584)
                                                          ----------          ----------          ----------          ----------
    Net Increase (Decrease) In Net Assets Resulting
      From Capital Share Transactions.................     3,184,377           2,323,533           2,541,268           1,675,130
                                                          ----------          ----------          ----------          ----------
TOTAL INCREASE (DECREASE) IN
  NET ASSETS..........................................     4,064,195           2,331,344           3,224,793           1,610,417
NET ASSETS:
    Beginning of Period...............................     2,430,516              99,172           1,792,311             181,894
                                                          ----------          ----------          ----------          ----------
    End of Period.....................................   $ 6,494,711         $ 2,430,516         $ 5,017,104         $ 1,792,311
                                                          ==========          ==========          ==========          ==========
</TABLE>
 
- --------------------------------------------------------------------------------
 
See Notes to Financial Statements.
 
* Date Operations Commenced.
 
                                       20

 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                      CLASS 2 SUB-ACCOUNTS INVESTING IN:
    -------------------------------------------------------------------------------------------------------
                  AST                           AST - FEDERATED                     AST - FEDERATED
             MONEY MARKET                       UTILITY INCOME                        HIGH YIELD
    -------------------------------     -------------------------------     -------------------------------
     YEAR ENDED        YEAR ENDED        YEAR ENDED        YEAR ENDED        YEAR ENDED       JAN. 17* THRU
    DEC. 31, 1995     DEC. 31, 1994     DEC. 31, 1995     DEC. 31, 1994     DEC. 31, 1995     DEC. 31, 1994
    -------------     -------------     -------------     -------------     -------------     -------------
<S> <C>               <C>               <C>               <C>               <C>               <C>
    $    403,040       $   142,930       $    35,295       $    (3,368)      $    36,775       $    (7,781)
               0               137            86,997           (25,279)           94,485            (8,632)
               0                 0           154,937           (11,262)          253,131            (3,175)
    ------------      ------------        ----------        ----------        ----------        ----------
         403,040           143,067           277,229           (39,909)          384,391           (19,588)
    ------------      ------------        ----------        ----------        ----------        ----------
      17,791,010        20,561,899           319,742         1,064,461         1,084,243         1,045,785
     (14,985,879)       (9,404,298)          795,403           118,585         1,503,618           403,588
      (1,856,209)       (2,645,914)         (282,918)         (345,397)         (744,530)         (259,122)
    ------------      ------------        ----------        ----------        ----------        ----------
         948,922         8,511,687           832,227           837,649         1,843,331         1,190,251
    ------------      ------------        ----------        ----------        ----------        ----------
       1,351,962         8,654,754         1,109,456           797,740         2,227,722         1,170,663
       9,015,790           361,036           802,456             4,716         1,170,663                 0
    ------------      ------------        ----------        ----------        ----------        ----------
    $ 10,367,752       $ 9,015,790       $ 1,911,912       $   802,456       $ 3,398,385       $ 1,170,663
    ============      ============        ==========        ==========        ==========        ==========
</TABLE>
 
- --------------------------------------------------------------------------------
 
                                       21

 
AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
VARIABLE ACCOUNT B -- CLASS 2
STATEMENTS OF CHANGES IN NET ASSETS (CONT'D)
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                           CLASS 2 SUB-ACCOUNTS INVESTING IN:
                                                         -----------------------------------------------------------------------
                                                                  AST - PHOENIX                          AST - PHOENIX
                                                                  BALANCED ASSET                         CAPITAL GROWTH
                                                         --------------------------------       --------------------------------
                                                          YEAR ENDED                             YEAR ENDED
                                                           DEC. 31,          YEAR ENDED           DEC. 31,         JAN. 11* THRU
                                                             1995           DEC. 31, 1994           1995           DEC. 31, 1994
                                                         ------------       -------------       ------------       -------------
<S>                                                      <C>                <C>                 <C>                <C>
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
    Net Investment Income (Loss).......................   $   18,429         $    (9,076)        $     (615)         $  (1,788)
    Net Realized Gain (Loss)...........................       39,693              (7,044)            56,753             (6,905)
    Net Unrealized Gain (Loss) On Investments..........      162,279               8,709              4,589             (4,589)
                                                          ----------          ----------          ---------           --------
    Net Increase (Decrease) In Net Assets
      Resulting From Operations........................      220,401              (7,411)            60,727            (13,282)
                                                          ----------          ----------          ---------           --------
CAPITAL SHARE TRANSACTIONS:
    Transfers of Annuity Fund Deposits.................      145,633           1,671,380             60,791            242,064
    Net Transfers Between Sub-accounts.................    1,766,825             163,736           (261,192)            78,148
    Surrenders.........................................     (385,500)           (751,000)           (74,041)           (93,215)
                                                          ----------          ----------          ---------           --------
    Net Increase (Decrease) In Net Assets
      Resulting From Capital Share Transactions........    1,526,958           1,084,116           (274,442)           226,997
                                                          ----------          ----------          ---------           --------
TOTAL INCREASE (DECREASE) IN
  NET ASSETS...........................................    1,747,359           1,076,705           (213,715)           213,715
NET ASSETS:
    Beginning of Period................................    1,138,795              62,090            213,715                  0
                                                          ----------          ----------          ---------           --------
    End of Period......................................   $2,886,154         $ 1,138,795         $        0          $ 213,715
                                                          ==========          ==========          =========           ========
</TABLE>
 
- --------------------------------------------------------------------------------
 
See Notes to Financial Statements.
 
* Date Operations Commenced.
 
                                       22

 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                            CLASS 2 SUB-ACCOUNTS INVESTING IN:
    -----------------------------------------------------------------------------------
         AST - T. ROWE PRICE                AST - T. ROWE PRICE           AST - T. ROWE
           ASSET ALLOCATION                 INTERNATIONAL EQUITY          PRICE NATURAL
    ------------------------------     ------------------------------       RESOURCES
     YEAR ENDED                         YEAR ENDED                        -------------
      DEC. 31,       JAN. 4* THRU        DEC. 31,       JAN. 4* THRU      MAY 19* THRU
        1995         DEC. 31, 1994         1995         DEC. 31, 1994     DEC. 31, 1995
    ------------     -------------     ------------     -------------     -------------
<S> <C>              <C>               <C>              <C>               <C>
     $    4,985        $  (8,353)       $  (31,360)      $   (20,516)       $    (408)
         35,938           (6,772)          189,759            (6,516)             623
        108,000            9,104           246,132           (71,869)           8,578
     ----------        ---------        ----------        ----------         --------
        148,923           (6,021)          404,531           (98,901)           8,793
     ----------        ---------        ----------        ----------         --------
        172,468          980,530         1,831,025         2,584,608           25,830
        229,988           85,064         1,815,568         1,175,638          268,840
       (201,312)        (333,630)         (530,840)         (801,814)          (1,105)
     ----------        ---------        ----------        ----------         --------
        201,144          731,964         3,115,753         2,958,432          293,565
     ----------        ---------        ----------        ----------         --------
        350,067          725,943         3,520,284         2,859,531          302,358
        725,943                0         2,859,531                 0                0
     ----------        ---------        ----------        ----------         --------
     $1,076,010        $ 725,943        $6,379,815       $ 2,859,531        $ 302,358
     ==========        =========        ==========        ==========         ========
</TABLE>
 
- --------------------------------------------------------------------------------
 
                                       23

 
AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
VARIABLE ACCOUNT B -- CLASS 2
 
STATEMENTS OF CHANGES IN NET ASSETS (CONT'D)
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                     CLASS 2 SUB-ACCOUNTS INVESTING IN:
                                                    ---------------------------------------------------------------------
                                                             AST - FOUNDERS                        AST - INVESCO
                                                          CAPITAL APPRECIATION                     EQUITY INCOME
                                                    ---------------------------------     -------------------------------
                                                     YEAR ENDED        JAN. 10* THRU       YEAR ENDED       JAN. 4* THRU
                                                    DEC. 31, 1995      DEC. 31, 1994      DEC. 31, 1995     DEC. 31, 1994
                                                    -------------     ---------------     -------------     -------------
<S>                                                 <C>               <C>                 <C>               <C>
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
    Net Investment Income (Loss).................    $    (7,045)       $    (4,937)       $     1,405       $   (12,916)
    Net Realized Gain (Loss).....................        541,659             26,811            127,379           (18,005)
    Net Unrealized Gain (Loss) On Investments....         18,540             54,117            349,846           (11,342)
                                                      ----------         ----------         ----------        ----------
    Net Increase (Decrease) In Net Assets
      Resulting From Operations..................        553,154             75,991            478,630           (42,263)
                                                      ----------         ----------         ----------        ----------
CAPITAL SHARE TRANSACTIONS:
    Transfers of Annuity Fund Deposits...........        746,112            788,882            927,382         1,625,871
    Net Transfers Between Sub-accounts...........        984,142            286,927          1,068,051           358,856
    Surrenders...................................       (197,318)          (122,594)          (287,508)         (493,300)
                                                      ----------         ----------         ----------        ----------
    Net Increase (Decrease) In Net Assets
      Resulting From Capital Share
      Transactions...............................      1,532,936            953,215          1,707,925         1,491,427
                                                      ----------         ----------         ----------        ----------
TOTAL INCREASE (DECREASE) IN
  NET ASSETS.....................................      2,086,090          1,029,206          2,186,555         1,449,164
NET ASSETS:
    Beginning of Period..........................      1,029,206                  0          1,449,164                 0
                                                      ----------         ----------         ----------        ----------
    End of Period................................    $ 3,115,296        $ 1,029,206        $ 3,635,719       $ 1,449,164
                                                      ==========         ==========         ==========        ==========
</TABLE>
 
- --------------------------------------------------------------------------------
 
See Notes to Financial Statements.
 
* Date Operations Commenced.
 
                                       24

 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                            CLASS 2 SUB-ACCOUNTS INVESTING IN:
    ----------------------------------------------------------------------------------
                                        AST - PIMCO
                                          LIMITED
                                         MATURITY               AST - SCUDDER
              AST - PIMCO                  BOND               INTERNATIONAL BOND
           TOTAL RETURN BOND            -----------     ------------------------------
    -------------------------------     MAY 8* THRU                       MAY 18* THRU
     YEAR ENDED       JAN. 6* THRU       DEC. 31,        YEAR ENDED         DEC. 31,
    DEC. 31, 1995     DEC. 31, 1994        1995         DEC. 31, 1995         1994
    -------------     -------------     -----------     -------------     ------------
<S> <C>               <C>              <C>              <C>               <C>
     $    18,798       $   (18,563)     $  (3,646)       $      (276)       $   (731)
          79,082           (17,517)         2,172              5,671             (85)
         639,196           (11,821)        32,616             49,460          (2,877)
      ----------        ----------      ----------        ----------        --------
         737,076           (47,901)        31,142             54,855          (3,693)
      ----------        ----------      ----------        ----------        --------
       2,886,195         2,260,277        297,651            507,501         142,551
       4,398,745           765,338      3,834,604            582,592         144,045
        (913,097)         (507,138)        (9,185)           (39,481)        (41,103)
      ----------        ----------      ----------        ----------        --------
       6,371,843         2,518,477      4,123,070          1,050,612         245,493
      ----------        ----------      ----------        ----------        --------
       7,108,919         2,470,576      4,154,212          1,105,467         241,800
       2,470,576                 0              0            241,800               0
      ----------        ----------      ----------        ----------        --------
     $ 9,579,495       $ 2,470,576     $4,154,212        $ 1,347,267        $241,800
      ==========        ==========      ==========        ==========        ========
</TABLE>
 
- --------------------------------------------------------------------------------
 
                                       25

 
AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
VARIABLE ACCOUNT B -- CLASS 2
STATEMENTS OF CHANGES IN NET ASSETS (CONT'D)
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                                          CLASS 2 SUB-ACCOUNTS INVESTING IN:
                                                                                        ---------------------------------------
                                                                                                       AST-EAGLE
                                                                                                     GROWTH EQUITY
                                                                                        ---------------------------------------
                                                                                         YEAR ENDED               JUL. 5* THRU
                                                                                        DEC. 31, 1995             DEC. 31, 1994
                                                                                        -------------             -------------
<S>                                                                                     <C>                       <C>
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
    Net Investment Income (Loss).......................................................   $    (628)                $     (89)
    Net Realized Gain (Loss)...........................................................      16,968                       881
    Net Unrealized Gain (Loss) On Investments..........................................        (571)                      571
                                                                                          ---------                  --------
    Net Increase (Decrease) In Net Assets Resulting
      from Operations..................................................................      15,769                     1,363
                                                                                          ---------                  --------
CAPITAL SHARE TRANSACTIONS:
    Transfers of Annuity Fund Deposits.................................................      22,262                    29,250
    Net Transfers Between Sub-accounts.................................................     (45,656)                   (1,565)
    Surrenders.........................................................................      (8,511)                  (12,912)
                                                                                          ---------                  --------
    Net Increase (Decrease) In Net Assets Resulting
      From Capital Share Transactions..................................................     (31,905)                   14,773
                                                                                          ---------                  --------
TOTAL INCREASE (DECREASE)
  IN NET ASSETS........................................................................     (16,136)                   16,136
NET ASSETS:
    Beginning of Period................................................................      16,136                         0
                                                                                          ---------                  --------
    End of Period......................................................................   $       0                 $  16,136
                                                                                          =========                  ========
</TABLE>
 
- --------------------------------------------------------------------------------
 
See Notes to Financial Statements.
 
* Date Operations Commenced.
 
                                       26

 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                             CLASS 2 SUB-ACCOUNTS INVESTING IN:
- -----------------------------------------------------------------------------------------------------------------------------
                                                                                                                     AVP   
             AST - BERGER                             AVP                                 AVP                     GROWTH & 
            CAPITAL GROWTH                       ST MULTI-MKT                       PREMIER GROWTH                 INCOME  
    -------------------------------     -------------------------------     -------------------------------     -------------
     YEAR ENDED       NOV. 23* THRU      YEAR ENDED       JAN. 23* THRU      YEAR ENDED        YEAR ENDED        YEAR ENDED
    DEC. 31, 1995     DEC. 31, 1994     DEC. 31, 1995     DEC. 31, 1994     DEC. 31, 1995     DEC. 31, 1994     DEC. 31, 1995
    -------------     -------------     -------------     -------------     -------------     -------------     -------------
<S> <C>               <C>               <C>               <C>               <C>               <C>               <C>
     $    (5,289)        $    (4)        $    (2,555)       $   5,745        $    (5,917)       $  (3,114)        $   1,166
          39,803               0              (3,664)          (5,466)           286,514             (147)          204,460
         100,554              31              20,879          (20,879)             3,688           (3,563)            5,287
        --------        --------           ---------             ----           --------
         135,068              27              14,660          (20,600)           284,285           (6,824)          210,913
        --------        --------           ---------             ----           --------
         337,296           1,127              31,165          379,028            207,367          448,844           126,547
         627,438          32,874            (283,372)         (19,980)          (997,887)         317,165          (926,998)
         (35,815)              0             (41,818)         (59,083)          (224,679)         (73,311)          (72,002)
        --------        --------           ---------             ----           --------
         928,919          34,001            (294,025)         299,965         (1,015,199)         692,698          (872,453)
        --------        --------           ---------             ----           --------
       1,063,987          34,028            (279,365)         279,365           (730,914)         685,874          (661,540)
          34,028               0             279,365                0            730,914           45,040           661,540
        --------        --------           ---------             ----           --------        ---------         ---------
     $ 1,098,015         $34,028         $         0        $ 279,365        $         0        $ 730,914         $       0
        ========        ========           =========             ====           ========        =========         =========
 
<CAPTION>

CLASS 2 SUB-ACCOUNTS INVESTING IN:
- ----------------------------------
           AVP   
         GROWTH & 
          INCOME  
      -------------
       YEAR ENDED
      DEC. 31, 1994
      -------------
<S> <C>
        $   3,911
           (2,671)
           (5,389)
           (4,149)
          360,030
          341,456
          (40,389)
          661,097
          656,948
            4,592
        ---------
        $ 661,540
        =========
</TABLE>
 
- --------------------------------------------------------------------------------
 
                                       27

 
AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
VARIABLE ACCOUNT B -- CLASS 2
 
STATEMENTS OF CHANGES IN NET ASSETS (CONT'D)
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                    CLASS 2 SUB-ACCOUNTS INVESTING IN:
                                                    ------------------------------------------------------------------
                                                                                                     AVP
                                                           AVP - U.S. GOV'T                      TOTAL RETURN
                                                         HIGH GRADE SECURITIES          ------------------------------
                                                    -------------------------------      YEAR ENDED
                                                     YEAR ENDED       JAN. 10* THRU       DEC. 31,       FEB. 17* THRU
                                                    DEC. 31, 1995     DEC. 31, 1994         1995         DEC. 31, 1994
                                                    -------------     -------------     ------------     -------------
<S>                                                 <C>               <C>               <C>              <C>
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
    Net Investment Income (Loss).................     $   6,264         $  13,156        $     (428)       $    (316)
    Net Realized Gain (Loss).....................       119,620           (26,858)           27,033             (259)
    Net Unrealized Gain (Loss) On Investments....         1,643            (1,643)            2,375           (2,375)
                                                      ---------         ---------         ---------         --------
    Net Increase (Decrease) In Net Assets
      Resulting
      From Operations............................       127,527           (15,345)           28,980           (2,950)
                                                      ---------         ---------         ---------         --------
CAPITAL SHARE TRANSACTIONS:
    Transfers of Annuity Fund Deposits...........        66,402           496,927            15,460           75,384
    Net Transfers Between Sub-accounts...........      (830,445)          481,516          (166,251)          90,311
    Surrenders...................................      (173,603)         (152,979)          (35,161)          (5,773)
                                                      ---------         ---------         ---------         --------
    Net Increase (Decrease) In Net Assets
      Resulting
      From Capital Share Transactions............      (937,646)          825,464          (185,952)         159,922
                                                      ---------         ---------         ---------         --------
TOTAL INCREASE (DECREASE) IN
  NET ASSETS.....................................      (810,119)          810,119          (156,972)         156,972
NET ASSETS:
    Beginning of Period..........................       810,119                 0           156,972                0
                                                      ---------         ---------         ---------         --------
    End of Period................................     $       0         $ 810,119        $        0        $ 156,972
                                                      =========         =========         =========         ========
</TABLE>
 
- --------------------------------------------------------------------------------
 
See Notes to Financial Statements.
 
* Date Operations Commenced.
 
                                       28

 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                         CLASS 2 SUB-ACCOUNTS INVESTING IN:
- ------------------------------------------------------------------------------------
                    AVP                                          SVL
               INTERNATIONAL                                    BOND
    -----------------------------------          -----------------------------------
     YEAR ENDED           JAN. 24* THRU           YEAR ENDED            YEAR ENDED
    DEC. 31, 1995         DEC. 31, 1994          DEC. 31, 1995         DEC. 31, 1994
    -------------         -------------          -------------         -------------
<S> <C>                   <C>                    <C>                   <C>
      $  (1,668)            $  (1,206)             $  36,885             $  21,533
          5,806                14,916                 49,316               (19,614)
         11,504               (11,504)                14,556               (14,556)
      ---------              --------              ---------             ---------
         15,642                 2,206                100,757               (12,637)
      ---------              --------              ---------             ---------
          3,176               372,251                 81,738               655,147
       (320,600)               19,060               (731,953)              241,053
        (56,218)              (35,517)              (163,053)             (177,113)
      ---------              --------              ---------             ---------
       (373,642)              355,794               (813,268)              719,087
      ---------              --------              ---------             ---------
       (358,000)              358,000               (712,511)              706,450
        358,000                     0                712,511                 6,061
      ---------              --------              ---------             ---------
      $       0             $ 358,000              $       0             $ 712,511
      =========              ========              =========             =========
</TABLE>
 
- --------------------------------------------------------------------------------
 
                                       29

 
AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
VARIABLE ACCOUNT B -- CLASS 2
 
STATEMENTS OF CHANGES IN NET ASSETS (CONT'D)
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                     CLASS 2 SUB-ACCOUNTS INVESTING IN:
                                                    ---------------------------------------------------------------------
                                                              SVL - CAPITAL                             SVL
                                                                 GROWTH                              BALANCED
                                                    ---------------------------------     -------------------------------
                                                     YEAR ENDED        JAN. 21* THRU       YEAR ENDED       FEB. 4* THRU
                                                    DEC. 31, 1995      DEC. 31, 1994      DEC. 31, 1995     DEC. 31, 1994
                                                    -------------     ---------------     -------------     -------------
<S>                                                 <C>               <C>                 <C>               <C>
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
    Net Investment Income (Loss).................     $    (241)         $    (718)         $   1,023         $     850
    Net Realized Gain (Loss).....................        30,414             (2,035)            11,126            (1,628)
    Net Unrealized Gain (Loss) On Investments....          (601)               601               (569)              569
                                                      ---------           --------           --------          --------
    Net Increase (Decrease) In Net Assets
      Resulting
      From Operations............................        29,572             (2,152)            11,580              (209)
                                                      ---------           --------           --------          --------
CAPITAL SHARE TRANSACTIONS:
    Transfers of Annuity Fund Deposits...........         2,999            153,772             20,059            96,871
    Net Transfers Between Sub-accounts...........      (123,277)             1,344            (62,709)            4,832
    Surrenders...................................       (42,330)           (19,928)           (32,817)          (37,607)
                                                      ---------           --------           --------          --------
    Net Increase (Decrease) In Net Assets
      Resulting
      From Capital Share Transactions............      (162,608)           135,188            (75,467)           64,096
                                                      ---------           --------           --------          --------
TOTAL INCREASE (DECREASE) IN
  NET ASSETS.....................................      (133,036)           133,036            (63,887)           63,887
NET ASSETS:
    Beginning of Period..........................       133,036                  0             63,887                 0
                                                      ---------           --------           --------          --------
    End of Period................................     $       0          $ 133,036          $       0         $  63,887
                                                      =========           ========           ========          ========
</TABLE>
 
- --------------------------------------------------------------------------------
 
See Notes to Financial Statements.
 
* Date Operations Commenced.
 
                                       30

 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                           CLASS 2 SUB-ACCOUNTS INVESTING IN:
- ----------------------------------------------------------------------------------------
                     SVL                                            JAS
                INTERNATIONAL                                     GROWTH
    -------------------------------------          -------------------------------------
     YEAR ENDED            JAN. 5* THRU             YEAR ENDED            JAN. 10* THRU
    DEC. 31, 1995          DEC. 31, 1994           DEC. 31, 1995          DEC. 31, 1994
    -------------         ---------------          -------------         ---------------
<S> <C>                   <C>                      <C>                   <C>
     $   (14,209)           $    (8,010)             $   8,759              $  (1,457)
         188,293                  3,955                165,083                 (2,092)
          37,761                (37,761)                (1,295)                 1,295
     -----------             ----------              ---------               --------
         211,845                (41,816)               172,547                 (2,254)
     -----------             ----------              ---------               --------
         449,850              1,137,770                201,988                359,108
      (1,691,446)               394,584               (648,651)                72,716
        (269,216)              (191,571)               (88,402)               (67,052)
     -----------             ----------              ---------               --------
      (1,510,812)             1,340,783               (535,065)               364,772
     -----------             ----------              ---------               --------
      (1,298,967)             1,298,967               (362,518)               362,518
       1,298,967                      0                362,518                      0
     -----------             ----------              ---------               --------
     $         0            $ 1,298,967              $       0              $ 362,518
     ===========             ==========              =========               ========
</TABLE>
 
- --------------------------------------------------------------------------------
 
                                       31

 
AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
VARIABLE ACCOUNT B -- CLASS 2
 
STATEMENTS OF CHANGES IN NET ASSETS (CONCLUDED)
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                   CLASS 2 SUB-ACCOUNTS INVESTING IN:
                                                    -----------------------------------------------------------------
                                                           JAS - AGGRESSIVE                   JAS - WORLDWIDE
                                                                GROWTH                             GROWTH
                                                    ------------------------------     ------------------------------
                                                     YEAR ENDED                         YEAR ENDED
                                                      DEC. 31,        YEAR ENDED         DEC. 31,       JAN. 5* THRU
                                                        1995         DEC. 31, 1994         1995         DEC. 31, 1994
                                                    ------------     -------------     ------------     -------------
<S>                                                 <C>              <C>               <C>              <C>
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
    Net Investment Income (Loss).................   $     5,554        $   1,689        $   (1,734)       $  (2,599)
    Net Realized Gain (Loss).....................       272,516           21,165           109,660             (351)
    Net Unrealized Gain (Loss) On Investments....       (72,580)          71,191             1,996           (1,996)
                                                     ----------         --------          --------         --------
    Net Increase (Decrease) In Net Assets                        
      Resulting                                                  
      From Operations............................       205,490           94,045           109,922           (4,946)
                                                     ----------         --------          --------         --------
CAPITAL SHARE TRANSACTIONS:                                      
    Transfers of Annuity Fund Deposits...........       190,963          501,246           166,350          280,655
    Net Transfers Between Sub-accounts...........    (1,134,726)         313,628          (464,669)          60,543
    Surrenders...................................      (104,507)         (97,676)          (78,076)         (69,779)
                                                     ----------         --------          --------         --------
    Net Increase (Decrease) In Net Assets                        
      Resulting                                                  
      From Capital Share Transactions............    (1,048,270)         717,198          (376,395)         271,419
                                                     ----------         --------          --------         --------
TOTAL INCREASE (DECREASE) IN                                     
  NET ASSETS.....................................      (842,780)         811,243          (266,473)         266,473
NET ASSETS:                                                      
    Beginning of Period..........................       842,780           31,537           266,473                0
                                                     ----------         --------          --------         --------
    End of Period................................   $         0        $ 842,780        $        0        $ 266,473
                                                     ==========         ========          ========         ========
</TABLE>
 
- --------------------------------------------------------------------------------
 
See Notes to Financial Statements.
 
* Date Operations Commenced.
 
                                       32

 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                    CLASS 2 SUB-ACCOUNTS INVESTING IN:
- -----------------------------------------------------------------------------------------------------------
                  JAS                           JAS - FLEXIBLE                     JAS - SHORT-TERM
               BALANCED                             INCOME                               BOND
    -------------------------------     -------------------------------     -------------------------------
     YEAR ENDED       JAN. 25* THRU      YEAR ENDED        YEAR ENDED        YEAR ENDED       JAN. 26* THRU
    DEC. 31, 1995     DEC. 31, 1994     DEC. 31, 1995     DEC. 31, 1994     DEC. 31, 1995     DEC. 31, 1994
    -------------     -------------     -------------     -------------     -------------     -------------
<S> <C>               <C>               <C>               <C>               <C>               <C>
      $   1,228         $     239         $  16,903         $  13,725        $    27,728        $   8,126
         31,987                81            44,727            (6,726)             9,105              223
          6,245            (6,245)           18,592           (18,327)             6,252           (6,252)
      ---------          --------         ---------         ---------        -----------        ---------
         39,460            (5,925)           80,222           (11,328)            43,085            2,097
      ---------          --------         ---------         ---------        -----------        ---------
          2,195           264,388            20,194           578,188          1,364,271          899,382
       (106,274)          (10,505)         (480,612)           36,510         (1,708,024)        (461,945)
       (182,758)             (581)          (66,925)         (189,798)          (134,795)          (4,071)
      ---------          --------         ---------         ---------        -----------        ---------
       (286,837)          253,302          (527,343)          424,900           (478,548)         433,366
      ---------          --------         ---------         ---------        -----------        ---------
       (247,377)          247,377          (447,121)          413,572           (435,463)         435,463
        247,377                 0           447,121            33,549            435,463                0
      ---------          --------         ---------         ---------        -----------        ---------
      $       0         $ 247,377         $       0         $ 447,121        $         0        $ 435,463
      =========          ========         =========         =========        ===========        =========
</TABLE>
 
- --------------------------------------------------------------------------------
 
                                       33

 
AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
VARIABLE ACCOUNT B -- CLASS 2
 
NOTES TO
FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
 
1.  ORGANIZATION
 
American Skandia Life Assurance Corporation Variable Account B -- Class 2 (the
"Account") is a separate investment account of American Skandia Life Assurance
Corporation ("American Skandia"). The Account is registered with the SEC under
the Investment Company Act of 1940 as a unit investment trust. The Account
commenced operations December 16, 1993.
 
As of December 31, 1995 the Account consisted of twenty-one sub-accounts, each
of which invests only in a single corresponding portfolio of either the
Neuberger and Berman Advisers Management Trust, The Alger American Fund or the
American Skandia Trust (the "Trusts"). Neuberger and Berman Management, Inc. is
the advisor for the Neuberger and Berman Advisers Management Trust. Fred Alger
Management, Inc. is the advisor for The Alger American Fund. American Skandia
Investment Services Incorporated is the investment manager for the American
Skandia Trust, while Seligman Henderson Co., Inc., Lord Abbett & Co., Janus
Capital Corporation, Federated Investment Counseling, Phoenix Investment
Counsel, Inc., J. P. Morgan Investment Management Incorporated, T. Rowe Price
Associates Inc., Rowe Price-Fleming International, Inc., Founders Asset
Management, Inc., INVESCO Trust Company, Pacific Investment Management Company,
Scudder, Stevens & Clark, Inc. and Berger Associates, Inc. are the sub-advisors.
The investment advisors are paid fees for their services by the respective
Trusts.
 
The following four Class 2 sub-accounts have commenced operations in 1995: the
NBAMT-Partners on June 12, 1995; the AST-Seligman Henderson International Small
Cap on May 1, 1995; the AST- T. Rowe Price Natural Resources on May 19, 1995;
and the AST-PIMCO Limited Maturity Bond on May 8, 1995.
 
Effective May 1, 1995 the AST-Seligman Henderson International Equity
sub-account changed its name from Henderson International Growth.
 
The following twenty-one sub-accounts ceased operations on December 29, 1995;
NBAMT-Growth; the NBAMT-Limited Maturity Bond; the NBAMT-Balanced; the
AST-Phoenix Capital Growth; the AST-Eagle Growth Equity; the AVP-Short-Term
Multi-Market; the AVP-Premier Growth; the AVP-Growth & Income; the AVP-U.S.
Government/High Grade Securities; the AVP-Total Return; the AVP-International;
the SVL-Bond; the SVL-Capital Growth; the SVL-Balanced; the SVL-International;
the JAS-Growth; the JAS-Aggressive Growth; the JAS-Worldwide Growth; the
JAS-Balanced; the JAS-Flexible Income and the JAS-Short-Term Bond.
 
2.  VALUATION OF INVESTMENTS
 
The market value of the investments in the sub-accounts is based on the net
asset values of the Trust shares held at the end of the current period.
Transactions are accounted for on the trade date and dividend income is
recognized on an accrual basis. Realized gains and losses on sales of
investments are determined on a first-in first-out basis.
 
3.  INCOME TAXES
 
American Skandia does not expect to incur any Federal income tax liability on
earnings, or realized capital gains attributable to the Account, therefore, no
charges for Federal income taxes are currently deducted from the Account. If
American Skandia incurs income taxes attributable to the Account, or determines
that such taxes will be incurred, it may make a charge for such taxes against
the Account.
 
                                       34

 
AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
VARIABLE ACCOUNT B -- CLASS 2
 
NOTES TO
FINANCIAL STATEMENTS (CONT'D)
- --------------------------------------------------------------------------------
 
Under current laws, American Skandia may incur state and local income taxes (in
addition to premium tax) in several states. The company does not anticipate that
these will be significant. However, American Skandia may make charges to the
Account in the event that the amount of these taxes change.
 
4.  CONTRACT CHARGES
 
The following contract charges are paid to American Skandia:
 
   Mortality and Expense Risk Charges -- Charged daily against the Account at
   an annual rate of .65% of the net assets.
 
   Administrative Fees -- Charged daily against the Account at an annual rate of
   .25% of the net assets.
 
   Maintenance Fee -- A maintenance fee equaling the lesser of $35 or 2% may be
   assessed against: (a) the initial Purchase Payment; and (b) each Annuity Year
   after the first, the Account Value. It applies to the initial Purchase
   Payment only if less than $50,000. It is assessed as of the first Valuation
   Period of each Annuity Year after the first only if, at that time, the
   Account Value of the Annuity is less than $50,000.
 
                                       35

 
AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
VARIABLE ACCOUNT B -- CLASS 2
 
NOTES TO
FINANCIAL STATEMENTS (CONT'D)
- --------------------------------------------------------------------------------
 
5.  CHANGES IN THE UNITS OUTSTANDING
 
<TABLE>
<CAPTION>
                                                         -------------------------------------------------------------------
                                                                         CLASS 2 SUB-ACCOUNTS INVESTING IN:
                                                         -------------------------------------------------------------------
                                                                                                   NBAMT - LIMITED
                                                                NBAMT - GROWTH                      MATURITY BOND
                                                         -----------------------------   -----------------------------------
                                                          YEAR ENDED      YEAR ENDED         YEAR ENDED        JAN. 20* THRU
                                                         DEC. 31, 1995   DEC. 31, 1994      DEC. 31, 1995      DEC. 31, 1994
                                                         -------------   -------------   -------------------   -------------
<S>                                                      <C>             <C>             <C>                   <C>
Units Outstanding Beginning of the Period................     76,158          4,425             231,497                  0
Units Purchased..........................................     21,029         36,682             109,675            359,217
Units Transferred Between Sub-accounts...................    (83,108)        41,144            (308,596)           (55,815)
Units Surrendered........................................    (14,079)        (6,093)            (32,576)           (71,905)
                                                            -------         -------             -------           --------
Units Outstanding End of the Period......................          0         76,158                   0            231,497
                                                            =======         =======             =======           ========
</TABLE>
 
<TABLE>
<CAPTION>
                                                         -------------------------------------------------------------------
                                                                         CLASS 2 SUB-ACCOUNTS INVESTING IN:
                                                         -------------------------------------------------------------------
                                                                      AAF                     AST - SELIGMAN HENDERSON
                                                                 MIDCAP GROWTH                  INTERNATIONAL EQUITY
                                                         -----------------------------   -----------------------------------
                                                          YEAR ENDED      YEAR ENDED         YEAR ENDED         YEAR ENDED
                                                         DEC. 31, 1995   DEC. 31, 1994      DEC. 31, 1995      DEC. 31, 1994
                                                         -------------   -------------   -------------------   -------------
<S>                                                      <C>             <C>             <C>                   <C>
Units Outstanding Beginning of the Period................     61,104          3,255             199,313             12,521
Units Purchased..........................................    111,398         47,595              46,746            197,417
Units Transferred Between Sub-accounts...................     45,805         16,888             259,303             91,134
Units Surrendered........................................    (14,080)        (6,634)            (52,773)          (101,759)
                                                            -------         -------             -------           --------
Units Outstanding End of the Period......................    204,227         61,104             452,589            199,313
                                                            =======         =======             =======           ========
</TABLE>
 
<TABLE>
<CAPTION>
                                                         -------------------------------------------------------------------
                                                                         CLASS 2 SUB-ACCOUNTS INVESTING IN:
                                                         -------------------------------------------------------------------
                                                                AST - FEDERATED                    AST - FEDERATED
                                                                UTILITY INCOME                       HIGH YIELD
                                                         -----------------------------   -----------------------------------
                                                          YEAR ENDED      YEAR ENDED         YEAR ENDED        JAN. 17* THRU
                                                         DEC. 31, 1995   DEC. 31, 1994      DEC. 31, 1995      DEC. 31, 1994
                                                         -------------   -------------   -------------------   -------------
<S>                                                      <C>             <C>             <C>                   <C>
Units Outstanding Beginning of the Period................     86,555            467             122,508                  0
Units Purchased..........................................     31,714        110,844             102,869            107,541
Units Transferred Between Sub-accounts...................     74,384         12,204             145,895             41,664
Units Surrendered........................................    (27,677)       (36,960)            (71,165)           (26,697)
                                                            -------         -------             -------           --------
Units Outstanding End of the Period......................    164,976         86,555             300,107            122,508
                                                            =======         =======             =======           ========
</TABLE>
 
<TABLE>
<CAPTION>
                                                         -------------------------------------------------------------------
                                                                         CLASS 2 SUB-ACCOUNTS INVESTING IN:
                                                         -------------------------------------------------------------------
                                                              AST - T. ROWE PRICE        AST - T. ROWE PRICE
                                                             INTERNATIONAL EQUITY         NATURAL RESOURCES
                                                         -----------------------------   -------------------
                                                          YEAR ENDED     JAN. 4* THRU       MAY 19* THRU
                                                         DEC. 31, 1995   DEC. 31, 1994      DEC. 31, 1995
                                                         -------------   -------------   -------------------
<S>                                                      <C>             <C>             <C>                   
Units Outstanding Beginning of the Period................    301,423              0                   0
Units Purchased..........................................    182,552        264,699               2,488
Units Transferred Between Sub-accounts...................    182,488        120,989              25,033
Units Surrendered........................................    (55,612)       (84,265)               (142)
                                                            -------         -------             -------
Units Outstanding End of the Period......................    610,851        301,423              27,379
                                                            =======         =======             =======
</TABLE>
 
- --------------------------------------------------------------------------------
 
* Date Operations Commenced.
 
                                       36

 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
        --------------------------------------------------------------------------------------------------------------
                                              CLASS 2 SUB-ACCOUNTS INVESTING IN:
        --------------------------------------------------------------------------------------------------------------
                                                       NBAMT                   AAF - SMALL
                   NBAMT - BALANCED                  PARTNERS                CAPITALIZATION              AAF - GROWTH 
        --------------------------------------     -------------     -------------------------------     -------------
             YEAR ENDED          JAN. 4* THRU      JUN. 12* THRU      YEAR ENDED        YEAR ENDED        YEAR ENDED
           DEC. 31, 1995         DEC. 31, 1994     DEC. 31, 1995     DEC. 31, 1995     DEC. 31, 1994     DEC. 31, 1995
        --------------------     -------------     -------------     -------------     -------------     -------------
<S>     <C>                      <C>               <C>               <C>               <C>               <C>
                97,266                    0                 0           187,387            17,264             177,825
                26,464               99,729            36,516           113,725           169,945             135,786
              (114,178)               3,025           193,958            55,814            47,423             219,573
                (9,552)              (5,488)             (440)          (35,592)          (47,245)            (26,642)
              --------               ------           -------           -------           -------             -------
                     0               97,266           230,034           321,334           187,387             506,542
              ========               ======           =======           =======           =======             =======
 
<CAPTION>
CLASS 2 SUB-ACCOUNTS INVESTING IN:
- ----------------------------------
        AAF - GROWTH 
        -------------
         YEAR ENDED
       DEC. 31, 1994
      ----------------
<S>     <C>         
              4,589
            117,603
             82,538
            (26,905)
            -------
            177,825
            =======
</TABLE>
<TABLE>
<CAPTION>
        --------------------------------------------------------------------------------------------------------------
                                              CLASS 2 SUB-ACCOUNTS INVESTING IN:
        --------------------------------------------------------------------------------------------------------------
        AST - SELIGMAN HEND.            AST - LORD ABBETT                                                 AST - MONEY 
           INTL SMALL CAP                GROWTH & INCOME                   AST - JANCAP GROWTH              MARKET    
        --------------------     -------------------------------     -------------------------------     -------------
            MAY 1* THRU           YEAR ENDED       DEC. 21* THRU      YEAR ENDED        YEAR ENDED        YEAR ENDED
           DEC. 31, 1995         DEC. 31, 1995     DEC. 31, 1994     DEC. 31, 1995     DEC. 31, 1994     DEC. 31, 1995
        --------------------     -------------     -------------     -------------     -------------     -------------
<S>     <C>                      <C>               <C>               <C>               <C>               <C>
                     0              238,128             9,793           187,924            17,956             880,903
                72,430              138,629           161,906            99,388           166,950           1,692,225
                66,470              153,819           104,811           133,317            59,974          (1,426,490)
                  (909)             (32,496)          (38,382)          (35,928)          (56,956)           (177,972)
               -------              -------           -------           -------           -------             -------
               137,991              498,080           238,128           384,701           187,924             968,666
               =======              =======           =======           =======           =======             =======
 
<CAPTION>
CLASS 2 SUB-ACCOUNTS INVESTING IN:
- ----------------------------------
         AST - MONEY 
           MARKET    
        ------------
         YEAR ENDED
       DEC. 31, 1994
      ----------------
<S>     <C>                
             36,093
          2,038,930
           (931,463)
           (262,657)
            -------
            880,903
            =======
</TABLE>
<TABLE>
<CAPTION>
       --------------------------------------------------------------------------------------------------------------
                                             CLASS 2 SUB-ACCOUNTS INVESTING IN:
       --------------------------------------------------------------------------------------------------------------
                   AST - PHOENIX                           AST - PHOENIX                    AST - T. ROWE PRICE
                   BALANCED ASSET                         CAPITAL GROWTH                     ASSET ALLOCATION
       --------------------------------------     -------------------------------     -------------------------------
            YEAR ENDED           YEAR ENDED        YEAR ENDED       JAN. 11* THRU      YEAR ENDED       JAN. 4* THRU
          DEC. 31, 1995         DEC. 31, 1994     DEC. 31, 1995     DEC. 31, 1994     DEC. 31, 1995     DEC. 31, 1994
       --------------------     -------------     -------------     -------------     -------------     -------------
<S>    <C>                      <C>               <C>               <C>               <C>               <C>
              114,927                6,185            23,203                 0            74,058                  0
               14,069              168,492             5,700            24,865            15,761             99,783
              147,198               16,570           (22,408)            8,251            19,141              8,434
              (36,457)             (76,320)           (6,495)           (9,913)          (19,173)           (34,159)
              -------              -------           -------            ------           -------            -------
              239,737              114,927                 0            23,203            89,787             74,058
              =======              =======           =======            ======           =======            =======
</TABLE>
<TABLE>
<CAPTION>
       --------------------------------------------------------------------------------------------------------------
                                             CLASS 2 SUB-ACCOUNTS INVESTING IN:
       --------------------------------------------------------------------------------------------------------------
                   AST - FOUNDERS                          AST - INVESCO                     AST - PIMCO TOTAL
                 CAP. APPRECIATION                         EQUITY INCOME                        RETURN BOND
       --------------------------------------     -------------------------------     -------------------------------
            YEAR ENDED          JAN. 10* THRU      YEAR ENDED       JAN. 4* THRU       YEAR ENDED       JAN. 6* THRU
          DEC. 31, 1995         DEC. 31, 1994     DEC. 31, 1995     DEC. 31, 1994     DEC. 31, 1995     DEC. 31, 1994
       --------------------     -------------     -------------     -------------     -------------     -------------
<S>    <C>                      <C>               <C>               <C>               <C>               <C>
               96,278                    0           150,719                 0           256,950                  0
               58,187               79,701            78,361           165,131           268,109            231,757
               83,179               29,469            89,676            36,322           409,444             77,945
              (15,804)             (12,892)          (25,416)          (50,734)          (88,147)           (52,752)
              -------              -------           -------           -------           -------           --------
              221,840               96,278           293,340           150,719           846,356            256,950
              =======              =======           =======           =======           =======           ========
 
<CAPTION>
           ----------------------------------
           CLASS 2 SUB-ACCOUNTS INVESTING IN:
           ----------------------------------
                                  AST - SCUDDER
     AST - PIMCO LTD.           INTERNATIONAL BOND
      MATURITY BOND       ------------------------------
     ----------------                       MAY 18* THRU
       MAY 8* THRU         YEAR ENDED         DEC. 31,
      DEC. 31, 1995       DEC. 31, 1995         1994
     ----------------     -------------     ------------
<S>    <C>                <C>               <C>
                 0            25,171                 0
            29,331            49,331            14,630
           370,820            56,647            14,871
              (993)           (3,776)           (4,330)
         ---------            ------           -------
           399,158           127,373            25,171
         =========            ======           =======
</TABLE>
 
- --------------------------------------------------------------------------------
 
                                       37

AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
VARIABLE ACCOUNT B -- CLASS 2
 
NOTES TO
FINANCIAL STATEMENTS (CONCLUDED)
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                            -------------------------------------------------------------
                                                                         CLASS 2 SUB-ACCOUNTS INVESTING IN:
                                                            -------------------------------------------------------------
                                                                     AST - EAGLE                    AST - BERGER
                                                                    GROWTH EQUITY                  CAPITAL GROWTH
                                                            -----------------------------   -----------------------------
                                                             YEAR ENDED     JUL. 5* THRU     YEAR ENDED     NOV. 23* THRU
                                                            DEC. 31, 1995   DEC. 31, 1994   DEC. 31, 1995   DEC. 31, 1994
                                                            -------------   -------------   -------------   -------------
<S>                                                         <C>             <C>             <C>             <C>
Units Outstanding Beginning of the Period...................      1,634              0           3,419               0
Units Purchased.............................................      1,853          2,931          29,846             117
Units Transferred Between Sub-accounts......................     (2,684)             0          59,519           3,302
Units Surrendered...........................................       (803)        (1,297)         (3,310)              0
                                                                ------          ------         -------          ------
Units Outstanding End of the Period.........................          0          1,634          89,474           3,419
                                                                ======          ======         =======          ======
</TABLE>
 
<TABLE>
<CAPTION>
                                                            -------------------------------------------------------------
                                                                         CLASS 2 SUB-ACCOUNTS INVESTING IN:
                                                            -------------------------------------------------------------
                                                                 AVP - TOTAL RETURN              AVP - INTERNATIONAL
                                                            -----------------------------   -----------------------------
                                                             YEAR ENDED     FEB. 17* THRU    YEAR ENDED     JAN. 24* THRU
                                                            DEC. 31, 1995   DEC. 31, 1994   DEC. 31, 1995   DEC. 31, 1994
                                                            -------------   -------------   -------------   -------------
<S>                                                         <C>             <C>             <C>             <C>
Units Outstanding Beginning of the Period...................     16,344              0          33,633               0
Units Purchased.............................................      1,465          7,662             290          34,799
Units Transferred Between Sub-accounts......................    (14,355)         9,258         (28,561)          2,055
Units Surrendered...........................................     (3,454)          (576)         (5,362)         (3,221)
                                                                ------          ------         -------          ------
Units Outstanding End of the Period.........................          0         16,344               0          33,633
                                                                ======          ======         =======          ======
</TABLE>
 
<TABLE>
<CAPTION>
                                                            -------------------------------------------------------------
                                                                         CLASS 2 SUB-ACCOUNTS INVESTING IN:
                                                            -------------------------------------------------------------
                                                                    JAS - GROWTH               JAS - AGGRESSIVE GROWTH
                                                            -----------------------------   -----------------------------
                                                             YEAR ENDED     JAN. 10* THRU    YEAR ENDED      YEAR ENDED
                                                            DEC. 31, 1995   DEC. 31, 1994   DEC. 31, 1995   DEC. 31, 1994
                                                            -------------   -------------   -------------   -------------
<S>                                                         <C>             <C>             <C>             <C>
Units Outstanding Beginning of the Period...................     34,594              0          62,288           2,674
Units Purchased.............................................     17,766         34,196          13,717          42,847
Units Transferred Between Sub-accounts......................    (44,966)         6,714         (68,934)         24,792
Units Surrendered...........................................     (7,394)        (6,316)         (7,071)         (8,025)
                                                                ------          ------         -------          ------
Units Outstanding End of the Period.........................          0         34,594               0          62,288
                                                                ======          ======         =======          ======
</TABLE>
 
- --------------------------------------------------------------------------------
 
* Date Operations Commenced.
 
                                       38

- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
    ----------------------------------------------------------------------------------------------------
                                       CLASS 2 SUB-ACCOUNTS INVESTING IN:
    ----------------------------------------------------------------------------------------------------
               AVP - ST                                                            AVP - GROWTH                           
              MULTI-MKT                     AVP - PREMIER GROWTH                     & INCOME                             
    ------------------------------     ------------------------------     ------------------------------ 
     YEAR ENDED                         YEAR ENDED                         YEAR ENDED                                     
      DEC. 31,       JAN. 23* THRU       DEC. 31,        YEAR ENDED         DEC. 31,        YEAR ENDED                    
        1995         DEC. 31, 1994         1995         DEC. 31, 1994         1995         DEC. 31, 1994                  
    ------------     -------------     ------------     -------------     ------------     -------------                  
    <S>              <C>               <C>              <C>               <C>              <C>                            
        30,330                0            75,250            4,437            65,886              449                     
         3,360           38,258            16,214           45,774            10,154           35,995                     
       (29,048)          (2,001)          (70,502)          32,488           (69,773)          33,535                     
        (4,642)          (5,927)          (20,962)          (7,449)           (6,267)          (4,093)                    
        ------          -------           -------           ------            ------          -------                     
             0           30,330                 0           75,250                 0           65,886                     
        ======          =======           =======           ======            ======          =======                     
<CAPTION>
   ----------------------------------
   CLASS 2 SUB-ACCOUNTS INVESTING IN:                                           
   ----------------------------------
            AVP - U.S. GOV'T     
            HIGH GRADE SECS.     
   ---------------------------------
    YEAR ENDED  
     DEC. 31,          JAN. 10* THRU
       1995            DEC. 31, 1994
   ------------        ------------- 
   <S>                <C>           
       85,679                   0   
        6,617              51,331   
      (75,458)             50,457   
      (16,838)            (16,109)  
     --------             -------   
            0              85,679   
     ========             =======   
                                                                                                                          
<CAPTION>                                                                                                                 
    ----------------------------------------------------------------------------------------------------
                                      CLASS 2 SUB-ACCOUNTS INVESTING IN:                                           
    ----------------------------------------------------------------------------------------------------
              SVL - BOND                           GROWTH                         SVL - BALANCED                          
    ------------------------------     ------------------------------     ------------------------------
     YEAR ENDED                         YEAR ENDED                         YEAR ENDED                                     
      DEC. 31,        YEAR ENDED         DEC. 31,       JAN. 21* THRU       DEC. 31,       FEB. 4* THRU                   
        1995         DEC. 31, 1994         1995         DEC. 31, 1994         1995         DEC. 31, 1994                  
    ------------     -------------     ------------     -------------     ------------     -------------                  
    <S>              <C>               <C>              <C>               <C>              <C>                            
        75,644              604             9,998                0             6,471                0                     
         7,937           68,497               108           11,338             1,745            9,808                     
       (67,415)          25,324            (7,486)              95            (5,086)             544                     
       (16,166)         (18,781)           (2,620)          (1,435)           (3,130)          (3,881)                    
        ------          -------           -------           ------            ------          -------                     
             0           75,644                 0            9,998                 0            6,471                     
        ======          =======           =======           ======            ======          =======                     
<CAPTION>                                                                                                                 
   ---------------------------------
  CLASS 2 SUB-ACCOUNTS INVESTING IN:                                           
   ---------------------------------
                 SYL
            INTERNATIONAL                    
   ---------------------------------
    YEAR ENDED                      
     DEC. 31,         JAN. 5* THRU 
      1995           DEC. 31, 1994 
   ---------         ------------- 
   <S>               <C>           
      122,549                  0    
       41,598            104,506    
     (140,158)            35,725    
      (23,989)           (17,682)   
     --------            -------    
         0               122,549    
     ========            =======    

<CAPTION>
    -----------------------------------------------------------------------------------------------------
                                     CLASS 2 SUB-ACCOUNTS INVESTING IN:                                           
    -----------------------------------------------------------------------------------------------------
           JAS - WORLDWIDE                                                        JAS - FLEXIBLE                          
                GROWTH                         JAS - BALANCED                         INCOME                              
    ------------------------------     ------------------------------     ------------------------------
     YEAR ENDED                         YEAR ENDED                         YEAR ENDED                                     
      DEC. 31,       JAN. 5* THRU        DEC. 31,       JAN. 25* THRU       DEC. 31,        YEAR ENDED                    
        1995         DEC. 31, 1994         1995         DEC. 31, 1994         1995         DEC. 31, 1994                  
    ------------     -------------     ------------     -------------     ------------     -------------                  
    <S>              <C>               <C>              <C>               <C>              <C>                            
        22,365                0            23,225                0            45,477            3,334                     
        12,733           23,302               197           24,241             1,880           57,696                     
       (28,908)           4,869            (8,428)            (963)          (41,119)           3,546                     
        (6,190)          (5,806)          (14,994)             (53)           (6,238)         (19,099)                    
        ------          -------           -------           ------            ------          -------                     
             0           22,365                 0           23,225                 0           45,477                     
        ======          =======           =======           ======            ======          =======                     

<CAPTION>                                 
  --------------------------------- 
CLASS 2 SUB-ACCOUNTS INVESTING IN:                                           
  --------------------------------- 
         JAS - SHORT-TERM                        
               BOND                           
  ---------------------------------
   YEAR ENDED                        
    DEC. 31,          JAN. 26* THRU  
      1995            DEC. 31, 1994  
  ------------        -------------  
  <S>                 <C>            
      43,662                   0     
     133,413              90,465     
    (164,153)            (46,404)    
     (12,922)               (399)    
    --------             -------     
           0              43,662     
    ========             =======     

</TABLE>                             
- -------------------------------------------------------------
                               39
 

[EDGAR REFERENCE - IN THE PRINTED VERSION OF THIS REPORT THE AUDITED 
DECEMBER 31, 1995 FINANCIAL STATEMENTS OF THE ALGER AMERICAN FUND FOLLOW AT THIS
POINT. THE FINANCIAL STATEMENTS WERE FILED WITH THE COMMISSION VIA THE EDGAR
FORMAT ON FEBRUARY 28, 1996; FORM TYPE N-30D; FILE # 811-5550. THE FINANCIAL
STATEMENTS INCLUDE INFORMATION ON PORTFOLIOS WHICH ARE NOT AVAILABLE TO OWNERS
OF THE LIFEVEST PERSONAL SECURITY ANNUITIES, AMERICAN SKANDIA ADVISORS PLAN
ANNUITIES, AMERICAN SKANDIA ADVISORS PLAN II ANNUITIES NOR THE ALLIANCE CAPITAL
NAVIGATOR ANNUITIES.]



[EDGAR REFERENCE - IN THE PRINTED VERSION OF THIS REPORT THE AUDITED 
DECEMBER 31, 1995 FINANCIAL STATEMENTS OF THE NEUBERGER & BERMAN ADVISORS
MANAGEMENT TRUST FOLLOW AT THIS POINT. THE FINANCIAL STATEMENTS WERE FILED WITH
THE COMMISSION VIA THE EDGAR FORMAT ON FEBRUARY 28, 1996; FORM TYPE N-30D; FILE
#811-04255. THE FINANCIAL STATEMENTS INCLUDE INFORMATION ON PORTFOLIOS WHICH ARE
NOT AVAILABLE TO OWNERS OF THE LIFEVEST PERSONAL SECURITY ANNUITIES, AMERICAN
SKANDIA ADVISORS PLAN ANNUITIES, AMERICAN SKANDIA ADVISORS PLAN II ANNUITIES NOR
THE ALLIANCE CAPITAL NAVIGATOR ANNUITIES.]



[EDGAR REFERENCE - IN THE PRINTED VERSION OF THIS REPORT THE AUDITED 
DECEMBER 31, 1995 FINANCIAL STATEMENTS OF THE AMERICAN SKANDIA TRUST FUND FOLLOW
AT THIS POINT. THE FINANCIAL STATEMENTS WERE FILED WITH THE COMMISSION VIA THE
EDGAR FORMAT ON MARCH 7, 1996; FORM TYPE N-30D; FILE # 811-05186. THE FINANCIAL
STATEMENTS INCLUDE INFORMATION ON PORTFOLIOS WHICH ARE NOT AVAILABLE TO OWNERS
OF THE LIFEVEST PERSONAL SECURITY ANNUITIES, AMERICAN SKANDIA ADVISORS PLAN
ANNUITIES, AMERICAN SKANDIA ADVISORS PLAN II ANNUITIES NOR THE ALLIANCE CAPITAL
NAVIGATOR ANNUITIES.]


[EDGAR REFERENCE - IN THE PRINTED VERSION OF THIS REPORT THE AUDITED DECEMBER
31, 1995 FINANCIAL STATEMENTS OF THE ALLIANCE VARIABLE PRODUCTS SERIES FUND,
INC. FOLLOW AT THIS POINT. THE FINANCIAL STATEMENTS WERE FILED WITH THE
COMMISSION VIA THE EDGAR FORMAT ON FEBRUARY 28, 1996; FORM TYPE N-30B-2; FILE
# 811-5398. THE FINANCIAL STATEMENTS INCLUDE INFORMATION ON PORTFOLIOS WHICH ARE
NOT AVAILABLE TO OWNERS OF THE LIFEVEST PERSONAL SECURITY ANNUITIES, AMERICAN
SKANDIA ADVISORS PLAN ANNUITIES, AMERICAN SKANDIA ADVISORS PLAN II ANNUITIES NOR
THE ALLIANCE CAPITAL NAVIGATOR ANNUITIES.]



[EDGAR REFERENCE - IN THE PRINTED VERSION OF THIS REPORT THE AUDITED DECEMBER
31, 1995 FINANCIAL STATEMENTS OF THE SCUDDER VARIABLE LIFE INVESTMENT FUND
FOLLOW AT THIS POINT. THE FINANCIAL STATEMENTS WERE FILED WITH THE COMMISSION
VIA THE EDGAR FORMAT ON FEBRUARY 28, 1996; FORM TYPE N-30D; FILE # 811-4257. THE
FINANCIAL STATEMENTS INCLUDE INFORMATION ON PORTFOLIOS WHICH ARE NOT AVAILABLE
TO OWNERS OF THE LIFEVEST PERSONAL SECURITY ANNUITIES, AMERICAN SKANDIA ADVISORS
PLAN ANNUITIES, AMERICAN SKANDIA ADVISORS PLAN II ANNUITIES NOR THE ALLIANCE
CAPITAL NAVIGATOR ANNUITIES.]

[EDGAR REFERENCE - IN THE PRINTED VERSION OF THIS REPORT THE AUDITED
DECEMBER 31, 1995 FINANCIAL STATEMENTS OF THE JANUS ASPEN SERIES FOLLOW AT THIS
POINT. THE FINANCIAL STATEMENTS WERE FILED WITH THE COMMISSION VIA THE EDGAR
FORMAT ON FEBRUARY 28, 1996; FORM TYPE N-30D; FILE #811-07736. THE FINANCIAL
STATEMENTS INCLUDE INFORMATION ON PORTFOLIOS WHICH ARE NOT AVAILABLE TO OWNERS
OF THE ADVISORS SELECT ANNUITY, THE ADVISORS CHOICE ANNUITY NOR THE ADVISORS
DESIGN ANNUITY.]


















                                     PART C

                                OTHER INFORMATION


<PAGE>


Item 24.  Financial Statements and Exhibits:

     (a)  All  financial  statements  are  included  in  Parts  A  & B  of  this
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  B
(previously  filed  in  the  initial  Registration   Statement  of  Registration
Statement No. 33-19363, filed December 30, 1987).

     (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
Post-Effective  Amendment No. 3 to Registration  Statement No.  33-44436,  filed
April 20, 1993).

     (b) Form of Revised Dealer Agreement  (previously  filed in  Post-Effective
Amendment No. 3 to Registration Statement No. 33-44436, filed April 20, 1993).

     (4)  Copy of the form of the  Annuity  (previously  filed in  Pre-Effective
Amendment No. 1 to this Registration Statement filed November 9, 1993).

     (5)  Copy  of  the  application  form  used  with  the  annuity   contracts
(previously filed in Post-Effective Amendment No. 4, filed February 17, 1995).

     (6) (a) Copy of the certificate of  incorporation  of American Skandia Life
Assurance  Corporation  (previously  filed in  Pre-Effective  Amendment No. 2 to
Registration Statement No. 33-19363, filed July 27, 1988).

     (b) Copy of the  By-Laws of American  Skandia  Life  Assurance  Corporation
(previously filed in Pre-Effective Amendment No. 2 to Registration Statement No.
33-19363, filed July 27, 1988).

     (7) Not applicable.

     (8) Agreements between Depositor and:

     (a)  Neuberger & Berman  Advisers  Management  Trust  (previously  filed in
Post-Effective No. 5 to Registration Statement No. 33-19363,  filed February 28,
1990).

     (b) The Alger American Fund (previously  filed in  Post-Effective  No. 5 to
Registration Statement No. 33-19363, filed February 28, 1990).

     (c) Alliance  Variable  Products  Series Fund,  Inc.  (previously  filed in
Pre-Effective  Amendment No. 1 to  Registration  Statement No.  33-44436,  filed
March 30, 1992).

     (d) American Skandia Trust (previously  filed in  Post-Effective  Amendment
No. 5 to Registration  Statement No. 33-19363,  filed February 28, 1990. At such
time, what later became American Skandia Trust was known as the Henderson Global
Asset Trust).

     (e) Scudder  Variable Life  Investment  Fund,  its advisor and  distributor
(previously  filed  in  Pre-Effective  Amendment  No.  1  to  this  Registration
Statement filed November 9, 1993).

     (f) Janus Aspen Series  (previously filed in Pre-Effective  Amendment No. 1
to this Registration Statement filed November 9, 1993).

     (9) Opinion and consent of Werner & Kennedy.

     (10) Consent of Deloitte & Touche LLP.

     (11) Not applicable.

     (12) Not applicable.

     (13)   Calculation  of  Performance   Information  for   Advertisement   of
Performance   (previously  filed  in  Pre-Effective  Amendment  No.  1  to  this
Registration Statement filed November 9, 1993).

     (14) Not applicable.
   
<TABLE>
<CAPTION>
Item 25.  Directors and Officers of the Depositor:  The Directors and Officers of the Depositor are as follows:

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

Alan Blank                                                    Employee                                           Vice President and,
47                                                                                                           National Sales Manager:
                                                                                                                    American Skandia
                                                                                                             Marketing, Incorporated

    Mr. Blank joined us in 1994.  He previously held the position of Vice-Chairman at Liberty Securities.

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

Nancy F. Brunetti                                             Senior Vice President,            Senior Vice President, Business and
34                                                            Business and Application                      Application Development:
                                                              Development                                      American Skandia Life
                                                              Director (since February, 1996)                  Assurance Corporation

     Ms. Brunetti joined us in 1992.  She previously held the position of Senior Business Analyst at Monarch Life Insurance Company.

Malcolm M. Campbell                                           Director (since April, 1991)                   Director of Operations,
40                                                                                                           Assurance and Financial
                                                                                                                  Services Division:
                                                                                                      Skandia Insurance Company Ltd.

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

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

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

Wade A. Dokken                                                Director (since July, 1991)                                  Director:
36                                                            and Employee                                     American Skandia Life
                                                                                                              Assurance Corporation;
                                                                                                  President, Chief Operating Officer
                                                                                                        and Chief Marketing Officer:
                                                                                            American Skandia Marketing, Incorporated

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

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

Dianne B. Michael                                             Senior Vice President,                          Senior Vice President,
41                                                            Customer Service                                     Customer Service:
                                                              Director (since February, 1996)                  American Skandia Life
                                                                                                               Assurance Corporation

     Ms. Michael joined us in 1995.  She previously held the position of Vice President with J. P. Morgan Investment Management Inc.

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

M. Patricia Paez                                              Assistant Vice President                      Assistant Vice President
35                                                            and Corporate Secretary                       and Corporate Secretary:
                                                                                                               American Skandia Life
                                                                                                               Assurance Corporation

Don Thomas Peck                                               Employee                                               Vice President,
52                                                                                                           National Sales Manager:
                                                                                                                   American Skandia
                                                                                                             Marketing, Incorporated

   Mr. Peck joined us in 1995.  He previously held the position of Regional Vice President with MFS Financial Services Inc.

Rodney D. Runestad                                            Vice President and                                  Vice President and
46                                                            Valuation Actuary                                   Valuation Actuary:
                                                                                                               American Skandia Life
                                                                                                               Assurance Corporation

Hayward Sawyer                                                Employee                                            Vice President and
51                                                                                                           National Sales Manager:
                                                                                                                    American Skandia
                                                                                                             Marketing, Incorporated

    Mr. Sawyer joined us in 1994.  He previously held the position of Regional Vice President with AIM Distributors, Inc.

Todd L. Slade                                                 Vice President,                                        Vice President,
38                                                            Applications Development                     Applications Development:
                                                                                                               American Skandia Life
                                                                                                               Assurance Corporation

Anders O. Soderstrom                                          Director (since October, 1994)                          President and
36                                                                                                          Chief Operating Officer:
                                                                                                        American Skandia Information
                                                                                                 Services and Technology Corporation

Amanda C. Sutyak                                              Executive Vice President                      Executive Vice President
38                                                            and Deputy Chief                                      and Deputy Chief
                                                              Operating Officer,                                  Operating Officer:
                                                              Director (since July, 1991)                      American Skandia Life
                                                                                                               Assurance Corporation

C. Ake Svensson                                               Treasurer,                                   Vice President, Treasurer
45                                                            Director (since December, 1994)              and Corporate Controller:
                                                                                                         American Skandia Investment
                                                                                                                 Holding Corporation

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

Bayard F. Tracy                                               Senior Vice President,                          Senior Vice President,
48                                                            Institutional Sales,                Institutional Sales and Marketing:
                                                              Director (since October, 1994)                   American Skandia Life

                                                                                                               Assurance Corporation
</TABLE>
    
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
                  ("ASIST"),   formerly   American  Skandia  Business   Services
                  Corporation:  The organization (formerly known as Skandia U.S.
                  Business   Services   Corporation)   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 Investment 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.")  ,
                  formerly   Skandia   Life  Equity   Sales   Corporation:   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"),
                  formerly  American Skandia Life Investment  Management,  Inc.:
                  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, 1995 there were
1,111 owners of contracts.
    

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 such an 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.

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.
   
<TABLE>
<CAPTION>
<S>                                                                             <C>  
Name and Principal Business Address                                             Positions and Offices with Underwriter

Alan H. Blank                                                                   Vice President and
American Skandia Life Assurance Corporation                                     National Sales Manager
One Corporate Drive, P.O. Box 883
Shelton, Connecticut  06484-0883

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

Jan R. Carendi                                                                  Chief Executive Officer
Skandia Insurance Company Ltd.                                                  and Chairman of the
Sveavagen 44, S-103 50 Stockholm, Sweden                                        Board of Directors

Paul De Simone                                                                  Controller
American Skandia Life Assurance Corporation
One Corporate Drive, P.O. Box 883
Shelton, Connecticut  06484-0883

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

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

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

Don Thomas Peck                                                                 Vice President and
American Skandia Life Assurance Corporation                                     National Sales Manager
One Corporate Drive, P.O. Box 883
Shelton, Connecticut  06484-0883

Hayward Sawyer                                                                  Vice President and
American Skandia Life Assurance Corporation                                     National Sales Manager
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

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

Amanda C. Sutyak                                                                Executive Vice President
American Skandia Life Assurance Corporation
One Corporate Drive, P.O. Box 883
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 B.

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

                                                              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 day of April 26, 1996.

         AMERICAN SKANDIA LIFE ASSURANCE CORPORATION VARIABLE ACCOUNT B
                             (CLASS 2 SUB-ACCOUNTS)
                                   Registrant

                 By: American Skandia Life Assurance Corporation

By:/s/ M. Patricia Paez                             Attest:/s/ Diana D. Steigauf
M. Patricia Paez, Corporate Secretary                          Diana D. Steigauf

                   AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
                                    Depositor

By:/s/ M. Patricia Paez                             Attest:/s/ Diana D. Steigauf
M. Patricia Paez, Corporate Secretary                          Diana D. Steigauf


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 26, 1996
           Jan R. Carendi           Chairman of the Board and Director

                                    (Principal Financial Officer and Principal Accounting Officer)


       /s/ Thomas M. Mazzaferro                Executive Vice President and            April 26, 1996
               Thomas M. Mazzaferro              Chief Financial Officer


                                                         (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****                                                                  Dianne B. Michael****
Nancy F. Brunetti                                                                        Dianne B. Michael

                           */**/***/****By: /s/ M. Patricia Paez
                                            M. Patricia Paez

<FN>
     *Pursuant to Powers of Attorney previously filed with Post-Effective Amendment No. 10 to Registration Statement No. 33-19363
         **Pursuant to Powers of Attorney previously filed with the initial filing of Registration Statement No. 33-86918.
           ***Pursuant to Power of Attorney previously filed with the initial filing of Registration Statement No. 33-88360.
          ****Pursuant  to Powers of Attorney  previously filed with the initial filing of Registration Statement No. 333-00941
</FN>
</TABLE>


                                    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   Consent of Deloitte & Touche LLP








(212) 408-6900



                                                                  April 26, 1996

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

     Re:  Post-effective  Amendment No. 6 to Form N-4 filed by American  Skandia
Life  Assurance  Corporation,  Depositor,  and American  Skandia Life  Assurance
Corporation Variable Account B (Class 2 Sub-Accounts),  Registrant  Registration
No.: 33-56770 Investment Company No.: 811-8248 Our File No. 74877-00101

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 B (Class 2 Sub-Accounts)  ("American Skandia Variable Account B
Class 2  Sub-Accounts"),  as  Registrant,  under the  Securities Act of 1933, as
amended,  and the  Investment  Company  Act of 1940,  as  amended,  Registration
Statement No. 33-56770,  Investment Company Act No. 811-8248, (the "Registration
Statement") of a certain Variable Annuity Contract (the "Contract") that will be
issued by American  Skandia through American Skandia Variable Account B (Class 2
Sub-Accounts).

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

     2. American  Skandia  Variable  Account B (Class 2 Sub-Accounts) 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 No. 6 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



                                                                      Exhibit 10






INDEPENDENT AUDITORS' CONSENT

We consent to the use in this  Post-effective  Amendment  No. 6 to  Registration
Statement No. 33-56770 of American Skandia Life Assurance  Corporation  Variable
Account B (Class 2 Sub-Accounts)  on Form N-4 of our report dated March 14, 1996
relating  to American  Skandia  Life  Assurance  Corporation,  our report  dated
February  20, 1996  relating  to American  Skandia  Life  Assurance  Corporation
Variable  Account  B - Class 2 and to the  reference  to us  under  the  heading
"Independent  Auditors"  appearing in the  Statement of  Additional  Information
which is a part of such Registration Statement.


/s/ Deloitte & Touche LLP
New York, New York
April 26, 1996


<TABLE> <S> <C>
                                                                 
<ARTICLE>                                                          6
<LEGEND>                                           Variable Account B - Class 2
</LEGEND>                                                              
<MULTIPLIER>                                                       1
<CURRENCY>                                              U.S. Dollars
       
<S>                                                     <C>
<PERIOD-TYPE>                                           YEAR
<FISCAL-YEAR-END>                                       DEC-31-1995
<PERIOD-START>                                          JAN-01-1995
<PERIOD-END>                                            DEC-31-1995
<EXCHANGE-RATE>                                                    1
<INVESTMENTS-AT-COST>                                     81,112,198
<INVESTMENTS-AT-VALUE>                                    84,690,715
<RECEIVABLES>                                             10,309,914
<ASSETS-OTHER>                                                     0
<OTHER-ITEMS-ASSETS>                                               0
<TOTAL-ASSETS>                                            95,000,629
<PAYABLE-FOR-SECURITIES>                                  10,310,286
<SENIOR-LONG-TERM-DEBT>                                            0
<OTHER-ITEMS-LIABILITIES>                                          0
<TOTAL-LIABILITIES>                                       10,310,286
<SENIOR-EQUITY>                                                    0
<PAID-IN-CAPITAL-COMMON>                                           0
<SHARES-COMMON-STOCK>                                              0
<SHARES-COMMON-PRIOR>                                              0
<ACCUMULATED-NII-CURRENT>                                          0
<OVERDISTRIBUTION-NII>                                             0
<ACCUMULATED-NET-GAINS>                                            0
<OVERDISTRIBUTION-GAINS>                                           0
<ACCUM-APPREC-OR-DEPREC>                                           0
<NET-ASSETS>                                              84,690,343
<DIVIDEND-INCOME>                                          1,089,939
<INTEREST-INCOME>                                                  0
<OTHER-INCOME>                                                     0
<EXPENSES-NET>                                              (534,682)
<NET-INVESTMENT-INCOME>                                      555,257
<REALIZED-GAINS-CURRENT>                                   5,890,840
<APPREC-INCREASE-CURRENT>                                  3,497,440
<NET-CHANGE-FROM-OPS>                                      9,943,537
<EQUALIZATION>                                                     0
<DISTRIBUTIONS-OF-INCOME>                                          0
<DISTRIBUTIONS-OF-GAINS>                                           0
<DISTRIBUTIONS-OTHER>                                              0
<NUMBER-OF-SHARES-SOLD>                                            0
<NUMBER-OF-SHARES-REDEEMED>                                        0
<SHARES-REINVESTED>                                                0
<NET-CHANGE-IN-ASSETS>                                    41,155,576
<ACCUMULATED-NII-PRIOR>                                            0
<ACCUMULATED-GAINS-PRIOR>                                          0
<OVERDISTRIB-NII-PRIOR>                                            0
<OVERDIST-NET-GAINS-PRIOR>                                         0
<GROSS-ADVISORY-FEES>                                              0
<INTEREST-EXPENSE>                                                 0
<GROSS-EXPENSE>                                                    0
<AVERAGE-NET-ASSETS>                                               0
<PER-SHARE-NAV-BEGIN>                                              0
<PER-SHARE-NII>                                                    0
<PER-SHARE-GAIN-APPREC>                                            0
<PER-SHARE-DIVIDEND>                                               0
<PER-SHARE-DISTRIBUTIONS>                                          0
<RETURNS-OF-CAPITAL>                                               0
<PER-SHARE-NAV-END>                                                0
<EXPENSE-RATIO>                                                    0
<AVG-DEBT-OUTSTANDING>                                             0
<AVG-DEBT-PER-SHARE>                                               0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE>                                           7
<MULTIPLIER>                                   1
<CURRENCY>                                     U.S. Dollars
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                              DEC-31-1995
<PERIOD-START>                                 JAN-01-1995
<PERIOD-END>                                   DEC-31-1995
<EXCHANGE-RATE>                                1
<DEBT-HELD-FOR-SALE>                           0
<DEBT-CARRYING-VALUE>                          10,112,705
<DEBT-MARKET-VALUE>                            0
<EQUITIES>                                     1,728,875
<MORTGAGE>                                     0
<REAL-ESTATE>                                  0
<TOTAL-INVEST>                                 27,541,580
<CASH>                                         13,146,384
<RECOVER-REINSURE>                             0
<DEFERRED-ACQUISITION>                         270,222,383
<TOTAL-ASSETS>                                 5,021,012,890 <F1>
<POLICY-LOSSES>                                49,879,508
<UNEARNED-PREMIUMS>                            0
<POLICY-OTHER>                                 0
<POLICY-HOLDER-FUNDS>                          0
<NOTES-PAYABLE>                                103,000,000
                          0
                                    0
<COMMON>                                       2,000,000
<OTHER-SE>                                     0
<TOTAL-LIABILITY-AND-EQUITY>                   5,021,012,890 <F2>
                                     0
<INVESTMENT-INCOME>                            1,600,674
<INVESTMENT-GAINS>                             36,774
<OTHER-INCOME>                                 45,107,959
<BENEFITS>                                     6,446,129
<UNDERWRITING-AMORTIZATION>                    35,970,524
<UNDERWRITING-OTHER>                           0
<INCOME-PRETAX>                                (2,170,660)
<INCOME-TAX>                                   397,360
<INCOME-CONTINUING>                            0
<DISCONTINUED>                                 0
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   (2,568,020)
<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
$4,699,961,646.
     <F2> Included in Total  Liabilities and Equity are  Liabilities  related to
Separate Acocunts of $4,699,961,646.
</FN>
        

</TABLE>


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