U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer: American Skandia Life Assurance Corporation
One Corporate Drive
Shelton, CT 06484
2. Name of each series or class of funds for which this notice is filed:
Variable Account B - Class 2
3. Investment Company Act File Number:811-8248
Securities Act File Number: 33-56770
4. Last day of fiscal year for which this notice is filed: 12/31/96
5. Check box if this notice is being filed more than 180 days after the close
of the issuer's fiscal year for purposes of reporting securities sold after
the close of the fiscal year but before termination of the issuer's 24f-2
declaration:
[ ]
6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable:
7. Number and amount of securities of the same class or series which had been
registered under the Securities Act of 1933 other than pursuant to rule
24f-2 in a prior fiscal year, but which remained unsold at the beginning of
the fiscal year:
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
9. Number and aggregate sale price of securities sold during the fiscal year:
Number: 700
Sale Price: $54,109,156
10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
Number: 700
Sale Price: $54,109,156
11. Number and aggregate sale price of securities issued during the fiscal year
in connection with dividend reinvestment plans, if applicable:
Number: 0
Sale Price: 0
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold
during the fiscal year in reliance on
rule 24f-2 (from Item 10): $ 54,109,156
(ii) Aggregate price of shares issued in
connection with dividend reinvestment plans
(from Item 11, if applicable): + 0
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable): - 24,656,730
(iv) Aggregate price of shares redeemed or repurchased
and previously applied as a reduction to filing
fees pursuant to rule 24e-2 (if applicable) + 0
(v) Net aggregate price of securities sold and
issued during the fiscal year in reliance on rule
24f-2 [line (i), plus line (ii), less line (iii),
plus line (iv)] if applicable): 29,452,426
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable
law or regulation: x .00030303030
(vii) Fee due [line (i) or line (v) multiplied by
line (vi)]: $ 8,924.98
13. Check box if fees are being remitted to the Commission's lockbox depository
as described in section 3a of the Commission's Rules of Informal and Other
Procedures (17 CFR 202.3a).
[X]
Date of mailing or wire transfer of filing fees to the Commission's lockbox
depository:
February 25, 1997
SIGNATURES
This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the dates indicated.
/s/Thomas M. Mazzaferro
Thomas M. Mazzaferro
Executive Vice President and
Chief Financial Officer
February 26, 1997
(212) 408-6900
February 19, 1997
American Skandia Life Assurance Corporation
One Corporate Drive
Shelton, Connecticut 06484-9932
Attention: Mr. Thomas M. Mazzaferro,
Executive Vice President
and Chief Financial Officer
Re: Opinion as to Rule 24f-2 Notice for Variable
Account B (Class 2 Sub-Accounts) of American
Skandia Life Assurance Corporation
(Registrant) and American Skandia
Life Assurance Corporation (Depositor)
Registration No.: 33-56770
Investment Company Act No.: 811-8248
Our File No.: 74877-00-101
--------------------------
Dear Sirs:
You have requested us, as general counsel to American Skandia
Life Assurance Corporation (Skandia Life) and American Skandia Life Assurance
Corporation Variable Account B (Class 2 Sub-Accounts), to furnish you with this
opinion in connection with the filing by American Skandia Life Assurance
Corporation Variable Account B (Class 2 Sub-Accounts) of a Rule 24f-2 Notice
pursuant to the Investment Company Act of 1940 for the fiscal year ended
December 31, 1996.
We have made such examination of the statutes, authorities, and
records of American Skandia Life Assurance Corporation Variable Account B (Class
2 Sub-Accounts) and other documents as in our judgment are necessary to form a
basis for the opinions hereinafter expressed.
In our examination, we have assumed the genuineness of all
signatures on, and authenticity of, and the conformity to original documents of
all copies submitted to us. As to various questions of fact material to our
opinion, we have relied upon statements and certificates of officers and
representatives of Skandia Life, American Skandia Life Assurance Corporation
Variable Account B (Class 2 Sub-Accounts) and others.
<PAGE>
Mr. Thomas M. Mazzaferro
February 19, 1997
Page Two
Based upon the foregoing, we are of the opinion that the
securities, the registration of which said notice makes definite, were legally
issued, fully paid, and non-assessable.
We hereby consent to the use of this opinion as an exhibit to the
Rule 24f-2 Notice filed pursuant to the provisions of the Investment Company Act
of 1940.
Very truly yours,
Werner & Kennedy
