AMERICAN SKANDIA LIFE ASSURAN CORP VAR ACC B CLASS 2 SUB ACC
485BPOS, 1997-04-29
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        Filed with the Securities and Exchange Commission on April 29, 1997
    

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. 7
                                     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. PRISCILLA PANNELL, 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, 1997OR 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, 1997 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

        <S>                       <C>                     <C>                   <C>                   <C> 
                                                          Proposed               Proposed
                                                          Maximum                 Maximum
                                    Amount                Offering              Aggregate               Amount of
        Title of Securities          to be                 Price                 Offering             Registration
          to be Registered        Registered              Per Unit                 Price                   Fee
- ------------------------------------------------------------------------------------------------------------------------------------
   American Skandia Life Assurance
  Corporation Annuity Contracts    Indefinite*            Indefinite*                --                     $0
====================================================================================================================================
</TABLE>
              *Pursuant to Rule 24f-2 of the Investment Company Act

   
Registrant has registered an indefinite number or amount of securities under the
Securities Act of 1933 pursuant to Investment  Company Act Rule 24f-2.  The Rule
24f-2 Notice for  Registrant's  fiscal year 1996 was filed within 90 days of the
close of the fiscal year.
================================================================================
WFee
    

<TABLE>
<CAPTION>
                  CROSS REFERENCE SHEET PURSUANT TO RULE 495(a)

<S>      <C>                                                    <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,
                                                                                       Skandia's Systematic Investment Plan
                                                                                                  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>



WRAP FEE N4




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 36. 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,  AST Janus Overseas Growth,  Lord Abbett Growth and Income, AST
Money Market,  Federated  Utility  Income,  Federated High Yield,  T. Rowe Price
Asset  Allocation,  T. Rowe Price  International  Equity,  T. Rowe Price Natural
Resources,  T. Rowe Price International Bond, T. Rowe Price Small Company Value,
Founders Capital Appreciation,  Founders Passport,  INVESCO Equity Income, PIMCO
Total Return Bond, PIMCO Limited Maturity Bond, Berger Capital Growth, Robertson
Stephens  Value  +  Growth,  AST  Putnam  Value  Growth  &  Income,  AST  Putnam
International Equity, AST Putnam Balanced, Twentieth Century Strategic Balanced,
Twentieth Century International 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.

We guarantee fixed annuity  payments.  We also guarantee any adjustable  annuity
payments we may make available (see "Annuity Payments").
                              (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, 1997
Statement of Additional Information Dated: May 1, 1997
AC-PROS (05/97)
    


<PAGE>



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  allocated to the investment  options are subject to investment  risks,
including possible loss of principal.
    


<PAGE>


                  This page has been intentionally left blank.

                                            










<PAGE>


<TABLE>
<CAPTION>
                                                     TABLE OF CONTENTS
<S>                                                                                                                       <C>
DEFINITIONS................................................................................................................6
HIGHLIGHTS.................................................................................................................8
AVAILABLE INFORMATION......................................................................................................9
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE............................................................................9
CONTRACT EXPENSE SUMMARY..................................................................................................10
EXPENSE EXAMPLES..........................................................................................................13
CONDENSED FINANCIAL INFORMATION...........................................................................................14
   Unit Prices And Numbers of Units.......................................................................................14
   Yields On Money Market Sub-Account.....................................................................................16
INVESTMENT OPTIONS........................................................................................................16
INVESTMENT ALLOCATION SERVICES............................................................................................18
OPERATIONS OF THE SEPARATE ACCOUNT........................................................................................18
INSURANCE ASPECTS OF THE ANNUITY..........................................................................................19
CHARGES ASSESSABLE AGAINST THE ANNUITY....................................................................................19
   Sales Charge...........................................................................................................19
   Maintenance Fee........................................................................................................19
   Tax Charges............................................................................................................20
   Transfer Fee...........................................................................................................20
   Allocation Of Annuity Charges..........................................................................................20
CHARGES ASSESSED AGAINST THE ASSETS.......................................................................................20
   Administration Charge..................................................................................................20
   Mortality and Expense Risk Charges.....................................................................................20
CHARGES OF THE UNDERLYING MUTUAL FUNDS....................................................................................20
PURCHASING ANNUITIES......................................................................................................20
   Uses Of The Annuity....................................................................................................21
   Application And Initial Payment........................................................................................21
   Skandia's Systematic Investment Plan...................................................................................21
   Periodic Purchase Payments.............................................................................................21
   Right to Return the Annuity............................................................................................22
   Allocation of Net Purchase Payments....................................................................................22
   Owner, Annuitant and Beneficiary Designations..........................................................................22
ACCOUNT VALUE.............................................................................................................23
RIGHTS, BENEFITS AND SERVICES.............................................................................................23
   Additional Purchase Payments...........................................................................................23
   Changing Revocable Designations........................................................................................23
   Allocation Rules.......................................................................................................23
   Transfers..............................................................................................................24
     Dollar Cost Averaging................................................................................................24
   Rebalancing............................................................................................................25
   Distributions..........................................................................................................25
     Surrender............................................................................................................25
     Partial Withdrawals..................................................................................................25
     Systematic Withdrawals...............................................................................................26
     Minimum Distributions................................................................................................26
     Death Benefit........................................................................................................26
     Annuity Payments.....................................................................................................27
     Qualified Plan Withdrawal Limitations................................................................................28
   Pricing of Transfers and Distributions.................................................................................29
   Voting Rights..........................................................................................................29
   Transfers, Assignments or Pledges......................................................................................29
   Reports to You.........................................................................................................30
THE COMPANY...............................................................................................................30
SALE OF THE ANNUITIES.....................................................................................................30
   Distribution...........................................................................................................30
   Advertising............................................................................................................30
CERTAIN TAX CONSIDERATIONS................................................................................................31
   Our Tax Considerations.................................................................................................31
   Tax Considerations Relating to Your Annuity............................................................................31
     Non-natural Persons..................................................................................................31
     Natural Persons......................................................................................................31
     Distributions........................................................................................................32
     Loans, Assignments and Pledges.......................................................................................32
     Gifts................................................................................................................32
     Penalty on Distributions.............................................................................................32
     Annuity Payments.....................................................................................................33
     Tax Free Exchanges...................................................................................................33
     Transfers Between Investment Options.................................................................................33
     Estate and Gift Tax Considerations...................................................................................33
     Generation-Skipping Transfers........................................................................................33
     Diversification......................................................................................................33
     Federal Income Tax Withholding.......................................................................................34
   Tax Considerations When Using Annuities in Conjunction with Qualified Plans............................................34
     Individual Retirement Programs.......................................................................................34
     Tax Sheltered Annuities..............................................................................................34
     Corporate Pension and Profit-sharing Plans...........................................................................34
     H.R. 10 Plans........................................................................................................34
     Tax Treatment of Distributions from Qualified Annuities..............................................................35
     Section 457 Plans....................................................................................................35
OTHER MATTERS.............................................................................................................35
   Deferral of Transactions...............................................................................................35
   Resolving Material Conflicts...........................................................................................35
   Modification...........................................................................................................35
   Misstatement of Age or Sex.............................................................................................36
   Ending the Offer.......................................................................................................36
   Legal Proceedings......................................................................................................36
CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION.......................................................................36
APPENDIX A  SHORT DESCRIPTIONS OF THE UNDERLYING MUTUAL FUNDS' PORTFOLIO INVESTMENT
   OBJECTIVES AND POLICIES.................................................................................................1
</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 a specific type of Systematic Withdrawal such that the
amounts  payable are not less than the 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.


<PAGE>


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,  AST Janus Overseas Growth,  Lord Abbett Growth and Income, AST
Money Market,  Federated  Utility  Income,  Federated High Yield,  T. Rowe Price
Asset  Allocation,  T. Rowe Price  International  Equity,  T. Rowe Price Natural
Resources,  T. Rowe Price International Bond, T. Rowe Price Small Company Value,
Founders Capital Appreciation,  Founders Passport,  INVESCO Equity Income, PIMCO
Total Return Bond, PIMCO Limited Maturity Bond, Berger Capital Growth, Robertson
Stephens  Value  +  Growth,  AST  Putnam  Value  Growth  &  Income,  AST  Putnam
International Equity, AST Putnam Balanced, Twentieth Century Strategic Balanced,
Twentieth Century International 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) Skandia's  Systematic  Investment
Plan; (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 Payment
programs 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 this
Prospectus  and  sending it (or a written  request)  to  American  Skandia  Life
Assurance Corporation, Concierge Desk, P.O. Box 883, Shelton, CT 06484. You also
may forward such a request  electronically to our Customer Service Department or
call   us   at    1-(800)-752-6342.    Our    electronic    mail    address   is
[email protected].  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. These
documents, as well as documents incorporated by reference,  may also be obtained
through the SEC's Internet Website  (http://www.sec.gov)  for this  registration
statement as well as for other  registrants  that file  electronically  with the
SEC.

INCORPORATION OF CERTAIN  DOCUMENTS BY REFERENCE:  To the extent and only to the
extent that any  statement in a document  incorporated  by  reference  into this
Prospectus is modified or  superseded by a statement in this  Prospectus or in a
later-filed document,  such statement is hereby deemed so modified or superseded
and not part of this  Prospectus. 

We furnish you without charge a copy of any or all of the documents incorporated
by reference in this Prospectus,  including any exhibits to such documents which
have been specifically  incorporated by reference. We 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.  Our electronic mail
address is [email protected].
    

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>
<S>                                                           <C>
Your Transaction Expenses

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.
</TABLE>


Annual  Expenses  of the  Sub-accounts  (as a  percentage  of average  daily net
assets)
<TABLE>
<CAPTION>
<S>                                                                                                                   <C> 
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.

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

   
Unless  otherwise  indicated,  the expenses  shown below are for the year ending
December 31, 1996.  "N/A"  indicates  that no entity has agreed to reimburse the
particular  expense  indicated.  The  expenses  of  the  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
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.
    
<TABLE>
<CAPTION>
                                                                                                Total          Total
                                                                                                Annual         Annual
                                  Management    Management          Other         Other        Expenses       Expenses
                                      Fee           Fee           Expenses      Expenses       after any     without any
                                   after any    without any       after any    without any    applicable     applicable
Portfolio:                         voluntary     voluntary     any applicable  applicable      waiver or      waiver or
                                    waiver        waiver        reimbursement reimbursement  reimbursement  reimbursement
- ----------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>           <C>              <C>            <C>             <C>          <C>
American Skandia Trust
  Lord Abbett Growth and Income       N/A         0.75%              N/A          0.22%             N/A        0.97%
  JanCap Growth                       N/A         0.90%              N/A          0.20%             N/A        1.10%
  AST Janus Overseas Growth(1)        N/A         1.00%              N/A          0.42%             N/A        1.42%
  AST Money Market                  0.45%         0.50%            0.15%          0.21%           0.60%        0.71%
  Federated Utility Income            N/A         0.67%              N/A          0.26%             N/A        0.93%
  Federated High Yield                N/A         0.75%              N/A          0.28%             N/A        1.03%
  T. Rowe Price Asset Allocation      N/A         0.85%              N/A          0.35%             N/A        1.20%
  T. Rowe Price Int'l Equity          N/A         1.00%              N/A          0.30%             N/A        1.30%
  T. Rowe Price Natural Resources     N/A         0.90%              N/A          0.40%             N/A        1.30%
  T. Rowe Price Int'l Bond(2)         N/A         0.80%              N/A          0.36%             N/A        1.16%
  T. Rowe Price Small Co. Value(1)    N/A         0.90%              N/A          0.37%             N/A        1.27%
  Founders Capital Appreciation       N/A         0.90%              N/A          0.26%             N/A        1.16%
  Founders Passport                   N/A         1.00%              N/A          0.36%             N/A        1.36%
  INVESCO Equity Income               N/A         0.75%              N/A          0.23%             N/A        0.98%
  PIMCO Total Return Bond             N/A         0.65%              N/A          0.24%             N/A        0.89%
  PIMCO Limited Maturity Bond         N/A         0.65%              N/A          0.24%             N/A        0.89%
  Berger Capital Growth               N/A         0.75%              N/A          0.26%             N/A        1.01%
  Robertson Stephens Value + Growth(3)N/A         1.00%              N/A          0.33%             N/A        1.33%
  Twentieth Century Int'l Growth(1)   N/A         1.00%              N/A          0.42%             N/A        1.42%
  Twentieth Century Strategic Balanced(1)
                                      N/A         0.85%              N/A          0.33%             N/A        1.18%
  AST Putnam Value Growth & Income(1) N/A         0.75%              N/A          0.33%             N/A        1.08%
  AST Putnam Int'l Equity(4)          N/A         0.89%              N/A          0.27%             N/A        1.16%
  AST Putnam Balanced(5)              N/A         0.75%              N/A          0.24%             N/A        0.99%

The Alger American Fund
  Growth                              N/A         0.75%              N/A          0.04%             N/A        0.79%
  Small Capitalization                N/A         0.85%              N/A          0.03%             N/A        0.88%
  MidCap Growth                       N/A         0.80%              N/A          0.04%             N/A        0.84%

Neuberger & Berman Advisers
   Management Trust
  Partners                            N/A         0.84%              N/A          0.11%             N/A        0.95%

Montgomery Variable Series
  Emerging Markets(6)               0.23%         1.25%            1.22%          1.22%           1.45%        2.47%
</TABLE>

   
(1) These Portfolios were first offered publicly in January 1997. Expenses shown
are based on estimated amounts for the current fiscal year.
(2) Prior to May 1, 1996, the Investment Manager had engaged Scudder,  Stevens &
Clark, Inc. as Sub-advisor for the Portfolio,  for a total Investment Management
fee payable at the annual  rate of 1.00% of the average  daily net assets of the
Portfolio.  As of May 1, 1996, the Investment Manager engaged Rowe Price-Fleming
International,  Inc. as Sub-advisor  for the Portfolio,  for a total  Investment
Management  fee  payable at the  annual  rate of .80% of the  average  daily net
assets of the  Portfolio.  The  Management  Fee in the above chart  reflects the
current Investment Management fee payable to the Investment Manager.
(3)  This  Portfolio  commenced  operation  in May,  1996.  Expenses  shown  are
estimated.
(4) Prior to October 15,  1996,  the  Investment  Manager  had engaged  Seligman
Henderson  Co.  as  Sub-advisor  for  the  Portfolio,  for  a  total  Investment
Management  fee  payable at the annual  rate of 1.0% of the  average  daily nets
assets of the Portfolio.  The Investment  Manager had also voluntarily agreed to
waive a portion of its fee equal to .15% on assets in excess of $75 million.  As
of  October  15,  1996,  the  Investment   Manager  engaged  Putnam   Investment
Management,  Inc.  as  Sub-advisor  for the  Portfolio,  for a total  Investment
Management  fee  payable at the  annual  rate of 1.0% of the  average  daily net
assets  of the  Portfolio  not  in  excess  of $75  million;  plus  .85%  of the
Portfolio's average daily net assets over $75 million. The Management Fee in the
above  chart  reflects  the  current  Investment  Management  fee payable to the
Investment Manager.
(5) Prior to October 15,  1996,  the  Investment  Manager  had  engaged  Phoenix
Investment  Counsel,  Inc.  as  Sub-advisor  for  the  Portfolio,  for  a  total
Investment  Management  fee  payable at the annual  rate of .75% of the  average
daily net assets of the Portfolio not in excess of $75 million; plus .65% of the
Portfolio's average daily net assets in excess of $75 million. As of October 15,
1996,  the Investment  Manager  engaged Putnam  Investment  Management,  Inc. as
Sub-advisor for the Portfolio,  for a total Investment Management fee payable at
the annual rate of .75% of the average  daily net assets of the Portfolio not in
excess of $300 million; plus .70% of the Portfolio's average daily net assets in
excess of $300  million.  The  Management  Fee in the above chart  reflects  the
current Investment Management fee payable to the Investment Manager.
(6) 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  purpose of the above  table is to assist you in  understanding  the various
costs and expenses  that you would bear directly or indirectly as an investor in
the Portfolio(s).
    

The underlying mutual fund portfolio  information was provided by the underlying
mutual funds. The Company has not independently verified such information.
       

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:
                                                                  1 yr.           3 yrs.            5 yrs.          10 yrs.

<S>                                                                  <C>              <C>              <C>              <C>
JanCap Growth 2                                                      35               77               122              245
AST Janus Overseas Growth                                            38               87               138              278
LA Growth and Income 2                                               34               73               115              232
AST Money Market 2                                                   30               62                96              193
Fed Utility Inc 2                                                    33               72               113              226
Fed High Yield 2                                                     34               75               118              238
T. Rowe Price Asset Allocation 2                                     36               80               127              255
T. Rowe Price International Equity 2                                 37               83               132              265
T. Rowe Price Natural Resources 2                                    37               83               132              265
T. Rowe Price International Bond 2                                   36               79               125              252
T. Rowe Price Small Company Value                                    37               83               131              263
Founders Capital Appreciation 2                                      36               79               125              252
Founders Passport                                                    38               85               135              272
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                                              34               74               117              235
RS Value + Growth 2                                                  38               85               134              269
AST Putnam Value Growth & Income                                     35               77               121              243
AST Putnam International Equity                                      36               79               125              252
AST Putnam Balanced                                                  34               74               117              235
Twentieth Century Strategic Balanced                                 36               80               126              254
Twentieth Century International Growth                               38               87               138              278
AA Growth 2                                                          32               68               106              213
AA Small Capitalization 2                                            33               71               111              223
AA MidCap Growth 2                                                   33               70               109              219
NB Partners 2                                                        34               73               114              229
MV Emerging Markets 2                                                39               88               140              282
</TABLE>


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:

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

<S>                                                                  <C>              <C>              <C>              <C>
JanCap Growth 2                                                      37               82               129              259
AST Janus Overseas Growth                                            40               91               145              292
LA Growth and Income 2                                               35               77               122              245
AST Money Market 2                                                   32               67               104              206
Fed Utility Inc 2                                                    35               77               121              243
Fed High Yield 2                                                     36               80               126              253
T. Rowe Price Asset Allocation 2                                     38               85               134              269
T. Rowe Price International Equity 2                                 39               88               139              279
T. Rowe Price Natural Resources 2                                    39               88               139              279
T. Rowe Price International Bond 2                                   37               83               132              265
T.Rowe Price Small Company Value                                     38               87               138              276
Founders Capital Appreciation 2                                      37               83               132              265
Founders Passport                                                    39               89               142              285
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                                              36               79               124              249
RS Value + Growth 2                                                  39               89               141              283
AST Putnam Value Growth & Income                                     36               81               128              256
AST Putnam International Equity                                      37               83               132              265
AST Putnam Balanced                                                  36               79               124              247
Twentieth Century Strategic Balanced                                 37               84               133              266
Twentieth Century International Growth                               40               91               145              292
AA Growth 2                                                          34               73               114              227
AA Small Capitalization 2                                            34               75               118              236
AA MidCap Growth 2                                                   34               74               116              233
NB Partners 2                                                        35               77               121              243
MV Emerging Markets 2                                                40               92               147              294
</TABLE>

   
CONDENSED  FINANCIAL  INFORMATION:  The Unit  Prices  and number of Units in the
Sub-accounts that commenced operations prior to January 1, 1997 are shown below,
as is yield  information on the AST Money Market 2  Sub-account.  All or some of
these Sub-accounts were available during the periods shown as investment options
for other variable annuities we offer pursuant to different prospectuses.

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 that  commenced  operations  prior to  January  1, 1997 and are 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.
    
       

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

                                              LA               AST
                                            Growth           Putnam                               AST               Fed
                          JanCap              and         International       Founders           Money            Utility
                         Growth 2          Income 2         Equity 2         Passport 2        Market 2          Income 2
                          (1993)            (1993)           (1993)            (1995)           (1993)            (1993)
                          ------            ------           ------            ------           ------            ------

No. of Units
<S>                     <C>               <C>              <C>               <C>            <C>                 <C>    
as of 12/31/96          574,520           671,510          408,066           278,460        1,292,931           103,416
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 12/31/96           $16.59            $15.32           $12.27            $11.49           $11.14            $12.81
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>
                                 Sub-Account and the Year Sub-Account Operations Commenced

                                                             T. Rowe           T. Rowe          T. Rowe           T. Rowe
                            Fed               AST             Price             Price            Price             Price
                           High             Putnam            Asset         International      Natural         International
                          Yield 2         Balanced 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 12/31/96          433,739           186,453           82,655           959,467          140,275           213,216
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 12/31/96           $12.75            $13.27           $13.44            $11.82           $14.31            $11.11
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>
                                 Sub-Account and the Year Sub-Account Operations Commenced

                                                              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>              <C>               <C>    
as of 12/31/96          271,845           283,889        1,203,159           424,713          100,758           569,960
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 12/31/96           $16.71            $14.38           $11.60            $10.71           $14.15            $15.57
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>
                                 Sub-Account and the Year Sub-Account Operations Commenced

                            AA                AA                             Robertston       Montgomery
                           Small            MidCap             NB             Stephens         Emerging
                           Cap 2           Growth 2        Partners 2     Value & Growth 2      Markets
                          (1993)            (1993)           (1995)            (1996)           (1996)
                           -----            ------           ------            ------           ------

No. of Units
<S>                     <C>               <C>              <C>               <C>               <C>   
as of 12/31/96          462,016           315,296          425,664           119,830           39,355
as of 12/31/95          321,334           204,227          230,034                 0                0
as of 12/31/94          187,387            61,104                0                 0                0
as of 12/31/93           17,264             3,255                0                 0                0

Unit Price
as of 12/31/96           $14.68            $16.44           $15.52            $10.92           $10.29
as of 12/31/95            14.22             14.82            12.09                 0                0
as of 12/31/94             9.94             10.36                0                 0                0
as of 12/31/93            10.55             10.67                0                 0                0
</TABLE>

   
Information  is  not  shown  above  for  Sub-accounts  that  had  not  commenced
operations prior to January 1, 1997.

The financial  statements of the Class 2  Sub-accounts  being offered to you 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.

  Sub-account                Current Yield                      Effective Yield
  AST Money Market 2             4.04%                              4.12%

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:


<TABLE>
<CAPTION>
                                       Underlying Mutual Fund: American Skandia Trust

<S>               <C>                    <C>                                          <C>  <C>             <C>   
                  Sub-account                                                              Underlying Mutual Fund Portfolio

                  JanCap Growth 2                                                                             JanCap Growth
                  AST Janus Overseas Growth 2                                                     AST Janus Overseas Growth
                  LA Growth and Income 2                                                      Lord Abbett Growth and Income
                  AST Money Market 2                                                                       AST Money Market
                  Fed Utility Inc 2                                                                Federated Utility Income
                  Fed High Yield 2                                                                     Federated High Yield
                  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
                  T. Rowe Price Small Company Value 2                                     T. Rowe Price Small Company Value
                  Founders Capital Appreciation 2                                             Founders Capital Appreciation
                  Founders Passport 2                                                                     Founders Passport
                  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
                  AST Putnam Value Growth & Income 2                                       AST Putnam Value Growth & Income
                  AST Putnam International Equity 2                                         AST Putnam International Equity
                  AST Putnam Balanced 2                                                                 AST Putnam Balanced
                  Twentieth Century Strategic Balanced 2                               Twentieth Century Strategic Balanced
                  Twentieth Century International Growth 2                           Twentieth Century International 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 A. 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  to us at either  P.O.  Box 883,  Attention:  Concierge  Desk,  Shelton,
Connecticut,   06484-0883,   or  to  our   electronic   mail  address  which  is
[email protected].
    

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.
    

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; (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.

         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% and
are subject to change.  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.

   
The  administration  charge  and  maintenance  fee  can be  increased  only  for
Annuities issued subsequent to the effective date of any such change.

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 administration costs.
    

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.

   
         Skandia's  Systematic  Investment Plan ("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  amount 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 a  specified  period  known as a  "free-look"  period.  Depending  on the
applicable legal and regulatory requirements, this period may be within ten days
of receipt,  twenty-one  days of receipt or longer.  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
qualifies 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 or
other electronic means. 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 telephonic or electronic  transfer or any other transaction
for which we accept  instructions  by telephone if we or such other person acted
on such transfer instructions in good faith in reliance on your authorization of
telephone and/or electronic  transfers 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  "Skandia's  Systematic
Investment  Plan"), 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 written allocation  instructions.  Should no
written  instructions be received with an additional  Purchase Payment, we shall
return your additional Purchase Payment.
    

         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:  As of the  date  of  this  Prospectus,  during  the
accumulation phase, you may maintain Account Value in multiple Sub-accounts.  As
of the date of this Prospectus,  we limited the number of Sub-accounts available
at any one time to ten.  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. Upon termination of any of the above
arrangements,  you must provide us with  allocation  instructions In Writing for
all subsequent Purchase Payments.

         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 any  rebalancing,
market  timing,  asset  allocation or similar  program which you authorize to be
employed on your behalf. Transfers transacted as part of a dollar cost averaging
program are not counted in determining  the  applicability  of the transfer fee.
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 or through
means such as electronic mail with appropriate authorization.
    

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 not
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,  (including  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.  Distributions  from your  Annuity of any amounts
derived from Purchase  Payments paid by personal check may be delayed until such
time as the check has cleared the applicable  financial  institution  upon which
such check was drawn.
    

                  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.

   
If your Annuity is used as a funding vehicle for certain  retirement  plans that
receive  special tax treatment  under  Sections 401, 408, or 403(b) of the Code,
Section  72(t) of the Code may  provide an  exception  to the 10% penalty tax on
distributions made prior to age 59 1/2 if you elect to receive  distributions as
a series of "substantially equal periodic payments". To receive distributions in
the form of  "substantially  equal  periodic  payments" in  accordance  with the
exception  to the 10% penalty tax found in Section  72(t) of the Code,  you must
provide us with certain required  information In Writing on a form acceptable to
us.
    

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:  Minimum  Distributions are a specific
type of Systematic Withdrawal program.  Minimum Distributions are subject to all
the rules applicable to Systematic  Withdrawals unless we specifically  indicate
that one or more of such rules do not apply.  In addition,  certain  rules apply
only to 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. Requests to
calculate a Minimum Distribution amount must be made three (3) days prior to the
date  that  your  Minimum   Distribution  payment  is  processed  to  allow  for
calculation  and  processing of the required  amount.  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 concurrently available with any other programs of Systematic Withdrawals. We
pay Minimum Distributions annually. Minimum Distributions will be taken from the
investment options you select. The $100 minimum for Systematic  Withdrawals does
not apply to Minimum Distributions.
    

                  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 are designed to 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  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,  using voice or data transmission 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 as soon as  possible  and no later  than the date
below to assure proper accounting to your Annuity. For transactions for which we
immediately send  confirmations,  we assume all transactions are accurate unless
you  notify  us  otherwise  within  10  days  from  the  date  you  receive  the
confirmation.  For  transactions  that  are  only  confirmed  on  the  quarterly
statement,  we assume all  transactions are accurate unless you notify us within
10 days from the date you  receive the  quarterly  statement.  All  transactions
confirmed  immediately or by quarterly statement are deemed conclusive after the
applicable 10 day period.  We may also send 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  (ASLAC) is a stock
insurance company domiciled in Connecticut with licenses in all 50 states. It is
a wholly-owned  subsidiary of American Skandia  Investment  Holding  Corporation
(ASIHC),  whose  ultimate  parent is Skandia  Insurance  Company Ltd., a Swedish
company.  The Company  markets  its  products to  broker-dealers  and  financial
planners  through an internal field marketing  staff.  In addition,  the Company
markets  through and in conjunction  with financial  institutions  such as banks
that are permitted directly, or through affiliates, to sell annuities.

The Company is in the  business  of issuing  annuity  policies,  and has been so
since its business inception in 1988. The Company currently offers the following
annuity  products:  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.

SALE OF THE ANNUITIES: American Skandia Marketing, Incorporated ("ASM, Inc."), 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 Investment
Company Act of 1940.

From time to time, we may promote 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  programs of non-cash
rewards to registered  representatives of participating  broker-dealers.  We may
withdraw or alter such promotions 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 invest 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 as an agent or
nominal owner for a natural person who is the beneficial owner.  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:  Generally,  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
policyholder  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.

   
Amounts  received  under a contract on its complete  surrender,  redemption,  or
maturity are  includible in gross income to the extent that they exceed the cost
of the contract,  i.e.,  they exceed the total  premiums or other  consideration
paid for the contract  minus amounts  received  under the contract that were not
reportable as gross income.

                  Loans,  Assignments and Pledges:  Any amount received directly
or indirectly as a loan from, or any  assignment or pledge of any portion of the
value of an  annuity  before  annuity  payments  have  begun  are  treated  as a
distribution  subject to taxation under the distribution  rules set forth above.
Any gain in an  annuity  subsequent  to the  assignment  or  pledge of an entire
annuity while such  assignment or pledge remains in effect is treated as "income
on the contract" in the year in which it is earned. For annuities not issued for
use as  qualified  plans  (see  "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.
    

                  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 income
tax purposes as a distribution.

   
                  Penalty on Distributions:  Subject to certain exceptions,  any
distribution  from an annuity not used in conjunction  with  qualified  plans 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 received
as an annuity on or after the  annuity  start  date 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.
    
                  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.

   
                  Estate  and  Gift  Tax   Considerations:   You  should  obtain
competent  tax  advice  with  respect  to  possible  federal  and state gift tax
consequences flowing from the ownership and transfer of annuities.
    

                  Generation-Skipping  Transfers:  Under the Code certain  taxes
may be due when all or part of an annuity is  transferred  to or a death benefit
is paid to an  individual  two or more  generations  younger  than the  contract
holder.  These 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  savings  incentive  match plans for employees
using the employees' IRAs. These arrangements are known as Simple-IRAs. Employer
contributions  that may be made to Simple-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 Pension 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;  (g) make changes  required by any change
in other  Federal or state laws  relating  to  retirement  annuities  or annuity
contracts;  and (h) discontinue  offering any variable  investment option at any
time.
    

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




                                   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.

   
AST Janus Overseas Growth Portfolio:  The investment  objective of the AST Janus
Overseas Growth Portfolio is to seek long-term growth of capital.  The Portfolio
pursues its objective  primarily through investments in common stocks of issuers
located outside the United States.  The Portfolio  normally invests at least 65%
of its total  assets in  securities  of  issuers  from at least  five  different
countries,  excluding the United States; however, it may at times invest in U.S.
issuers  and it may at  times  invest  all of its  assets  in  fewer  than  five
countries or even a single country.  The Portfolio  invests  primarily in common
stocks of foreign issuers selected for their growth potential. The Portfolio may
invest to a lesser  degree in other  types of  securities,  including  preferred
stocks, warrants,  convertible securities and debt securities. The Portfolio may
also invest in short-term debt securities,  including money market funds managed
by the Sub-advisor, as a means of receiving a return on idle cash.

When the  Sub-advisor  believes  that market  conditions  are not  favorable for
profitable  investing  or when the  Sub-advisor  is  otherwise  unable to locate
favorable investment opportunities, the Portfolio's investments may be hedged to
a greater degree and/or its cash or similar investments may increase; therefore,
it does not always stay fully  invested in stocks and bonds.  The  Portfolio may
invest in "special  situations"  from time to time. A special  situation  arises
when, in the opinion of the Sub-advisor,  the securities of a particular  issuer
will be recognized  and appreciate in value due to a specific  development  with
respect to that issuer. Investment in special situations may carry an additional
risk of loss in the event  that the  anticipated  development  does not occur or
does not attract the expected attention.

The  Sub-advisor  generally  takes  a  "bottom  up"  approach  to  building  the
Portfolio.  In  other  words,  the  Sub-advisor  seeks  to  identify  individual
companies  with  earnings  growth  potential  that may not be  recognized by the
market at large  regardless  of country of  organization  or place of  principal
business activity.

The Portfolio may use options, futures and other types of derivatives as well as
forward  foreign  currency  contracts  for  hedging  purposes  or as a means  of
enhancing  return.  The  Portfolio  intends to use most  derivative  instruments
primarily  to  hedge  the  value  of its  portfolio  against  potential  adverse
movements in securities  prices,  foreign  currency  markets or interest  rates.
Although the Sub-advisor believes the use of derivative instruments will benefit
the Portfolio,  the Portfolio's performance could be worse than if the Portfolio
had not used such instruments if the Sub-advisor's judgment proves incorrect.

The  Portfolio  may invest up to 15% of its net assets in illiquid  investments,
including restricted  securities or private placements that are not deemed to be
liquid by the Sub-advisor.  The Portfolio may invest up to 35% of its net assets
in corporate debt securities that are rated below investment  grade  (securities
rated BB or lower by Standard & Poor's Ratings Services ("Standard & Poor's") or
Ba or lower by Moody's Investors Services,  Inc. ("Moody's")  (commonly referred
to as "junk  bonds")).  The Portfolio may also invest in unrated debt securities
of foreign and domestic  issuers.  The Portfolio  generally  intends to purchase
securities for long-term investment rather than short-term gains.
    

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.
       

   
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. 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  (BBB or lower) fixed rate corporate debt
obligations.  Investments  of this type are subject to a greater risk of loss of
principal  and interest  than  investments  in higher rated  securities  and are
generally  considered to be high risk. The fixed rate corporate debt obligations
in which the  Portfolio  intends to invest 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 are  regarded as
predominantly 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 or securities
that may be in default.  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.
    

AST Money Market  Portfolio:  The  investment  objective of the AST Money Market
Portfolio are to maximize  current income and maintain high levels of liquidity.
The  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.
       

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.
       

   
T. Rowe Price International Equity Portfolio: The investment objective of the T.
Rowe  Price  International  Equity  Portfolio  is to seek a 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.  The Portfolio may also
invest  in a  variety  of other  equity-related  securities,  such as  preferred
stocks,  warrants,  and  convertible  securities,   as  well  as  corporate  and
governmental  debt securities,  when considered  consistent with the Portfolio's
investment objective and program.
    

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 investment  objective of the T.
Rowe Price  International  Bond  Portfolio is 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.  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  will  invest at least 65% of its  assets  in  high-quality,  non
dollar-denominated government and corporate bonds outside the United States. The
Portfolio  may also  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.

   
T. Rowe Price Small Company Value Portfolio:  The investment objective of the T.
Rowe  Price  Small  Company  Value  Portfolio  is to provide  long-term  capital
appreciation by investing primarily in  small-capitalization  stocks that appear
to be undervalued.  Reflecting a value approach to investing, the Portfolio will
seek the  stocks of  companies  whose  current  stock  prices  do not  appear to
adequately reflect their underlying value as measured by assets,  earnings, cash
flow,  or business  franchises.  The  Portfolio  will invest at least 65% of its
total assets in  companies  with a market  capitalization  of $1 billion or less
that  appear  undervalued  by  various  measures,   such  as  price/earnings  or
price/book  value ratios.  Although the Portfolio will invest  primarily in U.S.
common  stocks,  it may also purchase  other types of  securities,  for example,
foreign  securities,  convertible stocks and bonds, and warrants when considered
consistent  with  the  Portfolio's  investment  objective  and  policies.  Small
companies--those with a capitalization (market value) of $1 billion or less--may
offer greater potential for capital appreciation since they are often overlooked
or undervalued by investors. Investing in small companies involves greater risk,
as  well as  greater  opportunity,  than is  customarily  associated  with  more
established companies.

The Portfolio may invest in debt or preferred equity securities convertible into
or exchangeable for equity securities. The Portfolio may invest up to 20% of its
total  assets  (excluding   reserves)  in  foreign  securities.   These  include
nondollar-denominated    securities    traded    outside   of   the   U.S.   and
dollar-denominated  securities of foreign  issuers  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 may invest in debt
securities of any type without  regard to quality or rating.  The Portfolio will
not purchase a  noninvestment-grade  debt security (or junk bond) if immediately
after such  purchase the  Portfolio  would have more than 5% of its total assets
invested in such securities.

The  Portfolio  may invest up to 10% of its total assets in hybrid  instruments.
Hybrids  can have  volatile  prices and limited  liquidity  and their use by the
Portfolio  may not be  successful.  These  instruments  (a  type of  potentially
high-risk  derivative) can combine the  characteristics of securities,  futures,
and  options.  The  Portfolio  may acquire  illiquid  securities;  however,  the
Portfolio  will  not  invest  more  than  15%  of its  net  assets  in  illiquid
securities,  and not more than 10% of its total assets in restricted  securities
(other than Rule 144A securities).  The Portfolio will hold a certain portion of
its assets in U.S.  and  foreign  dollar-denominated  money  market  securities,
including repurchase agreements, in the two highest rating categories,  maturing
in one year or less.

The Portfolio may enter into futures contracts (or options thereon) to hedge all
or a portion of its portfolio  against changes in prevailing  levels of interest
rates or currency  exchange  rates,  or as an efficient  means of adjusting  its
exposure to the bond, stock, and currency markets.  The Portfolio may also write
call and put options and purchase put and call options on securities,  financial
indices,  and  currencies.   The  aggregate  market  value  of  the  Portfolio's
securities or currencies covering call or put options will not exceed 25% of the
Portfolio's net assets.

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. The Portfolio may engage
in short-term trading and therefore normally will have annual portfolio turnover
rates which are considered to be high.  Investment in such companies may involve
greater risk than is associated with more established  companies.  The Portfolio
may invest in convertible securities,  preferred stocks, bonds, debentures,  and
other corporate  obligations,  when these  investments  offer  opportunities for
capital appreciation.

Founders Passport Portfolio:  The investment  objective of the Founders Passport
Portfolio  is to seek  capital  appreciation.  To  achieve  its  objective,  the
Portfolio invests primarily in securities issued by foreign companies which have
market  capitalizations  or  annual  revenues  of  $1  billion  or  less.  These
securities may represent  companies in both  established and emerging  economies
throughout the world. At least 65% of the Portfolio's total assets will normally
be invested in foreign securities representing a minimum of three countries. The
Portfolio may invest in larger foreign companies or in U.S.-based  companies if,
in the  Sub-advisor's  opinion,  they  represent  better  prospects  for capital
appreciation. The Portfolio normally will invest a significant proportion of its
assets in the  securities  of small  and  medium-sized  companies.  As used with
respect to this Portfolio,  small and medium-sized companies are those which are
still in the  developing  stages of their  life  cycles  and are  attempting  to
achieve  rapid  growth in both  sales  and  earnings.  Investments  in small and
medium-sized  companies involve greater risk than is customarily associated with
more established companies.

The Portfolio may invest in convertible  securities,  preferred  stocks,  bonds,
debentures,  and other corporate  obligations when the Sub-advisor believes that
these investments offer opportunities for capital  appreciation.  Current income
will not be a  substantial  factor in the  selection  of these  securities.  The
Portfolio  will only  invest in bonds,  debentures,  and  corporate  obligations
(other than  convertible  securities and preferred stock) rated investment grade
(BBB or higher) at the time of purchase.  Bonds in the lowest  investment  grade
category  (BBB) have  speculative  characteristics.  Convertible  securities and
preferred  stocks  purchased by the  Portfolio  may be rated in medium and lower
categories  by Moody's  or S&P (Ba or lower by Moody's  and BB or lower by S&P),
but will not be rated  lower than B. The  Portfolio  may also  invest in unrated
convertible   securities  and  preferred   stocks  in  instances  in  which  the
Sub-advisor  believes  that  the  financial  condition  of  the  issuer  or  the
protection  afforded  by the  terms  of the  securities  limits  risk to a level
similar to that of securities  eligible for purchase by the  Portfolio  rated in
categories no lower than B. The  Portfolio may invest  without limit in American
Depository Receipts and may invest in foreign securities. Foreign investments of
the Portfolio may include  securities  issued by companies  located in countries
not considered to be major industrialized  nations, which involve certain risks.
The Portfolio may use futures  contracts and options for hedging  purposes.  The
Portfolio  may engage in  short-term  trading and  therefore  normally will have
annual portfolio turnover rates which are considered to be high.

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 at least 65% 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. 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 higher than that of
other  investment  companies  seeking  current  income with capital  growth as a
secondary consideration.

PIMCO Total Return Bond Portfolio:  The investment  objective of the PIMCO Total
Return Bond  Portfolio  is to seek to maximize  total  return,  consistent  with
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 10% of its  assets  in  fixed  income
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. 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,  such as Taiwan,  South  Korea and
Mexico).  Investing in the securities of issuers in any foreign country involves
special risks. The Portfolio will limit its investments in newly  industrialized
countries to 10% of its assets.

PIMCO Limited  Maturity Bond  Portfolio:  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;  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, such as Taiwan, South Korea
and  Mexico).  Investing  in the  securities  of issuers in any foreign  country
involves  special  risks.  The  Portfolio  will limit its  investments  in newly
industrialized countries to 5% of its assets.
    

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.
   
AST Putnam Value Growth & Income Portfolio:  The primary investment objective of
the AST  Putnam  Value  Growth & Income  Portfolio  is to seek  capital  growth.
Current  income is a  secondary  investment  objective.  The  Portfolio  invests
primarily in common  stocks that offer  potential for capital  growth,  and may,
consistent with its investment objectives, invest in stocks that offer potential
for current income.  The Portfolio may also purchase  corporate bonds, notes and
debentures,  preferred stocks,  or convertible  securities (both debt securities
and  preferred  stocks)  or  U.S.  government  securities,  if  the  Sub-advisor
determines  that their  purchase would help further the  Portfolio's  investment
objectives.  The  Portfolio  may  invest up to 20% of its  assets in  securities
traded in foreign  markets.  The Portfolio may also purchase ADRs and Eurodollar
certificates  of deposit,  without  regard to the 20% limit.  The  Portfolio may
invest in  securities  principally  traded in, or issued by issuers  located in,
underdeveloped  and  developing  nations,  which are  sometimes  referred  to as
"emerging  markets." The Portfolio may buy or sell foreign  currencies,  foreign
currency futures  contracts and foreign  currency forward  contracts for hedging
purposes in connection with its foreign investments.

The  Portfolio  may invest a portion of its assets in  fixed-income  securities,
including lower-rated fixed-income securities, which are commonly known as "junk
bonds," without limitation as to credit rating. The Portfolio may invest in zero
coupon bonds and  payment-in-kind  bonds.  The  Portfolio may buy and sell stock
index futures contracts.  The Portfolio may buy and sell call and put options on
index  futures  or on stock  indices  in  addition  to or as an  alternative  to
purchasing or selling  index  futures or, to the extent  permitted by applicable
law, to earn additional  income.  The Portfolio may seek to increase its current
return by writing covered call and put options on securities it owns or in which
it may  invest.  The  Portfolio  may also buy and sell put and call  options for
hedging purposes.  The aggregate value of the securities  underlying the options
may not exceed 25% of Portfolio assets.  The Portfolio may enter into repurchase
agreements. The Portfolio may purchase securities for future delivery, which may
increase  its overall  investment  exposure  and  involves a risk of loss if the
value of the securities declines prior to the settlement date.

AST Putnam International  Equity Portfolio:  The investment objective of the AST
Putnam  International  Equity  Portfolio  is to seek capital  appreciation.  The
Portfolio  seeks its  objective by investing  primarily in equity  securities of
companies  located in a country other than the United  States.  The  Portfolio's
investments will normally include common stocks,  preferred  stocks,  securities
convertible into common or preferred stocks,  and warrants to purchase common or
preferred  stocks.  The  Portfolio  may also  invest to a lesser  extent in debt
securities and other types of investments if the Sub-advisor believes purchasing
them would help achieve the Portfolio's  objective.  The Portfolio  will,  under
normal circumstances, invest at least 65% of its total assets in issuers located
in at least three different countries other than the United States.

The Portfolio may invest in securities of issuers in emerging  markets,  as well
as more developed markets. Investing in emerging markets generally involves more
risks then in  investing  in  developed  markets.  The  Portfolio  may invest in
companies,  large or small,  whose  earnings  are believed to be in a relatively
strong growth trend, or in companies in which significant  further growth is not
anticipated  but whose  market  value per share is  thought  to be  undervalued.
Smaller companies may present greater  opportunities  for capital  appreciation,
but may also involve  greater  risks.  The  Portfolio may engage in a variety of
transactions  involving the use of options and futures  contracts and in foreign
currency exchange  transactions for purposes of increasing its investment return
or hedging  against market  changes.  Options and futures  transactions  involve
certain  special risks.  The Portfolio may engage in foreign  currency  exchange
transactions  to protect  against  uncertainty  in the level of future  exchange
rates. The Sub-advisor may engage in foreign currency  exchange  transactions in
connection  with the purchase and sale of  portfolio  securities  and to protect
against changes in the value of specific portfolio positions.

AST  Putnam  Balanced  Portfolio:  The  investment  objective  of the AST Putnam
Balanced  Portfolio  is  to  provide  a  balanced   investment   composed  of  a
well-diversified  portfolio  of stocks and bonds which will produce both capital
growth and current income. In seeking its objective, the Portfolio may invest in
almost any type of security or negotiable  instrument,  including  cash or money
market  instruments.  The  Portfolio's  portfolio  will include some  securities
selected  primarily  to provide  for capital  protection,  others  selected  for
dependable  income  and still  others for  growth in value.  The  portion of the
Portfolio's  assets  invested in equity  securities and fixed income  securities
will vary from time to time in light of the  Portfolio's  investment  objective,
changes in interest rates and economic and other factors.  However, under normal
market  conditions,  it is expected that at least 25% of the  Portfolio's  total
assets will be  invested  in fixed  income  securities,  which for this  purpose
includes  debt  securities,  preferred  stocks and that  portion of the value of
convertible securities attributable to the fixed income characteristics of those
securities.  The  Portfolio  may  invest  up to  20%  of its  assets  in  equity
securities  principally  traded in foreign markets or in fixed income securities
denominated  in foreign  currencies.  The  Portfolio  may also purchase ADRs and
Eurodollar  certificates  of  deposit  without  regard  to the  20%  limit.  The
Portfolio may invest in securities  principally  traded in, or issued by issuers
located in, underdeveloped and developing nations,  which are sometimes referred
to as "emerging markets" which may entail special risks.

The Portfolio may buy or sell foreign  currencies and foreign  currency  forward
contracts for hedging purposes in connection with its foreign  investments.  The
Portfolio  may  invest  in  both   higher-rated  and  lower-rated   fixed-income
securities.  The Portfolio  will not invest in  securities  rated at the time of
purchase  lower  than B by Moody's or S&P,  or in unrated  securities  which the
Sub-advisor  determines  are  of  comparable  quality.  Securities  rated  B are
predominantly  speculative and have large  uncertainties or major risk exposures
to adverse  conditions.  The Portfolio may invest in so-called zero coupon bonds
whose values are subject to greater fluctuation in response to changes in market
interest rates than bonds that pay interest currently. The Portfolio may buy and
sell futures contracts. The Portfolio may seek to increase its current return by
writing  covered call and put options on  securities  it owns or in which it may
invest.

Twentieth Century Strategic Balanced Portfolio:  The investment objective of the
Twentieth  Century  Strategic  Balanced  Portfolio is to seek capital growth and
current income. It is the Sub-advisor's  intention to maintain approximately 60%
of  the  Portfolio's  assets  in  common  stocks  that  are  considered  by  the
Sub-advisor  to have  better-than-average  prospects  for  appreciation  and the
remainder in bonds and other fixed income securities. With the equity portion of
the Portfolio,  the Sub-advisor seeks capital growth by investing in securities,
primarily common stocks,  that meet certain  fundamental and technical standards
of selection (relating primarily to earnings and revenue acceleration) and have,
in  the  opinion  of  the   Sub-advisor,   better-than-average   potential   for
appreciation.  So long as a sufficient  number of such securities are available,
the  Sub-advisor  intends to keep the  equity  portion  of the  Portfolio  fully
invested  in  these  securities  regardless  of the  movement  of  stock  prices
generally.  The Portfolio may purchase  securities only of companies that have a
record of at least three years continuous operation.

The Sub-advisor intends to maintain  approximately 40% of the Portfolio's assets
in fixed  income  securities,  approximately  80% of which will be  invested  in
domestic fixed income securities and approximately 20% of which will be invested
in foreign fixed income securities.  This percentage will fluctuate from time to
time.  The fixed income  portion of the  Portfolio  will  include U.S.  Treasury
securities,  securities issued or guaranteed by the U.S. government or a foreign
government, or an agency or instrumentality of the U.S. or a foreign government,
and non-convertible debt obligations issued by U.S. or foreign corporations. The
Portfolio may also invest in mortgage-related and other asset-backed securities.
Debt  securities that comprise part of the  Portfolio's  fixed income  portfolio
will  primarily  be limited to  "investment  grade"  obligations.  However,  the
Portfolio  may  invest up to 10% of its  fixed  income  assets  in "high  yield"
securities.  Under normal market  conditions,  the  maturities  of  fixed-income
securities in which the Portfolio invests will range from 2 to 30 years.

The  Portfolio  may invest up to 25% of its total  assets in the  securities  of
foreign  issuers,  including debt  securities of foreign  governments  and their
agencies  primarily  from  developed  markets,  when these  securities  meet its
standards of selection. Some of the foreign securities held by the Portfolio may
be denominated in foreign  currencies.  To protect against adverse  movements in
exchange rates between currencies, the Portfolio may, for hedging purposes only,
enter into  forward  currency  exchange  contracts  and buy put and call options
relating to currency futures contracts.

The Portfolio may purchase  mortgage-related and other asset-backed  securities.
The  Portfolio  may also  invest in  collateralized  mortgage  obligations.  The
Portfolio may invest in repurchase  agreements when such transactions present an
attractive  short-term  return on cash that is not  otherwise  committed  to the
purchase of securities pursuant to the investment policies of the Portfolio.  To
the extent  permitted by its investment  objectives and policies,  the Portfolio
may  invest  in  securities  that  are  commonly  referred  to  as  "derivative"
securities.  Some "derivatives" such as mortgage-related  and other asset-backed
securities are in many respects like any other investment,  although they may be
more  volatile  or less  liquid  than  more  traditional  debt  securities.  The
Portfolio may not invest in a derivative  security unless the reference index or
the instrument to which it relates is an eligible  investment for the Portfolio.
There are a range of risks associated with derivative investments. The Portfolio
may,  from  time to time,  purchase  Rule  144A  securities  when  they  present
attractive investment opportunities that otherwise meet the Portfolio's criteria
for selection.  The portfolio turnover of the Portfolio may be higher than other
mutual funds with similar investment objectives.

Twentieth Century  International  Growth Portfolio:  The investment objective of
the Twentieth Century  International Growth Portfolio is to seek capital growth.
The  Portfolio  will seek to  achieve  its  investment  objective  by  investing
primarily in securities  of foreign  issuers that meet certain  fundamental  and
technical standards of selection (relating primarily to acceleration of earnings
and  revenues)  and have,  in the  opinion  of the  Sub-advisor,  potential  for
appreciation.  The  Portfolio  will  invest  primarily  in issuers in  developed
markets.  The Portfolio will invest primarily in equity  securities  (defined to
include equity equivalents) of such issuers.  The Portfolio will attempt to stay
fully  invested in such  securities,  regardless of the movement of stock prices
generally. The Portfolio may also invest in other types of securities consistent
with the  accomplishment  of the  Portfolio's  objectives.  When the Sub-advisor
believes that the total return potential of other  securities  equals or exceeds
the potential return of equity securities, the Portfolio may invest up to 35% in
such other  securities.  The other  securities  the  Portfolio may invest in are
bonds,  notes and debt  securities of companies and  obligations  of domestic or
foreign  governments and their agencies.  The Portfolio will limit its purchases
of debt securities to investment grade obligations.

The Portfolio may also invest in other equity securities and equity equivalents.
Examples of other equity securities and equity  equivalents are preferred stock,
convertible preferred stock and convertible debt securities.  Equity equivalents
may also include  securities  whose value or return is derived from the value or
return of a different  security.  Under normal  conditions,  the Portfolio  will
invest at least 65% of its assets in equity and equity equivalent  securities of
issuers  from at least  three  countries  outside  of the United  States.  While
securities of U.S.  issuers may be included in the Portfolio  from time to time,
it is the primary intent of the  Sub-advisor to diversify  investments  across a
broad range of foreign issuers.

In order to  achieve  maximum  investment  flexibility,  the  Portfolio  has not
established   geographic   limits   on   asset   distribution,   on   either   a
country-by-country or region-by-region  basis. The Sub-advisor expects to invest
both in issuers in developed  markets (such as Germany,  the United  Kingdom and
Japan)  and  in  issuers  in  emerging  market  countries.  Subject  to  certain
restrictions  contained in the Investment  Company Act, the Portfolio may invest
up to 10%  of  its  assets  in  certain  foreign  countries  indirectly  through
investment  funds and registered  investment  companies  authorized to invest in
those  countries.  Some  of  the  securities  held  by  the  Portfolio  will  be
denominated  in foreign  currencies.  To protect  against  adverse  movements in
exchange rates between currencies, the Portfolio may, for hedging purposes only,
enter into forward currency exchange contracts.

Notwithstanding the Portfolio's  investment  objective of capital growth,  under
exceptional market or economic conditions,  the Portfolio may temporarily invest
all  or a  substantial  portion  of  its  assets  in  cash  or  investment-grade
short-term securities  (denominated in U.S. dollars or foreign currencies).  The
Portfolio may invest in repurchase  agreements when such transactions present an
attractive  short-term  return on cash that is not  otherwise  committed  to the
purchase of securities pursuant to the investment policies of the Portfolio. The
Portfolio  will not invest more than 15% of its assets in repurchase  agreements
maturing in more than seven days. The Portfolio may, from time to time, purchase
Rule 144A securities when they present attractive investment  opportunities that
otherwise meet the Portfolio's criteria for selection.

The  portfolio  turnover  may be higher  than other  mutual  funds with  similar
investment  objectives.  Investments in the Portfolio should not be considered a
complete  investment  program and may not be appropriate  for an individual with
limited  investment  resources or who is unable to tolerate  fluctuations in the
value of the investment.
    
                             The Alger American Fund

   
Alger American Growth Portfolio:  The investment objective of the Alger American
Growth Portfolio is long-term capital appreciation. Income is a consideration in
the  selection  of  investments  but  is  not  an  investment  objective  of the
portfolio.  It seeks to achieve its objective by investing in equity securities,
such as common or  preferred  stocks  that are listed on a  national  securities
exchange, or securities  convertible into or exchangeable for equity securities,
including  warrants and rights,  often selected by the investment manager on the
basis of original  research  produced by its research  analysts.  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,
have total market capitalization of $1 billion or greater.

Alger American Small Capitalization  Portfolio:  The investment objective of the
Alger American Small Capitalization 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 within the Russell 2000 Growth Index or the S&P SmallCap 600
Index, updated quarterly. Both indexes are broad indexes of small capitalization
stocks.  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 this combined range, 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.  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  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 Advisers  Managers
Trust in which the portfolio invests.  Therefore,  the following  information is
presented  in terms of the  applicable  series of  Neuberger  & Berman  Advisers
Management Trust).

AMT Partners Portfolio:  The investment  objective of the AMT Partners Portfolio
is to seek capital growth. This investment objective is non-fundamental.
    

AMT Partners  Portfolio  invests  primarily in common  stocks of medium to large
capitalization   established  companies,  using  the  value-oriented  investment
approach. The Portfolio 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
including  a  low  price-to-earnings  ratios,  consistent  cash  flow,  and  the
company's track record through all parts of the market cycle.

   
AMT Partners  Portfolio may invest up to 15% of its net assets,  measured at the
time of investment, 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 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  emerging  markets
companies.   Under  normal  conditions,  the  Emerging  Markets  Fund  maintains
investments in at least six emerging  market  countries at all times and invests
no more than 35% of its total assets in any one  emerging  market  country.  The
Manager currently  regards the following to be emerging market countries:  Latin
American (Argentina, Brazil, Chile, Colombia, Costa Rica, Jamaica, Mexico, Peru,
Trinidad  and Tobago,  Uruguay,  Venezuela);  Asia  (Bangladesh,  China,  India,
Indonesia,  Korea, Malaysia,  Pakistan, the Philippines,  Singapore,  Sri Lanka,
Taiwan, Thailand, Vietnam); southern and eastern Europe (Czech Republic, Greece,
Hungary,  Poland, Portugal,  Russia, Turkey); the Middle East (Israel,  Jordan);
and Africa (Egypt,  Ghana, Ivory Coast, Kenya, Morocco,  Nigeria,  South Africa,
Tunisia,  Zimbabwe). In the future, the Fund may invest in other emerging market
countries.

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,  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.  The Fund's aims are to invest in those  countries  that are  expected to
have the highest risk/reward  trade-off when incorporated into a total portfolio
context.   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 derivative 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.

   
This Fund may invest in certain debt  securities  issued by the  governments  of
emerging  market  countries  that are, or may be eligible for,  conversion  into
investments  in  emerging  market  companies  under  debt  conversion   programs
sponsored by such  governments.  If such  securities  are  convertible to equity
investments, the Fund deems them to be equity derivative securities.
    





<PAGE>









                  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

   
                              For Written Requests:
    

                                  P.O. Box 883
                           Shelton, Connecticut 06484

   
                            For Electronic Requests:

                           [email protected]

                             For Requests by Phone:

                                1-(800)-752-6342
    


================================================================================
PLEASE SEND ME A STATEMENT  OF  ADDITIONAL  INFORMATION  THAT  CONTAINS  FURTHER
DETAILS  ABOUT  THE  AMERICAN  SKANDIA  ANNUITY  DESCRIBED  IN  THE  PROSPECTUS.
WFEE-PROS (5/97)
================================================================================
================================================================================




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



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



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                              (city/state/zip code)

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



<PAGE>



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

                   AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
                                       at

                                  P.O. Box 883
                           Shelton, Connecticut 06484

                                       or

   
                           [email protected]
    

Issued by:                                                          Serviced 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
   
http://www.AmericanSkandia.com                    http://www.AmericanSkandia.com
    

                                 Distributed by:

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






                       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.   OUR  ELECTRONIC  MAIL  ADDRESS  IS
[email protected].



                         Date of Prospectus: May 1, 1997
            Date of Statement of Additional Information: May 1, 1997
    


<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                                                                                                 7
Independent Auditors                                                                                                      7
Legal Experts                                                                                                             7
Financial Statements -                                                                                                    7
</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 ("ASM, Inc.")
serves as principal  underwriter  for the Annuities.  We, ASM, Inc. and American
Skandia Investment Services,  Incorporated ("ASISI"),  the investment manager of
the American Skandia Trust,  are  wholly-owned  subsidiaries of American Skandia
Investment  Holding  Corporation.  Most of the Class 1 Sub-accounts  of Separate
Account B invest in portfolios offered by American Skandia Trust.
    

AC-SAI (05/97)


<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.

         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, 1996

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, 1996. 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                             24.87%            17.08%            N/A              N/A               16.20%
AST Janus Overseas Growth 2                  N/A               N/A              N/A              N/A               -1.65%
LA Growth and Income 2                      15.41%            14.03%            N/A              N/A               13.02%
Fed Utility Income 2                         8.62%             7.51%            N/A              N/A                8.11%
Fed High Yield 2                            10.61%             7.71%            N/A              N/A                7.74%
T. Rowe Price Asset Allocation 2            10.18%             9.62%            N/A              N/A                9.66%
T. Rowe Price International Equity 2        11.17%             5.02%            N/A              N/A                5.05%
T. Rowe Price Natural Resources 2           27.17%             N/A              N/A              N/A               22.57%
T. Rowe Price International Bond 2(1)        3.26%             N/A              N/A              N/A                3.26%
T. Rowe Price Small Company Value 2          N/A               N/A              N/A              N/A               -1.65%
Founders Capital Appreciation 2             16.85%            17.86%            N/A              N/A               17.94%
Founders Passport 2(2)                       9.96%            N/A               N/A              N/A                7.49%
INVESCO Equity Income 2                     13.99%            12.12%            N/A              N/A               12.18%
PIMCO Total Return Bond 2                    0.79%             4.38%            N/A              N/A                4.40%
PIMCO Limited Maturity Bond 2                1.25%            N/A               N/A              N/A                3.09%
Berger Capital Growth 2                     13.26%            N/A               N/A              N/A               16.04%
RS Value + Growth 2                          N/A              N/A               N/A              N/A                7.44%
AST Putnam Value Growth & Income 2           N/A              N/A               N/A              N/A               -1.65%
AST Putnam International Equity 2(3)         6.80%            5.53%            7.48%             N/A                9.38%
AST Putnam Balanced 2(4)                     8.33%            9.02%             N/A              N/A                8.74%
Twentieth Century Strategic Balanced 2      N/A               N/A               N/A              N/A               -1.65%
Twentieth Century International Growth 2    N/A               N/A               N/A              N/A               -1.65%
AA Growth 2                                 10.38%            14.18%            14.92%           N/A               17.17%
AA Small Capitalization 2                   1.52%             10.92%            9.39%            N/A               18.63%
AA MidCap Growth 2                          8.98%             14.74%            N/A              N/A               22.10%
NB Partners 2                               26.04%            N/A               N/A              N/A               19.67%
MV Emerging Markets 2                       N/A               N/A               N/A              N/A                4.18%
    
</TABLE>




<PAGE>


<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                             25.06%            17.26%            N/A              N/A               16.41%
AST Janus Overseas Growth 2                 N/A               N/A               N/A              N/A               -1.50%
LA Growth and Income 2                      15.58%            14.20%            N/A              N/A               13.20%
Fed Utility Income 2                         8.78%             7.67%            N/A              N/A                8.28%
Fed High Yield 2                            10.77%             7.87%            N/A              N/A                7.90%
T. Rowe Price Asset Allocation 2            10.34%             9.78%            N/A              N/A                9.82%
T. Rowe Price International Equity 2        11.33%             5.18%            N/A              N/A                5.21%
T. Rowe Price Natural Resources 2           27.36%            N/A               N/A              N/A               22.79%
T. Rowe Price International Bond 2(1)        3.42%            N/A               N/A              N/A                3.44%
T. Rowe Price Small Company Value 2         N/A               N/A               N/A              N/A               -1.50%
Founders Capital Appreciation 2             17.02%            18.04%            N/A              N/A               18.12%
Founders Passport 2(2)                      10.12%            N/A               N/A              N/A               7.68%
INVESCO Equity Income 2                     14.16%            12.29%            N/A              N/A               12.35%
PIMCO Total Return Bond 2                    0.94%             4.54%            N/A              N/A                4.56%
PIMCO Limited Maturity Bond 2                1.40%            N/A               N/A              N/A                3.28%
Berger Capital Growth 2                     13.43%            N/A               N/A              N/A               16.28%
RS Value + Growth 2                         N/A               N/A               N/A              N/A                7.60%
AST Putnam Value Growth & Income 2          N/A               N/A               N/A              N/A               -1.50%
AST Putnam International Equity 2(3)         6.96%             5.69%             7.64%           N/A                9.55%
AST Putnam Balanced 2(4)                     8.49%             9.18%            N/A              N/A                8.91%
Twentieth Century Strategic Balanced 2      N/A               N/A               N/A              N/A               -1.50%
Twentieth Century International Growth 2    N/A               N/A               N/A              N/A               -1.50%
AA Growth 2                                 10.55%            14.35%            15.09%           N/A               17.34%
AA Small Capitalization 2                    1.67%            11.09%             9.55%           N/A               18.83%
AA MidCap Growth 2                           9.14%            14.91%            N/A              N/A               22.30%
NB Partners 2                               26.23%            N/A               N/A              N/A               19.86%
MV Emerging Markets 2                       N/A               N/A               N/A              N/A                4.33%
    
</TABLE>



<PAGE>


<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                             26.94%            17.85%            N/A              N/A               16.83%
AST Janus Overseas Growth 2                 N/A               N/A               N/A              N/A                0.00%
LA Growth and Income 2                      17.33%            14.78%            N/A              N/A               13.57%
Fed Utility Income 2                        10.42%             8.21%            N/A              N/A                8.73%
Fed High Yield 2                            12.44%             8.41%            N/A              N/A                8.45%
T. Rowe Price Asset Allocation 2            12.01%            10.33%            N/A              N/A               10.38%
T. Rowe Price International Equity 2        13.02%             5.71%            N/A              N/A                5.74%
T. Rowe Price Natural Resources 2           29.28%            N/A               N/A              N/A               23.90%
T. Rowe Price International Bond 2(1)        4.98%            N/A               N/A              N/A                4.02%
T. Rowe Price Small Company Value 2         N/A               N/A               N/A              N/A                0.00%
Founders Capital Appreciation 2             18.79%            18.63%            N/A              N/A               18.71%
Founders Passport 2(2)                      11.79%            N/A               N/A              N/A               8.66%
INVESCO Equity Income 2                     15.88%            12.86%            N/A              N/A               12.91%
PIMCO Total Return Bond 2                    2.46%             5.06%            N/A              N/A                5.09%
PIMCO Limited Maturity Bond 2                2.93%            N/A               N/A              N/A                4.22%
Berger Capital Growth 2                     15.15%            N/A               N/A              N/A               17.08%
RS Value + Growth 2                         N/A               N/A               N/A              N/A                9.24%
AST Putnam Value Growth & Income 2          N/A               N/A               N/A              N/A                0.00%
AST Putnam International Equity 2(3)         8.58%            6.22%              7.97%           N/A                9.77%
AST Putnam Balanced 2(4)                    10.13%            9.73%             N/A              N/A                9.36%
Twentieth Century Strategic Balanced 2      N/A               N/A               N/A              N/A                0.00%
Twentieth Century International Growth 2    N/A               N/A               N/A              N/A                0.00%
AA Growth 2                                 12.22%            14.92%            15.44%           N/A               17.57%
AA Small Capitalization 2                    3.21%            11.65%             9.88%           N/A               19.05%
AA MidCap Growth 2                          10.79%            15.49%            N/A              N/A               22.80%
NB Partners 2                               28.13%            N/A               N/A              N/A               20.51%
MV Emerging Markets 2                       N/A               N/A               N/A              N/A                5.92%
    
</TABLE>



<PAGE>


<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                             26.76%            17.67%            N/A              N/A               16.62%
AST Janus Overseas Growth 2                 N/A               N/A               N/A              N/A               -0.15%
LA Growth and Income 2                      17.15%            14.61%            N/A              N/A               13.39%
Fed Utility Income 2                        10.26%             8.05%            N/A              N/A                8.55%
Fed High Yield 2                            12.28%             8.25%            N/A              N/A                8.29%
T. Rowe Price Asset Allocation 2            11.84%            10.17%            N/A              N/A               10.21%
T. Rowe Price International Equity 2        12.85%             5.55%            N/A              N/A                5.58%
T. Rowe Price Natural Resources 2           29.09%            N/A               N/A              N/A               23.68%
T. Rowe Price International Bond 2(1)        4.82%            N/A               N/A              N/A                3.85%
T. Rowe Price Small Company Value 2         N/A               N/A               N/A              N/A               -0.15%
Founders Capital Appreciation 2             18.61%            18.46%            N/A              N/A               18.54%
Founders Passport 2(2)                      11.62%            N/A               N/A              N/A               8.47%
INVESCO Equity Income 2                     15.71%            12.69%            N/A              N/A               12.74%
PIMCO Total Return Bond 2                    2.31%             4.91%            N/A              N/A                4.93%
PIMCO Limited Maturity Bond 2                2.78%            N/A               N/A              N/A                4.03%
Berger Capital Growth 2                     14.98%            N/A               N/A              N/A               16.84%
RS Value + Growth 2                         N/A               N/A               N/A              N/A                9.07%
AST Putnam Value Growth & Income 2          N/A               N/A               N/A              N/A               -0.15%
AST Putnam International Equity 2(3)         8.42%             6.06%             7.81%           N/A                9.60%
AST Putnam Balanced 2(4)                     9.97%             9.57%            N/A              N/A                9.19%
Twentieth Century Strategic Balanced 2      N/A               N/A               N/A              N/A               -0.15%
Twentieth Century International Growth 2    N/A               N/A               N/A              N/A               -0.15%
AA Growth 2                                 12.05%            14.75%            15.26%           N/A               17.39%
AA Small Capitalization 2                    3.06%            11.48%             9.72%           N/A               18.85%
AA MidCap Growth 2                          10.62%            15.32%            N/A              N/A               22.60%
NB Partners 2                               27.94%            N/A               N/A              N/A               20.32%
MV Emerging Markets 2                       N/A               N/A               N/A              N/A                5.76%
    
</TABLE>
   
(1) Prior to May 1, 1996,  Scudder,  Stevens & Clark, Inc. served as Sub-advisor
to the Portfolio (formerly, the AST Scudder International Bond Portfolio). As of
May 1, 1996, Rowe Price-Fleming International, Inc. has served as Sub-advisor to
the Portfolio. The performance information provided in the above chart, computed
for the period May 3, 1994 (commencement of operations) to May 1, 1996, reflects
that of the  Portfolio as  sub-advised  by Scudder,  Stevens & Clark,  Inc. Such
performance  information  is historical  and is not intended to indicate  future
performance of the Portfolio.

(2) As of October  15,  1996,  Founders  Asset  Management,  Inc.  has served as
Sub-advisor to the Portfolio,  now named the Founders  Passport  Portfolio.  The
performance  information  provided  in the  above  chart  reflects  that  of the
Portfolio as  sub-advised  by the prior  Sub-advisor,  Seligman  Henderson  Co.,
computed as of June 30, 1996. Such performance  information is historical and is
not intended to indicate future performance of the Portfolio.

(3) As of October 15, 1996,  Putnam  Investment  Management,  Inc. has served as
Sub-advisor  to the  Portfolio,  now named the AST Putnam  International  Equity
Portfolio. The performance information provided in the above chart reflects that
of the Portfolio as sub-advised  by the prior  Sub-advisor,  Seligman  Henderson
Co.,  computed as of June 30, 1996. Such  performance  information is historical
and is not intended to indicate future performance of the Portfolio.

(4) As of October 15, 1996,  Putnam  Investment  Management,  Inc. has served as
Sub-advisor to the Portfolio,  now named the AST Putnam Balanced Portfolio.  The
performance  information  provided  in the  above  chart  reflects  that  of the
Portfolio as sub-advised by the prior Sub-advisor,  Phoenix Investment  Counsel,
Inc.,  computed as of June 30, 1996. Such performance  information is historical
and is not intended to indicate future performance of the Portfolio.

Some of the underlying  portfolios may be subject to an expense reimbursement or
waiver  that in the absence of such  reimbursement  or waiver  would  reduce the
portfolio's performance.
    
         The performance  quoted in any  advertising  should not be considered a
representation  of the  performance  of 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 audited the financial
statements of American  Skandia Life Assurance  Corporation and 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,  1996  and  1995,  and  the  related   statements  of  operations,
shareholders'  equity and cash  flows for each of the three  years in the period
ended December 31, 1996 and 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 their 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 are those of American Skandia Life Assurance
Corporation  Variable  Account  B (Class  2  Sub-accounts)  for the  year  ended
December 31, 1996. There are other  Sub-accounts  included in Variable 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. You may
also forward such a request electronically to our Customer Service Department at
[email protected].
    


<PAGE>






      FINANCIAL STATEMENTS FOR AMERICAN SKANDIA LIFE ASSURANCE CORPORATION







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  and subsidiary (a wholly-owned
subsidiary of Skandia  Insurance Company Ltd.) as of December 31, 1996 and 1995,
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, 1996.
These consolidated  financial statements are the responsibility of the Company's
management.  Our  responsibility is to express an opinion on these  consolidated
financial statements based on our 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  and subsidiary as of December 31, 1996 and 1995, and the
results of their  operations and their cash flows for each of the three years in
the period  ended  December  31,  1996 in  conformity  with  generally  accepted
accounting principles.

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


March 10, 1997

<PAGE>
                                
                   AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
          (a wholly-owned subsidiary of Skandia Insurance Company Ltd.)
                                
                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
<TABLE>
<CAPTION>
                                
                                                                            AS OF DECEMBER 31,      
<S>                                                             <C>                   <C> 
                                                                         1996                  1995
                              
ASSETS                          
                                
Investments:                            
   Fixed maturities - at amortized cost                         $     10,090,369      $     10,112,705
   Fixed maturities - at market value                                 87,369,724                     0 
   Investment in mutual funds - at market value                        2,637,731             1,728,875
   Short-term investments - at amortized cost                         18,100,000            15,700,000
                                
Total investments                                                    118,197,824            27,541,580
                                
Cash and cash equivalents                                             14,199,412            13,146,384
Accrued investment income                                              1,958,546               194,074
Fixed assets                                                             229,780                82,434
Deferred acquisition costs                                           438,640,918           270,222,383
Reinsurance receivable                                                 2,167,818             1,988,042
Receivable from affiliates                                               691,532               860,991
Income tax receivable - current                                                0               563,850
Income tax receivable - deferred                                      17,217,582                     0
State insurance licenses                                               4,712,500             4,862,500
Other assets                                                           2,207,171             1,589,006
Separate account assets                                            7,734,439,793         4,699,961,646
                                
                    Total Assets                                $  8,334,662,876      $  5,021,012,890
                                
LIABILITIES AND SHAREHOLDER'S EQUITY                            
                                
LIABILITIES:                            
Reserve for future contractowner benefits                       $     36,245,936      $     30,493,018
Annuity policy reserves                                               21,238,749            19,386,490
Income tax payable                                                     1,124,151                     0
Accounts payable and accrued expenses                                 65,198,965            32,816,517
Payable to affiliates                                                    685,724               314,699
Future fees payable to parent                                         47,111,936                     0
Payable to reinsurer                                                  79,000,262            64,995,470
Short-term borrowing-affiliate                                        10,000,000            10,000,000
Surplus notes                                                        213,000,000           103,000,000
Deferred contract charges                                                272,329               332,050
Separate account liabilities                                       7,734,439,793         4,699,961,646
                                
                  Total Liabilities                                8,208,317,845         4,961,299,890
                                
SHAREHOLDER'S EQUITY:                           
Common stock, $80 par, 25,000 shares                            
  authorized, issued and outstanding                                   2,000,000             2,000,000
Additional paid-in capital                                           122,250,117            81,874,666
Unrealized investment gains and losses, net                             (319,631)              111,359
Foreign currency translation, net                                       (263,706)             (328,252)
Retained earnings (deficit)                                            2,678,251           (23,944,773)
                                
                   Total Shareholder's Equity                        126,345,031            59,713,000
                                
                   Total Liabilities and Shareholder's Equity   $  8,334,662,876      $  5,021,012,890
</TABLE>
                                
                 See notes to consolidated financial statements.




                                            
<PAGE>
                   AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
          (a wholly-owned subsidiary of Skandia Insurance Company Ltd.)
                                                        
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                                        
<TABLE>
<CAPTION>
                                                        
                                                        
                                                                             FOR THE YEAR ENDED DECEMBER 31, 
<S>                                                                <C>                <C>                 <C> 
                                                                        1996                1995               1994
                                                                    ------------       ------------       ------------
                                                        
REVENUES:                                                       
Annuity charges and fees                                           $  69,779,522      $  38,837,358      $  24,779,785
Fee income                                                            16,419,690          6,205,719          2,111,801
Net investment income                                                  1,585,819          1,600,674          1,300,217
Annuity premium income                                                   125,000                  0             70,000
Net realized capital gains/(losses)                                      134,463             36,774             (1,942)
Other                                                                     34,154             64,882             24,550
                                                                    ------------       ------------       ------------        
     Total Revenues                                                   88,078,648         46,745,407         28,284,411
                                                                    ------------       ------------       ------------
                                                        
BENEFITS AND EXPENSES:                                                  
Benefits:                                                       
  Annuity benefits                                                       613,594            555,421            369,652
  Increase/(decrease) in annuity policy reserves                         634,540         (6,778,756)         5,766,003
  Cost of minimum death benefit reinsurance                            2,866,835          2,056,606                  0
  Return credited to contractowners                                      672,635         10,612,858           (516,730)
                                                                    ------------       ------------       ------------          
                                                                       4,787,604          6,446,129          5,618,925
                                                                    ------------       ------------       ------------        
Expenses:                                                       
  Underwriting, acquisition and other insurance expenses              49,765,661         35,820,524         18,792,720
  Amortization of state insurance licenses                               150,000            150,000            150,000
  Interest expense                                                    10,790,716          6,499,414          3,615,845
                                                                    ------------       ------------       ------------
                                                        
                                                                      60,706,377         42,469,938         22,558,565
                                                                    ------------       ------------       ------------
                                                        
     Total Benefits and Expenses                                      65,493,981         48,916,067         28,177,490
                                                                    ------------       ------------       ------------
                                                        
Income (loss) from operations before federal income taxes             22,584,667         (2,170,660)           106,921
                                                        
     Income tax (benefit) expense                                     (4,038,357)           397,360            247,429
                                                                    ------------       ------------       ------------
                                                        
Net income (loss)                                                  $  26,623,024       $ (2,568,020)      $   (140,508)
                                                                    ============        ===========        ===========
</TABLE>
                                                        
                                                        
                 See notes to consolidated financial statements.
                                                        
<PAGE>
                                                
                                                
                   AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
          (a wholly-owned subsidiary of Skandia Insurance Company Ltd.)
                                                
                 CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY
                                                
                                                
                                                
<TABLE>
<CAPTION>
                                                
                                                                             FOR THE YEAR ENDED DECEMBER 31,
<S>                                                                 <C>                <C>                <C> 
                                                                         1996               1995               1994
                                                
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                                        81,874,666         71,623,932         71,623,932
  Additional contributions                                            40,375,451         10,250,734                  0
                                                                     -----------        -----------        -----------
                                                
  Balance at end of year                                             122,250,117         81,874,666         71,623,932
                                                                     -----------        -----------        -----------
                                                
Unrealized investment gains and losses:                                         
  Balance at beginning of year                                           111,359            (41,655)                 0
  Change in unrealized investment gains and losses, net                 (430,990)           153,014            (41,655)
                                                                     -----------        -----------        -----------
                                                
  Balance at end of year                                                (319,631)           111,359            (41,655)
                                                
Foreign currency translation:                                           
  Balance at beginning of year                                          (328,252)                 0                  0
  Change in foreign currency translation, net                             64,546           (328,252)                 0
                                                                     -----------        -----------        -----------
                                                
  Balance at end of year                                                (263,706)          (328,252)                 0
                                                                     -----------        -----------        -----------
                                                
Retained earnings (deficit):                                            
  Balance at beginning of year                                       (23,944,773)       (21,376,753)       (21,236,245)
  Net income (loss)                                                   26,623,024         (2,568,020)          (140,508)
                                                                     -----------        -----------        -----------
                                                
  Balance at end of year                                               2,678,251        (23,944,773)       (21,376,753)
                                                                     -----------        -----------        -----------
                                                
                                                
      TOTAL SHAREHOLDER'S EQUITY                                   $ 126,345,031      $  59,713,000      $  52,205,524
                                                                    ============       ============       ============
                                                
</TABLE>
                                             
                 See notes to consolidated financial statements.
    
<PAGE>
<TABLE>
<CAPTION>

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

                                                  CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                                          FOR THE YEAR ENDED DECEMBER 31,
<S>                                                                         <C>                  <C>                  <C> 
                                                                                1996                  1995                 1994
                                                                           ---------------       ---------------     ---------------
CASH FLOW FROM OPERATING ACTIVITIES:

  Net income (loss)                                                        $    26,623,024       $   (2,568,020)     $     (140,508)
  Adjustments to reconcile net income (loss) to net cash used
    in operating activities:
       Increase/decrease) in annuity policy reserves                             1,852,259           (4,667,765)          6,004,603
       Increase/(decrease) in policy contract claims
      Amortization of bond discount                                                 27,340               23,449              21,964
      Amortization of state insurance licenses                                     150,000              150,000             150,000
      Change in due to/from affiliates                                             540,484             (347,884)            256,779
      Change in income tax payable/receivable                                    1,688,001             (600,849)             36,999
      Increase in other assets                                                    (765,511)            (409,927)           (742,041)
      Increase in accrued investment income                                     (1,764,472)             (20,420)            (44,847)
      Increase in reinsurance receivable                                          (179,776)          (1,988,042)                  0
      Increase in accounts payables and accrued expenses                        32,382,448            1,063,137          13,396,502
      Increase in deferred acquisition costs                                  (168,418,535)         (96,212,774)        (83,986,073)
      Decrease in deferred contract charges                                        (59,721)            (117,654)            (71,117)
      Increase in foreign currency translation, net                                (77,450)            (328,252)                  0
      Deferred income taxes                                                    (16,903,477)                   0                   0
      Realized (gain)/loss on sale of investments                                 (134,463)             (36,774)              1,942
                                                                             -------------        --------------       -------------

  Net cash used in operating activities                                       (125,039,849)        (106,061,775)        (65,115,797)
                                                                             -------------        -------------        -------------

CASH FLOW FROM INVESTING ACTIVITIES:

  Purchase of fixed maturities                                                 (96,812,903)            (614,289)         (1,989,120)
  Proceeds from sales and maturities of available-for-sale fixed maturities      8,732,390                    0                   0
  Proceeds from maturities of held-to-maturity fixed maturities                    215,000              100,000           2,010,000
  Purchase of shares in mutual funds                                            (2,160,347)          (1,566,194)           (922,822)
  Proceeds from sale of shares in mutual funds                                   1,273,640              867,744              38,588
  Net sale (purchase) of short-term investments                                 (2,400,000)           8,300,000          (4,600,000)
  Investments in separate accounts                                          (2,789,361,685)      (1,609,415,439)     (1,365,775,177)
                                                                             -------------        -------------       -------------

  Net cash used in investing activities                                     (2,880,513,905)      (1,602,328,178)     (1,371,238,531)
                                                                             -------------        -------------       -------------

CASH FLOW FROM FINANCING ACTIVITIES:

   Capital contributions from parent                                            40,375,451           10,250,734                   0
   Surplus notes                                                               110,000,000           34,000,000          49,000,000
   Increase in future fees payable to parent                                    47,111,936                    0                   0
   Short-term borrowing
   Increase in payable to reinsurer                                             14,004,792           24,890,064          28,555,190
   Proceeds from annuity sales                                               2,795,114,603        1,628,486,076       1,372,873,747
                                                                             -------------        -------------       -------------

  Net cash provided by financing activities                                  3,006,606,782        1,697,626,874       1,450,428,937
                                                                             -------------        -------------       -------------

Net increase/(decrease) in cash and cash equivalents                             1,053,028          (10,763,079)         14,074,609

Cash and cash equivalents at beginning of year                                  13,146,384           23,909,463           9,834,854
                                                                             -------------        -------------       -------------

Cash and cash equivalents at end of year                                   $    14,199,412       $   13,146,384      $   23,909,463
                                                                             =============        =============       =============

SUPPLEMENTAL CASH FLOW DISCLOSURE:
Income taxes paid                                                          $    11,177,120       $      995,496      $      161,398
                                                                             =============        =============       =============

Interest paid                                                              $     7,094,767       $      540,319      $      557,639
                                                                             =============        =============       =============


                                                      See notes to consolidated financial statements.

</TABLE>



<PAGE>

                   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.

         The Company's consolidated financial statements include the accounts of
         Skandia Vida, S.A. de C.V.  ("Skandia  Vida"), a life insurance company
         domiciled in Mexico,  which was formed in 1995 by the  ultimate  parent
         Skandia  Insurance  Company  Ltd.  The  Company  has a 99.9%  ownership
         interest in Skandia Vida, which is a start up company with expectations
         of selling long term savings products 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
                  either  held-to-maturity  or  available-for-sale.  Investments
                  classified  as  held-to-maturity   are  investments  that  the
                  Company has the ability and intent to hold to  maturity.  Such
                  investments are carried at amortized cost.  Those  investments
                  which are  classified  as  available-for-sale  are  carried at
                  market  value and changes in  unrealized  gains and losses are
                  reported as a component of shareholder's equity.

                  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.
<PAGE>


                   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  amounted to $32,641  and $3,749 at December  31,
                  1996 and  1995,  respectively.  Depreciation  expense  for the
                  years ended  December 31, 1996 and 1995 was $28,892 and $3,749
                  respectively.

         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 Table-a with assumed interest
                  rates that vary by issue year.  Assumed  interest rates ranged
                  from 6.5% to 8.25% at both December 31, 1996 and 1995.

                  Annuity   sales  were   $2,795,114,000,   $1,628,486,000   and
                  $1,372,874,000 for the years ended December 31, 1996, 1995 and
                  1994,  respectively.  Annuity contract assets under management
                  were  $7,764,891,000,  $4,704,044,000  and  $2,661,161,000  at
                  December 31, 1996, 1995 and 1994, respectively.



<PAGE>


                   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
                  deferred  and  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>

<S>                                                          <C>                    <C>                   <C> 
                                                                 1996                   1995                 1994
                                                                 ----                   ----                 ----

                  Balance at beginning of year               $270,222,383          $174,009,609         $ 90,023,536

                  Acquisition costs deferred
                  during the year                             190,995,588           106,063,698           85,801,180

                  Acquisition costs amortized
                  during the year                              22,577,053             9,850,924            1,815,107
                                                             ------------          ------------         ------------

                  Balance at end of year                     $438,640,918          $270,222,383         $174,009,609
                                                             ============          ============         ============
</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>

<S>                                                              <C>                  <C>                  <C> 
                                                                 1996                   1995                  1994
                                                                 ----                   ----                 ----

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

                  Contract charges deferred
                  during the year                                42,740                 21,513               87,114

                  Contract charges amortized
                  during the year                               102,461                139,167              158,231
                                                               --------               --------             --------

                  Balance at end of year                       $272,329               $332,050             $449,704
                                                               ========               ========             ========

</TABLE>








<PAGE>


                   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. Separate Account 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 $644,233,883 and
                  $586,233,752  at  December  31,  1996 and 1995,  respectively,
                  relating to annuity contracts for which the  contractholder is
                  guaranteed a fixed rate of return.  Separate Account assets of
                  $644,233,883  and  $588,835,051 at December 31, 1996 and 1995,
                  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  as  adjusted   for
                  consolidated  items  such as net  operating  losses  which are
                  utilized  in the  consolidated  federal  income  tax return in
                  accordance  with the provisions of the Internal  Revenue Code,
                  as amended. Prior to 1995, the Company filed a separate 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.

         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.

                  The Company  reinsures  certain  mortality risks.  These risks
                  result from the  guaranteed  minimum death benefit  feature in
                  the variable annuity products.





<PAGE>


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

             Notes to Consolidated Financial Statements (continued)




3.       INVESTMENTS

         The  amortized  cost,  gross  unrealized  gains  (losses) and estimated
         market  value  of   available-for-sale   and   held-to-maturity   fixed
         maturities  and equity  securities  by category as of December 31, 1996
         and 1995 are shown below.  All securities held at December 31, 1996 are
         publicly traded.

         Investments in fixed  maturities as of December 31, 1996 consist of the
         following:

                                                            Held-to-Maturity
<TABLE>
<CAPTION>
         <S>                           <C>                   <C>                 <C>                <C>     
                                                                Gross               Gross
                                       Amortized             Unrealized          Unrealized            Market
                                         Cost                   Gains              Losses               Value
           
         U.S. Government
         Obligations                  $ 4,299,803             $88,268             $22,937           $ 4,365,134

         Obligations of
         State and Political
         Subdivisions                     250,119                 229                   0               250,348

         Corporate
         Securities                     5,540,447                   0              62,660             5,477,787
                                      -----------             -------             -------           -----------

         Totals                       $10,090,369             $88,497             $85,597           $10,093,269
                                      ===========             =======             =======           ===========
</TABLE>

<TABLE>
<CAPTION>

                                                    Available-for-Sale

         <S>                             <C>                 <C>                 <C>                <C>                      
                                           Gross               Gross
                                         Amortized           Unrealized          Unrealized           Market
                                           Cost                 Gains              Losses              Value
         U.S. Government
         Obligations                    $14,508,780                  0           $ 79,745           $14,429,035

         Obligations of
         State and Political
         Subdivisions                       202,516                 26                  0               202,542

         Other Government
         Obligations                      5,047,790                  0              7,440             5,040,350

         Corporate
         Securities                      68,101,413             83,312            486,928            67,697,797
                                        -----------            -------           --------           -----------

         Totals                         $87,860,499            $83,338           $574,113           $87,369,724
                                        ===========            =======           ========           ===========
</TABLE>







<PAGE>



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

             Notes to Consolidated Financial Statements (continued)



         The amortized cost and market value of fixed maturities, by contractual
         maturity, at December 31, 1996 are shown below.

<TABLE>
<CAPTION>
                                                        Held-to-Maturity                  Available-for-Sale

         <S>                                        <C>             <C>              <C>               <C>  
                                                    Amortized          Market          Amortized          Market
                                                      Cost              Value            Cost              Value

         Due in one year or less                   $   697,626       $   699,861      $ 5,047,790       $ 5,040,350

         Due after one through five years            9,138,036         9,143,290       29,864,609        29,756,002

         Due after five through ten years              254,707           250,118       52,948,100        52,573,372
                                                   -----------       -----------      -----------       -----------

                          Total                    $10,090,369       $10,093,269      $87,860,499       $87,369,724
                                                   ===========       ===========      ===========       ===========
</TABLE>


         Investments in fixed  maturities as of December 31, 1995 consist of the
         following:
<TABLE>
<CAPTION>

                                              Held-to-Maturity

          <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>


         Proceeds from sales and maturities of fixed maturity investments during
         1996,  1995  and  1994,  were  $8,947,390,   $100,000  and  $2,010,000,
         respectively.

         There were no gross  gains and losses  realized  during the years ended
         December 31, 1996, 1995 and 1994.









<PAGE>


                   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, 1996 and 1995 are shown
         below:

<TABLE>
<CAPTION>

         <S>                         <C>                 <C>                  <C>                 <C>    
                                                            Gross                Gross
                                                         Unrealized           Unrealized           Market
                                       Cost                 Gains               Losses              Value

         1996                        $2,638,695            $ 59,278             $60,242           $2,637,731
                                     ==========            ========             =======           ==========

         1995                        $1,617,516            $111,686             $   327           $1,728,875
                                     ==========            ========             =======           ==========
</TABLE>


         Proceeds from sales of investments in mutual funds during 1996, 1995 
         and 1994 were $1,273,640,  $867,744 and $38,588, respectively.


         Mutual fund gross realized gains and losses were as follows:


                                        Gross               Gross
                                        Gains              Losses

         1996                          $139,814            $ 5,351
                                       ========            =======

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

         1994                          $    510            $ 2,452
                                       ========            =======


4.       NET INVESTMENT INCOME

         Additional  information  with respect to net investment  income for the
         years ended December 31, 1996, 1995 and 1994 is as follows:
<TABLE>
<CAPTION>

         <S>                                           <C>                  <C>                  <C> 
                                                           1996                  1995                 1994
                                                           ----                  ----                 ----

         Fixed maturities                              $  836,591            $  629,743           $  616,987
         Mutual funds                                     143,737                59,895               12,049
         Short-term investments                            92,987               256,351              142,421
         Cash and cash equivalents                        591,666               730,581              633,298
         Interest on policy loans                           5,274                 4,025                1,275
                                                       ----------            ----------           ----------

         Total investment income                        1,670,255             1,680,595            1,406,030

         Investment expenses                               84,436                79,921              105,813
                                                       ----------            ----------           ----------

         Net investment income                         $1,585,819            $1,600,674           $1,300,217
                                                       ==========            ==========           ==========
</TABLE>




<PAGE>


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

             Notes to Consolidated Financial Statements (continued)

5.       INCOME TAXES

         The significant components of income tax expense are as follows:
<TABLE>
<CAPTION>

         <S>                                                   <C>                    <C>                 <C> 
                                                                   1996                1995                1994
                                                                   ----                ----                ----

         Current tax expense                                   $12,865,120            $397,360            $247,429

         Deferred tax (benefit) expense                        (16,903,477)                  0                   0
                                                              -------------           --------            --------

         Total income tax (benefit) expense                   ($ 4,038,357)           $397,360            $247,429
                                                              =============           ========            ========
</TABLE>


         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, 1996 and 1995, are as follows:
<TABLE>

         <S>                                                       <C>                          <C> 
                                                                        1996                       1995
                                                                        ----                       ----
         Deferred Tax (Liabilities):
             Deferred acquisition costs                            ($103,072,477)               ($57,399,960)
             Payable to reinsurer                                    (23,025,326)                (19,802,861)
             Policy Fees                                                (491,640)                   (308,304)
             Unrealized investment gains                                       0                     (38,976)
                                                                    ------------                 -----------

             Total                                                  (126,589,443)                (77,550,101)
                                                                    ------------                 -----------

         Deferred Tax Assets:
             Net separate account liabilities                        121,092,798                  72,024,094
             Reserve for future contractowner benefits                12,686,078                  10,672,556
             Other reserve differences                                 4,527,886                   1,492,044
             Deferred compensation                                     4,392,526                   2,169,060
             Surplus notes blocked interest                              548,730                           0
             Unrealized investment losses                                172,109                           0
             Foreign exchange translation                                141,996                     114,888
             Deferred contract charge                                     95,315                     116,218
             AMT credit carryforward                                           0                     286,094
             Other                                                       149,587                           0
                                                                    ------------                 -----------

             Total                                                   143,807,025                  86,874,954
                                                                    ------------                 -----------


             Net before valuation allowance                           17,217,582                   9,324,853

             Valuation allowance                                               0                  (9,324,853)
                                                                    ------------                 -----------

             Net deferred tax balance                               $ 17,217,582                 $         0
                                                                    ============                 ===========
</TABLE>









<PAGE>


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

             Notes to Consolidated Financial Statements (continued)



         Management  believes that based on the taxable  income  produced in the
         current year and the continued growth in annuity products,  the Company
         will produce  sufficient  taxable  income in the furture to realize its
         deferred  tax assets.  As such,  the Company  released the deferred tax
         valuation allowance of $9,324,853 established as of December 31, 1995.

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

<TABLE>
         <S>                                                  <C>                 <C>                  <C> 
                                                                  1996                1995                 1994
                                                                  ----                ----                 ----

         Income (loss) before taxes                           $22,584,667         ($2,170,660)           $106,921
             Income tax rate                                           35%                 35%                 35%
                                                              -----------          -----------           ---------

         Tax expense at federal
             statutory income tax rate                          7,904,633            (759,731)              37,422

         Tax effect of:

             Change in valuation allowance                     (9,324,853)          1,680,339              365,288

             Dividend received deduction                       (2,266,051)           (477,139)                   0

             Other                                               (352,086)            (46,109)            (155,281)
                                                              -----------          ----------             --------

         Income tax (benefit) expense                        ($ 4,038,357)         $  397,360             $247,429
                                                              ============         ==========             ========
</TABLE>


6.       RELATED PARTY TRANSACTIONS

         Certain operating costs (including  personnel,  rental of office space,
         furniture,  and equipment)  have been charged to the Company at cost by
         American Skandia Information  Services and Technology  Corporation,  an
         affiliated  company;  and likewise,  the Company has charged  operating
         costs  to  American  Skandia  Investment  Services,   Incorporated,  an
         affiliated  company.  Operating costs for these items was  $11,581,114,
         $12,687,337  and $8,524,840 for the years ended December 31, 1996, 1995
         and 1994, respectively. Income received for these items was $1,148,364,
         $396,573 and $248,799 for the years ended  December 31, 1996,  1995 and
         1994,  respectively.  Amounts  receivable  from  affiliates  under this
         arrangement  were  $548,792  and  $857,156 as of December  31, 1996 and
         1995,   respectively.   Amounts   payable  to  affiliates   under  this
         arrangement  were  $619,089  and  $304,525 as of December  31, 1996 and
         1995, respectively.

<PAGE>


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

             Notes to Consolidated Financial Statements (continued)



7.       FUTURE FEES PAYABLE TO PARENT

         On  December  17,  1996  the  Company  sold  to its  Parent,  effective
         September 1, 1996,  certain  rights to receive  future fees and charges
         expected to be realized on the variable  portion of a designated  block
         of deferred annuity  contracts issued during the period January 1, 1994
         through June 30, 1996. In connection with this transaction,  the Parent
         issued collateralized notes in a private placement which are secured by
         the  rights to  receive  future  fees and  charges  purchased  from the
         Company.

         Under the terms of the Purchase Agreement,  the rights sold provide for
         the Parent to receive 80% of future  mortality and expense  charges and
         contingent  deferred sales charges,  after reinsurance,  expected to be
         realized over the remaining  surrender  charge period of the designated
         contracts (generally, 6.5 years). The Company did not sell the right to
         receive  future fees and charges after the  expiration of the surrender
         charge period.

         The proceeds  from the sale have been  recorded as a liability  and are
         being  amortized  over the  remaining  surrender  charge  period of the
         designated  contracts using the interest  method.  The present value at
         September  1, 1996  (discounted  at 7.5%),  of future  fees and charges
         expected to be realized on the  designated  contracts was  $50,221,438.
         Payments  representing  fees and  charges  realized  during  the period
         September 1, 1996 through  December 31, 1996 in the aggregate amount of
         $3,109,502, were made by the Company to the Parent. Interest expense of
         $42,260 has been included in the statement of operations.

         Expected payments of future fees payable to Parent are as follows:

                        Year Ending
                        December 31,                         Amount

                           1997                            $ 9,308,527
                           1998                              9,782,558
                           1999                             10,002,274
                           2000                             10,061,058
                           2001                              6,412,114
                           2002                              1,392,003
                           2003                                153,402
                                                           -----------

                          Total                            $47,111,936


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

<PAGE>

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

             Notes to Consolidated Financial Statements (continued)



8.       LEASES

         The Company leases office space under a lease agreement  established in
         1989  with  American  Skandia   Information   Services  and  Technology
         Corporation.  The lease expense for 1996, 1995 and 1994 was $1,583,391,
         $1,218,806 and $961,080, respectively.  Future minimum lease payments 
         per year and in aggregate as of December 31, 1996 are as follows:

                      1997                                      1,413,180
                      1998                                      1,571,400
                      1999                                      1,571,400
                      2000                                      1,740,750
                      2001 and thereafter                       6,527,813
                                                              -----------

                      Total                                   $12,824,543


9.       RESTRICTED ASSETS

         In  order  to  comply  with  certain   state   insurance   departments'
         requirements,  the Company  maintains cash,  bonds and notes on deposit
         with various states.  The carrying value of these deposits  amounted to
         $3,766,564   and   $3,267,357  as  of  December  31,  1996,  and  1995,
         respectively.  These  deposits  are required to be  maintained  for the
         protection of contractowners within the individual states.


10.      RETAINED EARNINGS AND DIVIDEND RESTRICTIONS

         Statutory basis shareholder's equity was $275,835,076, $132,493,899 and
         $95,001,971 at December 31, 1996, 1995 and 1994, respectively.

         The statutory basis net loss was $5,405,179,  $7,183,003 and $9,789,297
         for the years ended December 31, 1996, 1995 and 1994, 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, 1996, no amounts may be
         distributed without prior approval.


11.      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 $850,111, $627,161 and $431,559 for the
         years ended December 31, 1996, 1995 and 1994, respectively.

<PAGE>


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

             Notes to Consolidated Financial Statements (continued)




         The Company and it's affiliate cooperatively have 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  $9,212,369  and  $4,600,831 as of December 31,
         1996 and 1995, respectively. Payments under this plan were $601,603 for
         the year ended December 31, 1996.

         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
         $244,601 in 1996 and $139,209 in 1995.


12.      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, 1996, 1995 and 1994 are as follows:

<TABLE>
<CAPTION>

                                                        1996
                           ------------------------------------------------------------------
         <S>               <C>                     <C>                      <C>   
                                Annuity            Change in Annuity         Return Credited
                           Charges and Fees         Policy Reserves         to Contractowners

         Gross                $87,369,693              $814,306                  $779,070
         Ceded                 17,590,171               179,766                   106,435
                              -----------              --------                  --------
         Net                  $69,779,522              $634,540                  $672,635
                              ===========              ========                  ========
</TABLE>


<TABLE>
<CAPTION>
                                                          1995                                                   1994
                           ------------------------------------------------------------------              ----------------
         <S>               <C>                     <C>                     <C>                             <C> 
                                Annuity            Change in Annuity         Return Credited                    Annuity
                           Charges and Fees         Policy Reserves         to Contractowners              Charges and Fees

         Gross                $50,334,280            ($4,790,714)              $10,945,831                    $30,116,166
         Ceded                 11,496,922              1,988,042                   332,973                      5,336,381
                              -----------             ----------               -----------                    -----------
         Net                  $38,837,358            ($6,778,756)              $10,612,858                    $24,779,785
                              ===========             ===========              ===========                    ===========
</TABLE>


         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.

<PAGE>


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

             Notes to Consolidated Financial Statements (continued)


13.      SURPLUS NOTES

         The Company has issued surplus notes to its Parent in exchange for 
         cash.  Surplus notes outstanding as of December 31, 1996 were as 
         follows:

                   Issue                                         Interest
                   Date                           Amount           Rate

             December 29, 1993               $  20,000,000         6.84%
             February 18, 1994                  10,000,000         7.28%
             March 28, 1994                     10,000,000         7.90%
             September 30, 1994                 15,000,000         9.13%
             December 28, 1994                  14,000,000         9.78%
             December 19, 1995                  10,000,000         7.52%
             December 20, 1995                  15,000,000         7.49%
             December 22, 1995                   9,000,000         7.47%
             June 28, 1996                      40,000,000         8.41%
             December 30, 1996                  70,000,000         8.03%
                                              ------------

             Total                            $213,000,000


         Payment of  interest  and  repayment  of  principal  for these notes is
         subject to certain  conditions  and requires  approval by the Insurance
         Commissioner of the State of Connecticut.

         Interest expense on surplus notes was $10,087,347, $5,789,893 and 
         $3,016,905 for the  years  ended  December  31,  1996,  1995 and  1994,
         respectively.  Interest approved and paid during 1996 was $6,438,867. 
         Interest accrued at December 31, 1996 amounted to  $3,648,480, of which
         $2,080,680 has been approved and paid in 1997. The remaining $1,567,800
         was not approved for payment.  The 1995 and 1994 amounts were approved 
         at December 31, 1995 with stipulation that they be funded  through a
         capital contribution from the parent.


14.      SHORT-TERM BORROWING

         During 1993, the Company received a $10 million loan from Skandia AB, a
         Swedish affiliate.  Upon renewal during 1995 the loan became payable to
         the Parent  rather than  Skandia AB. The loan matures on March 10, 1997
         and bears interest at 6.46%.  The total interest expense to the Company
         was  $642,886,  $709,521 and $569,618 and for the years ended  December
         31, 1996, 1995 and 1994,  respectively,  of which $206,361 and $219,375
         was payable as of December 31, 1996 and 1995, respectively.


15.      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
         8.5% to 1% for contracts held less than 8 years.





<PAGE>



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

             Notes to Consolidated Financial Statements (continued)



16.      QUARTERLY FINANCIAL DATA (UNAUDITED)

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

                                                                            Three Months Ended
         <S>                                       <C>                 <C>                <C>                <C>               
                1996                                  March 31            June 30          September 30       December 31
                ----                                 -----------        -----------        ------------       -----------

         Premiums and other insurance
            revenues                                 $16,605,765        $20,452,733         $22,366,166       $26,933,702
         Net investment income                           455,022            282,926             270,092           577,779
         Net realized capital gains                       92,072             13,106               5,606            23,679
                                                     -----------        -----------         -----------       -----------
         Total revenues                              $17,152,859        $20,748,765         $22,641,864       $27,535,160
                                                     ===========        ===========         ===========       ===========

         Benefits and expenses                       $12,725,411        $ 9,429,735         $17,007,137       $25,191,857
                                                     ===========        ===========         ===========       ===========

         Net income                                  $ 2,658,941        $ 7,695,490         $ 2,538,513       $14,470,976
                                                     ===========        ===========        ============       ===========
</TABLE>
<TABLE>
<CAPTION>


                                                                              Three Months Ended
         <S>                                       <C>                 <C>               <C>                 <C>
                1995                                  March 31            June 30          September 30       December 31
                ----                                -----------         -----------        ------------       -----------

         Premiums and other insurance
            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)
                                                    ===========         ===========         ===========       ===========
</TABLE>

<TABLE>
<CAPTION>

                                                                              Three Months Ended
         <S>                                        <C>                 <C>                <C>                <C>
                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>

         As described in Note 5, the  valuation  allowance  relating to deferred
         income  taxes was released  during the three months ended  December 31,
         1996.





<PAGE>
 
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 the
sub-accounts of American Skandia Life Assurance Corporation Variable Account
B -- Class 2, referred to in Note 1, as of December 31, 1996, 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 audits 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, 1996 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 the sub-accounts of American Skandia Life
Assurance Corporation Variable Account B -- Class 2, referred to in Note 1, as
of December 31, 1996, the results of their operations and the changes in their
net assets for the periods presented in conformity with generally accepted
accounting principles.
 
/s/DELOITTE & TOUCHE LLP
New York, New York
February 24, 1997

<PAGE>
 
AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
VARIABLE ACCOUNT B -- CLASS 2
 
STATEMENT OF ASSETS AND LIABILITIES
 
AS OF DECEMBER 31, 1996
- --------------------------------------------------------------------------------
 
<TABLE>
<S>                                                                                                             <C>
                                                           ASSETS
Investment in mutual funds at market value (Note 2):
    Neuberger & Berman Advisers Management Trust (NBAMT):
        Partners Portfolio - 400,857 shares (cost $6,169,436).................................................  $  6,606,120
    The Alger American Fund (AAF):
        Small Capitalization Portfolio - 165,789 shares (cost $6,862,310).....................................     6,782,427
        Growth Portfolio - 258,503 shares (cost $8,586,935)...................................................     8,874,420
        MidCap Growth Portfolio - 242,750 shares (cost $5,105,896)............................................     5,182,707
    American Skandia Trust (AST):
        Putnam International Equity Portfolio - 260,464 shares (cost $4,746,291)..............................     5,006,120
        Founders Passport Portfolio - 275,092 shares (cost $3,153,578)........................................     3,199,320
        Lord Abbett Growth and Income Portfolio - 599,115 shares (cost $9,415,732)............................    10,286,806
        JanCap Growth Portfolio - 507,191 shares (cost $9,312,938)............................................     9,530,113
        Money Market Portfolio - 14,403,702 shares (cost $14,403,702).........................................    14,403,702
        Federated Utility Income Portfolio - 103,234 shares (cost $1,217,597).................................     1,324,495
        Federated High Yield Portfolio - 455,743 shares (cost $5,118,398).....................................     5,528,158
        Putnam Balanced Portfolio - 187,570 shares (cost $2,325,661)..........................................     2,474,053
        T. Rowe Price Asset Allocation Portfolio - 83,687 shares (cost $1,016,174)............................     1,110,530
        T. Rowe Price International Equity Portfolio - 939,232 shares (cost $10,894,831)......................    11,336,534
        T. Rowe Price International Bond Portfolio - 217,293 shares (cost $2,266,919).........................     2,368,496
        T. Rowe Price Natural Resources Portfolio - 138,703 shares (cost $1,941,580)..........................     2,007,038
        Founders Capital Appreciation Portfolio - 270,309 shares (cost $4,442,842)............................     4,541,187
        INVESCO Equity Income Portfolio - 291,810 shares (cost $3,686,542)....................................     4,082,421
        PIMCO Total Return Bond Portfolio - 1,256,159 shares (cost $13,640,662)...............................    13,955,932
        PIMCO Limited Maturity Bond Portfolio - 420,977 shares (cost $4,427,749)..............................     4,550,763
        Berger Capital Growth Portfolio - 99,060 shares (cost $1,419,080).....................................     1,425,467
        Robertson Stephens Value + Growth Portfolio - 119,108 shares (cost $1,287,034)........................     1,308,993
    Montgomery Variable Series (Montgomery)
        Emerging Markets Fund - 38,012 shares (cost $397,440).................................................       404,834
                                                                                                                ------------
                Total Invested Assets.........................................................................   126,290,636
Receivable from American Skandia Life Assurance Corporation...................................................       213,120
                                                                                                                ------------
                Total Assets..................................................................................  $126,503,756
                                                                                                                ============
</TABLE>
 
- --------------------------------------------------------------------------------
See Notes to Financial Statements.
 
                                        2

<PAGE>
 
AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
VARIABLE ACCOUNT B -- CLASS 2
 
STATEMENT OF ASSETS AND LIABILITIES (CONCLUDED)
 
AS OF DECEMBER 31, 1996
- --------------------------------------------------------------------------------
 
<TABLE>
<S>                                                                                                                 <C>
                                                        LIABILITIES
Payable to American Skandia Trust.................................................................................  $ 58,465
Payable to Neuberger & Berman Advisers Management Trust...........................................................    89,931
Payable to Alger American Fund....................................................................................    64,927
                                                                                                                    --------
                Total Liabilities.................................................................................  $213,323
                                                                                                                    --------
                                                                  
                                                             NET ASSETS
</TABLE>
 
<TABLE>
<CAPTION>
                                                                                                          UNIT
CONTRACTOWNERS' EQUITY                                                                       UNITS       VALUE
- ----------------------                                                                     ---------     ------
<S>                                                                                        <C>           <C>        <C>
    NBAMT - Partners...................................................................      425,664     $15.52     $  6,606,120
    AAF - Small Capitalization.........................................................      462,016      14.68        6,782,427
    AAF - Growth.......................................................................      569,960      15.57        8,874,420
    AAF - MidCap Growth................................................................      315,296      16.44        5,182,707
    AST - Putnam International Equity..................................................      408,066      12.27        5,006,120
    AST - Founders Passport............................................................      278,460      11.49        3,199,242
    AST - Lord Abbett Growth and Income................................................      671,510      15.32       10,286,806
    AST - JanCap Growth................................................................      574,520      16.59        9,530,113
    AST - Money Market.................................................................    1,292,931      11.14       14,403,702
    AST - Federated Utility Income.....................................................      103,416      12.81        1,324,495
    AST - Federated High Yield.........................................................      433,739      12.75        5,528,158
    AST - Putnam Balanced..............................................................      186,453      13.27        2,474,053
    AST - T. Rowe Price Asset Allocation...............................................       82,655      13.44        1,110,530
    AST - T. Rowe Price International Equity...........................................      959,467      11.82       11,336,534
    AST - T. Rowe Price International Bond.............................................      213,216      11.11        2,368,496
    AST - T. Rowe Price Natural Resources..............................................      140,275      14.31        2,006,988
    AST - Founders Capital Appreciation................................................      271,845      16.71        4,541,187
    AST - INVESCO Equity Income........................................................      283,889      14.38        4,082,421
    AST - PIMCO Total Return Bond......................................................    1,203,159      11.60       13,955,932
    AST - PIMCO Limited Maturity Bond..................................................      424,713      10.71        4,550,763
    AST - Berger Capital Growth........................................................      100,758      14.15        1,425,432
    AST - Robertson Stephens Value + Growth............................................      119,830      10.92        1,308,993
    Montgomery Emerging Markets........................................................       39,355      10.29          404,794
                                                                                                                    ------------
                Total Net Assets.......................................................                             $126,290,433
                                                                                                                    ============
</TABLE>
 
- --------------------------------------------------------------------------------
 
                                        3

<PAGE>
 
AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
VARIABLE ACCOUNT B -- CLASS 2
 
STATEMENT OF OPERATIONS
 
FOR THE PERIODS ENDED DECEMBER 31, 1996
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                              CLASS 2 SUB-ACCOUNTS INVESTING IN:
                                                              -------------------------------------------------------------------
                                                                                   NBAMT           AAF - SMALL
                                                                 TOTAL            PARTNERS        CAPITALIZATION       AAF GROWTH
                                                              ------------       ----------       --------------       ----------
<S>                                                           <C>                <C>              <C>                  <C>
INVESTMENT INCOME:
  Income
    Dividends...............................................  $  1,567,398       $    9,869        $          0        $    5,412
  Expenses
    Mortality and Expense Risks Charges and Administrative
      Fees (Note 4).........................................    (1,027,070)         (42,355)            (64,449)          (76,489)
                                                              ------------       ----------        ------------        ----------
NET INVESTMENT INCOME (LOSS)................................       540,328          (32,486)            (64,449)          (71,077)
                                                              ------------       ----------        ------------        ----------
REALIZED GAIN (LOSS) ON INVESTMENTS:
  Proceeds from Sales.......................................   375,187,584        6,772,325          67,136,977         7,919,716
  Cost of Securities Sold...................................   366,060,531        6,133,551          66,701,542         7,175,161
                                                              ------------       ----------        ------------        ----------
    Net Gain (Loss).........................................     9,127,053          638,774             435,435           744,555
  Capital Gain Distributions Received.......................     1,607,492          123,366              35,078           221,754
                                                              ------------       ----------        ------------        ----------
NET REALIZED GAIN (LOSS)....................................    10,734,545          762,140             470,513           966,309
UNREALIZED GAIN (LOSS) ON INVESTMENTS:
  Beginning of Period.......................................     3,578,518           46,158              30,900           263,943
  End of Period.............................................     4,451,309          436,684             (79,883)          287,485
                                                              ------------       ----------        ------------        ----------
NET UNREALIZED GAIN (LOSS)..................................       872,791          390,526            (110,783)           23,542
                                                              ------------       ----------        ------------        ----------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS........  $ 12,147,664       $1,120,180        $    295,281        $  918,774
                                                              ============       ==========        ============        ==========
</TABLE>
 
- --------------------------------------------------------------------------------
 
See Notes to Financial Statements.
 
* Date Operations Commenced.
 
                                        4

<PAGE>
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                              CLASS 2 SUB-ACCOUNTS INVESTING IN:
                                                              ------------------------------------------------------------------
                                                                               AST - PUTNAM                         AST - LORD
                                                              AAF - MIDCAP     INTERNATIONAL    AST - FOUNDERS     ABBETT GROWTH
                                                                 GROWTH           EQUITY           PASSPORT         AND INCOME
                                                              ------------     ------------     --------------     -------------

<S>                                                           <C>               <C>               <C>               <C>
INVESTMENT INCOME:
  Income
    Dividends...............................................  $         0       $   89,569        $    6,043        $    82,715
  Expenses
    Mortality and Expense Risks Charges and Administrative
      Fees (Note 4).........................................      (45,413)         (51,647)          (26,441)           (80,750)
                                                              -----------       ----------        ----------         ----------
NET INVESTMENT INCOME (LOSS)................................      (45,413)          37,922           (20,398)             1,965
                                                              -----------       ----------        ----------         ----------
REALIZED GAIN (LOSS) ON INVESTMENTS:
  Proceeds from Sales.......................................   16,314,887        4,634,164         3,843,825          6,980,369
  Cost of Securities Sold...................................   15,890,465        4,446,281         3,608,724          6,127,010
                                                              -----------       ----------        ----------         ----------
    Net Gain (Loss).........................................      424,422          187,883           235,101            853,359
  Capital Gain Distributions Received.......................      108,978          105,417                 0            167,109
                                                              -----------       ----------        ----------         ----------
NET REALIZED GAIN (LOSS)....................................      533,400          293,300           235,101          1,020,468
UNREALIZED GAIN (LOSS) ON INVESTMENTS:
  Beginning of Period.......................................        7,083          161,629            (3,510)           475,761
  End of Period.............................................       76,811          259,829            45,742            871,074
                                                              -----------       ----------        ----------         ----------
NET UNREALIZED GAIN (LOSS)..................................       69,728           98,200            49,252            395,313
                                                              -----------       ----------        ----------         ----------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS........  $   557,715       $  429,422        $  263,955        $ 1,417,746
                                                              ===========       ==========        ==========         ==========
</TABLE>


<TABLE>
<CAPTION>                                                       
                                                                   
                                                                   
                                                                    CLASS 2 SUB-ACCOUNTS INVESTING IN:
                                                                    ---------------------------------
                                                                     AST - JANCAP        AST - MONEY
                                                                        GROWTH              MARKET
                                                                    -------------       -------------
<S>                                                                 <C>                <C>
INVESTMENT INCOME:
  Income
    Dividends...............................................         $     9,058       $   619,894
  Expenses
    Mortality and Expense Risks Charges and Administrative
      Fees (Note 4).........................................             (70,063)         (117,911)
                                                                     -----------       ------------
NET INVESTMENT INCOME (LOSS)................................             (61,005)          501,983
                                                                     -----------       ------------
REALIZED GAIN (LOSS) ON INVESTMENTS:
  Proceeds from Sales.......................................          20,966,290       151,682,698
  Cost of Securities Sold...................................          19,158,299       151,682,698
                                                                     -----------       ------------
    Net Gain (Loss).........................................           1,807,991                 0
  Capital Gain Distributions Received.......................             290,532             5,776
                                                                     -----------       ------------
NET REALIZED GAIN (LOSS)....................................           2,098,523             5,776
UNREALIZED GAIN (LOSS) ON INVESTMENTS:
  Beginning of Period.......................................             513,810                 0
  End of Period.............................................             217,175                 0
                                                                     -----------       ------------
NET UNREALIZED GAIN (LOSS)..................................            (296,635)                0
                                                                     -----------       ------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS........         $ 1,740,883       $   507,759
                                                                     ===========       ============

</TABLE>

- --------------------------------------------------------------------------------
 
See Notes to Financial Statements.
 
* Date Operations Commenced.
 
                                        5

<PAGE>
 
AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
VARIABLE ACCOUNT B -- CLASS 2
 
STATEMENT OF OPERATIONS (CONT'D)
 
FOR THE PERIODS ENDED DECEMBER 31, 1996
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                            CLASS 2 SUB-ACCOUNTS INVESTING IN:
                                                          ----------------------------------------------------------------------
                                                                                                                   AST - T. ROWE
                                                          AST - FEDERATED     AST - FEDERATED     AST - PUTNAM      PRICE ASSET
                                                          UTILITY INCOME        HIGH YIELD          BALANCED        ALLOCATION
                                                          ---------------     ---------------     ------------     -------------
<S>                                                       <C>                 <C>                 <C>              <C>
INVESTMENT INCOME:
  Income
    Dividends............................................   $    67,045         $   152,797        $   59,816        $  22,688
  Expenses
    Mortality and Expense Risks Charges and
      Administrative Fees (Note 4).......................       (14,253)            (38,289)          (26,825)         (10,764)
                                                            -----------         -----------        ----------        ---------
NET INVESTMENT INCOME (LOSS).............................        52,792             114,508            32,991           11,924
                                                            -----------         -----------        ----------        ---------
REALIZED GAIN (LOSS) ON INVESTMENTS:
  Proceeds from Sales....................................     2,994,459           2,356,263         1,524,529          813,363
  Cost of Securities Sold................................     2,876,207           2,109,915         1,369,689          672,818
                                                            -----------         -----------        ----------        ---------
    Net Gain (Loss)......................................       118,252             246,348           154,840          140,545
  Capital Gain Distributions Received....................             0                   0           101,187            3,905
                                                            -----------         -----------        ----------        ---------
NET REALIZED GAIN (LOSS).................................       118,252             246,348           256,027          144,450
UNREALIZED GAIN (LOSS) ON INVESTMENTS:
  Beginning of Period....................................       143,675             249,956           170,848          117,104
  End of Period..........................................       106,898             409,760           148,392           94,356
                                                            -----------         -----------        ----------        ---------
NET UNREALIZED GAIN (LOSS)...............................       (36,777)            159,804           (22,456)         (22,748)
                                                            -----------         -----------        ----------        ---------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS.....   $   134,267         $   520,660        $  266,562        $ 133,626
                                                            ===========         ===========        ==========        =========
</TABLE>
 
- --------------------------------------------------------------------------------
 
See Notes to Financial Statements.
 
* Date Operations Commenced.
 
                                        6

<PAGE>

- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                         CLASS 2 SUB-ACCOUNTS INVESTING IN:

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

                                                           AST - T. ROWE      AST - T. ROWE PRICE   AST - T. ROWE   AST - FOUNDERS
                                                        PRICE INTERNATIONAL      INTERNATIONAL      PRICE NATURAL      CAPITAL
                                                               EQUITY                BOND             RESOURCES      APPRECIATION
                                                        -------------------   -------------------   -------------   --------------
<S>                                                     <C>                  <C>                   <C>               <C>
INVESTMENT INCOME:
  Income
    Dividends..........................................   $    56,377         $    20,640          $       418       $     17,030
  Expenses
    Mortality and Expense Risks Charges and
      Administrative Fees (Note 4).....................       (88,323)            (18,311)              (8,108)           (36,421)
                                                          -----------         -----------          -----------       ------------
NET INVESTMENT INCOME (LOSS)...........................       (31,946)              2,329               (7,690)           (19,391)
                                                          -----------         -----------          -----------       ------------
REALIZED GAIN (LOSS) ON INVESTMENTS:
  Proceeds from Sales..................................    29,931,453           1,019,302            6,128,507         27,333,873
  Cost of Securities Sold..............................    28,956,281             984,736            5,950,558         26,482,109
                                                          -----------         -----------          -----------       ------------
    Net Gain (Loss)....................................       975,172              34,566              177,949            851,764
  Capital Gain Distributions Received..................             0              26,170                  490             34,491
                                                          -----------         -----------          -----------       ------------
NET REALIZED GAIN (LOSS)...............................       975,172              60,736              178,439            886,255
UNREALIZED GAIN (LOSS) ON INVESTMENTS:
  Beginning of Period..................................       174,263              46,583                8,578             72,657
  End of Period........................................       441,703             101,577               65,458             98,345
                                                          -----------         -----------          -----------       ------------
NET UNREALIZED GAIN (LOSS).............................       267,440              54,994               56,880             25,688
                                                          -----------         -----------          -----------       ------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS...   $ 1,210,666         $   118,059          $   227,629       $    892,552
                                                          ===========         ===========          ===========       ============
</TABLE>



<TABLE>
<CAPTION>
                                                              CLASS 2 SUB-ACCOUNTS INVESTING IN:

                                                              ----------------------------------
                                                                                     AST - PIMCO
                                                              AST - INVESCO         TOTAL RETURN
                                                              EQUITY INCOME             BOND
                                                              --------------        - ----------
<S>                                                           <C>                    <C>
INVESTMENT INCOME:
  Income
    Dividends..........................................         $   69,496           $  257,359
  Expenses
    Mortality and Expense Risks Charges and
      Administrative Fees (Note 4).....................            (37,286)            (114,360)
                                                                ----------            ---------
NET INVESTMENT INCOME (LOSS)...........................             32,210              142,999
                                                                ----------            ---------
REALIZED GAIN (LOSS) ON INVESTMENTS:
  Proceeds from Sales..................................          2,863,150            5,642,946
  Cost of Securities Sold..............................          2,439,880            5,317,021
                                                                ----------            ---------
    Net Gain (Loss)....................................            423,270              325,925
  Capital Gain Distributions Received..................             94,033              282,246
                                                                ----------            ---------
NET REALIZED GAIN (LOSS)...............................            517,303              608,171
UNREALIZED GAIN (LOSS) ON INVESTMENTS:
  Beginning of Period..................................            338,504              627,375
  End of Period........................................            395,879              315,270
                                                                ----------            ---------
NET UNREALIZED GAIN (LOSS).............................             57,375             (312,105)
                                                                ----------            ---------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS...         $  606,888           $  439,065
                                                                ==========            =========
</TABLE>
 
- --------------------------------------------------------------------------------
 
See Notes to Financial Statements.
 
* Date Operations Commenced.
 
                                        7

<PAGE>
 
AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
VARIABLE ACCOUNT B -- CLASS 2
 
STATEMENT OF OPERATIONS (CONCLUDED)
 
FOR THE PERIODS ENDED DECEMBER 31, 1996
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                             CLASS 2 SUB-ACCOUNTS INVESTING IN:
                                                           ----------------------------------------------------------------------
                                                                                               AST - ROBERTSON
                                                                                                  STEPHENS          MONTGOMERY
                                                             AST - PIMCO                       VALUE + GROWTH    EMERGING MARKETS
                                                           LIMITED MATURITY    AST - BERGER     (MAY 23* THRU     (MAY 19* THRU
                                                                 BOND         CAPITAL GROWTH   DEC. 31, 1996)     DEC. 31, 1996)
                                                           ----------------   --------------   ---------------   ----------------
<S>                                                        <C>                <C>              <C>               <C>
INVESTMENT INCOME:
  Income
    Dividends.............................................    $   17,438        $    2,686        $       0          $  1,048
  Expenses
    Mortality and Expense Risks Charges and Administrative
      Fees (Note 4).......................................       (43,493)          (10,778)          (2,941)           (1,400)
                                                              ----------        ----------        ---------         ---------
NET INVESTMENT INCOME (LOSS)..............................       (26,055)           (8,092)          (2,941)             (352)
                                                              ----------        ----------        ---------         ---------
REALIZED GAIN (LOSS) ON INVESTMENT:
  Proceeds from Sales.....................................     4,878,847         2,659,335          569,847           220,459
  Cost of Securities Sold.................................     4,793,786         2,414,014          547,411           222,375
                                                              ----------        ----------        ---------         ---------
    Net Gain (Loss).......................................        85,061           245,321           22,436            (1,916)
  Capital Gain Distributions Received.....................         6,960                 0                0                 0
                                                              ----------        ----------        ---------         ---------
NET REALIZED GAIN (LOSS)..................................        92,021           245,321           22,436            (1,916)
UNREALIZED GAIN (LOSS) ON INVESTMENTS:
  Beginning of Period.....................................        32,616           100,585                0                 0
  End of Period...........................................       123,014             6,387           21,959             7,394
                                                              ----------        ----------        ---------         ---------
UNREALIZED GAIN (LOSS)....................................        90,398           (94,198)          21,959             7,394
                                                              ----------        ----------        ---------         ---------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS......    $  156,364        $  143,031        $  41,454          $  5,126
                                                              ==========        ==========        =========         =========
</TABLE>
 
- --------------------------------------------------------------------------------
 
See Notes to Financial Statements.
 
* Date Operations Commenced.
 
                                        8

<PAGE>
 
                      [THIS PAGE INTENTIONALLY LEFT BLANK]
 
                                        9

<PAGE>
 
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, 1996       DEC. 31, 1995       DEC. 31, 1996       DEC. 31, 1995
                                                        -------------       -------------       -------------       -------------
<S>                                                     <C>                 <C>                 <C>                 <C>
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
  Net Investment Income (Loss)........................  $    540,328         $   555,257         $         0         $    (9,224)
  Net Realized Gain (Loss)............................    10,734,545           5,890,840                   0             318,256
  Net Unrealized Gain (Loss) On Investments...........       872,791           3,497,440                   0              (8,784)
                                                         -----------         -----------         -----------          ----------
  Net Increase (Decrease) In Net Assets Resulting From
    Operations........................................    12,147,664           9,943,537                   0             300,248
                                                         -----------         -----------         -----------          ----------
CAPITAL SHARE TRANSACTIONS:
  Transfers of Annuity Fund Deposits..................    55,211,471          41,366,505                   0             249,123
  Net Transfers Between Sub-accounts..................             0                   0                   0          (1,107,325)
  Surrenders..........................................   (25,759,045)        (10,154,466)                  0            (172,730)
                                                         -----------         -----------         -----------          ----------
  Net Increase (Decrease) In Net Assets
    Resulting From Capital Share Transactions.........    29,452,426          31,212,039                   0          (1,030,932)
                                                         -----------         -----------         -----------          ----------
TOTAL INCREASE (DECREASE) IN NET ASSETS...............    41,600,090          41,155,576                   0            (730,684)
NET ASSETS:
  Beginning of Period.................................    84,690,343          43,534,767                   0             730,684
                                                         -----------         -----------         -----------          ----------
  End of Period.......................................  $126,290,433         $84,690,343         $         0         $         0
                                                         ===========         ===========         ===========          ==========
</TABLE>
 
- --------------------------------------------------------------------------------
 
See Notes to Financial Statements.
 
* Date Operations Commenced.
 
                                       10

<PAGE>
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                             CLASS 2 SUB-ACCOUNTS INVESTING IN:
                                                          -------------------------------------------------------------------
                                                                  NBAMT - LIMITED                          NBAMT
                                                                   MATURITY BOND                         BALANCED
                                                          -------------------------------     -------------------------------
                                                           YEAR ENDED        YEAR ENDED        YEAR ENDED        YEAR ENDED
                                                          DEC. 31, 1996     DEC. 31, 1995     DEC. 31, 1996     DEC. 31, 1995
                                                          -------------     -------------     -------------     -------------
<S>                                                       <C>               <C>               <C>               <C>
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
  Net Investment Income (Loss)........................     $         0       $   100,627       $         0       $     8,713
  Net Realized Gain (Loss)............................               0           120,258                 0           234,012
  Net Unrealized Gain (Loss) On Investments...........               0           (13,949)                0             8,253
                                                           -----------       -----------       -----------       -----------
  Net Increase (Decrease) In Net Assets Resulting From
    Operations........................................               0           206,936                 0           250,978
                                                           -----------       -----------       -----------       -----------
CAPITAL SHARE TRANSACTIONS:
  Transfers of Annuity Fund Deposits..................               0         1,140,483                 0           284,133
  Net Transfers Between Sub-accounts..................               0        (3,293,409)                0        (1,369,431)
  Surrenders..........................................               0          (336,036)                0          (105,668)
                                                           -----------       -----------       -----------       -----------
  Net Increase (Decrease) In Net Assets
    Resulting From Capital Share Transactions.........               0        (2,488,962)                0        (1,190,966)
                                                           -----------       -----------       -----------       -----------
TOTAL INCREASE (DECREASE) IN NET ASSETS...............               0        (2,282,026)                0          (939,988)
NET ASSETS:
  Beginning of Period.................................               0         2,282,026                 0           939,988
                                                           -----------       -----------       -----------       -----------
  End of Period.......................................     $         0       $         0       $         0       $         0
                                                           ===========       ===========       ===========       ===========
 
<CAPTION>
                                                                             CLASS 2 SUB-ACCOUNTS INVESTING IN:
                                                            -------------------------------------------------------------------
                                                                         NBAMT                             AAF  SMALL
                                                                       PARTNERS                           CAPITALIZATION
                                                            -------------------------------     -------------------------------
                                                             YEAR ENDED       JUN. 12* THRU      YEAR ENDED        YEAR ENDED
                                                            DEC. 31, 1996     DEC. 31, 1995     DEC. 31, 1996     DEC. 31, 1995
                                                            -------------     -------------     -------------     -------------
<S>                                                         <C>               <C>               <C>               <C>
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
  Net Investment Income (Loss)........................       $   (32,486)      $    (3,299)      $   (64,449)      $   (27,252)
  Net Realized Gain (Loss)............................           762,140            12,103           470,513         1,015,080
  Net Unrealized Gain (Loss) On Investments...........           390,526            46,158          (110,783)          (65,649)
                                                             -----------       -----------       -----------       -----------
  Net Increase (Decrease) In Net Assets Resulting From
    Operations........................................         1,120,180            54,962           295,281           922,179
                                                             -----------       -----------       -----------       -----------
CAPITAL SHARE TRANSACTIONS:
  Transfers of Annuity Fund Deposits..................         1,753,409           425,638         1,788,314         1,553,855
  Net Transfers Between Sub-accounts..................         1,820,705         2,305,986         1,519,731           607,263
  Surrenders..........................................          (868,668)           (6,092)       (1,390,196)         (377,209)
                                                             -----------       -----------       -----------       -----------
  Net Increase (Decrease) In Net Assets
    Resulting From Capital Share Transactions.........         2,705,446         2,725,532         1,917,849         1,783,909
                                                             -----------       -----------       -----------       -----------
TOTAL INCREASE (DECREASE) IN NET ASSETS...............         3,825,626         2,780,494         2,213,130         2,706,088
NET ASSETS:
  Beginning of Period.................................         2,780,494                 0         4,569,297         1,863,209
                                                             -----------       -----------       -----------       -----------
  End of Period.......................................       $ 6,606,120       $ 2,780,494       $ 6,782,427       $ 4,569,297
                                                             ===========       ===========       ===========       ===========
</TABLE>
 
- --------------------------------------------------------------------------------
 
See Notes to Financial Statements.
 
* Date Operations Commenced.
 
                                       11

<PAGE>
 
AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
VARIABLE ACCOUNT B -- CLASS 2
 
STATEMENTS OF CHANGES IN NET ASSETS
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                           CLASS 2 SUB-ACCOUNTS INVESTING IN:
                                                        -------------------------------------------------------------------------
                                                                       AAF                                AAF - MIDCAP
                                                                     GROWTH                                  GROWTH
                                                        ---------------------------------       ---------------------------------
                                                         YEAR ENDED          YEAR ENDED          YEAR ENDED          YEAR ENDED
                                                        DEC. 31, 1996       DEC. 31, 1995       DEC. 31, 1996       DEC. 31, 1995
                                                        -------------       -------------       -------------       -------------
<S>                                                     <C>                 <C>                 <C>                 <C>
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
  Net Investment Income (Loss)........................   $   (71,077)        $   (20,259)        $   (45,413)        $   (13,020)
  Net Realized Gain (Loss)............................       966,309             402,867             533,400             359,458
  Net Unrealized Gain (Loss) On Investments...........        23,542             185,826              69,728             (22,628)
                                                         -----------         -----------         -----------          ----------
  Net Increase (Decrease) In Net Assets Resulting From
    Operations........................................       918,774             568,434             557,715             323,810
                                                         -----------         -----------         -----------          ----------
CAPITAL SHARE TRANSACTIONS:
  Transfers of Annuity Fund Deposits..................     2,670,879           1,852,564           1,443,610           1,602,947
  Net Transfers Between Sub-accounts..................        (5,210)          3,091,666           1,392,250             658,117
  Surrenders..........................................    (1,731,694)           (314,980)         (1,238,393)           (190,122)
                                                         -----------         -----------         -----------          ----------
  Net Increase (Decrease) In Net Assets
    Resulting From Capital Share Transactions.........       933,975           4,629,250           1,597,467           2,070,942
                                                         -----------         -----------         -----------          ----------
TOTAL INCREASE (DECREASE) IN NET ASSETS...............     1,852,749           5,197,684           2,155,182           2,394,752
NET ASSETS:
  Beginning of Period.................................     7,021,671           1,823,987           3,027,525             632,773
                                                         -----------         -----------         -----------          ----------
  End of Period.......................................   $ 8,874,420         $ 7,021,671         $ 5,182,707         $ 3,027,525
                                                         ===========         ===========         ===========          ==========
</TABLE>
 
- --------------------------------------------------------------------------------
 
See Notes to Financial Statements.
 
* Date Operations Commenced.
 
                                       12

<PAGE>
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                          CLASS 2 SUB-ACCOUNTS INVESTING IN:
                                                          -------------------------------------------------------------------
                                                                   AST - PUTNAM                       AST - FOUNDERS
                                                               INTERNATIONAL EQUITY                      PASSPORT
                                                          -------------------------------     -------------------------------
                                                           YEAR ENDED        YEAR ENDED        YEAR ENDED        MAY 1* THRU
                                                          DEC. 31, 1996     DEC. 31, 1995     DEC. 31, 1996     DEC. 31, 1995
                                                          -------------     -------------     -------------     -------------
<S>                                                       <C>               <C>               <C>               <C>               
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
  Net Investment Income (Loss)........................    $    37,922       $   (19,083)      $   (20,398)      $    (3,035)
  Net Realized Gain (Loss)............................        293,300           (50,447)          235,101             4,501
  Net Unrealized Gain (Loss) On Investments...........         98,200           224,005            49,252            (3,510)
                                                          -----------       -----------       -----------       -----------
  Net Increase (Decrease) In Net Assets Resulting From                                                                     
    Operations........................................        429,422           154,475           263,955            (2,044)
                                                          -----------       -----------       -----------       -----------
CAPITAL SHARE TRANSACTIONS:                               
  Transfers of Annuity Fund Deposits..................      1,391,140           502,827         1,063,401           735,596
  Net Transfers Between Sub-accounts..................       (583,996)        2,930,457           974,405           686,043
  Surrenders..........................................     (1,340,672)         (541,960)         (519,444)           (2,670)
                                                          -----------       -----------       -----------       -----------
  Net Increase (Decrease) In Net Assets                   
    Resulting From Capital Share Transactions.........       (533,528)        2,891,324         1,518,362         1,418,969
                                                          -----------       -----------       -----------       -----------
TOTAL INCREASE (DECREASE) IN NET ASSETS...............       (104,106)        3,045,799         1,782,317         1,416,925
NET ASSETS:                                               
  Beginning of Period.................................      5,110,226         2,064,427         1,416,925                 0
                                                          -----------       -----------       -----------       -----------
  End of Period.......................................    $ 5,006,120       $ 5,110,226       $ 3,199,242       $ 1,416,925
                                                          ===========       ===========       ===========       ===========

<CAPTION>
                                                                          CLASS 2 SUB-ACCOUNTS INVESTING IN:
                                                          -------------------------------------------------------------------
                                                                 AST - LORD ABBETT                        AST
                                                                 GROWTH AND INCOME                   JANCAP GROWTH
                                                          -------------------------------     ------------------------------
                                                           YEAR ENDED        YEAR ENDED        YEAR ENDED       YEAR ENDED
                                                          DEC. 31, 1996     DEC. 31, 1995     DEC. 31, 1996    DEC. 31, 1995
                                                          -------------     -------------     -------------    -------------
<S>                                                       <C>               <C>               <C>              <C>
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
  Net Investment Income (Loss)........................    $     1,965       $     6,418       $   (61,005)     $   (13,547)
  Net Realized Gain (Loss)............................      1,020,468           421,029         2,098,523          184,745
  Net Unrealized Gain (Loss) On Investments...........        395,313           452,371          (296,635)         512,327
                                                          -----------       -----------       -----------      -----------
  Net Increase (Decrease) In Net Assets Resulting From    
    Operations........................................      1,417,746           879,818         1,740,883          683,525
                                                          -----------       -----------       -----------      -----------
CAPITAL SHARE TRANSACTIONS:                               
  Transfers of Annuity Fund Deposits..................      2,495,239         1,668,658         2,468,165        1,244,816
  Net Transfers Between Sub-accounts..................      1,131,309         1,893,405         2,308,853        1,692,035
  Surrenders..........................................     (1,252,199)         (377,686)       (2,004,892)        (395,583)
                                                          -----------       -----------       -----------      -----------
  Net Increase (Decrease) In Net Assets                   
    Resulting From Capital Share Transactions.........      2,374,349         3,184,377         2,772,126        2,541,268
                                                          -----------       -----------       -----------      -----------
TOTAL INCREASE (DECREASE) IN NET ASSETS...............      3,792,095         4,064,195         4,513,009        3,224,793
NET ASSETS:                                               
  Beginning of Period.................................      6,494,711         2,430,516         5,017,104        1,792,311
                                                          -----------       -----------       -----------      -----------
  End of Period.......................................    $10,286,806       $ 6,494,711       $ 9,530,113      $ 5,017,104
                                                          ===========       ===========       ===========      ===========
</TABLE>

- --------------------------------------------------------------------------------
 
See Notes to Financial Statements.
 
* Date Operations Commenced.
 
                                       13

<PAGE>
 
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 - FEDERATED
                                                                  MONEY MARKET                           UTILITY INCOME
                                                        ---------------------------------       ---------------------------------
                                                         YEAR ENDED          YEAR ENDED          YEAR ENDED          YEAR ENDED
                                                        DEC. 31, 1996       DEC. 31, 1995       DEC. 31, 1996       DEC. 31, 1995
                                                        -------------       -------------       -------------       -------------
<S>                                                     <C>                 <C>                 <C>                 <C>
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
  Net Investment Income (Loss)........................  $    501,983        $    403,040         $    52,792         $    35,295
  Net Realized Gain (Loss)............................         5,776                   0             118,252              86,997
  Net Unrealized Gain (Loss) On Investments...........             0                   0             (36,777)            154,937
                                                        ------------        ------------          ----------          ----------
  Net Increase (Decrease) In Net Assets Resulting From
    Operations........................................       507,759             403,040             134,267             277,229
                                                        ------------        ------------          ----------          ----------
CAPITAL SHARE TRANSACTIONS:
  Transfers of Annuity Fund Deposits..................    24,653,319          17,791,010             106,504             319,742
  Net Transfers Between Sub-accounts..................   (15,809,346)        (14,985,879)           (324,626)            795,403
  Surrenders..........................................    (5,315,782)         (1,856,209)           (503,562)           (282,918)
                                                        ------------        ------------          ----------          ----------
  Net Increase (Decrease) In Net Assets
    Resulting From Capital Share Transactions.........     3,528,191             948,922            (721,684)            832,227
                                                        ------------        ------------          ----------          ----------
TOTAL INCREASE (DECREASE) IN NET ASSETS...............     4,035,950           1,351,962            (587,417)          1,109,456
NET ASSETS:
  Beginning of Period.................................    10,367,752           9,015,790           1,911,912             802,456
                                                        ------------        ------------          ----------          ----------
  End of Period.......................................  $ 14,403,702        $ 10,367,752         $ 1,324,495         $ 1,911,912
                                                        ============        ============          ==========          ==========
</TABLE>
 
- --------------------------------------------------------------------------------
 
See Notes to Financial Statements.
 
* Date Operations Commenced.
 
                                       14

<PAGE>

- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                             CLASS 2 SUB-ACCOUNTS INVESTING IN:
- ----------------------------------------------------------------------------------------------------------------------------
                                                                              
                                                                           
                                                               AST - FEDERATED                      AST - PUTNAM               
                                                                  HIGH YIELD                           BALANCED                 
                                                         -------------------------------     -------------------------------     
                                                          YEAR ENDED        YEAR ENDED        YEAR ENDED        YEAR ENDED       
                                                         DEC. 31, 1996     DEC. 31, 1995     DEC. 31, 1996     DEC. 31, 1995     
                                                         -------------     -------------     -------------     -------------     
<S>                                                     <C>               <C>               <C>               <C>               
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
  Net Investment Income (Loss)........................    $   114,508       $    36,775       $    32,991       $    18,429
  Net Realized Gain (Loss)............................        246,348            94,485           256,027            39,693
  Net Unrealized Gain (Loss) On Investments...........        159,804           253,131           (22,456)          162,279
                                                           ----------        ----------        ----------        ----------
  Net Increase (Decrease) In Net Assets Resulting From        520,660           384,391           266,562           220,401
    Operations........................................     ----------        ----------        ----------        ----------
                                                            1,315,835         1,084,243           321,006           145,633
CAPITAL SHARE TRANSACTIONS:                                 1,150,445         1,503,618          (321,244)        1,766,825
  Transfers of Annuity Fund Deposits..................       (857,167)         (744,530)         (678,425)         (385,500)
  Net Transfers Between Sub-accounts..................     ----------        ----------        ----------        ----------
  Surrenders..........................................      1,609,113         1,843,331          (678,663)        1,526,958
                                                           ----------        ----------        ----------        ----------
  Net Increase (Decrease) In Net Assets                     2,129,773         2,227,722          (412,101)        1,747,359
    Resulting From Capital Share Transactions.........      3,398,385         1,170,663         2,886,154         1,138,795
                                                           ----------        ----------        ----------        ----------
TOTAL INCREASE (DECREASE) IN NET ASSETS...............    $ 5,528,158       $ 3,398,385       $ 2,474,053       $ 2,886,154
NET ASSETS:                                                ==========        ==========        ==========        ==========
  Beginning of Period.................................
                                                      
  End of Period.......................................
- ---


<CAPTION>
                                                                     CLASS 2 SUB-ACCOUNTS INVESTING IN:
- ----------------------------------------------------------------------------------------------------------------------------
                                                             AST - PHOENIX                         AST - T. ROWE        
                                                             CAPITAL GROWTH                   PRICE ASSET  ALLOCATION    
                                                      -------------------------------     -------------    -------------    
                                                        YEAR ENDED        YEAR ENDED        YEAR ENDED       YEAR ENDED
                                                      DEC. 31, 1996     DEC. 31, 1995     DEC. 31, 1996    DEC. 31, 1995
                                                      -------------     -------------     -------------    -------------
<S>                                                   <C>               <C>               <C>              <C>
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
  Net Investment Income (Loss)........................  $         0        $    (615)       $    11,924     $     4,985
  Net Realized Gain (Loss)............................            0           56,753            144,450          35,938
  Net Unrealized Gain (Loss) On Investments...........            0            4,589            (22,748)        108,000
                                                         ----------        ---------         ----------      ----------
  Net Increase (Decrease) In Net Assets Resulting From 
    Operations........................................            0           60,727            133,626         148,923
                                                         ----------        ---------         ----------      ----------
CAPITAL SHARE TRANSACTIONS:                            
  Transfers of Annuity Fund Deposits..................            0           60,791            490,225         172,468
  Net Transfers Between Sub-accounts..................            0         (261,192)          (128,423)        229,988
  Surrenders..........................................            0          (74,041)          (460,908)       (201,312)
                                                         ----------        ---------         ----------      ----------
  Net Increase (Decrease) In Net Assets                
    Resulting From Capital Share Transactions.........            0         (274,442)           (99,106)        201,144
                                                         ----------        ---------         ----------      ----------
TOTAL INCREASE (DECREASE) IN NET ASSETS...............            0         (213,715)            34,520         350,067
NET ASSETS:                                            
  Beginning of Period.................................            0          213,715          1,076,010         725,943
                                                         ----------        ---------         ----------     -----------
  End of Period.......................................  $         0        $       0        $ 1,110,530     $ 1,076,010
                                                         ==========        =========         ==========      ==========

</TABLE>
 
See Notes to Financial Statements.
 
* Date Operations Commenced.

 
                                       15

<PAGE>
 
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 - T. ROWE PRICE                     AST - T. ROWE PRICE
                                                              INTERNATIONAL EQUITY                     INTERNATIONAL FUND
                                                        ---------------------------------       ---------------------------------
                                                         YEAR ENDED          YEAR ENDED          YEAR ENDED          YEAR ENDED
                                                        DEC. 31, 1996       DEC. 31, 1995       DEC. 31, 1996       DEC. 31, 1995
                                                        -------------       -------------       -------------       -------------
<S>                                                     <C>                 <C>                 <C>                 <C>
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
  Net Investment Income (Loss)........................   $   (31,946)        $   (31,360)        $     2,329         $      (276)
  Net Realized Gain (Loss)............................       975,172             189,759              60,736               5,671
  Net Unrealized Gain (Loss) On Investments...........       267,440             246,132              54,994              49,460
                                                         -----------          ----------          ----------          ----------
  Net Increase (Decrease) in Net Assets Resulting From
    Operations........................................     1,210,666             404,531             118,059              54,855
                                                         -----------          ----------          ----------          ----------
CAPITAL SHARE TRANSACTIONS:
  Transfers of Annuity Fund Deposits..................     3,165,312           1,831,025             915,037             507,501
  Net Transfers Between Sub-accounts..................     2,083,722           1,815,568             231,046             582,592
  Surrenders..........................................    (1,502,981)           (530,840)           (242,913)            (39,481)
                                                         -----------          ----------          ----------          ----------
  Net Increase (Decrease) in Net Assets
    Resulting From Capital Share Transactions.........     3,746,053           3,115,753             903,170           1,050,612
                                                         -----------          ----------          ----------          ----------
TOTAL INCREASE (DECREASE) IN NET ASSETS...............     4,956,719           3,520,284           1,021,229           1,105,467
NET ASSETS:
  Beginning of Period.................................     6,379,815           2,859,531           1,347,267             241,800
                                                         -----------          ----------          ----------          ----------
  End of Period.......................................   $11,336,534         $ 6,379,815         $ 2,368,496         $ 1,347,267
                                                         ===========          ==========          ==========          ==========
</TABLE>
 
- --------------------------------------------------------------------------------
 
See Notes to Financial Statements.
 
* Date Operations Commenced.
 
                                       16

<PAGE>
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                          CLASS 2 SUB-ACCOUNTS INVESTING IN:
                                                         --------------------------------------------------------------------
                                                             AST - T. ROWE PRICE                                          
                                                               NATURAL RESOURCES                    AST - FOUNDERS         
                                                         ------------------------------          CAPITAL APPRECIATION      
                                                                           MAY 19* THRU     -------------------------------
                                                          YEAR ENDED         DEC. 31,        YEAR ENDED        YEAR ENDED  
                                                         DEC. 31, 1996         1995         DEC. 31, 1996     DEC. 31, 1995
                                                         -------------     ------------     -------------     -------------
<S>                                                      <C>               <C>              <C>               <C>
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
  Net Investment Income (Loss)........................    $    (7,690)       $   (408)       $   (19,391)      $    (7,045)
  Net Realized Gain (Loss)............................        178,439             623            886,255           541,659
  Net Unrealized Gain (Loss) On Investments...........         56,880           8,578             25,688            18,540
                                                           ----------        --------         ----------        ----------
  Net Increase (Decrease) in Net Assets Resulting From
    Operations........................................        227,629           8,793            892,552           553,154
                                                           ----------        --------         ----------        ----------
CAPITAL SHARE TRANSACTIONS:                           
  Transfers of Annuity Fund Deposits..................        499,779          25,830            695,104           746,112
  Net Transfers Between Sub-accounts..................      1,123,429         268,840            361,745           984,142
  Surrenders..........................................       (146,207)         (1,105)          (523,510)         (197,318)
                                                           ----------        --------         ----------        ----------
  Net Increase (Decrease) in Net Assets               
    Resulting From Capital Share Transactions.........      1,477,001         293,565            533,339         1,532,936
                                                           ----------        --------         ----------        ----------
TOTAL INCREASE (DECREASE) IN NET ASSETS...............      1,704,630         302,358          1,425,891         2,086,090
NET ASSETS:
  Beginning of Period.................................        302,358               0          3,115,296         1,029,206
                                                           ----------        --------         ----------        ----------
  End of Period.......................................    $ 2,006,988        $302,358        $ 4,541,187       $ 3,115,296
                                                           ==========        ========         ==========        ==========

 
<CAPTION>
                                                                          CLASS 2 SUB-ACCOUNTS INVESTING IN:
                                                         -----------------------------------------------------------------
                                                                  AST - INVESCO                       AST - PIMCO
                                                                  EQUITY INCOME                    TOTAL RETURN BOND
                                                         -------------------------------     ------------     -------------
                                                          YEAR ENDED        YEAR ENDED        YEAR ENDED       YEAR ENDED
                                                         DEC. 31, 1996     DEC. 31, 1995     DEC. 31, 1996    DEC. 31, 1995
                                                         -------------     -------------     -------------    -------------
<S>                                                      <C>               <C>               <C>              <C>
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
  Net Investment Income (Loss)........................    $    32,210       $     1,405       $   142,999      $    18,798
  Net Realized Gain (Loss)............................        517,303           127,379           608,171           79,082
  Net Unrealized Gain (Loss) On Investments...........         57,375           349,846          (312,105)         639,196
                                                           ----------        ----------       -----------       ----------
  Net Increase (Decrease) in Net Assets Resulting From
    Operations........................................        606,888           478,630           439,065          737,076
                                                           ----------        ----------       -----------       ----------
CAPITAL SHARE TRANSACTIONS:
  Transfers of Annuity Fund Deposits..................      1,183,947           927,382         3,866,953        2,886,195
  Net Transfers Between Sub-accounts..................       (401,900)        1,068,051         2,717,770        4,398,745
  Surrenders..........................................       (942,233)         (287,508)       (2,647,351)        (913,097)
                                                           ----------        ----------       -----------       ----------
  Net Increase (Decrease) in Net Assets
    Resulting From Capital Share Transactions.........       (160,186)        1,707,925         3,937,372        6,371,843
                                                           ----------        ----------       -----------       ----------
TOTAL INCREASE (DECREASE) IN NET ASSETS...............        446,702         2,186,555         4,376,437        7,108,919
NET ASSETS:
  Beginning of Period.................................      3,635,719         1,449,164         9,579,495        2,470,576
                                                           ----------        ----------       -----------       ----------
  End of Period.......................................    $ 4,082,421       $ 3,635,719       $13,955,932      $ 9,579,495
                                                           ==========        ==========       ===========       ==========
</TABLE>
 
- --------------------------------------------------------------------------------
 
See Notes to Financial Statements.
 
* Date Operations Commenced.
 
                                       17

<PAGE>
 
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 - PIMCO LIMITED                         AST - EAGLE
                                                                  MATURITY BOND                           GROWTH EQUITY
                                                        ---------------------------------       ---------------------------------
                                                         YEAR ENDED          MAY 8* THRU         YEAR ENDED          YEAR ENDED
                                                        DEC. 31, 1996       DEC. 31, 1995       DEC. 31, 1996       DEC. 31, 1995
                                                        -------------       -------------       -------------       -------------
<S>                                                     <C>                 <C>                 <C>                 <C>
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
  Net Investment Income (Loss)........................   $   (26,055)        $    (3,646)         $       0           $    (628)
  Net Realized Gain (Loss)............................        92,021               2,172                  0              16,968
  Net Unrealized Gain (Loss) On Investments...........        90,398              32,616                  0                (571)
                                                                                                         --
                                                         -----------          ----------                               --------
  Net Increase (Decrease) In Net Assets Resulting From
    Operations........................................       156,364              31,142                  0              15,769
                                                                                                         --
                                                         -----------          ----------                               --------
CAPITAL SHARE TRANSACTIONS:
  Transfers of Annuity Fund Deposits..................     1,952,390             297,651                  0              22,262
  Net Transfers Between Sub-accounts..................      (351,846)          3,834,604                  0             (45,656)
  Surrenders..........................................    (1,360,357)             (9,185)                 0              (8,511)
                                                                                                         --
                                                         -----------          ----------                               --------
  Net Increase (Decrease) In Net Assets
    Resulting From Capital Share Transactions.........       240,187           4,123,070                  0             (31,905)
                                                                                                         --
                                                         -----------          ----------                               --------
TOTAL INCREASE (DECREASE) IN NET ASSETS...............       396,551           4,154,212                  0             (16,136)
NET ASSETS:
  Beginning of Period.................................     4,154,212                   0                  0              16,136
                                                                                                         --
                                                         -----------          ----------                               --------
  End of Period.......................................   $ 4,550,763         $ 4,154,212          $       0           $       0
                                                         ===========          ==========                 ==            ========
</TABLE>
 
- --------------------------------------------------------------------------------
 
See Notes to Financial Statements.
 
* Date Operations Commenced.
 
                                       18

<PAGE>
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                              CLASS 2 SUB-ACCOUNTS INVESTING IN:
- -------------------------------------------------------------------------------------------------------------
                                                                                              AST - ROBERTSON
                                                                   AST - BERGER                   STEPHENS
                                                                  CAPITAL GROWTH               VALUE + GROWTH
                                                          -------------------------------     ---------------
                                                           YEAR ENDED        YEAR ENDED         MAY 23* THRU
                                                          DEC. 31, 1996     DEC. 31, 1995      DEC. 31, 1996
                                                          -------------     -------------     ---------------
<S>                                                        <C>               <C>                 <C>
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
  Net Investment Income (Loss)........................     $    (8,092)      $    (5,289)        $   (2,941)
  Net Realized Gain (Loss)............................         245,321            39,803             22,436
  Net Unrealized Gain (Loss) On Investments...........         (94,198)          100,554             21,959
                                                           -----------       -----------         ----------
  Net Increase (Decrease) In Net Assets Resulting From
    Operations........................................         143,031           135,068             41,454
                                                           -----------       -----------         ----------
CAPITAL SHARE TRANSACTIONS:
  Transfers of Annuity Fund Deposits..................         670,780           337,296            185,569
  Net Transfers Between Sub-accounts..................        (312,426)          627,438          1,113,978
  Surrenders..........................................        (173,968)          (35,815)           (32,008)
                                                           -----------       -----------         ----------
  Net Increase (Decrease) In Net Assets
    Resulting From Capital Share Transactions.........         184,386           928,919          1,267,539
                                                           -----------       -----------         ----------
TOTAL INCREASE (DECREASE) IN NET ASSETS...............         327,417         1,063,987          1,308,993 
NET ASSETS:
  Beginning of Period.................................       1,098,015            34,028                  0 
                                                           -----------       -----------         ---------- 
  End of Period.......................................     $ 1,425,432       $ 1,098,015         $1,308,993 
                                                           ===========       ===========         ========== 

<CAPTION>




                                              CLASS 2 SUB-ACCOUNTS INVESTING IN:
- -----------------------------------------------------------------------------------------------------------------------------
                                                                                                               
                                                                      AVP                                   AVP
                                                                   ST MULTI-MKT                        PREMIER GROWTH
                                                          -------------------------------     -------------------------------
                                                           YEAR ENDED        YEAR ENDED        YEAR ENDED        YEAR ENDED
                                                          DEC. 31, 1996     DEC. 31, 1995     DEC. 31, 1996     DEC. 31, 1995
                                                          -------------     -------------     -------------     -------------
<S>                                                          <C>             <C>                <C>              <C>
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
  Net Investment Income (Loss)........................       $     0          $  (2,555)         $     0         $    (5,917)
  Net Realized Gain (Loss)............................             0             (3,664)               0             286,514
  Net Unrealized Gain (Loss) On Investments...........             0             20,879                0               3,688
                                                             -------          ---------          -------         -----------
  Net Increase (Decrease) In Net Assets Resulting From
    Operations........................................             0             14,660                0             284,285
                                                             -------          ---------          -------         -----------
CAPITAL SHARE TRANSACTIONS:
  Transfers of Annuity Fund Deposits..................             0             31,165                0             207,367
  Net Transfers Between Sub-accounts..................             0           (283,372)               0            (997,887)
  Surrenders..........................................             0            (41,818)               0            (224,679)
                                                             -------          ---------          -------         -----------
  Net Increase (Decrease) In Net Assets
    Resulting From Capital Share Transactions.........             0           (294,025)               0          (1,015,199)
                                                             -------          ---------          -------         -----------
TOTAL INCREASE (DECREASE) IN NET ASSETS...............             0           (279,365)               0            (730,914)
NET ASSETS:
  Beginning of Period.................................             0            279,365                0             730,914
                                                             -------          ---------          -------         -----------
  End of Period.......................................       $     0          $       0          $     0         $         0
                                                             =======          =========          =======         ===========
</TABLE>                                                 


- -------------------------------------------------------- 
See Notes to Financial Statements.

* Date Operations Commenced.
 
                                       19

<PAGE>
 
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
                                                                 GROWTH & INCOME                      HIGH GRADE SECURITIES
                                                        ---------------------------------       ---------------------------------
                                                         YEAR ENDED          YEAR ENDED          YEAR ENDED          YEAR ENDED
                                                        DEC. 31, 1996       DEC. 31, 1995       DEC. 31, 1996       DEC. 31, 1995
                                                        -------------       -------------       -------------       -------------
<S>                                                     <C>                 <C>                 <C>                 <C>
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
  Net Investment Income (Loss)........................     $     0            $   1,166            $     0            $   6,264
  Net Realized Gain (Loss)............................           0              204,460                  0              119,620
  Net Unrealized Gain (Loss) On Investments...........           0                5,287                  0                1,643
                                                           -------            ---------            -------            ---------
  Net Increase (Decrease) In Net Assets Resulting From
    Operations........................................           0              210,913                  0              127,527
                                                           -------            ---------            -------            ---------
CAPITAL SHARE TRANSACTIONS:
  Transfers of Annuity Fund Deposits..................           0              126,547                  0               66,402
  Net Transfers Between Sub-accounts..................           0             (926,998)                 0             (830,445)
  Surrenders..........................................           0              (72,002)                 0             (173,603)
                                                           -------            ---------            -------            ---------
  Net Increase (Decrease) In Net Assets Resulting From
    Capital Share Transactions........................           0             (872,453)                 0             (937,646)
                                                           -------            ---------            -------            ---------
TOTAL INCREASE (DECREASE) IN NET ASSETS...............           0             (661,540)                 0             (810,119)
NET ASSETS:
  Beginning of Period.................................           0              661,540                  0              810,119
                                                           -------            ---------            -------            ---------
  End of Period.......................................     $     0            $       0            $     0            $       0
                                                           =======            =========            =======            =========
</TABLE>
 
- --------------------------------------------------------------------------------
 
See Notes to Financial Statements.
 
* Date Operations Commenced.
 
                                       20

<PAGE>
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                              CLASS 2 SUB-ACCOUNTS INVESTING IN:
                                                          -------------------------------------------------------------------
                                                                        AVP                                 AVP              
                                                                   TOTAL RETURN                        INTERNATIONAL         
                                                          -------------------------------     -------------------------------
                                                           YEAR ENDED        YEAR ENDED        YEAR ENDED        YEAR ENDED  
                                                          DEC. 31, 1996     DEC. 31, 1995     DEC. 31, 1996     DEC. 31, 1995
                                                          -------------     -------------     -------------     -------------
<S>                                                       <C>               <C>               <C>               <C>
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
  Net Investment Income (Loss)........................    $       0         $    (428)        $       0         $  (1,668)
  Net Realized Gain (Loss)............................            0            27,033                 0             5,806
  Net Unrealized Gain (Loss) On Investments...........            0             2,375                 0            11,504
                                                           --------         ---------          --------         ---------
  Net Increase (Decrease) In Net Assets Resulting From
    Operations........................................            0            28,980                 0            15,642
                                                           --------         ---------          --------         ---------
CAPITAL SHARE TRANSACTIONS:                           
  Transfers of Annuity Fund Deposits..................            0            15,460                 0             3,176
  Net Transfers Between Sub-accounts..................            0          (166,251)                0          (320,600)
  Surrenders..........................................            0           (35,161)                0           (56,218)
                                                           --------         ---------          --------         ---------
  Net Increase (Decrease) In Net Assets Resulting From
    Capital Share Transactions........................            0          (185,952)                0          (373,642)
                                                           --------         ---------          --------         ---------
TOTAL INCREASE (DECREASE) IN NET ASSETS...............            0          (156,972)                0          (358,000)
NET ASSETS:                                           
  Beginning of Period.................................            0           156,972                 0           358,000
                                                           --------         ---------          --------         ---------
  End of Period.......................................    $       0         $       0         $       0         $       0
                                                           ========         =========          ========         =========
<CAPTION>
 


                                                                           CLASS 2 SUB-ACCOUNTS INVESTING IN:
                                                          ---------------------------------------------------------------------
                                                                       SVL                            SVL - CAPITAL
                                                                      BOND                                GROWTH
                                                          -------------------------------     ---------------------------------
                                                           YEAR ENDED        YEAR ENDED        YEAR ENDED          YEAR ENDED
                                                          DEC. 31, 1996     DEC. 31, 1995     DEC. 31, 1996       DEC. 31, 1995
                                                          -------------     -------------     -------------       -------------
<S>                                                       <C>               <C>               <C>                 <C>
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
  Net Investment Income (Loss)........................    $       0         $  36,885         $       0           $    (241)
  Net Realized Gain (Loss)............................            0            49,316                 0              30,414
  Net Unrealized Gain (Loss) On Investments...........            0            14,556                 0                (601)
                                                           --------         ---------          --------           ---------
  Net Increase (Decrease) In Net Assets Resulting From
    Operations........................................            0           100,757                 0              29,572
                                                           --------         ---------          --------           ---------
CAPITAL SHARE TRANSACTIONS:                           
  Transfers of Annuity Fund Deposits..................            0            81,738                 0               2,999
  Net Transfers Between Sub-accounts..................            0          (731,953)                0            (123,277)
  Surrenders..........................................            0          (163,053)                0             (42,330)
                                                           --------         ---------          --------           ---------
  Net Increase (Decrease) In Net Assets Resulting From
    Capital Share Transactions........................            0          (813,268)                0            (162,608)
                                                           --------         ---------          --------           ---------
TOTAL INCREASE (DECREASE) IN NET ASSETS...............            0          (712,511)                0            (133,036)
NET ASSETS:                                           
  Beginning of Period.................................            0           712,511                 0             133,036
                                                           --------         ---------          --------           ---------
  End of Period.......................................    $       0         $       0         $       0           $       0
                                                           ========         =========          ========           =========

</TABLE>
 
- --------------------------------------------------------------------------------
See Notes to Financial Statements.
 
* Date Operations Commenced.
 
                                       21

<PAGE>
 
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                                     SVL
                                                                    BALANCED                              INTERNATIONAL
                                                        ---------------------------------       ---------------------------------
                                                         YEAR ENDED          YEAR ENDED          YEAR ENDED          YEAR ENDED
                                                        DEC. 31, 1996       DEC. 31, 1995       DEC. 31, 1996       DEC. 31, 1995
                                                        -------------       -------------       -------------       -------------
<S>                                                     <C>                 <C>                 <C>                 <C>
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
  Net Investment Income (Loss)........................    $       0           $   1,023           $       0          $   (14,209)
  Net Realized Gain (Loss)............................            0              11,126                   0              188,293
  Net Unrealized Gain (Loss) On Investments...........            0                (569)                  0               37,761
                                                          ---------            --------           ---------          -----------
  Net Increase (Decrease) In Net Assets Resulting From
    Operations........................................            0              11,580                   0              211,845
                                                          ---------            --------           ---------          -----------
CAPITAL SHARE TRANSACTIONS:
  Transfers of Annuity Fund Deposits..................            0              20,059                   0              449,850
  Net Transfers Between Sub-accounts..................            0             (62,709)                  0           (1,691,446)
  Surrenders..........................................            0             (32,817)                  0             (269,216)
                                                          ---------            --------           ---------          -----------
  Net Increase (Decrease) In Net Assets
    Resulting From Capital Share Transactions.........            0             (75,467)                  0           (1,510,812)
                                                          ---------            --------           ---------          -----------
TOTAL INCREASE (DECREASE) IN NET ASSETS...............            0             (63,887)                  0           (1,298,967)
NET ASSETS:
  Beginning of Period.................................            0              63,887                   0            1,298,967
                                                          ---------            --------           ---------          -----------
  End of Period.......................................    $       0           $       0           $       0          $         0
                                                          =========            ========           =========          ===========
</TABLE>
 
- --------------------------------------------------------------------------------
 
See Notes to Financial Statements.
 
* Date Operations Commenced.
 
                                       22

<PAGE>
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                          CLASS 2 SUB-ACCOUNTS INVESTING IN:
                                                         -------------------------------------------------------------------
                                                                       JAS                          JAS - AGGRESSIVE          
                                                                      GROWTH                              GROWTH               
                                                         -------------------------------     -------------------------------  
                                                           YEAR ENDED        YEAR ENDED        YEAR ENDED        YEAR ENDED    
                                                         DEC. 31, 1996     DEC. 31, 1996     DEC. 31, 1996     DEC. 31, 1995  
                                                         -------------     -------------     -------------     -------------  
<S>                                                       <C>               <C>               <C>               <C>            
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
  Net Investment Income (Loss)........................      $       0         $   8,759         $       0        $     5,554
  Net Realized Gain (Loss)............................              0           165,083                 0            272,516
  Net Unrealized Gain (Loss) On Investments...........              0            (1,295)                0            (72,580)
                                                             --------         ---------          --------        -----------
  Net Increase (Decrease) In Net Assets Resulting From 
    Operations........................................              0           172,547                 0            205,490
                                                             --------         ---------          --------        -----------
CAPITAL SHARE TRANSACTIONS:                           
  Transfers of Annuity Fund Deposits..................              0           201,988                 0            190,963
  Net Transfers Between Sub-accounts..................              0          (648,651)                0         (1,134,726)
  Surrenders..........................................              0           (88,402)                0           (104,507)
                                                             --------         ---------          --------        -----------
  Net Increase (Decrease) In Net Assets               
    Resulting From Capital Share Transactions.........              0          (535,065)                0         (1,048,270)
                                                             --------         ---------          --------        -----------
TOTAL INCREASE (DECREASE) IN NET ASSETS...............              0          (362,518)                0           (842,780)
NET ASSETS:                                           
  Beginning of Period.................................              0           362,518                 0            842,780
                                                             --------         ---------          --------        -----------
  End of Period.......................................      $       0         $       0         $       0        $         0
                                                             ========         =========          ========        ===========

<CAPTION>
                                                                              CLASS 2 SUB-ACCOUNTS INVESTING IN:
                                                            ---------------------------------------------------------------------
                                                                    JAS - WORLDWIDE                           JAS
                                                                        GROWTH                              BALANCED
                                                            -------------------------------     ---------------------------------
                                                             YEAR ENDED        YEAR ENDED        YEAR ENDED          YEAR ENDED
                                                            DEC. 31, 1996     DEC. 31, 1995     DEC. 31, 1996       DEC. 31, 1995
                                                            -------------     -------------     -------------       -------------
<S>                                                         <C>               <C>               <C>                 <C>
INCREASE (DECREASE) IN NET ASSETS:                                                                                    
OPERATIONS:                                                                                                           
  Net Investment Income (Loss)........................        $       0         $  (1,734)        $       0          $   1,228
  Net Realized Gain (Loss)............................                0           109,660                 0             31,987
  Net Unrealized Gain (Loss) On Investments...........                0             1,996                 0              6,245
                                                               --------         ---------          --------          ---------
  Net Increase (Decrease) In Net Assets Resulting From
    Operations........................................                0           109,922                 0             39,460
                                                               --------         ---------          --------          ---------
CAPITAL SHARE TRANSACTIONS:                           
  Transfers of Annuity Fund Deposits..................                0           166,350                 0              2,195
  Net Transfers Between Sub-accounts..................                0          (464,669)                0           (106,274)
  Surrenders..........................................                0           (78,076)                0           (182,758)
                                                               --------         ---------          --------          ---------
  Net Increase (Decrease) In Net Assets                                                                                       
    Resulting From Capital Share Transactions.........                0          (376,395)                0           (286,837)
                                                               --------         ---------          --------          ---------
TOTAL INCREASE (DECREASE) IN NET ASSETS...............                0          (266,473)                0           (247,377)
NET ASSETS:                                           
  Beginning of Period.................................                0           266,473                 0            247,377
                                                               --------         ---------          --------          ---------
  End of Period.......................................        $       0         $       0         $       0          $       0
                                                               ========         =========          ========          =========
</TABLE>

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

See Notes to Financial Statements.

* Date Operations Commenced.
 
                                       23

<PAGE>
 
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:
                                                     ----------------------------------------------------------------------------
                                                                                                                      MONTGOMERY
                                                                                                                       EMERGING
                                                             JAS FLEXIBLE                   JAS SHORT-TERM             MARKETS
                                                                INCOME                           BOND                ------------
                                                     -----------------------------   -----------------------------   MAY 19* THRU
                                                      YEAR ENDED      YEAR ENDED      YEAR ENDED      YEAR ENDED       DEC. 31,
                                                     DEC. 31, 1996   DEC. 31, 1995   DEC. 31, 1996   DEC. 31, 1995       1996
                                                     -------------   -------------   -------------   -------------   ------------
<S>                                                  <C>             <C>             <C>             <C>             <C>
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
  Net Investment Income (Loss)......................   $       0       $  16,903       $       0      $    27,728      $   (352)
  Net Realized Gain (Loss)..........................           0          44,727               0            9,105        (1,916)
  Net Unrealized Gain (Loss) On Investments.........           0          18,592               0            6,252         7,394
                                                       ---------       ---------       ---------      -----------      --------
  Net Increase (Decrease) In Net Assets Resulting
    From Operations.................................           0          80,222               0           43,085         5,126
                                                       ---------       ---------       ---------      -----------      --------
CAPITAL SHARE TRANSACTIONS:
  Transfers of Annuity Fund Deposits................           0          20,194               0        1,364,271       115,554
  Net Transfers Between Sub-accounts................           0        (480,612)              0       (1,708,024)      309,629
  Surrenders........................................           0         (66,925)              0         (134,795)      (25,515)
                                                       ---------       ---------       ---------      -----------      --------
  Net Increase (Decrease) In Net Assets Resulting
    From Capital Share Transactions.................           0        (527,343)              0         (478,548)      399,668
                                                       ---------       ---------       ---------      -----------      --------
TOTAL INCREASE IN NET ASSETS........................           0        (447,121)              0         (435,463)      404,794
NET ASSETS:
  Beginning of Period...............................           0         447,121               0          435,463             0
                                                       ---------       ---------       ---------      -----------      --------
  End of Period.....................................   $       0       $       0       $       0      $         0      $404,794
                                                       =========       =========       =========      ===========      ========
</TABLE>
 
- --------------------------------------------------------------------------------
 
See Notes to Financial Statements.
 
* Date Operations Commenced.
 
                                       24

<PAGE>
 
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, 1996 the Account consisted of twenty-three 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, the
American Skandia Trust or the Montgomery Variable Series (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 Putnam Investment
Management 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, Berger Associates, Inc. and Robertson,
Stephens & Company Investment Management L.P. are the sub-advisors. Montgomery
Asset Management, L.P., is the advisor for the Montgomery Funds III. The
investment advisors are paid fees for their services by the respective Trusts.
 
The following two Class 2 sub-accounts commenced operations in 1996: the
Robertson Stephens Value + Growth on May 23 and the Montgomery Emerging Markets
on May 19.
 
During 1996, changes in investment advisors were made by proxy in certain
underlying funds. As a result the names of the following sub-accounts were
changed: Scudder International Bond changed to T. Rowe Price International Bond
on May 1, 1996; Seligman Henderson International Equity to Putnam International
Equity on October 15, 1996; Phoenix Balanced changed to Putnam Balanced on
October 15, 1996 and the Seligman Henderson International Small Cap changed to
Founders Passport on October 15, 1996.
 
The following twenty-one sub-accounts ceased operations on December 29, 1995:
the 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-World-Wide 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.
 
                                       25

<PAGE>
 
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.
 
                                       26

<PAGE>
 
                      [THIS PAGE INTENTIONALLY LEFT BLANK]
 
                                       27

<PAGE>
 
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                 NBAMT - BALANCED
                                    -----------------------------   -----------------------------   -----------------------------
                                     YEAR ENDED      YEAR ENDED      YEAR ENDED      YEAR ENDED      YEAR ENDED      YEAR ENDED
                                    DEC. 31, 1996   DEC. 31, 1995   DEC. 31, 1996   DEC. 31, 1995   DEC. 31, 1996   DEC. 31, 1995
                                    -------------   -------------   -------------   -------------   -------------   -------------
<S>                                 <C>             <C>             <C>             <C>             <C>             <C>
Units Outstanding Beginning of the
  Year..............................          0         76,158               0          231,497               0          97,266
Units Purchased.....................          0         21,029               0          109,675               0          26,464
Units Transferred Between
  Sub-accounts......................          0        (83,108)              0         (308,596)              0        (114,178)
Units Surrendered...................          0        (14,079)              0          (32,576)              0          (9,552)
                                      --------         -------        --------         --------         -------        --------
Units Outstanding End of the Year...          0              0               0                0               0               0
                                      ========         =======        ========         ========         =======        ========
</TABLE>
 
<TABLE>
<CAPTION>
                                    ---------------------------------------------------------------------------------------------
                                                                 CLASS 2 SUB-ACCOUNTS INVESTING IN:
                                    ---------------------------------------------------------------------------------------------
                                                 AAF                        AST - PUTNAM                   AST - FOUNDERS
                                            MIDCAP GROWTH               INTERNATIONAL EQUITY                  PASSPORT
                                    -----------------------------   -----------------------------   -----------------------------
                                     YEAR ENDED      YEAR ENDED      YEAR ENDED      YEAR ENDED      YEAR ENDED      MAY 1* THRU
                                    DEC. 31, 1996   DEC. 31, 1995   DEC. 31, 1996   DEC. 31, 1995   DEC. 31, 1996   DEC. 31, 1995
                                    -------------   -------------   -------------   -------------   -------------   -------------
<S>                                 <C>             <C>             <C>             <C>             <C>             <C>
Units Outstanding Beginning of the
  Year..............................    204,227         61,104          452,589        199,313         137,991               0
Units Purchased.....................     91,889        111,398          119,692         46,746          96,763          72,430
Units Transferred Between
  Sub-accounts......................     96,003         45,805          (50,835)       259,303          89,864          66,470
Units Surrendered...................    (76,823)       (14,080)        (113,380)       (52,773)        (46,158)           (909)
                                       -------         -------         --------         ------         -------        --------
Units Outstanding End of the Year...    315,296        204,227          408,066        452,589         278,460         137,991
                                       =======         =======         ========         ======         =======        ========
</TABLE>
 
<TABLE>
<CAPTION>
                                    ---------------------------------------------------------------------------------------------
                                                                 CLASS 2 SUB-ACCOUNTS INVESTING IN:
                                    ---------------------------------------------------------------------------------------------
                                           AST - FEDERATED                 AST - FEDERATED                  AST - PUTNAM
                                           UTILITY INCOME                    HIGH YIELD                    BALANCED ASSET
                                    -----------------------------   -----------------------------   -----------------------------
                                     YEAR ENDED      YEAR ENDED      YEAR ENDED      YEAR ENDED      YEAR ENDED      YEAR ENDED
                                    DEC. 31, 1996   DEC. 31, 1995   DEC. 31, 1996   DEC. 31, 1995   DEC. 31, 1996   DEC. 31, 1995
                                    -------------   -------------   -------------   -------------   -------------   -------------
<S>                                 <C>             <C>             <C>             <C>             <C>             <C>
Units Outstanding Beginning of the
  Year..............................    164,976         86,555         300,107         122,508         239,737         114,927
Units Purchased.....................      9,080         31,714         110,782         102,869          26,190          14,069
Units Transferred Between
  Sub-accounts......................    (28,299)        74,384          94,474         145,895         (25,472)        147,198
Units Surrendered...................    (42,341)       (27,677)        (71,624)        (71,165)        (54,002)        (36,457)
                                      --------         -------        --------        --------         -------         -------
Units Outstanding End of the Year...    103,416        164,976         433,739         300,107         186,453         239,737
                                      ========         =======        ========        ========         =======         =======
</TABLE>
 
<TABLE>
<CAPTION>
                                     --------------------------------------------------------------------------------------------
                                                                  CLASS 2 SUB-ACCOUNTS INVESTING IN:
                                     --------------------------------------------------------------------------------------------
                                                                                                            AST - FOUNDERS
                                          AST - T. ROWE PRICE             AST - T. ROWE PRICE            CAPITAL APPRECIATION
                                          INTERNATIONAL BOND               NATURAL RESOURCES         ----------------------------
                                     -----------------------------   -----------------------------    YEAR ENDED
                                      YEAR ENDED      YEAR ENDED      YEAR ENDED     MAY 19* THRU      DEC. 31,      YEAR ENDED
                                     DEC. 31, 1996   DEC. 31, 1995   DEC. 31, 1996   DEC. 31, 1995       1996       DEC. 31, 1995
                                     -------------   -------------   -------------   -------------   ------------   -------------
<S>                                  <C>             <C>             <C>             <C>             <C>            <C>
Units Outstanding Beginning of the
  Year...............................    127,373         25,171          27,379               0         221,840         96,278
Units Purchased......................     86,518         49,331          39,114           2,488          44,714         58,187
Units Transferred Between
  Sub-accounts.......................     21,799         56,647          84,470          25,033          39,299         83,179
Units Surrendered....................    (22,474)        (3,776)        (10,688)           (142)        (34,008)       (15,804)
                                        -------         -------         -------          ------         -------        -------
Units Outstanding End of the Year....    213,216        127,373         140,275          27,379         271,845        221,840
                                        =======         =======         =======          ======         =======        =======
</TABLE>
 
- --------------------------------------------------------------------------------
 
* Date Operations Commenced.
 
                                       28

<PAGE>

 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                      ----------------------------------------------------------------------------------------
                                                                CLASS 2 SUB-ACCOUNTS INVESTING IN:
                                      ----------------------------------------------------------------------------------------
                                                                            AAF - SMALL
                                             NBAMT - PARTNERS             CAPITALIZATION                  AAF - GROWTH
                                      ----------------------------  ----------------------------  ----------------------------
                                       YEAR ENDED    JUN. 12* THRU   YEAR ENDED     YEAR ENDED     YEAR ENDED     YEAR ENDED
                                      DEC. 31, 1996  DEC. 31, 1995  DEC. 31, 1996  DEC. 31, 1995  DEC. 31, 1996  DEC. 31, 1995
                                      -------------  -------------  -------------  -------------  -------------  -------------
<S>                                      <C>           <C>             <C>            <C>            <C>            <C>
Units Outstanding Beginning of the
  Year..............................     230,034             0         321,334        187,387         506,542       177,825
Units Purchased.....................     129,982        36,516         121,589        113,725         184,688       135,786
Units Transferred Between
  Sub-accounts......................     127,801       193,958         114,030         55,814          (5,662)      219,573
Units Surrendered...................     (62,153)         (440)        (94,937)       (35,592)       (115,608)      (26,642)
                                         -------       -------         -------        -------        --------       -------
Units Outstanding End of the Year...     425,664       230,034         462,016        321,334         569,960       506,542
                                         =======       =======         =======        =======        ========       =======
</TABLE>
 
<TABLE>
<CAPTION>
                                      -----------------------------------------------------------------------------------------
                                                                CLASS 2 SUB-ACCOUNTS INVESTING IN:
                                      -----------------------------------------------------------------------------------------
                                           AST - LORD ABBETT
                                            GROWTH & INCOME              AST - JANCAP GROWTH            AST - MONEY MARKET
                                      ----------------------------  ----------------------------   ----------------------------
                                       YEAR ENDED     YEAR ENDED     YEAR ENDED     YEAR ENDED      YEAR ENDED     YEAR ENDED
                                      DEC. 31, 1996  DEC. 31, 1995  DEC. 31, 1996  DEC. 31, 1995   DEC. 31, 1996  DEC. 31, 1995
                                      -------------  -------------  -------------  -------------   -------------  -------------
<S>                                      <C>           <C>            <C>             <C>           <C>            <C>
Units Outstanding Beginning of the
  Year..............................     498,080       238,128         384,701        187,924          968,666        880,903
Units Purchased.....................     180,992       138,629         167,517         99,388        2,262,773      1,692,225
Units Transferred Between
  Sub-accounts......................      80,234       153,819         150,130        133,317       (1,451,535)    (1,426,490)
Units Surrendered...................     (87,796)      (32,496)       (127,828)       (35,928)        (486,973)      (177,972)
                                         -------       -------        --------        -------       ----------     ----------
Units Outstanding End of the Year...     671,510       498,080         574,520        384,701        1,292,931        968,666
                                         =======       =======        ========        =======       ==========     ==========
</TABLE>
 
<TABLE>
<CAPTION>
                                       ----------------------------------------------------------------------------------------
                                                                   CLASS 2 SUB-ACCOUNTS INVESTING IN:
                                       ----------------------------------------------------------------------------------------
                                              AST - PHOENIX                AST - T. ROWE PRICE         AST - T. ROWE PRICE
                                              CAPITAL GROWTH                ASSET ALLOCATION          INTERNATIONAL EQUITY
                                       ----------------------------  ----------------------------  ----------------------------
                                        YEAR ENDED     YEAR ENDED     YEAR ENDED     YEAR ENDED     YEAR ENDED     YEAR ENDED
                                       DEC. 31, 1996  DEC. 31, 1995  DEC. 31, 1996  DEC. 31, 1995  DEC. 31, 1996  DEC. 31, 1995
                                       -------------  -------------  -------------  -------------  -------------  -------------
<S>                                      <C>            <C>            <C>            <C>            <C>             <C>
Units Outstanding Beginning of the
  Year..............................           0         23,203         89,787         74,058         610,851        301,423
Units Purchased.....................           0          5,700         39,234         15,761         286,364        182,552
Units Transferred Between 
  Sub-accounts......................           0        (22,408)       (10,449)        19,141         196,584        182,488
Units Surrendered...................           0         (6,495)       (35,917)       (19,173)       (134,332)       (55,612)
                                         -------        -------        -------        -------        --------        -------
Units Outstanding End of the Year...           0              0         82,655         89,787         959,467        610,851
                                         =======        =======        =======        =======        ========        =======
</TABLE>
 
<TABLE>
<CAPTION>
                                       ----------------------------------------------------------------------------------------
                                                                 CLASS 2 SUB-ACCOUNTS INVESTING IN:
                                       ----------------------------------------------------------------------------------------
                                                AST - INVESCO              AST - PIMCO TOTAL             AST - PIMCO LTD.
                                                EQUITY INCOME                RETURN BOND                  MATURITY BOND
                                       ----------------------------  ----------------------------  ----------------------------
                                        YEAR ENDED     YEAR ENDED     YEAR ENDED     YEAR ENDED     YEAR ENDED     MAY 8* THRU
                                       DEC. 31, 1996  DEC. 31, 1995  DEC. 31, 1996  DEC. 31, 1995  DEC. 31, 1996  DEC. 31, 1995
                                       -------------  -------------  -------------  -------------  -------------  -------------
<S>                                      <C>            <C>           <C>             <C>            <C>             <C>
Units Outstanding Beginning of the
  Year..............................     293,340        150,719         846,356       256,950         399,158              0
Units Purchased.....................      91,446         78,361         345,533       268,109         187,300         29,331
Units Transferred Between
  Sub-accounts......................     (31,826)        89,676         244,821       409,444         (33,820)       370,820
Units Surrendered...................     (69,071)       (25,416)       (233,551)      (88,147)       (127,925)          (993)
                                         -------        -------       ---------       -------        --------        -------
Units Outstanding End of the Year...     283,889        293,340       1,203,159       846,356         424,713        399,158
                                         =======        =======       =========       =======        ========        =======
</TABLE>
 
- --------------------------------------------------------------------------------
 
* Date Operations Commenced.
 
                                       29

<PAGE>
AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
VARIABLE ACCOUNT B -- CLASS 2
 
NOTES TO FINANCIAL STATEMENTS (CONCLUDED)
- --------------------------------------------------------------------------------
 
5.  CHANGES IN THE UNITS OUTSTANDING
<TABLE>
<CAPTION>
                                            ----------------------------------------------------------------------------------------
                                                                       CLASS 2 SUB-ACCOUNTS INVESTING IN:
                                            ----------------------------------------------------------------------------------------
                                                     AST - EAGLE                    AST - BERGER            AST - ROBERTSON STEPHENS
                                                    GROWTH EQUITY                  CAPITAL GROWTH                VALUE + GROWTH
                                            -----------------------------   -----------------------------   ------------------------
                                             YEAR ENDED      YEAR ENDED      YEAR ENDED      YEAR ENDED          MAY 23* THRU-
                                            DEC. 31, 1996   DEC. 31, 1995   DEC. 31, 1996   DEC. 31, 1995        DEC. 31, 1996
                                            -------------   -------------   -------------   -------------   ------------------------
<S>                                         <C>             <C>             <C>             <C>             <C>
Units Outstanding Beginning of the Year.....          0          1,634           89,474           3,419                    0
Units Purchased.............................          0          1,853           49,001          29,846               17,235
Units Transferred Between Sub-accounts......          0         (2,684)         (24,425)         59,519              105,829
Units Surrendered...........................          0           (803)         (13,292)         (3,310)              (3,234)
                                                -------         ------          -------          ------              -------
Units Outstanding End of the Year...........          0              0          100,758          89,474              119,830
                                                =======         ======          =======          ======              =======
 
</TABLE>
                                                                             
                                                                              
                                                                             
<TABLE>
<CAPTION>
                                            ----------------------------------------------------------------------------------------
                                                                       CLASS 2 SUB-ACCOUNTS INVESTING IN:
                                            ----------------------------------------------------------------------------------------
                                                 AVP - TOTAL RETURN              AVP - INTERNATIONAL               SVL - BOND  
                                            -----------------------------   -----------------------------   ------------------------
                                             YEAR ENDED      YEAR ENDED      YEAR ENDED      YEAR ENDED            YEAR ENDED
                                            DEC. 31, 1996   DEC. 31, 1995   DEC. 31, 1996   DEC. 31, 1995        DEC. 31, 1996
                                            -------------   -------------   -------------   -------------        -------------
<S>                                         <C>             <C>             <C>             <C>             <C>
Units Outstanding Beginning of the Year......          0         16,344                  0          33,633                0
Units Purchased..............................          0          1,465                  0             290                0
Units Transferred Between Sub-accounts.......          0        (14,355)                 0         (28,561)               0
Units Surrendered............................          0         (3,454)                 0          (5,362)               0
                                                  ------        -------           --------          ------          -------
Units Outstanding End of the Year............          0              0                  0               0                0
                                                  ======        =======           ========          ======          =======         
<CAPTION>
                                CLASS 2 SUB-ACCOUNTS INVESTING IN:
                                ----------------------------------
                                               SVL - BOND  
                                              -------------
                                               YEAR ENDED
                                              DEC. 31, 1995
                                              -------------
<S>                                              <C>
Units Outstanding Beginning of the Year......       75,644
Units Purchased..............................        7,937
Units Transferred Between Sub-accounts.......      (67,415)
Units Surrendered............................      (16,166)
                                                  --------
Units Outstanding End of the Year............            0
                                                  ========

<CAPTION>
                                            ----------------------------------------------------------------  
                                                              CLASS 2 SUB-ACCOUNTS INVESTING IN:
                                            ----------------------------------------------------------------  
                                                     JAS - GROWTH                 JAS - AGGRESSIVE GROWTH     
                                            ------------------------------     -----------------------------  
                                              YEAR ENDED      YEAR ENDED        YEAR ENDED      YEAR ENDED    
                                             DEC. 31, 1996   DEC. 31, 1995     DEC. 31, 1996   DEC. 31, 1995  
                                             -------------   -------------     -------------   -------------  
<S>                                         <C>             <C>             <C>             <C>               
Units Outstanding Beginning of the Year......          0         34,594                  0          62,288    
Units Purchased..............................          0         17,766                  0          13,717    
Units Transferred Between Sub-accounts.......          0        (44,966)                 0         (68,934)   
Units Surrendered............................          0         (7,394)                 0          (7,071)   
                                                --------        -------           --------          ------    
Units Outstanding End of the Year............          0              0                  0               0    
                                                ========        =======           ========          ======    
 
<CAPTION>
                                               CLASS 2 SUB-ACCOUNTS INVESTING IN:
                                               ----------------------------------
                                                              JAS -
                                                            WORLDWIDE
                                                             GROWTH
                                                 -------------------------------
                                                  YEAR ENDED        YEAR ENDED
                                                 DEC. 31, 1996     DEC. 31, 1995
                                                 -------------     -------------
<S>                                                 <C>               <C>
Units Outstanding Beginning of the Year......             0             22,365
Units Purchased..............................             0             12,733
Units Transferred Between Sub-accounts.......             0            (28,908)
Units Surrendered............................             0             (6,190)
                                                    -------           --------
Units Outstanding End of the Year............             0                  0
                                                    =======           ========
                                               
</TABLE>
- --------------------------------------------------------------------------------
 
* Date Operations Commenced.
 
                                       30

<PAGE>
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                            ----------------------------------------------------------------------------------------
                                                                       CLASS 2 SUB-ACCOUNTS INVESTING IN:
                                            ----------------------------------------------------------------------------------------
                                                         AVP-SP                                               AVP - GROWTH 
                                                        Multi-Mkt                AVP - PREMIER GROWTH           & INCOME   
                                              ----------------------------   -----------------------------   ---------------  
                                                YEAR ENDED      YEAR ENDED     YEAR ENDED      YEAR ENDED      YEAR ENDED     
                                               DEC. 31, 1996   DEC. 31, 1995  DEC. 31, 1996   DEC. 31, 1995   DEC. 31, 1996   
- -------------   -------------  -------------   -------------   -------------   -------------   -------------   -------------
<S>                                          <C>             <C>             <C>            <C>           <C>    
Units Outstanding Beginning of the Year.....         0          30,330              0          75,250               0         
Units Purchased.............................         0           3,360              0          16,214               0         
Units Transferred Between Sub-accounts......         0         (29,048)             0         (70,502)              0         
Units Surrendered...........................         0          (4,642)             0         (20,962)              0         
                                               -------         -------        -------         -------       ---------         
Units Outstanding End of the Year...........         0               0              0               0               0         
                                               =======         =======        =======         =======       =========         
</TABLE>
 
<TABLE>
<CAPTION>
                                            ----------------------------------------------------------------------------------------
                                                                       CLASS 2 SUB-ACCOUNTS INVESTING IN:
                                            ----------------------------------------------------------------------------------------
                                              AVP - GROWTH          AVP - U.S. GOV'T/                SVL - CAPITAL            
                                               & INCOME           HIGH GRADE SECURITIES                 GROWTH                
                                             --------------   ------------------------------ -------------------------------  
                                                YEAR ENDED      YEAR ENDED      YEAR ENDED     YEAR ENDED        YEAR ENDED  
                                              DEC. 31, 1995   DEC. 31, 1996   DEC. 31, 1995   DEC. 31, 1996     DEC. 31, 1995
                                              -------------   -------------   -------------   -------------     ------------- 
<S>                                           <C>          <C>              <C>           <C>              <C>
Units Outstanding Beginning of the Year.....     65,886               0          85,679           0             9,998         
Units Purchased.............................     10,154               0           6,617           0               108         
Units Transferred Between Sub-accounts......    (69,773)              0         (75,458)          0            (7,486)      
Units Surrendered...........................     (6,267)              0         (16,838)          0            (2,620)      
                                                -------      ----------      ----------     -------           -------         
Units Outstanding End of the Year...........          0               0               0           0                 0         
                                                =======      ==========      ==========     =======           =======         
</TABLE>
 
<TABLE>
<CAPTION>
                                            ----------------------------------------------------------------------------------------
                                                                       CLASS 2 SUB-ACCOUNTS INVESTING IN:
                                            ----------------------------------------------------------------------------------------
                                                                                                 SVL                  
                                                       SVL - BALANCED                       INTERNATIONAL             
                                                -------------------------------      -------------------------------  
                                                  YEAR ENDED        YEAR ENDED        YEAR ENDED        YEAR ENDED    
                                                 DEC. 31, 1996     DEC. 31, 1995     DEC. 31, 1996     DEC. 31, 1995  
                                                 -------------     -------------     -------------     -------------  
<S>                                         <C>                     <C>            <C>                  <C>           
Units Outstanding Beginning of the Year.....         0                   6,471                 0            122,549   
Units Purchased.............................         0                   1,745                 0             41,598   
Units Transferred Between Sub-accounts......         0                  (5,086)                0           (140,158)  
Units Surrendered...........................         0                  (3,130)                0            (23,989)  
                                             ---------                 -------        ----------         ----------   
Units Outstanding End of the Year...........         0                       0                 0                  0   
                                             =========                 =======        ==========         ==========   
</TABLE>

<TABLE>
<CAPTION>
                                            ----------------------------------------------------------------------------------------
                                                                       CLASS 2 SUB-ACCOUNTS INVESTING IN:
                                            ----------------------------------------------------------------------------------------
                                                                                               JAS - FLEXIBLE         
                                                          JAS - BALANCED                          INCOME              
                                                  -------------------------------     ------------------------------- 
                                                    YEAR ENDED        YEAR ENDED        YEAR ENDED        YEAR ENDED  
                                                  DEC. 31, 1996     DEC. 31, 1995     DEC. 31, 1996     DEC. 31, 1995 
                                                  -------------     -------------     -------------     --------------
<S>                                              <C>              <C>             <C>                 <C>
Units Outstanding Beginning of the Year.....            0            23,225                 0            45,477       
Units Purchased.............................            0               197                 0             1,880       
Units Transferred Between Sub-accounts......            0            (8,428)                0           (41,119)      
Units Surrendered...........................            0           (14,994)                0            (6,238)      
                                                  -------           -------         ---------           -------       
Units Outstanding End of the Year...........            0                 0                 0                 0       
                                                  =======           =======         =========           =======       
</TABLE>

<TABLE>
<CAPTION>
                                            ----------------------------------------------------------------------------------------
                                                                       CLASS 2 SUB-ACCOUNTS INVESTING IN:
                                            ----------------------------------------------------------------------------------------
                                                        JAS - SHORT-TERM               MONTGOMERY
                                                             BOND                   EMERGING MARKETS
                                              ----------------------------------    ---------------- 
                                                  YEAR ENDED        YEAR ENDED         MAY 19* THRU
                                                DEC. 31, 1996     DEC. 31, 1995       DEC. 31, 1996
                                                -------------     -------------       -------------
<S>                                          <C>               <C>                   <C>
Units Outstanding Beginning of the Year.....             0             43,662                    0
Units Purchased.............................             0            133,413               11,452
Units Transferred Between Sub-accounts......             0           (164,153)              30,452
Units Surrendered...........................             0            (12,922)              (2,549)
                                                 ---------         ----------             --------
Units Outstanding End of the Year...........             0                  0               39,355
                                                 =========         ==========             ========
</TABLE>

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

* Date Operations Commenced.
 
                                       31



                                     PART C

                                OTHER INFORMATION


<PAGE>


<TABLE>
<CAPTION>
Item 24.  Financial Statements and Exhibits:

<S>     <C>       <C>      <C>
(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).
                           (i) Filed via EDGAR with  Post-effective  Amendment No. 4 to Registration  Statement No. 33-87010,  filed
                           February 25, 1997
    

                  (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).
                           (i) Filed via EDGAR with  Post-effective  Amendment No. 4 to Registration  Statement No. 33-87010,  filed
                           February 25, 1997
    
       

                  (e)      The Montgomery Funds III filed via EDGAR in the Initial Registration  Statement to Registration Statement
                           No. 333-08853, filed July 25, 1996

         (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)     Financial Data Schedules.
    
</TABLE>

<TABLE>
<CAPTION>
Item 25.  Directors and Officers of the Depositor:  The Directors and Officers of the Depositor are as follows:
       

<S>     <C>                                                   <C>                                   <C>         <C>
Name/                                                         Position with American Skandia
Age                                                           Life Assurance Corporation                        Principal Occupation
   
Gordon C. Boronow*                                            President                                                President and
44                                                            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, Customer
35                                                            Customer Service and                  Service and Business Operations:
                                                              Business Operations                              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,
41                                                                                                           Assurance and Financial
                                                                                                                  Services Division:
                                                                                                      Skandia Insurance Company Ltd.

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

Cindy C. Ciccarello                                           Vice President,                                        Vice President,
38                                                            Customer Service                                     Customer Service:
                                                                                                               American Skandia Life
                                                                                                               Assurance Corporation

Ms.  Ciccarello joined us in 1997. She previously held the position of Assistant
Vice  President  at Phoenix  Duff & Phelps  from 1996 to 1997 and  positions  of
Director and Operations Manager at Phoenix Equity Planning Corporation from 1989
to 1996.

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


William F. Cordner, Jr.                                       Vice President,                                        Vice President,
50                                                            Customer Focus Teams                             Customer Focus Teams:
                                                                                                               American Skandia Life
                                                                                                               Assurance Corporation

Mr. Cordner joined us in 1996. He previously held the position of Vice President
at United  Healthcare  from  1993 to 1996 and Vice  President  at The  Travelers
Insurance Company from 1990 to 1993.

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

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

Teresa Grove                                                  Vice President,                                        Vice President,
41                                                            Customer Service                                     Customer Service:
                                                                                                               American Skandia Life
                                                                                                               Assurance Corporation

Ms. Grove joined us in 1996. She previously held positions of Operations Manager
at Twentieth Century/Benham from January, 1992 to September, 1996 and Operations
Manager at Lateef Management Association from January, 1989 to June, 1991.


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

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

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

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

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



David R. Monroe                                               Vice President and                                  Vice President and
35                                                            Controller                                                 Controller:
                                                                                                               American Skandia Life
                                                                                                               Assurance Corporation

Mr. Monroe joined us in 1996. He  previously  held  positions of Assistant  Vice
President and Director at Allmerica  Financial from August,  1994 to July,  1996
and Senior Manager at KPMG Peat Marwick from July, 1983 to July, 1994.

Polly Rae                                                     Vice President,                                        Vice President,
34                                                            Service Development                               Service Development:
                                                                                                               American Skandia Life
                                                                                                               Assurance Corporation

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

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

Amanda C. Sutyak                                              Executive Vice President                      Executive Vice President
39                                                            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
46                                                            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                                               Director (since October, 1994)                   Senior Vice President
49                                                                                                       and National Sales Manager:
                                                                                                                    American Skandia
                                                                                                             Marketing, Incorporated

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

</TABLE>
                                                                     
Mr. Ulness  joined us in 1994.  He  previously  held the positions of Counsel at
North American  Security Life Insurance  Company from March,  1991 to July, 1994
and Associate at LeBoeuf,  Lamb, Leiby,  Green and MacRae from January,  1990 to
March 1991.
    
* Trustees of American  Skandia  Trust,  one of the  underlying  mutual funds in
which the Sub-accounts offered pursuant to this Prospectus invest.

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

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

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

   
Item 27.  Number of Contract  Owners:  As of December  31, 1996 there were 1,710
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>
Name and Principal Business Address                                             Positions and Offices with Underwriter
   
<S>                                                                             <C>
Gordon C. Boronow                                                               Director
American Skandia Life Assurance Corporation
One Corporate Drive, P.O. Box 883
Shelton, Connecticut  06484-0883

Kimberly A. Bradshaw                                                            Vice President,
American Skandia Life Assurance Corporation                                     National Accounts Manager
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

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

Paul DeSimone                                                                   Vice President, Corporate
American Skandia Life Assurance Corporation                                     Controller and Director
One Corporate Drive, P.O. Box 883
Shelton, Connecticut  06484-0883

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

Walter G. Kenyon                                                                Vice President,
American Skandia Life Assurance Corporation                                     National Accounts Manager
One Corporate Drive, P.O. Box 883
Shelton, Connecticut  06484-0883

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

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

Daniel LaBonte                                                                  Vice President,
American Skandia Life Assurance Corporation                                     Associate Marketing Director
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

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

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

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

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

Heidi Ann Richardson                                                            Vice President,
American Skandia Life Assurance Corporation                                     Portfolio Marketing Director
One Corporate Drive, P.O. Box 883
Shelton, Connecticut  06484-0883

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

Christian Thwaites                                                              Vice President,
American Skandia Life Assurance Corporation                                     Qualified Plans
One Corporate Drive, P.O. Box 883
Shelton, Connecticut  06484-0883

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

Tamara L. Wood                                                                  Vice President, National
American Skandia Life Assurance Corporation                                     Sales Director, Special Products
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.

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

                                   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 29th day of April, 1997.

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

                 By: American Skandia Life Assurance Corporation

By:/s/ Mary Priscilla Pannell                       Attest:/s/ Diana D. Steigauf
Mary Priscilla Pannell, Corporate Secretary                    Diana D. Steigauf

                   AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
                                    Depositor

By:/s/ Mary Priscilla Pannell                       Attest:/s/ Diana D. Steigauf
Mary Priscilla Pannell, 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 29, 1997
           Jan R. Carendi                   Chairman of the Board and Director

                                              (Principal Financial Officer)


       /s/ Thomas M. Mazzaferro                Executive Vice President and            April 29, 1997
             Thomas M. Mazzaferro              Chief Financial Officer

                                             (Principal Accounting Officer)

       /s/ David R. Monroe                         Vice President and                  April 29, 1997
            David R. Monroe                            Controller

                                                         (Board of Directors)


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

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

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

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

                                            Nancy F. Brunetti*                                                                  
                                              Nancy F. Brunetti                                      

                                     *By: /s/ Mary Priscilla Pannell
                                               Mary Priscilla Pannell

<FN>
     *Pursuant to Powers of Attorney  filed with Post-Effective Amendment No. 2 to 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. 4    EDGAR filing of the form of the Annuity

         No. 9    Opinion and consent of Werner & Kennedy

         No. 10   Consent of Deloitte & Touche LLP

         No. 13   EDGAR filing of the Calculation of Performance

         No. 14   Financial Data Schedules



WF/CRT (3/93)-01                                              
                                    AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
                                               SHELTON, CONNECTICUT

                                                 (A Stock Company)


This  certificate  (the  "Annuity")  is a summary of the  provisions  of a group
annuity  contract.  The contract owner and contract are as shown in the Schedule
made part of this Annuity.

                                                  RIGHT TO CANCEL

You may return this Annuity to our Office or to the representative who solicited
its  purchase  for a refund  within  twenty-one  days after you  receive it. The
amount of the refund will equal the then  current  Account  Value plus any sales
charge,  maintenance  fee and any tax charge  deducted as of the date we receive
the cancellation request. You bear the investment risk during this period.

Signed for American Skandia Life Assurance Corporation:








               Secretary                                            President





                             GROUP DEFERRED ANNUITY
                                NON-PARTICIPATING
             VARIABLE INVESTMENT OPTIONS IN THE ACCUMULATION PERIOD
                   FIXED ANNUITY PAYMENTS IN THE PAYOUT PERIOD

 IN THE ACCUMULATION PERIOD ANY PAYMENTS AND VALUES ARE BASED ON THE INVESTMENT
                               PERFORMANCE OF THE
  SUB-ACCOUNTS ARE BASED ON THE INVESTMENT PERFORMANCE AND ARE, THEREFORE, NOT
   GUARANTEED. PLEASE REFER TO THE SECTION ENTITLED "ACCOUNT VALUE" FOR A MORE
                              COMPLETE EXPLANATION.


<PAGE>


                                                 TABLE OF CONTENTS



                                                                           Page
DEFINITIONS ..................................................................4
INVESTMENT OF ACCOUNT VALUE...................................................5
OPERATION OF THE SEPARATE ACCOUNT.............................................5
CHARGES        ...............................................................6
YOUR RIGHTS, OWNERSHIP, AND DESIGNATION OF BENEFICIARY........................7
PURCHASE PAYMENTS.............................................................8
ACCOUNT VALUE  ...............................................................8
ALLOCATION RULES..............................................................9
TRANSFERS      ...............................................................9
DISTRIBUTIONS ................................................................9
GENERAL PROVISIONS...........................................................12
ANNUITY TABLES ..............................................................14
























A copy of any enrollment form and any riders and endorsements are attached.


<PAGE>



                                    SCHEDULE

ANNUITY NUMBER:  [001-00001]        ISSUE  DATE:  [JUNE 1, 1990]

PARTICIPANT:  [JOHN DOE]      DATE OF BIRTH:  [OCTOBER 21, 1940]  SEX:  [MALE]

[PARTICIPANT:  [MARY DOE]     DATE OF BIRTH:  [OCTOBER 15, 1940]  SEX:  [FEMALE]

ANNUITANT:  [JOHN DOE]

ANNUITANT'S DATE OF BIRTH:  [APRIL 01,1934] ANNUITANT'S SEX:  [MALE]

ANNUITY DATE:  [MAY 01, 2019]

CONTINGENT ANNUITANT:  AS FILED WITH US (OR LATER CHANGED, IF NOT IRREVOCABLE)

BENEFICIARY:  AS FILED WITH US (OR LATER CHANGED, IF NOT IRREVOCABLE)

PURCHASE PAYMENT:  [$25,000]                NET PURCHASE PAYMENT:  [$24,625]

MINIMUM ADDITIONAL PURCHASE PAYMENT:  [$100]

MINIMUM WITHDRAWAL AMOUNT:  [$100]

MINIMUM ANNUITY PAYMENT:  [$50] PER MONTH

MINIMUM DEATH BENEFIT INTEREST RATE: [5%]

AUTOMATIC SUB-ACCOUNT:  [AST MONEY MARKET]

TRANSFER FEE:  [$10 PER TRANSFER AFTER THE TWELFTH IN AN ANNUITY YEAR]

SALES CHARGE:  [1.5% OF EACH PURCHASE PAYMENT]

     MAINTENANCE  FEE: [IN THE FIRST ANNUITY YEAR,  THE  MAINTENANCE  FEE IS THE
LESSER OF $35 AND 2% OF THE INITIAL  PURCHASE  PAYMENT.  AFTER THE FIRST ANNUITY
YEAR,  THE  MAINTENANCE  FEE IS THE LESSER OF $35 AND 2% OF THE ACCOUNT VALUE AT
THE BEGINNING OF EACH ANNUITY YEAR. THE FEE IS ONLY  APPLICABLE  AFTER THE FIRST
ANNUITY YEAR IF ACCOUNT  VALUE FOR THE  VALUATION  PERIOD THE FEE IS DUE IS LESS
THAN $50,000.]

     MORTALITY  AND EXPENSE  RISK CHARGE:  [0.65% PER YEAR OF THE AVERAGE  DAILY
TOTAL VALUE OF EACH SUB-ACCOUNT]

     INVESTMENT  ALLOCATION  SERVICE  CHARGE:  [1% PER YEAR OF THE AVERAGE DAILY
TOTAL VALUE OF EACH SUB-ACCOUNT]

     ADMINISTRATIVE  CHARGE: [0.25% PER YEAR OF THE AVERAGE DAILY TOTAL VALUE OF
EACH SUB-ACCOUNT]

     SEPARATE  ACCOUNT:  [AMERICAN SKANDIA LIFE ASSURANCE  CORPORATION  VARIABLE
ACCOUNT B, CLASS 2 SUB-ACCOUNTS ONLY]

OWNER:  [AMERICAN SKANDIA INSURANCE TRUST]

CONTRACT:  [010]

              OFFICE: AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
         ONE CORPORATE DRIVE - P.O. BOX 883, SHELTON, CONNECTICUT 06484
                             Telephone: 800-541-3087




<PAGE>




                                   DEFINITIONS


Account  Value:  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.

Accumulation Period: The period of time from the Annuity Date through and
including the 15th day prior to the Annuity Date.

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

Annuitant:  The person upon whose life this Annuity is issued.

Annuity Date:  The date on which annuity payments are to commence.

Annuity Years: Continuous 12 month periods commencing on the Issue Date and
each anniversary of the Issue Date.

Beneficiary:  The person designated as the recipient of the death benefit.

Contingent Annuitant: The person named to become the Annuitant on the
Annuitant's death prior to the Annuity Date.

In Writing:  In a written form satisfactory to us and filed at the Office.

Issue Date: The effective date of your participation under the contract
shown in the Schedule in relation to the rights and  benefits  evidenced by this
Annuity.

Net Purchase Payment: A Purchase Payment less any applicable sales charge,
any initial maintenance fee and any charge for taxes.

Office: The location shown in the Schedule where all requests regarding
this Annuity are to be sent.

Owner: The person or entity shown as Owner in the Schedule unless later changed,
that owns the master group contract under which an Annuity is issued.

Payout Period: The period starting on the Annuity Date during which the
Annuity is paid.

Purchase Payment: A cash consideration you give to us for the rights,
privileges and benefits outlined in this Annuity.

Separate Account: The variable account shown in the Schedule used in
relation to Sub-accounts.

Sub-account: A division of the Separate Account shown in the Schedule. We
use Sub-accounts to calculate variable benefits under this Annuity.


<PAGE>


Unit: A measure used to calculate your Account Value in a Sub-account until
15 days prior to the Annuity Date.

Unit Price: 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: 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.  The Separate Account  determines the time
during the Valuation Day for valuing the Separate Account.

     Valuation  Period:  The period of time between the close of business of the
New York Stock Exchange on successive Valuation Days.

we, us, our:  American Skandia Life Assurance Corporation.

you, your:  The participant shown in the Schedule.

                           INVESTMENT OF ACCOUNT VALUE

In the  Accumulation  Period  we offer a range of  variable  options  as ways to
invest your Account Value.  These are all  Sub-accounts of the Separate  Account
shown in the Schedule.  You may maintain Account Value in multiple Sub-accounts,
subject to the limits set out in the  Allocation  Rules section of this Annuity.
You may transfer Account Value between Sub-accounts, subject to the requirements
set out in the Transfers section. Transfers may be subject to a fee.

                        OPERATION OF THE SEPARATE ACCOUNT

In the Accumulation  Period,  assets  supporting  Account Values are held in the
Separate 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  annuity
obligations, which include your class of Annuities.

The Separate  Account consists of multiple  Sub-accounts.  This Separate Account
was  established  by us pursuant to Connecticut  law. This Separate  Account may
also hold assets of other  annuities  issued by us with values and benefits that
vary according to the investment performance of this Separate Account.

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.

The Separate  Account is registered with the Securities and Exchange  Commission
("SEC")  under the  Investment  Company  Act of 1940 (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 the Separate Account.


<PAGE>



Sub-accounts  are permitted to invest in  underlying  mutual funds or portfolios
that we consider  suitable.  We also reserve the right to change the  investment
policy of any or all  Sub-accounts,  add Sub-accounts,  eliminate  Sub-accounts,
combine Sub-accounts,  or to substitute underlying mutual funds or portfolios of
underlying mutual funds, subject to any required regulatory approvals.

Values and benefits based on allocations to the Sub-accounts  will vary with the
investment  performance of the underlying  mutual funds or fund  portfolios,  as
applicable.  We do not guarantee the investment results of any Sub-account,  nor
is there any 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.

We  reserve  the right to  transfer  assets of the  Separate  Account,  which we
determine  to be  associated  with the class of  contracts to which this Annuity
belongs, to another separate account. If this type of transfer is made, the term
"Separate  Account" as used in this Annuity,  shall mean the separate account to
which the assets were transferred.

                                     CHARGES

General:  The charges which are or may be assessed  against your Annuity are the
sales  charge,  the  maintenance  fee,  tax charges,  and the transfer  fee. The
charges assessed against the Sub-accounts  are the  administration  charge,  the
mortality  and expense risk  charges,  and the  investment  allocation  services
charge. A charge for taxes may also be assessed against the Sub-accounts.

Maintenance Fee:  This is an annual fee, if applicable, as shown in the 
Schedule.

     Sales Charge: We may assess a sales charge.  The amount, if applicable,  of
any such charge is as shown in the Schedule.

     Tax Charges:  In several states a tax is payable. We will deduct the amount
of tax payable, if any, from your Purchase Payments or Account Value.

Transfer Fee:  We charge the transfer fee shown in the Schedule.

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 after 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  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.

Administration  Charge: We charge for administering each Sub-account.  We assess
this charge each day at the daily  equivalent  of the rate shown in the Schedule
against the daily total value of each Sub-account.

Mortality and Expense Risk Charges: We assess mortality and expense risk charges
against  each  Sub-account.  We  assess  these  charges  each  day at the  daily
equivalent  of the rate shown in the  Schedule  against the daily total value in
each Sub-account.

Investment  Allocation  Services  Charge:  We assess each Sub-account on a daily
basis, a charge for investment allocation services. We assess these charges each
day at the daily  equivalent of the rate shown in the Schedule against the daily
total value in each Sub-account. We pay the portion of the investment allocation
services  charge  attributable  to your  Annuity to the Advisor you name if: (a)
such  payment  is  permitted  by law;  and (b) a  signed  investment  allocation
services  agreement between you, an Advisor,  and us is in effect.  Prior to any
such agreement taking effect: (a) the Advisor must satisfy our requirements; and
(b) you,  the Advisor  and we must all sign an  investment  allocation  services
agreement.  We pay Advisors  periodically.  You may name only one Advisor during
any period for which we pay the charge.

<PAGE>





             YOUR RIGHTS, OWNERSHIP, AND DESIGNATION OF BENEFICIARY

Ownership,  Annuitant and Beneficiary Designations: You may exercise the rights,
options and  privileges  granted  participants  by the  contract as shown in the
Schedule  or  permitted  by us.  Your  rights  are  subject to the rights of any
assignee recorded by us and of any irrevocably designated Beneficiary.

If more than one participant is named,  all rights reserved to participants  are
then held jointly.  We require the consent In Writing of all joint  participants
for any  transaction  for which we require the written consent of a participant.
You may name a contingent  participant.  However,  the designation  takes effect
only on or after the Annuity Date. Where required by law, we require the consent
In Writing of the spouse of any person  with a vested  interest  in an  Annuity.
Designations  are  subject  to  various  regulatory  or  statutory  requirements
depending on the use of the Annuity.  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.

You must name an  Annuitant.  However,  we do not  accept  designation  of joint
Annuitants.  You may name more than one Contingent Annuitant. If the participant
is  an  individual  and  is  not  the  designated  Annuitant,   the  participant
immediately  becomes  the  Contingent  Annuitant  if  the  Contingent  Annuitant
predeceases  the Annuitant or if a Contingent  Annuitant is not  designated.  If
there is more than one participant,  all of whom are natural persons, the oldest
of any such  participants  not named as the  Annuitant  immediately  becomes the
Contingent Annuitant if the Contingent Annuitant predeceases the Annuitant or if
a Contingent Annuitant is not designated. If the participant is an entity and no
Contingent  Annuitant  is  designated,  the death  benefit is  payable  upon the
Annuitant's death.

You  may  designate   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 a death occurs requiring  payment of the
death benefit,  the proceeds will become payable to the contingent  Beneficiary.
If no  Beneficiary is alive when a death occurs  requiring  payment of the death
benefit or in the absence of any Beneficiary designation, the proceeds will vest
in you or your estate.

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 participant,  contingent  participant,  Annuitant,  Contingent
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 participant  subsequent to the
death of the  participant or the first of any joint  participants to die, except
where  a  spouse-Beneficiary  has  become  the  participant  as  a  result  of a
participant's  death;  (b) a new  participant 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.

Common  Disaster:  If a participant is a natural  person and if any  Beneficiary
dies  with  the  participant  in a common  disaster,  it must be  proved  to our
satisfaction  that the  participant  died  first.  Unless  information  provided
indicates  otherwise,  the  Annuity is treated  as though the  Beneficiary  died
first.  If:  (a) the  participant  is not a natural  person;  (b) no  Contingent
Annuitant has been designated;  and (c) the Annuitant and the Beneficiary die in
a common disaster, then it must be proved to our satisfaction that the Annuitant
died  first.  Unless  provided  otherwise,  the  proceeds  are payable as if the
Beneficiary died before the Annuitant.


<PAGE>


                                PURCHASE PAYMENTS

Initial Purchase  Payment:  Issuance of an Annuity  represents our acceptance of
both an initial Purchase Payment and any enrollment of a participant. The amount
of your initial Net Purchase  Payment  evidenced by this Annuity is shown in the
Schedule.  Your initial Net Purchase  Payment is subject to our allocation rules
                           (see "Allocation Rules").

Additional Purchase Payments: The minimum for any additional Purchase Payment is
as shown in the Schedule.  Additional  Purchase Payments may be paid at any time
before the Annuity Date.  Subject to the  allocation  rules herein,  we allocate
additional Net Purchase Payments  according to the instructions you provide with
each additional Purchase Payment.  Should no instructions be received,  we shall
return your Additional Purchase payment.

                                  ACCOUNT VALUE

General:  In the  Accumulation  Period your Annuity has an Account  Value.  Your
total  Account Value is the sum of your Account  Value in each  Sub-Account.  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.

Units: The number of Units  attributable to this Annuity 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
affected Sub-account as of the Valuation Period applicable to such transaction.

Unit Price:  For each  Sub-account  the initial Unit Price was $10.00.  The Unit
Price for each subsequent  period is the net investment  factor for that period,
multiplied by the Unit Price for the immediately preceding Valuation Period. The
Unit Price for a Valuation Period applies to each day in the period.

Net Investment  Factor:  Each Sub-account has a net investment  factor.  The net
investment  factor is an index that measures the  investment  performance of and
charges assessed against a Sub-account from one Valuation Period to the next.

The net  investment  factor for a Valuation  Period is (a) divided by (b),  less
(c); where:

     (a) is the net result of :

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

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

     (b) is the net result of :

         (1)  the net asset value per share of the underlying mutual fund shares
              held  in the  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 the Sub-account.

     (c) is the mortality  and expense risk charge,  the  investment  allocation
         services charge, and the administration charge.

We value the assets in the Sub-accounts 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.


<PAGE>

                                ALLOCATION RULES

You may allocate your Account Value among the Sub-accounts we make available. In
the  Accumulation  Period,  you may  maintain  Account  Value in a maximum of 10
available  Sub-accounts.  Should you request a transaction that would leave less
than any minimum amount we then require in a Sub-account,  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
Sub-account.

Withdrawals  of any type are taken pro-rata from the  Sub-accounts  based on the
then  current  Account  Values  in such  Sub-accounts  unless we  receive  other
instructions from you prior to such withdrawal.

                                    TRANSFERS

In the Accumulation Period you may transfer Account Value between  Sub-accounts,
subject to our allocation rules herein.  We charge the transfer fee shown in the
Schedule.  Your  transfer  request  must be In Writing  unless you  satisfy  our
requirements  permitting  transfers  based on  instructions  we receive over the
phone.

Where  permitted  by law, we may accept your  authorization  of a third party to
transfer Account Values on your behalf. We may suspend or cancel such acceptance
at any  time.  We  give  you  prior  notification  of  any  such  suspension  or
cancellation. We may restrict the Sub-accounts that will be available to you for
transfers or allocations of Net Purchase Payments during any period in which you
authorize such third party that provides  market timing  services to act on your
behalf. We give you 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 reserve the right to limit the number of  transfers  in any Annuity  Year for
all existing or new participants.  We also reserve the right to limit the number
of  transfers  in any  Annuity  Year or to refuse  any  transfer  request  for a
participant or certain participants if we believe that: (a) excessive trading by
such  participant or  participants  or a specific  transfer  request or group of
transfer  requests  may have a  detrimental  effect on Unit  Values or the share
prices of the  underlying  mutual  funds;  or (b) we are informed by one or more
underlying  mutual  funds 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 any affected
underlying mutual funds.

                                  DISTRIBUTIONS

Surrender: Surrender of your Annuity for its Account Value is permitted
during the Accumulation Period. You must send your Annuity and surrender request
In Writing to our Office.

Partial  Withdrawals:  You may withdraw  part of your  Account  Value during the
Accumulation  Period.  The minimum  withdrawal is as shown in the Schedule under
the section entitled  "Minimum  Withdrawal  Amount." The Account Value that must
remain  in the  Annuity  as of the date of this  transaction  is as shown in the
Schedule.  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.

We may offer systematic partial withdrawals subject to our rules.


<PAGE>


Death Benefit:  In the Accumulation  Period,  a death benefit is payable.  It is
payable on the death of a participant if the  participant  is an individual.  If
there is more than one participant, such participants being natural persons, the
death  benefit  is payable  upon the first  death of such  participants.  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 on
or after age 85 of the  deceased,  the death benefit is the Account  Value.  For
applicable  deaths occurring prior to age 85 of the deceased,  the death benefit
is the greater of (a) or (b), where:

     (a) is the 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 the  interest  rate  shown in the  Schedule  as  applied  in
determining the minimum death benefit,  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  interest  rate  shown in the
Schedule, 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.

The death  benefit is  determined as of the date we receive In Writing due proof
of death.

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

In the event of a participant's  death,  the benefit must be distributed  within
five years of the date of death or over a period not  extending  beyond the life
expectancy of the Beneficiary or over the life of the Beneficiary.  Distribution
after a participant's death 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.  If the  participant is an  individual,  the  participant
becomes the Contingent  Annuitant if the Contingent  Annuitant  predeceases  the
Annuitant or if no Contingent  Annuitant has been  designated.  If there is more
than one participant,  all of whom are natural  persons,  the oldest of any such
participants  not named as the  Annuitant  immediately  becomes  the  Contingent
Annuitant  if  the  Contingent  Annuitant  predeceases  the  Annuitant  or  if a
participant does not designate a Contingent Annuitant.

In the Payout Period,  subsequent to the death of the Annuitant,  we continue to
pay any "certain"  payments  (payments not contingent on the  continuance of any
life) to the Beneficiary.

In  the  Payout  Period,   we  distribute  any  payments  due  subsequent  to  a
participant's death or the death of any participant at least as rapidly as under
the method of distribution in effect as of the date of such participant'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.

You may choose an Annuity Date,  an annuity  option and the frequency of annuity
payments.  Your  choice  of  Annuity  Date and  annuity  option  may be  limited
depending on your use of the Annuity. 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.


<PAGE>


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) 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  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.

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 as  shown  in the
Schedule.  In the  absence of  election  prior to  proceeds  becoming  due,  the
Beneficiary  may make such an election.  However,  if you made an election,  the
Beneficiary  may not alter such election.  Such election must be made In Writing
within one year after proceeds are payable.

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.

     (a) 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.  Since no  minimum  number  of  payments  is
guaranteed,  this option  offers the maximum  level of periodic  payments of the
annuity  options.  It is possible  that only one payment  will be payable if the
death of the key life occurs before the date the second  payment was due, and no
others payments nor death benefits would be payable.

     (b) 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.

     (c) 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  periodically  during the  remaining  lifetime  of the
survivor, ceasing with the last payment prior to the survivor's death.

     (d) 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.

The first periodic payment is determined by multiplying the portion of (a) times
(b);  where:  (a) is the Account  Value  being  allocated  to  purchase  annuity
payments  (expressed in thousands of dollars) as of the close of business of 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 then  current  annuity
rates for that type of annuity and for the frequency of payment selected.  These
rates will not be less than those shown in the Annuity Tables shown herein.

We reserve the right to require  submission prior to commencement of any annuity
payments  of evidence  satisfactory  to us of the age of any key life upon whose
life payment amounts are calculated.


<PAGE>


Pricing Of Transfers And  Distributions:  We "price" transfers and distributions
on  the  Valuation  Periods  indicated  below.  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.

     (a) We price  "scheduled"  transfers and  distributions as of the Valuation
Period such  transactions  are so scheduled.  "Scheduled"  transactions  include
transfers or withdrawals of any type under an automatic  program of scheduled or
automatic transfers or withdrawals.

     (b) We price "unscheduled" transfers and partial withdrawals as of the date
we receive In Writing at our Office the request for such transactions.

     (c) 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.

                               GENERAL PROVISIONS

Entire  Contract:  This contract  shown in the Schedule,  including any attached
riders  or  endorsements,  the  attached  copy of any  enrollment  form  and any
supplemental  applications and endorsements are the entire contract.  As to your
Annuity,  the contract also includes the copy of any enrollment form attached to
your  Annuity.  All  statements  made  in  any  application  are  deemed  to  be
representations and not warranties.  No statement is used to void the Annuity or
defend  against  a  claim  unless  it is  contained  in any  application  or any
supplemental application or any enrollment form.

Only our  President,  a Vice  President  or  Secretary  may  change or waive any
provisions  of the  contract  or any  Annuity.  Any change or waiver  must be In
Writing.  We are not bound by any promises or representations  made by or to any
other person.

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  are  based,  we  make
adjustments to conform to the facts. Any underpayments by us will be remedied on
the next payment  following  correction.  Any overpayments by us will be charged
against future amounts payable by us under your Annuity.

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. 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.

Non  participation:  The  contract  does not  share in our  profits  or  surplus
earnings.

Deferral of  Transactions:  We may defer any annuity payment for a period not to
exceed the greater of 6 months or the period  permitted by law. If we defer such
a  distribution  for more than thirty  days,  we pay interest of at least 4% per
year on the amount deferred.  We may defer 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 other deferral period begins on
the date such distribution or transfer would otherwise have been transacted.

All  transactions  into,  out of or based on any  Sub-account  may be  postponed
whenever  (1) the New York Stock  Exchange  is closed,  except for  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.


<PAGE>

Elections,  Designations,  Changes and Requests:  All  elections,  designations,
changes and requests must be In Writing and are  effective  only after they have
been approved by us,  subject to any  transactions  made by us before receipt of
such notices. We inform you of any changes to the contract shown in the Schedule
that  materially  affect your rights.  We reserve the right to require that this
Annuity be returned to our Office for endorsement of any change to such contract
or any change affecting only this Annuity.

Claims of  Creditors:  To the extent  permitted  by law,  no  payment  under the
contract  shown in the  Schedule  or any  Annuity  thereunder  is subject to the
claims of the creditors of the Owner, you or any other participant, Annuitant or
Beneficiary.

Proof of Survival: Any annuity payment is subject to evidence satisfactory to us
that the payee is alive on the date such payment is otherwise due.

Tax Reporting: We intend to make all required regulatory reports regarding
taxable events in relation to this Annuity. Such events may include, but are not
limited to: (a) annuity payments;  (b) payment of death benefits;  (c) surrender
of value from an Annuity in excess of the tax basis; and (d) assignments.

Facility of Payment:  We reserve the right, in settlement of full liability,  to
make  payments  to a guardian,  relative  or other  person if a payee is legally
incompetent.

Reports to You: We provide  reports to you during the  Accumulation  Period.  We
will  provide  you with  reports at least  once each  quarter.  You may  request
additional  reports.  We  reserve  the  right to  charge up to $50 for each such
additional report.

Reserved Rights: In addition to rights  specifically  reserved elsewhere in this
Annuity,  we reserve  the right to any or all of the  following:  (a)  combine a
Sub-account with other  Sub-accounts;  (b) combine the Separate Account shown in
the Schedule or a portion thereof with other separate  accounts;  (c) deregister
the Separate  Account shown in the Schedule under the Investment  Company Act of
1940;  (d) operate the  Separate  Account  shown in the Schedule as a management
investment company under the Investment Company Act of 1940 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  Investment  Company Act of 1940;  (f)
make changes that are necessary to maintain the tax status of your Annuity under
the Internal  Revenue Code; and (g) make changes required by any change in other
Federal or state laws relating to retirement annuities or annuity contracts.

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.


<PAGE>



                                 ANNUITY TABLES

The attached  tables show the minimum dollar amount of each monthly  payment for
each $1,000 applied under the options. The amounts payable when annuity payments
commence may be higher,  based on our then current  assumptions  as to interest,
expenses and mortality, but will not be lower.

Under  options one and two,  the amount of each  payment  depends on the age and
sex, if  applicable,  of the payee at the time the first  payment is due.  Under
option  three,  the  amount  of each  payment  depends  on the age and  sex,  if
applicable, of both payees at the time the first payment is due. No election can
be changed once payments begin.

The tables  shown are based on interest at 3% per year  compounded  annually and
the 1983a Individual Annuity Mortality Table set back one year for males and two
years for females or the  appropriate  variation  of such Table with  genderless
rates when  applicable to the Annuity in order to meet Federal  requirements  in
relation to the usage of such Annuity.

The payee's settlement age is the payee's age, last birthday, on the date of the
first payment,  minus the age  adjustment.  The age adjustments are shown below.
They are based on the date of the first  payment.  The age  adjustment  does not
exceed the age of the payee.

                                                                 Attained Age
                                   Annuitization Year              Set Back
                                       2000 - 2009                     1
                                       2010 - 2019                     2
                                     2020 and later                    3



<PAGE>



                Amount of Monthly Payment For Each $1,000 Applied

<TABLE>
<CAPTION>

                                             First and Second Options
                                            Single Life Annuities with

                                           Male Payee with                            Female Payee with
                                 Monthly Payments Guaranteed                 Monthly Payments Guaranteed
                                 ---------------------------                 ---------------------------
<S>                  <C>           <C>       <C>      <C>      <C>             <C>       <C>      <C>      <C>
                                   None      120      180      240             None      120      180      240
                     Age             $        $        $        $                $        $        $        $
                     ---
                     50             4.19    4.15     4.10     4.03              3.79    3.78     3.76     3.73
                     55             4.61    4.54     4.45     4.32              4.10    4.08     4.04     3.99
                     60             5.15    5.03     4.87     4.65              4.52    4.47     4.40     4.30
                     65             5.91    5.67     5.36     4.97              5.08    4.98     4.85     4.65
                     70             6.98    6.44     5.87     5.23              5.85    5.65     5.38     5.00
                     75             8.46    7.32     6.31     5.40              6.98    6.50     5.94     5.28
                     80            10.57    8.18     6.62     5.48              8.66    7.50     6.41     5.43


                                                   Third Option
                                          Joint and Last Survivor Annuity

                                                                       Age of Female Payee
              Age of        35      40       45       50       55      60       65       70       75       80
          Male Payee         $       $        $        $        $       $        $        $        $        $
          ----------
                50         3.15     3.27    3.39     3.53     3.67     3.79     3.91    4.00     4.07     4.12
                55         3.17     3.29    3.44     3.60     3.78     3.96     4.13    4.27     4.39     4.47
                60         3.18     3.31    3.47     3.66     3.88     4.11     4.35    4.57     4.76     4.91
                65         3.19     3.33    3.50     3.70     3.95     4.23     4.55    4.87     5.18     5.44
                70         3.19     3.34    3.52     3.74     4.01     4.33     4.72    5.16     5.62     6.05
                75         3.20     3.34    3.53     3.76     4.04     4.40     4.85    5.39     6.02     6.68
                80         3.20     3.35    3.53     3.77     4.07     4.45     4.94    5.57     6.35     7.26


                                                   Fourth Option
                                         Payments for a Designated Period

                         Amount of               Amount of               Amount of               Amount of
              No. of      Monthly     No. of      Monthly     No. of      Monthly     No. of      Monthly
               Years     Payments      Years     Payments      Years     Payments      Years     Payments
               -----     --------      -----     --------      -----     --------      -----     --------
                10         9.61         16         6.53         22         5.15         28         4.37
                11         8.86         17         6.23         23         4.99         29         4.27
                12         8.24         18         5.96         24         4.84         30         4.18
                13         7.71         19         5.73         25         4.71
                14         7.26         20         5.51         26         4.59
                15         6.87         21         5.32         27         4.47


</TABLE>

<PAGE>



WF/CRT (3/93)-17                                             17


<PAGE>






WF/CRT (3/93)-18                                             18




                   AMERICAN SKANDIA LIFE ASSURANCE CORPORATION

                              Shelton, Connecticut

                                (A Stock Company)
































                             GROUP DEFERRED ANNUITY
                                NON-PARTICIPATING
             VARIABLE INVESTMENT OPTIONS IN THE ACCUMULATION PERIOD
                   FIXED ANNUITY PAYMENTS IN THE PAYOUT PERIOD

               IN THE ACCUMULATION PERIOD ANY PAYMENTS AND VALUES
                   ARE BASED ON THE INVESTMENT PERFORMANCE OF
                  THE SUB-ACCOUNTS ARE BASED ON THE INVESTMENT
                 PERFORMANCE AND ARE, THEREFORE, NOT GUARANTEED.
              PLEASE REFER TO THE SECTION ENTITLED "ACCOUNT VALUE"
                        FOR A MORE COMPLETE EXPLANATION.




(212) 408-6900                                                        Letterhead
                                                                Werner & Kennedy
                                                                   1633 Broadway
                                                              New York, NY 10019






                                 April 28, 1997

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

        Re: Post-effective Amendment No. 7 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


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

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

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


American Skandia
Life Assurance Corporation
Page 2



     2. American  Skandia  Variable  Account 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. 7 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



       (W&K33-56770)







                                                                      Exhibit 10






INDEPENDENT AUDITORS' CONSENT

We consent to the use in this  Post-effective  Amendment  No. 7 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 10, 1997,
included and  incorporated  by  reference  in the Annual  Report on Form 10-K of
American  Skandia Life  Assurance  Corporation  for the year ended  December 31,
1996, to the use of our report dated March 10, 1997 relating to American Skandia
Life Assurance  Corporation  appearing in the Prospectus,  which is part of this
Registration  Statement,  and to the use of our report  dated  February 24, 1997
relating to American  Skandia Life Assurance  Corporation  Variable  Account B -
Class 2 appearing in the Statement of Additional Information, which is also part
of this Registration Statement. We also consent to the reference to us under the
heading  "Independent  Auditors"  appearing  in  such  Statement  of  Additional
Information.


/s/ Deloitte & Touche LLP
New York, New York
April 28, 1997








     Calculation of Performance Information for Advertisement of Performance



The Registrant expects to use  inception-to-date  performance data, as well as 1
year, 3 year, 5 year and 10 year figures.  While the  Sub-accounts to be offered
are new,  standard  performance  data will be based on: (a) the charges assessed
against the  annuities  and the  Sub-accounts;  and (b) the  performance  of the
underlying  mutual  fund  portfolios  from  the  inception  of such  portfolios.
Non-standard   performance  data  will  be  based  on  the  performance  of  the
Sub-accounts  only, and will not take into  consideration  any applicable  sales
charges  or  maintenance  fees.  Non-standard  return  will  only be  used  when
accompanied by standard  return data. The Registrant also expects to use current
and effective  yield  performance  data in  advertising  the  money-market  type
account.

Current and effective  yield is to be calculated for a hypothetical  Annuity and
based on the performance of any money-market type  Sub-accounts  during the last
seven  days  of  the  calendar   quarter   ending  prior  to  the  date  of  the
advertisement.  At the  beginning of such period,  the  hypothetical  Annuity is
assumed to have a balance of one Unit in the money market-type Sub-account.

         (a) The current yield will be computed by  determining  the net change,
exclusive of capital changes, in the value of the aforementioned Unit during the
seven-day  period,  subtracting a  hypothetical  charge  reflecting  the charges
against an Annuity,  and dividing the difference by the value of the Unit at the
beginning  of the  seven-day  period to obtain a base  period  return,  and then
multiplying  such base period return by (365/7) with the resulting  yield figure
carried to at least the nearest 100th of one percent.

         (b) The effective  yield is determined by taking the base period return
noted above and compounding by adding 1, raising the sum to a power equal to 365
divided  by 7, and  subtracting  1 from the  result,  according  to the  formula
EFFECTIVE YIELD = [(BASE PERIOD RETURN + 1)365/7 ]- 1.

Standard  and  non-standard  return  will  be  calculated  as of the end of each
calendar  quarter.  The formulas for calculating  standard return for periods of
1-year,  3 years and from  inception-to-date  are shown below.  The formulas for
periods of 5 and 10 years would follow the pattern for the 3 year period.

Standard  return for the class of contracts  being  offered in an  advertisement
that includes  performance  data will at least show figures based on the maximum
charges and fees for that class.  Annuities may be offered to certain  groups or
under  group  contracts  where  various  charges and fees may be  eliminated  or
reduced.  Therefore,  advertising to persons eligible for such Annuities will be
shown  performance  data  related  to the  particular  class of  contract  being
offered.   In  addition  to  the  data  based  on  maximum  applicable  charges,
performance data may be provided based on the assumption that no maintenance fee
applies because the Purchase Payment and Account Value are in excess of $50,000.

In the formulas that follow, Class I represents Annuities subject to the maximum
charges and fees.  Class II  represents  Annuities  subject to the maximum sales
charge but no applicable  maintenance fee. The formulas assume a single Purchase
Payment of $1,000.

The formulas are as shown on the following pages.



<PAGE>


     A. Standard Total Return: 1-Year; Class I

Standard Total Return = (1 - x)(1+ y)(1 - z) -1; where:

x = The maximum sales charge of 1.50%;

y = Sub-account total return for the year ending on the last Valuation
Period of the most recent calendar quarter; and

z = 0.2% This percentage is the maximum $35 maintenance fee converted to a
percentage of assets for the period. Such conversion assumes an average purchase
payment based:  (a) on an estimated  average  purchase  payment of $17.500,  for
total  return  as  quoted  prior  to June 30,  1994;  and (b) for  total  return
quotations  provided on or after June 30, 1994,  on an average  payment based on
Annuity  sales in the prior  calendar year for the  applicable  annuity plan for
which the initial purchase payment is under $50,000.

B.       Standard Total Return 1-Year; Class II

         Standard Total Return = (1 - x)(1 + y) -1; where:

         x =      The maximum sales charge of 1.50%; and

         y        =  Sub-account  total  return for the year  ending on the last
                  Valuation Period of the most recent calendar quarter.

C.       Non-standard Total Return 1-Year; Either Class

                  Non-standard  Total Return = Sub-account  total return for the
                  year  ending on the last  Valuation  Period of the most recent
                  calendar quarter.

D.       Standard Total Return 3 Years; Class I
                  Standard Total Return = [(l - x)(1 + y)(1 - z)3] 1/3 1; where:
                  x = The maximum sales charge of 1.50%;

                  y             = Sub-account total return for the 3-year period
                                ending on the last Valuation  Period of the most
                                recent calendar quarter; and

                  z             =  0.2%  This  percentage  is  the  maximum  $35
                                maintenance  fee  converted to a  percentage  of
                                assets for the period.  Such conversion  assumes
                                an average  purchase  payment  based:  (a) on an
                                estimated  average  purchase payment of $17,500,
                                for total  return  as  quoted  prior to June 30,
                                1994;  and  (b)  for  total  return   quotations
                                provided  on  or  after  June  30,  1994,  on an
                                average  payment  based on Annuity  sales in the
                                prior calendar year for the  applicable  annuity
                                plan for which the initial  purchase  payment is
                                under $50,000.

E.       Standard Total Return 3 Years; Class II

                  Standard  Total Return = [(1 - x)(1 + y)] 1/3 - 1; where:  x =
                  The maximum sales charge of 1.50%; and

                  y             = Sub-account total return for the 3-year period
                                ending on the last Valuation  Period of the most
                                recent calendar quarter.

F.       Non-standard Total Return 3 Years; Either Class

                  Non-standard  Total Return = Sub-account  total return for the
                  3-year period ending on the last Valuation  Period of the most
                  recent calendar quarter.

G.       Standard Total Return Inception-to-date; Class I

                  Standard Total Return = [(l - x)(1 + y)(1 - z)T]365/N - 1;

                  x = The maximum sales charge of 1.50%;

                  y = Sub-account  total return for the period  beginning on the
                  "inception  date"  (the  date  operations  commenced)  for the
                  applicable  underlying  mutual  fund  and  ending  on the last
                  Valuation Period of the most recent calendar quarter;

                  z = 0.2% This  percentage is the maximum $35  maintenance  fee
                  converted  to a  percentage  of assets  for the  period.  Such
                  conversion  assumes an average  purchase payment based: (a) on
                  an estimated  average purchase  payment of $17,500,  for total
                  return as  quoted  prior to June 30,  1994;  and (b) for total
                  return  quotations  provided on or after June 30, 1994,  on an
                  average  payment based on Annuity sales in the prior  calendar
                  year for the  applicable  annuity  plan for which the  initial
                  purchase payment is under $50,000;

                  N = The  number  of days from the  inception  date to the last
                  Valuation Period of the most recent calendar quarter; and

                  T = The  duration  in years of an  Annuity as if issued on the
                  inception  date and in force on the  Valuation  Period  of the
                  most recent calendar quarter.

H.       Standard Total Return Inception-to-date; Class II

                  Standard Total Return = [(1 - x)(1 + y)]365/N - 1; where:

                  x = The maximum sales charge of 1.50%;

                  y = Sub-account  total return for the period  beginning on the
                  inception date for the applicable  underlying  mutual fund and
                  ending  on  the  last  Valuation  Period  of the  most  recent
                  calendar quarter; and

                  N = The  number  of days from the  inception  date to the last
                  Valuation Period of the most recent calendar quarter.

  I.     Non-standard Total Return Inception-to-date; Either Class

         Non-standard  Total  Return =  Sub-account  total return for the period
  beginning  on the date  operations  commenced  for the  applicable  underlying
  mutual  fund  and  ending  on the last  Valuation  Period  of the most  recent
  calendar quarter.

<TABLE> <S> <C>
                                                                 
<ARTICLE>                          6
<LEGEND>                       Separate Account B Class 2 
</LEGEND>                                                              
<CIK>                          916725
<NAME>                         ASLAC Sep Acct B Class 
<MULTIPLIER>                         1
<CURRENCY>                     U.S DOLLARS
       
<S>                                  <C>
<PERIOD-TYPE>                        YEAR
<FISCAL-YEAR-END>                    DEC-31-1996
<PERIOD-START>                        JAN-1-1996
<PERIOD-END>                         DEC-31-1996
<EXCHANGE-RATE>                                1
<INVESTMENTS-AT-COST>                121,839,327
<INVESTMENTS-AT-VALUE>               126,290,636
<RECEIVABLES>                            213,120
<ASSETS-OTHER>                                 0
<OTHER-ITEMS-ASSETS>                           0
<TOTAL-ASSETS>                       126,503,756
<PAYABLE-FOR-SECURITIES>                 213,323
<SENIOR-LONG-TERM-DEBT>                        0
<OTHER-ITEMS-LIABILITIES>                      0
<TOTAL-LIABILITIES>                      213,323
<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>                         126,290,433
<DIVIDEND-INCOME>                      1,567,398
<INTEREST-INCOME>                              0
<OTHER-INCOME>                                 0
<EXPENSES-NET>                        (1,027,070)
<NET-INVESTMENT-INCOME>                  540,328
<REALIZED-GAINS-CURRENT>              10,734,545
<APPREC-INCREASE-CURRENT>                872,791
<NET-CHANGE-FROM-OPS>                 12,147,664
<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>                41,600,090
<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-31-1996
<PERIOD-START>          Jan-01-1996
<PERIOD-END>            Dec-31-1996
<EXCHANGE-RATE>                 1
<DEBT-HELD-FOR-SALE>              87,369,724
<DEBT-CARRYING-VALUE>             97,950,868
<DEBT-MARKET-VALUE>               97,462,993
<EQUITIES>                         2,637,731
<MORTGAGE>                                 0
<REAL-ESTATE>                              0
<TOTAL-INVEST>                   118,197,824
<CASH>                            14,199,412
<RECOVER-REINSURE>                 2,167,818
<DEFERRED-ACQUISITION>           438,640,918
<TOTAL-ASSETS>                 8,334,662,876 <F1>
<POLICY-LOSSES>                   57,484,685
<UNEARNED-PREMIUMS>                        0
<POLICY-OTHER>                             0
<POLICY-HOLDER-FUNDS>                      0
<NOTES-PAYABLE>                  213,000,000
<COMMON>                           2,000,000
                      0
                                0
<OTHER-SE>                       124,345,031
<TOTAL-LIABILITY-AND-EQUITY>   8,334,662,876   <F2>
                           125,000
<INVESTMENT-INCOME>                1,585,819
<INVESTMENT-GAINS>                   134,463
<OTHER-INCOME>                    86,233,366    <F3>
<BENEFITS>                         4,787,604
<UNDERWRITING-AMORTIZATION>       22,577,053
<UNDERWRITING-OTHER>              27,188,608
<INCOME-PRETAX>                   22,584,667
<INCOME-TAX>                      (4,038,357)
<INCOME-CONTINUING>                        0
<DISCONTINUED>                             0
<EXTRAORDINARY>                            0
<CHANGES>                                  0
<NET-INCOME>                      26,623,024
<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
     $7,734,439,793.
<F2> Included in Total Liabilities and Equity are Liabilities Related to Separate Accounts of $7,734,439,793.
<F3> Other income includes annuity charges and fees of $69,779,522  and  fee income of $16,419,690.
</FN>
        

</TABLE>


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