AMERICAN SKANDIA LIFE ASSUR CORP VAR ACCT B CLA 3 SUB ACCT
485BPOS, 1997-04-30
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        Filed with the Securities and Exchange Commission on April 30, 1997
    


Registration No. 33-86866                    Investment Company Act No. 811-8884
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM N-4

           Registration Statement under The Securities Act of 1933 and
         Registration Statement under The Investment Company Act of 1940

   
                         Post-effective Amendment No. 3
    

         AMERICAN SKANDIA LIFE ASSURANCE CORPORATION VARIABLE ACCOUNT B
                             (CLASS 3 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 Executive Offices and
                          Depositor's Telephone Number
                             TEL. #: (203) 926-1888

   
                    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, 1997 or as soon as practicable after the effective date
                        of this Registration Statement.
    

It is proposed that this filing become effective: (check appropriate space)
 ___ immediately    upon   filing   pursuant   to paragraph (b) of Rule 485.
   X on May 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 checked,  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 of 1940

   
Registrant has registered an indefinite number or amount of securities under the
Securities Act of 1933 pursuant to Rule 24f-2 of the  Investment  Company Act of
1940. The Rule 24f-2 Notice for  Registrant's  fiscal year 1996 was filed within
90 days of the close of the fiscal year.
- --------------------------------------------------------------------------------
AXIOM
    

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

              N-4 Item No.                                                                       Prospectus Heading

1.            Cover Page                                                                                 Cover Page

2.            Definitions                                                                               Definitions

3.            Synopsis or Highlights                                                                     Highlights

4.            Condensed Financial Information                (No condensed financial information - new Registrant),
                                                                                                        Advertising

5.            General Description of Registrant, Depositor                    Investment Options, Operations of the
              and Portfolio Companies                                                Separate Accounts, The Company

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

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

8.            Annuity Period                                                                       Annuity Payments

9.            Death Benefit                                                                           Death Benefit

10.           Purchases and Contract Value                  Purchasing Annuities, Account Value and Surrender Value

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

12.           Taxes                                                                      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 Breakpoints,
                                                          Exchange Contracts, Skandia's Systematic Investment Plan
                                                                                         and Sale of the Annuities
    

20.           Underwriters                                                                    Principal Underwriter

                                   (Continued)


<PAGE>



                  CROSS REFERENCE SHEET PURSUANT TO RULE 495(a)

              N-4 Item No.                                                                             SAI Headings

21.           Calculation of Performance Data                                       Calculation of Performance Data

22.           Annuity Payments                                           Noted in Prospectus under Annuity Payments

23.           Financial Statements                                            Noted in Prospectus under The Company


                                                                                                     Part C Heading

24.           Financial Statements and Exhibits                                                Financial Statements
                                                                                                       and Exhibits

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

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

27.           Number of Contractowners                                              Not applicable - new Registrant

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>





axiom  4/7/97


This  Prospectus  describes a type of 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 individual annuity contracts or as interests in a group annuity. 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  and is available from us without
charge upon request. The contents of the Statement of Additional Information are
described on page 51. 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 is assessed any  applicable tax charge (see
"Tax  Charges").  It is then  allocated  to the  investment  options you select,
except in certain  jurisdictions,  where  allocations  of  Purchase  Payments we
receive during the "free-look"  period that you direct to any  Sub-accounts  are
temporarily allocated to a money-market type Sub-account (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
Surrender Value or make withdrawals (see  "Distributions").  Such  distributions
may be subject to tax,  including a tax penalty,  and any applicable  contingent
deferred sales charges (see "Contingent Deferred Sales Charge"). A death benefit
may be payable during the accumulation  phase.  There is a minimum death benefit
applicable  for a  limited  time  during  the  accumulation  phase  (see  "Death
Benefit").

Account Value in the variable investment options increases or decreases daily to
reflect investment  performance and the deduction of charges.  No minimum amount
is guaranteed (see "Account Value in the Sub-accounts"). The variable investment
options are Class 3 Sub-accounts of American Skandia Life Assurance  Corporation
Variable Account B ("Separate Account B")(see "Separate  Accounts" and "Separate
Account  B").  Each  Sub-account  invests  exclusively  in one  portfolio  of an
underlying  mutual fund or in 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,  Federated Utility Income, Federated High
Yield,  AST Money  Market,  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).
    


In most  jurisdictions,  Account  Value may be allocated  to a fixed  investment
option during the accumulation  phase.  Account Value so allocated earns a fixed
rate of  interest  for a  specified  period of time  referred  to as a Guarantee
Period.  Guarantee  Periods of  different  durations  may be offered (see "Fixed
Investment  Options").  Such an allocation and the interest earned is guaranteed
by us only if held to its Maturity  Date. You are cautioned that with respect to
the Fixed Investment Options during the accumulation  phase, we do not guarantee
any minimum amount,  because the value may be increased or decreased by a market
value  adjustment  (see  "Account  Value  of  the  Fixed  Allocations").  Assets
supporting  such  allocations  in the  accumulation  phase are held in  American
Skandia Life Assurance  Corporation  Separate  Account D ("Separate  Account D")
(see "Separate Accounts" and "Separate Account D").

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
AX-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 purposely left blank.)








<PAGE>

<TABLE>
<CAPTION>

   


                                                     TABLE OF CONTENTS
<S>                                                                                                                 <C>
DEFINITIONS..........................................................................................................6
HIGHLIGHTS...........................................................................................................8
AVAILABLE INFORMATION...............................................................................................10
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.....................................................................10
CONTRACT EXPENSE SUMMARY............................................................................................10
EXPENSE EXAMPLES....................................................................................................12
CONDENSED FINANCIAL INFORMATION.....................................................................................13
         Unit Prices And Numbers Of Units...........................................................................13
         Yields On Money Market Sub-account.........................................................................15
INVESTMENT OPTIONS..................................................................................................15
         Variable Investment Options................................................................................15
         Fixed Investment Options...................................................................................17
OPERATIONS OF THE SEPARATE ACCOUNTS.................................................................................18
         Separate Accounts..........................................................................................18
         Separate Account B.........................................................................................18
         Separate Account D.........................................................................................19
INSURANCE ASPECTS OF THE ANNUITY....................................................................................20
CHARGES ASSESSED OR ASSESSABLE AGAINST THE ANNUITY..................................................................20
         Contingent Deferred Sales Charge...........................................................................20
         Maintenance Fee............................................................................................21
         Tax Charges................................................................................................21
         Transfer Fee...............................................................................................21
         Withdrawal Fee.............................................................................................21
         Allocation Of Annuity Charges..............................................................................21
CHARGES ASSESSED AGAINST THE ASSETS.................................................................................21
         Administration Charge......................................................................................21
         Mortality and Expense Risk Charges.........................................................................22
CHARGES OF THE UNDERLYING MUTUAL FUNDS..............................................................................22
PURCHASING ANNUITIES................................................................................................22
         Uses Of The Annuity........................................................................................22
         Application And Initial Payment............................................................................22
         Breakpoints................................................................................................22
         Skandia's Systematic Investment Plan.......................................................................23
         Periodic Purchase Payments.................................................................................24
         Right to Return the Annuity................................................................................24
         Allocation of Net Purchase Payments........................................................................24
         Balanced Investment Program................................................................................24
         Ownership, Annuitant and Beneficiary Designations..........................................................25
ACCOUNT VALUE AND SURRENDER VALUE...................................................................................25
         Account Value in the Sub-accounts..........................................................................25
         Account Value of the Fixed Allocations.....................................................................25
         Additional Amounts in the Fixed Allocations................................................................26
RIGHTS, BENEFITS AND SERVICES.......................................................................................27
         Additional Purchase Payments...............................................................................27
         Changing Revocable Designations............................................................................27
         Allocation Rules...........................................................................................27
         Transfers..................................................................................................28
                  Renewals..........................................................................................29
                  Dollar Cost Averaging.............................................................................29
                  Rebalancing.......................................................................................30
         Distributions..............................................................................................30
                  Surrender.........................................................................................30
                  Medically-Related Surrender.......................................................................30
                  Free Withdrawals..................................................................................31
                  Partial Withdrawals...............................................................................31
                  Systematic Withdrawals............................................................................31
                  Minimum Distributions.............................................................................33
                  Death Benefit.....................................................................................34
                  Annuity Payments..................................................................................34
                  Qualified Plan Withdrawal Limitations.............................................................36
         Pricing of Transfers and Distributions.....................................................................36
         Voting Rights..............................................................................................37
         Transfers, Assignments or Pledges..........................................................................37
         Reports to You.............................................................................................37
SALE OF THE ANNUITIES...............................................................................................36
         Distribution...............................................................................................37
         Advertising................................................................................................37
CERTAIN TAX CONSIDERATIONS..........................................................................................38
         Our Tax Considerations.....................................................................................38
         Tax Considerations Relating to Your Annuity................................................................38
                  Non-natural Persons...............................................................................38
                  Natural Persons...................................................................................38
                  Distributions.....................................................................................38
                  Loans, Assignments and Pledges....................................................................39
                  Gifts.............................................................................................39
                  Penalty on Distributions..........................................................................39
                  Annuity Payments..................................................................................39
                  Tax Free Exchanges................................................................................40
                  Transfers Between Investment Options..............................................................40
                  Estate and Gift Tax Considerations................................................................40
                  Generation-Skipping Transfers.....................................................................40
                  Diversification...................................................................................40
                  Federal Income Tax Withholding....................................................................40
         Tax Considerations When Using Annuities in Conjunction with Qualified Plans................................40
                  Individual Retirement Programs....................................................................41
                  Tax Sheltered Annuities...........................................................................41
                  Corporate Pension and Profit-sharing Plans........................................................41
                  H.R. 10 Plans.....................................................................................41
                  Tax Treatment of Distributions from Qualified Annuities...........................................41
                  Section 457 Plans.................................................................................41
OTHER MATTERS.......................................................................................................41
         Deferral of Transactions...................................................................................41
         Resolving Material Conflicts...............................................................................42
         Modification...............................................................................................42
         Misstatement of Age or Sex.................................................................................42
         Ending the Offer...........................................................................................42
         Indemnification............................................................................................42
         Legal Proceedings..........................................................................................43
THE COMPANY.........................................................................................................43
         Lines of Business..........................................................................................43
         Selected Financial Data....................................................................................43
         Management's Discussion and Analysis of Financial Condition and Results of Operations......................44
         Results of Operation.......................................................................................44
         Liquidity and Capital Resources............................................................................46
                  Segment Information...............................................................................46
         Reinsurance................................................................................................46
         Future Fees Payable to Parent..............................................................................47
         Surplus Notes..............................................................................................47
         Reserves...................................................................................................48
         Competition................................................................................................48
         Employees..................................................................................................48
         Regulation.................................................................................................48
         Executive Officers and Directors...........................................................................48
CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION.................................................................51
FINANCIAL STATEMENTS................................................................................................51
APPENDIX A  FINANCIAL STATEMENTS FOR AMERICAN SKANDIA LIFE ASSURANCE CORPORATION....................................52
APPENDIX B  SHORT DESCRIPTIONS OF THE UNDERLYING MUTUAL FUNDS' PORTFOLIO INVESTMENT
   OBJECTIVES AND POLICIES..........................................................................................52
</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  or a Fixed
Allocation prior to the Annuity Date, plus any earnings, and/or less any losses,
distributions   and  charges  thereon,   before  assessment  of  any  applicable
contingent deferred sales charge and/or any applicable  maintenance fee. Account
Value  is  determined  separately  for  each  Sub-account  and  for  each  Fixed
Allocation, and then totaled to determine Account Value for your entire Annuity.
Account  Value of each Fixed  Allocation  on other than such Fixed  Allocation's
Maturity Date may be calculated using a market value adjustment.

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,  your individual  Annuity,  or with respect to a group Annuity,
the  certificate  evidencing  your  participation  in a group  Annuity.  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.

CURRENT RATES are the interest rates we offer to credit to Fixed Allocations for
the duration of newly beginning  Guarantee  Periods under this Annuity.  Current
Rates are contained in a schedule of rates  established  by us from time to time
for the  Guarantee  Periods  then  being  offered.  We may  establish  different
schedules for different classes and for different annuities.

FIXED  ALLOCATION  is an  allocation  of Account  Value that is to be credited a
fixed rate of interest for a specified  Guarantee Period during the accumulation
phase and is to be supported by assets in Separate Account D.

GUARANTEE PERIOD is a period of time during the accumulation  phase during which
we credit a fixed rate of interest on a Fixed Allocation.

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

INTERIM  VALUE is,  as of any  particular  date,  the  initial  value of a Fixed
Allocation  plus all  interest  credited  thereon,  less the sum of all previous
transfers and withdrawals of any type from such Fixed Allocation of such Interim
Value and interest thereon from the date of each withdrawal or transfer.

ISSUE DATE is the effective date of your Annuity.

MVA is a market value  adjustment used in the  determination of Account Value of
each Fixed Allocation as of a date other than such Fixed  Allocation's  Maturity
Date, and, where required by law, the 30 days prior to the Maturity Date.

MATURITY DATE is the last day in a Guarantee Period.

   
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 charge for taxes.

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

SURRENDER  VALUE is the value of your Annuity  available upon surrender prior to
the  Annuity  Date.  It  equals  the  Account  Value as of the date we price the
surrender  less  any  applicable   contingent  deferred  sales  charge  and  any
applicable maintenance fee.

SYSTEMATIC  WITHDRAWAL  is one of a plan of periodic  withdrawals  of  Surrender
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 variable and, in most
jurisdictions, fixed investment options.

During  the  accumulation  phase,  we  currently  offer  a  number  of  variable
investment options. Each of these investment options is a Class 3 Sub-account of
Separate  Account B. Each  Sub-account  invests  exclusively  in one  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 variable 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,
Federated Utility Income,  Federated High Yield, AST Money Market, 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).
    

In most jurisdictions, we also offer the option during the accumulation phase of
earning one or more fixed rates of interest on all or a portion of your  Account
Value.  As of the  date  of this  Prospectus,  we  offered  the  option  to make
allocations  at interest rates that could be guaranteed for 1, 2, 3, 5, 7 and 10
years. Each such Fixed Allocation earns the fixed interest rate applicable as of
the date of such  allocation.  The interest rate credited to a Fixed  Allocation
does not change during its Guarantee  Period.  You may maintain  multiple  Fixed
Allocations.  From  time-to-time we declare Current Rates for Fixed  Allocations
beginning a new Guarantee Period. The rates we declare are subject to a minimum,
but we may declare  higher  rates.  The minimum is  determined in relation to an
index that we do not control.

The end of a  Guarantee  Period for a specific  Fixed  Allocation  is called its
Maturity Date. At that time, the Guarantee Period normally "renews" and we begin
crediting interest for a new Guarantee Period lasting the same amount of time as
the one just ended.  That Fixed  Allocation  then earns interest  during the new
Guarantee  Period at a rate that is not less than the one then  being  earned by
Fixed  Allocations  for that Guarantee  Period by new Annuity  purchasers in the
same class. You also may choose a different Guarantee Period from among those we
are then currently  making available or you may transfer that Account Value to a
variable Sub-account.

In the payout  phase,  you may elect fixed  annuity  payments  based on our then
current annuity rates. We also may make available adjustable annuity rates.

For more information, see the section entitled Investment Options, including the
following subsections: (a) Variable Investment Options; and (b) Fixed Investment
Options.

      (2) Operations of the Separate  Accounts:  In the accumulation  phase, the
assets  supporting  guarantees we make in relation to Fixed Allocations are held
in our Separate Account D. This is a "non-unitized"  separate account.  However,
values and benefits  calculated on the basis of Fixed Allocations are guaranteed
by our general  account.  In the payout phase,  fixed  annuity  payments and any
adjustable  annuity  payments we may make  available are also  guaranteed by our
general  account,  but the  assets  supporting  such  payments  are not  held in
Separate Account D.

In the accumulation  phase, the assets  supporting the Account Values maintained
in the  Sub-accounts  are held in our  Separate  Account  B.  These  are Class 3
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 funds or fund portfolios, as applicable.

For more  information,  see the  section  entitled  Operations  of the  Separate
Accounts,  including  the  following  subsections:  (a) Separate  Accounts;  (b)
Separate Account B; and (c) Separate Account D.

      (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  Assessed or  Assessable  Against  the  Annuity:  The Annuity
charges which are assessed or may be assessable under certain  circumstances are
the contingent deferred sales charge, the maintenance fee, a charge for taxes, a
transfer fee and a withdrawal 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  Assessed or Assessable  Against the Annuity,
including the following  subsections:  (a) Contingent Deferred Sales Charge; (b)
Maintenance Fee; (c) Tax Charges;  (d) Transfer Fee; (e) Withdrawal Fee; and (f)
Allocation of Annuity Charges.

     (5)  Charges  Assessed  Against the Assets:  The charges  assessed  against
assets in the Sub-accounts are the  administration  charge and the mortality and
expense risk charges.  There are no charges deducted from the assets  supporting
Fixed  Allocations.  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
assesses  various  charges,  including  charges for  investment  management  and
investment  advisory fees.  These charges  generally  differ between  portfolios
within the same underlying mutual fund. You will find additional details in each
fund prospectus and its statement 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 under our
underwriting  rules  before we agree to issue an Annuity.  We may offer  special
programs in relation to Annuities on which we receive large  Purchase  Payments.
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 and
any Purchase  Payments  received  during the  "free-look"  period are  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 such  Purchase  Payments to the AST Money Market 3  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 3 Sub-account,  if you execute a return waiver. We offer a balanced
investment  program  in  relation  to your  initial  Purchase  Payment.  Certain
designations  must be made,  including an Owner and an  Annuitant.  You may also
make  certain  other  designations  that apply to the  Annuity if issued.  These
designations  include,  a contingent Owner, a Contingent  Annuitant  (Contingent
Annuitants may be required in conjunction  with certain uses of the Annuity),  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)  Breakpoints;  (d) Skandia's  Systematic
Investment  Plan;  (e)  Periodic  Purchase  Payments;  (f) Right to  Return  the
Annuity;  (g)  Allocation  of Net Purchase  Payments;  (h)  Balanced  Investment
Program; and (i) Ownership, Annuitant and Beneficiary Designations.
    

      (8) Account  Value and Surrender  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  and in  each  Fixed
Allocation.  Surrender Value is the Account Value less any applicable contingent
deferred  sales charge and any  applicable  maintenance  fee. 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.  We also
determine  your Account  Value  separately  for each Fixed  Allocation.  A Fixed
Allocation's  Account Value as of a particular date is determined by multiplying
its then  current  Interim  Value  times  the  MVA.  No MVA  applies  to a Fixed
Allocation as of its Maturity Date. Under certain circumstances, the MVA formula
may change.  For more  information,  see the section  entitled Account Value and
Surrender Value, including the following  subsections:  (a) Account Value in the
Sub-accounts; (b) Account Value of Fixed Allocations; and (c) Additional Amounts
in the Fixed Allocations.

   
      (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. You may use bank drafting to
make Purchase  Payments.  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 4 per Annuity
Year are subject to a fee. We offer dollar cost averaging and rebalancing during
the  accumulation  phase.  During  the  accumulation  phase,   surrender,   free
withdrawals  and partial  withdrawals  are available,  as are  medically-related
surrenders  under which the  contingent  deferred  sales  charge is waived under
specified   circumstances.   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) Changing Revocable  Designations;  (c) Allocation Rules; (d) Transfers;  (e)
Renewals;  (f)  Dollar  Cost  Averaging;  (g)  Rebalancing;   (h)  Distributions
(including:   (i)  Surrender;  (ii)  Medically-Related   Surrender;  (iii)  Free
Withdrawals;  (iv) Partial Withdrawals; (v) Systematic Withdrawals; (vi) Minimum
Distributions;  (vii) Death Benefit; (viii) Annuity Payments; and (ix) 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
and the following  subsections:  (a) Lines of Business;  (b) Selected  Financial
Data;  (c)  Management's  Discussion  and  Analysis of Financial  Condition  and
Results of Operations (including: (i) Results of Operations;  (ii) Liquidity and
Capital  Resources;  and  (iii)  Segment  Information);   (d)  Reinsurance;  (e)
Reserves;  (f)  Competition;  (g) Employees;  (h) Regulation;  and (i) Executive
Officers and Directors.


     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 may
also 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 is part of the  registration  statements we filed
with the Securities  and Exchange  Commission  ("SEC")  regarding this offering.
Additional   information   on  us  and  this  offering  is  available  in  those
registration statements and the exhibits thereto. You may obtain copies of these
materials at the prescribed rates from the SEC's Public Reference  Section,  450
Fifth  Street  N.W.,  Washington,  D.C.,  20549.  You may inspect and copy those
registration  statements and 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.  The  Annual  Report on Form 10-K for the year
ended December 31, 1996  previously  filed by the Company with the SEC under the
Securities Exchange Act of 1934 is incorporated by reference in 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.  The only expense  applicable if you allocate
all your Account Value to Fixed  Allocations  would be the  contingent  deferred
sales charge.  More detail regarding the expenses of the underlying  mutual fund
and their  portfolios  may be found either in the  prospectuses  for such mutual
funds or in the  annual  reports  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.


<PAGE>
<TABLE>
<CAPTION>


                                                     Your Transaction Expenses

<S>                                                     <C>           <C>                        <C>
Contingent Deferred Sales Charge,  as a                      Year 1 -6.0%; year 2 - 6.0%; year 3- 5.0%; year 4 - 5.0% year 5 - 4.0%;
  percentage of Purchase Payments liquidated                         year 6 - 3.0%; year 7 - 2.0% year 8 and thereafter - 0% of each
                                                        Purchase Payment as measured from the date it was allocated to Account Value

Annual Maintenance Fee                                                                        Smaller of $35 or 2% of Account Value

Tax Charges                                                            Dependent on the requirements of the applicable jurisdiction.

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

Withdrawal Fee                                              $10 for each  withdrawal  of any type after the first in each Annuity 
                                                            Year (not applicable to death  benefit,  surrender, medically-related
                                                            surrender  or  annuity payments)
</TABLE>
                       Annual Expenses of the Sub-accounts
                 (as a percentage of average daily net assets)

Mortality and Expense Risk Charges                                      0.85%
Administration Charge                                                   0.15%
                                                                        -----
Total Annual Expenses of the Sub-accounts                               1.00%



                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.
    



<PAGE>
<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  above 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  will  bear  directly  or
indirectly  if you  maintain  Account  Value in the  Sub-accounts.  The examples
reflect expenses of our Sub-accounts,  as well as those of the underlying mutual
fund portfolios.


The examples shown assume that: (a) all your Account Value is maintained only in
Sub-accounts;   (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  PAST  OR  FUTURE  EXPENSES  OF THE  UNDERLYING  MUTUAL  FUND
PORTFOLIOS  - ACTUAL  EXPENSES  MAY BE  GREATER 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)





<PAGE>
<TABLE>
<CAPTION>


         If you surrender your Annuity at the end of the applicable time period,
         you would pay the following expenses on a $1,000  investment,  assuming
         5% annual return on assets:

                                                                                 If you do not 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:



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


<S>                                     <C>      <C>      <C>       <C>                 <C>      <C>      <C>      <C>
JanCap Growth 3                         82       118      157       250                 22       68       117      250
AST Janus Overseas Growth 3             85       128      173       283                 25       78       133      283
LA Growth and Income 3                  81       114      150       237                 21       64       110      237
Fed Utility Inc 3                       80       113      148       232                 20       63       108      232
Fed High Yield 3                        81       116      153       243                 21       66       113      243
AST Money Market 3                      77       103      131       197                 17       53        91      197
T. Rowe Price Asset Allocation 3        83       121      162       260                 23       71       122      260
T. Rowe Price International Equity 3    84       124      167       270                 24       74       127      270
T. Rowe Price Natural Resources 3       84       124      167       270                 24       74       127      270
T. Rowe Price International Bond 3      83       120      160       257                 23       70       120      257
T. Rowe Price Small Company Value 3     84       123      165       267                 24       73       125      267
Founders Capital Appreciation 3         83       120      160       257                 23       70       120      257
Founders Passport 3                     85       126      170       277                 25       76       130      277
INVESCO Equity Income 3                 81       114      150       237                 21       64       110      237
PIMCO Total Return Bond 3               80       112      146       228                 20       62       106      228
PIMCO Limited Maturity Bond 3           80       112      146       228                 20       62       106      228
Berger Capital Growth 3                 81       115      152       240                 21       65       112      240
RS Value + Growth 3                     84       125      168       273                 24       75       128      273
AST Putnam Value Growth & Income 3      82       118      156       248                 22       68       116      248
AST Putnam International Equity 3       83       120      160       257                 23       70       120      257
AST Putnam Balanced 3                   81       115      151       238                 21       65       111      238
Twentieth Century Strategic Balanced 3  83       121      161       258                 23       71       121      258
Twentieth Century International Growth 385       128      173       283                 25       78       133      283
AA Growth 3                             79       109      141       218                 19       59       101      218
AA Small Capitalization 3               80       111      145       227                 20       61       105      227
AA MidCap Growth 3                      79       110      143       222                 19       60       103      222
NB Partners 3                           81       114      149       235                 21       64       109      235
MV Emerging Markets 3                   86       129      175       286                 26       79       135      286


</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 3  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.  The
charges  assessed  against  the  Sub-accounts  under  the  terms of those  other
variable   annuities  are  the  same  as  the  charges   assessed  against  such
Sub-accounts under the Annuity offered pursuant to this Prospectus.

     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 3  Sub-accounts  of
Separate  Account B that commenced  operations  prior to January 1, 1997 and are
being offered  pursuant to this Prospectus or which we offer pursuant to certain
other  prospectuses;  and (b) the  number  of  Units  outstanding  in each  such
Sub-account  as of the dates shown.  The year in which  operations  commenced in
each  such  Sub-account  is  noted in  parentheses.  The  portfolios  in which a
particular Sub-account invests may or may not have commenced operations prior to
the date such Sub-account commenced  operations.  The initial offering price for
each Sub-account was $10.00.
    
<TABLE>
<CAPTION>

                                     Sub-account and the Year Sub-account Operations Commenced

                        AA                                                           AST
                       Small                          AA              AST          Putnam
                     Capitali-        AA            MidCap          Money        International    Founders        JanCap
                     zation 3       Growth 3       Growth 3        Market 3       Equity 3      Passport 3       Growth 3
                      (1995)         (1995)         (1995)          (1995)         (1995)         (1995)          (1995)
                      ------         ------         ------          ------         ------         ------          ------
<S>                 <C>            <C>             <C>            <C>            <C>             <C>            <C>
No. of Units
  as of 12/31/96    300,816        313,462         142,950        592,996        155,338         119,878        252,967
  as of 12/31/95    104,247        185,142          50,878        559,358         51,519          41,575         68,509

Unit Price
  as of 12/31/96     $13.20         $13.61          $14.25         $10.70         $11.84          $11.47         $15.95
  as of 12/31/95      12.80          12.13           12.87          10.30          10.90           10.26          12.55
</TABLE>
<TABLE>
<CAPTION>

                                     Sub-account and the Year Sub-account Operations Commenced

                        LA                                                         T. Rowe        T. Rowe         T. Rowe
                      Growth           AST            Fed             Fed           Price          Price           Price
                        and          Putnam         Utility          High           Asset      International      Natural
                     Income 3      Balanced 3      Income 3         Yield 3     Allocation 3     Equity 3       Resources 3
                      (1995)         (1995)         (1995)          (1995)         (1995)         (1995)          (1995)
                      ------         ------         ------          ------         ------         ------          ------
No. of Units
<S>                 <C>             <C>             <C>           <C>             <C>            <C>             <C>   
  as of 12/31/96    388,009         43,887          19,077        377,336         88,398         783,865         35,664
 as of 12/31/95     168,290         30,506           8,260        216,497         22,113         265,448          5,683

Unit Price
  as of 12/31/96     $13.50         $12.61          $12.95         $12.29         $12.58          $12.08         $14.28
  as of 12/31/95      11.50          11.45           11.73          10.93          11.23           10.69          11.04
</TABLE>
<TABLE>
<CAPTION>

                                     Sub-account and the Year Sub-account Operations Commenced

                      T. Rowe                                        PIMCO          PIMCO
                       Price        Founders        INVESCO          Total         Limited        Berger
                   International     Capital        Equity          Return        Maturity       Capital            NB
                      Bond 3     Appreciation 3    Income 3         Bond 3         Bond 3        Growth 3       Partners 3
                      (1995)         (1995)         (1995)          (1995)         (1995)         (1995)          (1995)
                      ------         ------         ------          ------         ------         ------          ------
No. of Units
<S>                  <C>           <C>             <C>            <C>            <C>              <C>           <C>    
  as of 12/31/96     56,657        861,999         645,296        220,583        345,188          73,996        613,395
  as of 12/31/95     24,422        203,315         155,507         92,538        150,910          20,219         34,867

Unit Price
  as of 12/31/96     $11.18         $14.48          $13.58         $11.38         $10.70          $13.83         $15.49
  as of 12/31/95      10.66          12.18           11.71          11.12          10.40           12.01          12.08
</TABLE>



<TABLE>
<CAPTION>

            Sub-account and the Year Sub-account Operations Commenced


                     Robertson     Montgomery
                  Stephens Value    Emerging
                    & Growth 3      Markets 3
                      (1996)         (1996)
No. of Units
<S>                  <C>            <C>   
  as of 12/31/96     36,437         37,227
  as of 12/31/95          0              0
Unit Price
  as of 12/31/96     $10.92         $10.28
  as of 12/31/95          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 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  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 3          3.94%                              4.01%
    

INVESTMENT  OPTIONS:  We offer a range of variable and fixed  options as ways to
invest your Account Value. Compensation to your representative may depend on the
investment options selected (see "Sale of the Annuities").

         Variable Investment Options:  During the accumulation phase, we offer a
number of Sub-accounts  as variable  investment  options.  These are all Class 3
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 a portfolio of an underlying  mutual fund. As of the
date of this Prospectus,  our  Sub-accounts  and the underlying  mutual funds or
portfolios in which they invest are as follows:
<TABLE>
<CAPTION>
   
                      <S>                                                                 <C>
                      Underlying Mutual Fund:                                                       The Alger American Fund

                      Sub-account                                                          Underlying Mutual Fund Portfolio

                      AA Growth 3                                                                                    Growth
                      AA Small Capitalization 3                                                        Small Capitalization
                      AA MidCap Growth 3                                                                      MidCap Growth

                      Underlying Mutual Fund:                                                   Neuberger & Berman Advisers
                                                                                                           Management Trust

                      Sub-account                                                          Underlying Mutual Fund Portfolio

                      NB Partners 3                                                                                Partners


                     Underlying Mutual Fund:                                                        American Skandia Trust

                      Sub-account                                                         Underlying Mutual Fund Portfolio

                      JanCap Growth 3                                                                         JanCap Growth
                      AST Janus Overseas Growth 3                                                 AST Janus Overseas Growth
                      LA Growth and Income 3                                                  Lord Abbett Growth and Income
                      Fed Utility Inc 3                                                            Federated Utility Income
                      Fed High Yield 3                                                                 Federated High Yield
                      AST Money Market 3                                                                   AST Money Market
                      T. Rowe Price Asset Allocation 3                                       T. Rowe Price Asset Allocation
                      T. Rowe Price International Equity 3                               T. Rowe Price International Equity
                      T. Rowe Price Natural Resources 3                                     T. Rowe Price Natural Resources
                      T. Rowe Price International Bond 3                                   T. Rowe Price International Bond
                      T. Rowe Price Small Company Value 3                                 T. Rowe Price Small Company Value
                      Founders Capital Appreciation 3                                         Founders Capital Appreciation
                      Founders Passport                                                                   Founders Passport
                      INVESCO Equity Income 3                                                         INVESCO Equity Income
                      PIMCO Total Return Bond 3                                                     PIMCO Total Return Bond
                      PIMCO Limited Maturity Bond 3                                             PIMCO Limited Maturity Bond
                      Berger Capital Growth 3                                                         Berger Capital Growth
                      RS Value + Growth 3                                                 Robertson Stephens Value + Growth
                      AST Putnam Value Growth & Income 3                                   AST Putnam Value Growth & Income
                      AST Putnam International Equity 3                                     AST Putnam International Equity
                      AST Putnam Balanced 3                                                             AST Putnam Balanced
                      Twentieth Century Strategic Balanced 3                           Twentieth Century Strategic Balanced
                      Twentieth Century International Growth 3                       Twentieth Century International Growth

                      Underlying Mutual Fund:                                                    Montgomery Variable Series

                      Sub-account                                                          Underlying Mutual Fund Portfolio

                      MV Emerging Markets 3                                   Montgomery Variable Series:  Emerging Markets
    
</TABLE>

Certain  Sub-accounts may not be available in all jurisdictions.  If and when we
obtain approval of the applicable  authorities to make such variable  investment
options   available,   we  will  notify  Owners  of  the  availability  of  such
Sub-accounts.

We  may  make  other   underlying   mutual  funds   available  by  creating  new
Sub-accounts. Additionally, new portfolios may be made available by the creation
of new  Sub-accounts  from time to time.  Such a new  portfolio of an underlying
mutual fund may be disclosed in its prospectus. However, addition of a portfolio
does not require us to create a new Sub-account to invest in that portfolio.  We
may take other actions in relation to the Sub-accounts and/or Separate Account 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.  A summary of the investment  objectives and policies of such  underlying
mutual fund  portfolios  is found in Appendix B. The trustees or  directors,  as
applicable,  of an  underlying  mutual  fund may add,  eliminate  or  substitute
portfolios from time to time. Generally,  each portfolio issues a separate class
of shares.  Shares of the  underlying  mutual fund  portfolios  are available to
separate  accounts of life insurance  companies  offering  variable  annuity and
variable life insurance products. The shares may also be made available, subject
to obtaining all required regulatory  approvals,  for direct purchase by various
pension and retirement savings plans that qualify for preferential tax treatment
under the Code.

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

Shares  of the  underlying  mutual  funds  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 our 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].
    

         Fixed  Investment  Options:  For the payout  phase you may elect  fixed
annuity  payments based on our then current annuity rates.  The discussion below
describes the fixed investment options in the accumulation phase.

As of the date of this  Prospectus we offer in most  jurisdictions  in which the
Annuity is available Fixed  Allocations with Guarantee  Periods of 1, 2, 3, 5, 7
and 10 years. Each such Fixed Allocation is accounted for separately. Each Fixed
Allocation earns a fixed rate of interest throughout a set period of time called
a Guarantee  Period.  Multiple Fixed  Allocations are permitted,  subject to our
allocation  rules.  The  duration  of a  Guarantee  Period  may be the  same  or
different from the duration of the Guarantee  Periods of any of your prior Fixed
Allocations.

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

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

A Guarantee Period for a Fixed Allocation  begins: (a) when all or part of a Net
Purchase  Payment is allocated for that particular  Guarantee  Period;  (b) upon
transfer of any of your Account Value to a Fixed  Allocation for that particular
Guarantee  Period;  or (c)  when a  Guarantee  Period  attributable  to a  Fixed
Allocation "renews" after its Maturity Date.

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

To the extent  permitted  by law,  we reserve the right,  from time to time,  to
increase  interest rates offered to the class of Owners who,  during the term of
such offering, choose to participate in various services we make available. This
may  include,  but is not  limited  to,  Owners  who  elect to use  dollar  cost
averaging from Fixed  Allocations  (see "Dollar Cost Averaging") or the balanced
investment program (see "Balanced Investment Program").

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

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

The  reduction  used  in  determining  the  minimum  interest  rate  is one  and
nine-tenths percent of interest (1.90%).

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

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

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

OPERATIONS OF THE SEPARATE ACCOUNTS: The assets supporting our obligations under
the Annuities may be held in various accounts, depending on the obligation being
supported.  In the accumulation phase, assets supporting Account Values are held
in separate accounts established under the laws of the State of Connecticut.  In
the payout phase,  assets  supporting  fixed annuity payments and any adjustable
annuity payments we make available are held in our general account.

         Separate  Accounts:  We are the legal  owner of assets in the  separate
accounts.  Income,  gains and  losses,  whether  or not  realized,  from  assets
allocated to these separate  accounts,  are credited to or charged  against each
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 each 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  separate  accounts  are  subject  to the  requirements  of
applicable state laws.  These  investment  requirements may differ between those
for separate  accounts  supporting  variable  obligations and those for separate
accounts supporting fixed obligations.

         Separate  Account B: In the accumulation  phase, the assets  supporting
obligations based on allocations to the variable  investment options are held in
our Separate  Account B. Separate  Account B consists of multiple  Sub-accounts.
Separate Account B was established by us pursuant to Connecticut  law.  Separate
Account B also  holds  assets of other  annuities  issued by us with  values and
benefits that vary according to the investment  performance of Separate  Account
B.

The   Sub-accounts   offered  pursuant  to  this  Prospectus  are  all  Class  3
Sub-accounts  of  Separate  Account B. Each class of  Sub-accounts  in  Separate
Account B have a different level of charges assessed against such Sub-accounts.

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

Separate  Account  B is  registered  with the SEC  under  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 mutual fund or
mutual fund portfolio.

The only  Sub-accounts  available for allocation of your Account Value are those
offered pursuant to this Prospectus.  Persons  interested in our other annuities
may be offered the same or different  Sub-accounts of Separate  Account B or any
of our other separate  accounts.  Such sub-accounts may invest in some or all of
the same underlying mutual fund portfolios as the Sub-accounts  offered pursuant
to this Prospectus.  We may offer  additional  annuities that maintain assets in
Class 3 Sub-accounts.  In addition,  some of the Class 3 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 these  underlying  mutual funds and
portfolios  in  the  prospectuses  for  such  funds.  Portfolios  added  to  the
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 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.

         Separate Account D: In the accumulation  phase,  assets  supporting our
obligations  based on Fixed Allocations are held in Separate Account D, which is
a "non-unitized"  separate  account.  Such obligations are based on the interest
rates we  credit to Fixed  Allocations  and the  terms of the  Annuities.  These
obligations  do not  depend  on the  investment  performance  of the  assets  in
Separate  Account  D.  Separate  Account D was  established  by us  pursuant  to
Connecticut law.

There are no discrete  units in Separate  Account D. No party with rights  under
any annuity nor any group contract owner  participates in the investment gain or
loss from  assets  belonging  to Separate  Account D. Such gain or loss  accrues
solely  to us.  We retain  the risk  that the  value of the  assets in  Separate
Account D may drop below the reserves and other  liabilities  we must  maintain.
Should the value of the assets in Separate  Account D drop below the reserve and
other  liabilities  we must maintain in relation to the  annuities  supported by
such  assets,  we will  transfer  assets  from our  general  account to Separate
Account  D to make up the  difference.  We have  the  right to  transfer  to our
general account any assets of Separate  Account D in excess of such reserves and
other liabilities.  We maintain assets in Separate Account D supporting a number
of annuities we offer.

If you  surrender,  withdraw or transfer  Account Value from a Fixed  Allocation
before the end of its  Guarantee  Period,  you bear the risk inherent in the MVA
(see  "Account  Value of the Fixed  Allocations").  The Account Value of a Fixed
Allocation is  guaranteed  on its Maturity  Date to be its then current  Interim
Value.

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

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

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

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

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

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

      (3) We have the sole  discretion  to employ  investment  managers  that we
believe are qualified,  experienced and reputable to manage Separate  Account D.
We currently employ  investment  managers for Separate Account D including,  but
not  limited  to,  J.P.  Morgan  Investment  Management  Inc.  Each  manager  is
responsible for investment  management of different portions of Separate Account
D.  From  time  to  time  additional  investment  managers  may be  employed  or
investment  managers may cease being  employed.  We are under no  obligation  to
employ or continue to employ any investment manager(s).

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

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

INSURANCE ASPECTS OF THE ANNUITY:  As an insurance company we bear the insurance
risk  inherent  in the  Annuity.  This  includes  the risks that  mortality  and
expenses exceed our expectations,  and the investment and re-investment risks in
relation  to the  assets  supporting  obligations  not  based on the  investment
performance of a separate  account.  We are subject to regulation  that requires
reserving and other practices in a manner that minimizes the insurance risk (see
"Regulation").

CHARGES  ASSESSED OR ASSESSABLE  AGAINST THE ANNUITY:  The Annuity charges which
are assessed or may be assessable under certain circumstances are the contingent
deferred sales charge,  the maintenance  fee, a charge for taxes, a transfer fee
and a withdrawal  fee. These charges are allocated  according to our rules.  The
maintenance  fee and  transfer  charge are not  assessed if no Account  Value is
maintained  in the  Sub-accounts  at the time  such fee or  charge  is  payable.
However, we make certain assumptions regarding maintenance and transfer expenses
as part of the overall  expense  assumptions  used in  determining  the interest
rates we credit to Fixed  Allocations.  Charges  are also  assessed  against the
Sub-accounts and the underlying mutual funds. We also may charge you for special
services, such as rebalancing, Minimum Distributions, and additional reports. As
of the date of this Prospectus, we do not charge you for any special services.

     Contingent  Deferred  Sales  Charge:  Although we incur  sales  expenses in
connection  with  the  sale of  contracts  (for  example,  preparation  of sales
literature,  expenses  of selling  and  distributing  the  contracts,  including
commissions, and other promotional costs), we do not deduct any charge from your
Purchase Payments for such expenses. However, a contingent deferred sales charge
may be  assessed.  We assess a  contingent  deferred  sales  charge  against the
portion of any  withdrawal or surrender  that is deemed to be a  liquidation  of
your Purchase  Payments paid within the preceding  seven years.  The  contingent
deferred sales charge applies to each Purchase Payment that is liquidated. It is
a decreasing  percentage of each Purchase Payment being  liquidated.  The charge
decreases  as the  Purchase  Payment  ages.  The aging of a Purchase  Payment is
measured from the date it is applied to your Account Value.  The charge is: year
1 -6.0%;  year 2 - 6.0%;  year 3 - 5.0%;  year 4 - 5.0%; year 5 - 4.0%; year 6 -
3.0%; year 7 - 2.0%; year 8 and thereafter - 0%.

Each Annuity Year in the accumulation phase you may withdraw a limited amount of
Account Value without  application of any contingent  deferred sales charge (see
"Free  Withdrawal").  However,  for purposes of the  contingent  deferred  sales
charge,  amounts withdrawn as a free withdrawal are not considered a liquidation
of Purchase  Payments.  Account Value is deemed withdrawn  according to specific
rules in determining how much, if any,  contingent deferred sales charge applies
to a partial  withdrawal  (see  "Partial  Withdrawal").  There is no  contingent
deferred  sales charge on Purchase  Payments  that were applied at least 7 years
prior to the date of  either a full  surrender  or a partial  withdrawal.  Where
permitted by law, any  contingent  deferred  sales charge  applicable  to a full
surrender  is  waived  if such  full  surrender  qualifies  under our rules as a
medically-related withdrawal (see "Medically-Related Surrenders").

From time to time we may  reduce  the amount of the  contingent  deferred  sales
charge, the period during which it applies,  or both, when Annuities 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 contingent  deferred 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;  (g) the
parents  of any  such  person  noted in (b)  through  (f),  above;  and (h) such
person's  child or other  legal  dependent  under the age of 21.  No such  group
annuity  contract or Annuity is eligible for any Additional  Amount due to total
Purchase Payments received.
    

No contingent deferred sales charge is assessed on Minimum Distributions, to the
extent such Minimum  Distributions are required from your Annuity at the time it
is taken.  However,  the charge may be assessed for any partial withdrawal taken
in  excess of the  Minimum  Distribution,  even if such  amount is taken to meet
minimum  distribution  requirements  in relation to other savings or investments
held pursuant to various  retirement plans designed to qualify for preferred tax
treatment under various sections of the Code (see "Minimum Distributions").

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

   
     Maintenance  Fee: A  maintenance  fee  equaling the smaller of $35 or 2% of
your then  current  Account  Value is deducted  from the  Account  Values in the
Sub-accounts  annually  and upon  surrender.  The fee is limited to the  Account
Values in the Sub-accounts as of the Valuation Period such fee is due.

     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 31/2% 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 fourth in each
Annuity Year.  Renewals or transfers of Account Value from a Fixed Allocation at
the end of its Guarantee  Period are not subject to the transfer  charge and are
not  counted  in  determining  whether  other  transfers  may be  subject to the
transfer  charge (see  "Renewals").  The fee is only charged if there is Account
Value in at least one Sub-account immediately subsequent to such transfer.

     Withdrawal  Fee: No withdrawal  fee applies to the first  withdrawal of any
type in each Annuity Year. We charge  $10.00 for each  subsequent  withdrawal of
any type in each Annuity  Year. No  withdrawal  fee applies to a death  benefit,
surrender, medically-related surrender or annuity payment. The withdrawal fee is
not considered a liquidation  of any portion of any Purchase  Payment (see "Free
Withdrawals" and "Partial Withdrawals").

     Allocation Of Annuity Charges:  Charges  applicable to a surrender are used
in calculating Surrender Value. Charges applicable to any type of withdrawal are
taken from the  investment  options in the same  ratio as such a  withdrawal  is
taken from the investment options (see "Allocation Rules").

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.  No fee is assessed if there is no Account Value in any Sub-account at
such time.

Tax charges are assessed against the entire Purchase Payment or Account Value as
applicable.

The 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.

The withdrawal fee is added to the gross amount withdrawn.  It is allocated on a
pro-rata  basis  to the  same  investment  options  from  which  the  applicable
withdrawal amounts are taken.

CHARGES ASSESSED  AGAINST THE ASSETS:  There are charges assessed against assets
in the  Sub-accounts.  These charges are described  below.  There are no charges
deducted  from the Fixed  Allocations.  The  factors we use in  determining  the
interest rates we credit Fixed Allocations are described above in the subsection
entitled  Fixed  Investment   Options.  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 and the Fixed  Allocations
equal to any taxes which may be imposed upon the separate accounts.

     Administration  Charge:  We assess  each  Class 3  Sub-account,  on a daily
basis,  an  administration  charge.  The charge is 0.15% 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: For Class 3 Sub-accounts, the mortality
risk  charge is 0.55% per year and the  expense  risk  charge is 0.30% per year.
These charges are assessed in combination  each day against each  Sub-account at
the rate of 0.85% 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:  Each  underlying  mutual fund assesses
various charges for investment  management and investment  advisory fees.  These
charges  generally differ between  portfolios  within the same underlying mutual
fund.  You  will  find  additional  details  in the  fund  prospectuses  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.  Certain
benefits may be available to certain classes of purchasers,  including,  but not
limited  to,  those who submit  Purchase  Payments  above  specified  breakpoint
levels.  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  (individual
retirement  accounts and individual  retirement  annuities - "IRAs";  Simplified
Employee Pensions).  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.  Currently,  the Annuity is not
offered in  connection  with Section 401 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. Where permitted
by law, we may issue an Annuity without completion of an Application for certain
classes of Annuities.

   
The minimum initial  Purchase  Payment we accept is $10,000 unless you authorize
the use of bank drafting to make Purchase Payments.  (see "Skandia's  Systematic
Investment  Plan"). If you choose bank drafting,  we will accept a lower initial
Purchase Payment provided that the Purchase  Payments received in the first year
total at least $10,000.  The initial  Purchase  Payment must be paid by check or
wire transfer. It cannot be made through bank drafting. 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  $500,000.  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.

     Breakpoints:  Wherever  allowed  by law,  we  reserve  the  right to credit
certain additional amounts  ("Additional  Amounts") to your Annuity if the total
of your Purchase Payments exceeds specified breakpoints. Such Additional Amounts
are credited by us on your behalf with funds from our general account. As of the
date of this Prospectus,  we were making such a program available.  However,  we
reserve the right to modify,  suspend or terminate it at any time,  or from time
to time, without notice.

The current  breakpoints for qualifying for Additional  Amounts are shown below.
Also  shown is the value of such  Additional  Amounts  as a  percentage  of your
Purchase  Payment.  The percentage  also depends on the age of the oldest of any
Owner, if the Owner is a person, or the Annuitant, if the Owner is an entity, on
the date we receive the applicable Purchase Payment at our Office.
<TABLE>
<CAPTION>

                                               Age of the oldest of any Owner or the
                                              Annuitant when we receive the applicable             Additional Amount as a percentage
 Total Purchase Payments received                  Purchase Payment at our Office                            of the Purchase Payment
 --------------------------------                  ------------------------------                            -----------------------

<S>                                                         <C>                                                                <C>
At least $1,000,000.00 but
     less than $5,000,000.00                                Less than 70                                                       2.00%

At least $1,000,000.00 but                                 At least 70 but
     less than $5,000,000.00                                less than 80                                                       1.50%

At least $1,000,000.00 but
     less than $5,000,000.00                                 80 or more                                                        1.00%

$5,000,000.00 or more                                       Less than 70                                                       3.00%

$5,000,000.00 or more                                      At least 70 but
                                                            less than 80                                                       2.25%

$5,000,000.00 or more                                        80 or more                                                        1.50%
</TABLE>

Additional  Amounts  are  added at the same  time the  qualifying  Net  Purchase
Payment  is  allocated  to the  investment  options,  and are  allocated  to the
investment  options in the same manner as such qualifying Net Purchase  Payment.
Should you exercise  your right to return the Annuity,  any  Additional  Amounts
credited  to your  Annuity  as of the date  your  Annuity  is  canceled  will be
deducted from your Account Value prior to determining  the amount to be returned
to you. We do not consider Additional Amounts to be "investment in the contract"
for income tax purposes (see "Certain Tax  Considerations").  Additional Amounts
credited are not included in any amounts you may withdraw without  assessment of
the contingent deferred sales charge (see "Contingent Deferred Sales Charge").

The  Additional  Amounts  payable  in  relation  to a  Purchase  Payment  are  a
percentage of that Purchase  Payment only. For example,  if $750,000 in Purchase
Payments was  previously  submitted for your Annuity or Annuities and all Owners
and the  Annuitant  were under age 70 on the Issue Date,  and you then submit an
additional  $500,000.00  Purchase Payment,  the Additional  Amounts we credit in
relation  to that  Purchase  Payment  would be $10,000 (2% of  $500,000.00).  No
Additional  Amount  is then  payable  in  relation  to any  previously  received
Purchase  Payments.  However,  we will apply the Additional Amounts to a pair or
series of Purchase  Payments  if you  provide us In Writing,  prior to the Issue
Date,  evidence  satisfactory  to us that you will  submit  additional  Purchase
Payments within a 13 month period.  We require an initial Purchase Payment of at
least $500,000.00 before we agree to such a program if it is designed to provide
a total of at least  $1,000,000.00  of  Purchase  Payments  over 13  months.  We
require an initial Purchase Payment of at least $2,500,000.00 before we agree to
such a program if it is  designed  to provide a total of at least  $5,000,000.00
over 13 months.

We retain the right to recover an amount  from your  Annuity if such  additional
Purchase Payments are not received.  The amount we may recover is the Additional
Amounts  applied.  Amounts  recovered will be taken pro-rata from the investment
options based on the Account Values in the investment  options as of the date of
the recovery.  If the amount of the recovery exceeds your then current Surrender
Value, we will recover all remaining Account Value and terminate your Annuity.

Failure  to  inform  us that you  intend  to  submit a pair or a series of large
Purchase  Payments  within a 13 month  period may result in your  Annuity  being
credited no Additional  Amounts or fewer Additional Amounts than would otherwise
be credited to you.

   
     Skandia's  Systematic  Investment  Plan  ("bank  drafting"):  You may  make
Purchase Payments to your Annuity using bank drafting,  but only for allocations
to  variable  investment  options.  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 $10,000 minimum Purchase Payment requirement to be paid within 12 months.
We will accept an initial Purchase Payment in an amount as low as $1,000, but it
must be  accompanied  by a bank drafting  authorization  form  allowing  monthly
Purchase  Payments of at least $750. We accept bank drafting  payments as low as
$50 once we have received at least $10,000 in Purchase Payments.

     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;  (b) the  allocations  are only to  variable
investment  options  or  the  frequency  and  number  of  allocations  to  fixed
investment  options is limited in accordance  with our rules;  and (c) 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 tax charge
deducted.   This  is  the  "standard  refund".  If  necessary  to  meet  Federal
requirements for IRAs or certain state law  requirements,  we return the greater
of the "standard  refund" or the Purchase Payments received less any withdrawals
(see  "Allocation of Net Purchase  Payments").  We tell you how we determine the
amount payable under any such right at the time we issue your Annuity.  Upon the
termination of the "free-look" period, if you surrender your Annuity, you may be
assessed  certain  charges  (see  "Charges  Assessed or  Assessable  Against the
Annuity").
    

     Allocation  of Net  Purchase  Payments:  All  allocations  of Net  Purchase
Payments  are  subject  to  our  allocation  rules  (see  "Allocation   Rules").
Allocation  of the  portion of the  initial  Net  Purchase  Payment  and any Net
Purchase Payments received during the free-look period that you wish to allocate
to any  Sub-accounts  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 that you indicate you
wish to go into the Sub-accounts to the AST Money Market 3 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 3 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  Payments received less
any withdrawals.  Instead,  you only are entitled to the return of the "standard
refund" (see "Right to Return the Annuity").

   
Your  initial  Purchase  Payment,  as well as other  Purchase  Payments  will be
allocated in accordance with the then current  requirements of any  rebalancing,
asset  allocation  or market timing  program  which you have  authorized or have
authorized an  independent  third party to use in  connection  with your Annuity
(see "Allocation  Rules").  You must provide us with allocation  instructions In
Writing if you wish to change your current  allocations  when making  subsequent
Purchase Payments.
    

     Balanced  Investment  Program:  We offer a balanced  investment  program in
relation to your Purchase  Payments,  if Fixed  Allocations  are available under
your  Annuity.  If you  choose  this  program,  we commit a portion  of your Net
Purchase  Payments as a Fixed  Allocation  for the Guarantee  Period you select.
This Fixed  Allocation will have grown pre-tax to equal the exact amount of your
entire  Purchase  Payments  at the end of its  initial  Guarantee  Period  if no
amounts are  transferred  or withdrawn from such Fixed  Allocation.  The rest of
your Net  Purchase  Payments  are  invested in variable  investment  options you
select.

We reserve the right, from time to time, to credit  additional  amounts to Fixed
Allocations   ("Additional  Amounts")  if  you  allocate  Purchase  Payments  in
accordance with the balanced  investment  program we offer. We offer to do so at
our sole  discretion.  Such an offer is subject to our rules,  including but not
limited to, a change to the MVA formula.  For more information,  see "Additional
Amounts in the Fixed Allocations".

     Ownership,   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.   Changing  the  Owner  or  Annuitant
designations may affect the minimum death benefit (see " Death Benefits").

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,  including,  but 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 allowed 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, and
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 when death proceeds  become  payable or in the absence of any  Beneficiary
designation, the proceeds will vest in you or your estate.

ACCOUNT VALUE AND SURRENDER 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.  Surrender  Value is the Account  Value less any  applicable
contingent deferred sales charge and any applicable maintenance fee.

     Account  Value  in  the  Sub-accounts:  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.

     Account Value of the Fixed  Allocations:  We determine the Account Value of
each Fixed Allocation  separately.  A Fixed  Allocation's  Account Value as of a
particular  date is determined  by  multiplying  its then current  Interim Value
times the MVA.

A formula is used to  determine  the MVA. The formula is applied  separately  to
each Fixed  Allocation.  Values and time durations used in the formula are as of
the date for which the Account Value is being determined. The formula is:

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

                                     where:

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

                  J is the  interest  rate for your class of  annuities  for new
                  Fixed Allocations with Guarantee Periods of durations equal to
                  the number of years  (rounded to the next higher  integer when
                  occurring on other than an anniversary of the beginning of the
                  Fixed   Allocation's   Guarantee  Period)  remaining  in  such
                  Guarantee Period;

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

The formula  that  applies if amounts are  surrendered  pursuant to the right to
return the Annuity is [(1+I)/(1+J)]N/12

No MVA applies in determining a Fixed Allocation's Account Value on its Maturity
Date.  If we are not  offering a Guarantee  Period with a duration  equal to the
number of years remaining in a Fixed Allocation's Guarantee Period, we calculate
a rate for "J" above using a specific formula.  This formula is described in the
Statement of Additional Information.

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

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

     Additional  Amounts in the Fixed  Allocations:  To the extent  permitted by
law, we reserve the right,  from time to time, to credit  Additional  Amounts to
Fixed Allocations.  We may do so at our sole discretion.  We may offer to credit
such  Additional  Amounts  only in  relation  to Fixed  Allocations  of specific
durations (i.e. 10 years) when used as part of certain programs we offer such as
the  balanced  investment  program  and dollar  cost  averaging  (see  "Balanced
Investment  Program"  and  "Dollar  Cost  Averaging").  We  would  provide  such
Additional  Amounts  with funds from our general  account and credit them to the
applicable Fixed Allocation. Such a program is subject to the following rules:

      (1) The  Additional  Amounts  are  credited  in  relation  to  initial  or
additional  Purchase  Payments,  not to  Account  Value  transferred  to a Fixed
Allocation for use in the applicable  programs.  The Additional  Amounts are not
credited  in relation to any  exchange  of another  annuity  issued by us for an
Annuity.

      (2) The  Additional  Amounts are  credited as of the later of the date the
applicable  Purchase  Payment is allocated to the applicable Fixed Allocation or
the 30th day after the Issue Date.

      (3)  Interest  on the  Additional  Amounts is  credited as of the date the
applicable Purchase Payment is allocated to the applicable Fixed Allocation.

      (4) The Additional  Amounts are a percentage of the amount credited to the
applicable Fixed Allocation.  However, we may change the percentage from time to
time.

      (5) There is an increase to any applicable  "adjustment amount" in the MVA
formula,  which otherwise is 0.0010,  to 0.0020 (see "Account Value of the Fixed
Allocations").  This  change  would  only  apply  to a  transfer,  surrender  or
withdrawal  from the  applicable  Fixed  Allocation,  but not to any payments of
death benefit proceeds or a medically-related  surrender (see "Medically-Related
Surrender"). This change could reduce your Account Value.

      (6)  We do  not  consider  Additional  Amounts  to be  "investment  in the
contract" for income tax purposes (see "Certain Tax Considerations").

      (7)  Additional  Amounts  credited are not included in any amounts you may
withdraw without assessment of the contingent  deferred sales charge pursuant to
the Free Withdrawal provision (see "Free Withdrawals").

      (8) We  determine if a Purchase  Payment is received  during the period we
are offering  such  credits  based on the earlier of: (a) the date we receive at
our Office the applicable  Purchase  Payment;  or (b) the date we receive at our
Office our requirements in relation to either an exchange of an existing annuity
issued by  another  insurer  or a  "rollover"  or  transfer  of such an  annuity
pursuant to specific sections of the Code.

     (9) No Purchase  Payment may be applied to more than one program  crediting
Additional Amounts solely to a Fixed Allocation.

   
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)  changing  revocable   designations;   (c)
transferring  Account Values between investment options;  (d) receiving lump sum
payments, Systematic Withdrawals or Minimum Distributions,  annuity payments and
death  benefits;  (e)  transferring  or assigning  your Annuity;  (f) exercising
certain  voting rights in relation to the  underlying  mutual funds in which the
Sub-accounts  invest;  and (g) 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  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.  Where  allowed by law,  such changes will be subject to our
acceptance.  Some of the changes we will not accept include, but are not limited
to:  (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 an Owner's death;  (b) a new Annuitant  subsequent to the Annuity Date
if the  annuity  option  selected  includes  a life  contingency;  and (c) 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 and
an unlimited  number of Fixed  Allocations.  We reserve the right, to the extent
permitted  by law,  to limit the  number of  Sub-accounts  or the amount you may
allocate to any Fixed Allocation.  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  or Fixed
Allocation  to the  transaction  and close out your  balance in that  investment
option.

Should you either: (a) request  rebalancing  services (see  "Rebalancing");  (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 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.
    

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.  For this  purpose  only,  the
Account Value in all your then current Fixed  Allocations is deemed to be in one
investment option. If you transfer or withdraw Account Value from multiple Fixed
Allocations  and do not provide  instructions  indicating the Fixed  Allocations
from which  Account Value should be taken:  (a) we transfer  Account Value first
from the Fixed  Allocation with the shortest amount of time remaining to the end
of its  Guarantee  Period,  and then  from the  Fixed  Allocation  with the next
shortest amount of time remaining to the end of its Guarantee Period,  etc.; and
(b) if there are multiple Fixed Allocations with the same amount of time left in
each Guarantee  Period,  as between such Fixed Allocations we first take Account
Value from the Fixed Allocation that had the shorter Guarantee Period.

   
     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 fourth in each Annuity
Year, including transfers transacted as part of any rebalancing,  market timing,
asset  allocation or similar  program  which you employ or your  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.
Renewals or transfers of Account Value from a Fixed Allocation at the end of its
Guarantee  Period are not subject to the transfer  charge and are not counted in
determining  whether other  transfers may be subject to the transfer charge (see
"Renewals").  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 an 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
funds; or (b) we are informed by one or more of the 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 affected underlying mutual funds.

   
To the extent  permitted by law, we may require up to 2 business days' notice of
any  transfer  into or out of a Fixed  Allocation  if the  market  value of such
transfer is at least $1,000,000.00.

In order to help you determine  whether you wish to transfer Account Values to a
Fixed  Allocation,  you may obtain our Current Rates by writing us or calling us
at 1-800-766-4530 or contact our customer service  department  electronically at
[email protected].  When  calling  us by phone,  please  have  readily
available  your  Annuity  number  and  your  PIN  number.   When  contacting  us
electronically,  please  provide  your PIN number,  social  security or tax I.D.
number and the Annuity contract number.
    

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 for
transfers or allocations of Net Purchase Payments during any period in which you
authorize  such third party to act on your  behalf.  We give 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 persons. We do
not currently charge you extra for providing these support services.

     Renewals:  A renewal is a transaction  that occurs  automatically as of the
last day of a Fixed Allocation's  Guarantee Period unless we receive alternative
instructions.  This day as to each Fixed Allocation is called its Maturity Date.
As of the end of a  Maturity  Date,  the  Fixed  Allocation's  Guarantee  Period
"renews"  and a new  Guarantee  Period  of the  same  duration  as the one  just
completed begins. However, the renewal will not occur if the Maturity Date is on
the date we apply your Account  Value to  determine  the annuity  payments  that
begin on the Annuity Date (see "Annuity Payments").

As an  alternative  to a  renewal,  you may  transfer  all or part of that Fixed
Allocation's  Account Value to a different Fixed  Allocation or you may transfer
such Account Value to one or more Sub-accounts, subject to our allocation rules.
To accomplish  this, we must receive  instructions  from you In Writing at least
two  business  days before the Maturity  Date.  No MVA applies to transfers of a
Fixed Allocation's  Account Value occurring as of its Maturity Date. An MVA will
apply in determining the Account Value of a Fixed Allocation at the time annuity
payments are  determined,  unless the Maturity Date of such Fixed  Allocation is
the 15th day before the Annuity Date (see "Annuity Payments").

At least 30 days prior to a Maturity  Date,  or  earlier if  required  by law or
regulation,  we inform you of the Guarantee  Periods available as of the date of
such  notice.  We do not  provide  a similar  notice  if the Fixed  Allocation's
Guarantee Period is of less than a year's  duration.  Such notice may include an
example of the rates we are then crediting new Fixed  Allocations as of the date
such notice is prepared. The rates actually credited to a Fixed Allocation as of
the date of any renewal or transfer immediately  subsequent to the Maturity Date
may be more or less than any rates quoted in such notice.

If your Fixed  Allocation's  then ending Guarantee Period is no longer available
for new allocations and renewals or you choose a different Guarantee Period that
is no longer  available on the date  following the Maturity Date, we will try to
reach you so you may make another choice. If we cannot reach you, we will assign
the next shortest Guarantee Period then currently  available for new allocations
and renewals to that Fixed Allocation.

     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  $10,000  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 currently do
not permit dollar cost averaging  programs where Account Value is transferred to
Fixed  Allocations.  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.

Dollar cost averaging from Fixed Allocations are subject to the following rules:
(a) you may only use  Fixed  Allocations  with  Guarantee  Periods  of 1, 2 or 3
years;  (b)  such a  program  may  only be  selected  in  conjunction  with  and
simultaneous  to a new or  renewing  Fixed  Allocation;  (c) only  averaging  of
earnings only or principal plus earnings is permitted;  (d) a program  averaging
principal  plus earnings from a Fixed  Allocation  must be designed to last that
Fixed  Allocation's  entire current Guarantee Period;  (e) dollar cost averaging
transfers  from a Fixed  Allocation  are not subject to the MVA; (f) dollar cost
averaging  may  be  done  on  a  monthly  basis  only;   and  (g)  you  may  not
simultaneously  use Account  Value in any Fixed  Allocation  to  participate  in
dollar  cost   averaging   and  receive   Systematic   Withdrawals   or  Minimum
Distributions  from such Fixed  Allocation  (see  "Systematic  Withdrawals"  and
"Minimum Distributions").

We  reserve  the  right,  from  time  to  time,  to  credit  additional  amounts
("Additional Amounts") if you allocate Purchase Payments to Fixed Allocations as
part of a dollar cost averaging program. Such an offer is at our sole discretion
and is subject to our rules,  including  but not limited to, a change to the MVA
formula.   For  more   information,   see  "Additional   Amounts  in  the  Fixed
Allocations".

     Rebalancing:  We 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 in variable investment options 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. If a transfer is requested  involving any investment option
participating in an automatic  rebalancing  program,  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.  Automatic rebalancing is delayed
one  quarter  if Account  Value is being  maintained  in the AST Money  Market 3
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 variable  investment  option at
any time. However,  you may not choose to allocate less than 5% of Account Value
to any variable investment option.

We do not offer automatic rebalancing in connection with Fixed Allocations.  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
variable  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,   medically-related   surrender,   free
withdrawals,  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 Surrender  Value is permitted
during the accumulation  phase. A contingent  deferred sales charge may apply to
such  surrender (see  "Contingent  Deferred  Sales  Charge").  Your Annuity must
accompany your surrender request.

   
     Medically-Related  Surrender:  Where  permitted  by law,  you may  apply to
surrender  your Annuity  prior to the Annuity Date  without  application  of any
contingent deferred sales charge, upon occurrence of a "Contingency Event". This
waiver of any  applicable  contingent  deferred  sales  charge is subject to our
rules,  including but not limited to the  following:  (a) the Annuitant  must be
alive as of the date we pay the proceeds of such surrender  request;  (b) if the
Owner is one or more natural persons, all such Owners must also be alive at such
time; (c) we must receive  satisfactory proof of the Annuitant's  confinement or
Fatal  Illness In Writing;  and (d) this  benefit is not  available if the total
Purchase  Payments  received exceed  $500,000.00 for all annuities  issued by us
with this benefit for which the same person is named as Annuitant.

For  contracts  issued before May 1, 1996, a  "Contingency  Event" occurs if the
Annuitant is:
    

      (1) First confined in a "Medical Care  Facility"  while your Annuity is in
force and remains confined for at least 90 days in a row; or

      (2) First  diagnosed as having a "Fatal  Illness" while your Annuity is in
force.

For  contracts  issued on or after May 1, 1996,  and where  allowed by law,  the
Annuitant  must  have  been  named or any  change  of  Annuitant  must have been
accepted by us, prior to the  "Contingent  Event"  described  above, in order to
qualify for a Medically-Related Surrender.

"Medical Care Facility" means any state licensed  facility  providing  medically
necessary  in-patient  care which is  prescribed  by a licensed  "Physician"  in
writing and based on  physical  limitations  which  prohibit  daily  living in a
non-institutional  setting.  "Fatal  Illness"  means a condition  diagnosed by a
licensed "Physician" which is expected to result in death within 2 years for 80%
of the diagnosed cases. "Physician" means a person other than you, the Annuitant
or a member of either your or the Annuitant's  families who is state licensed to
give medical care or treatment and is acting within the scope of that license.

   
Specific details and definitions of terms in relation to this benefit may differ
in certain jurisdictions.
    

     Free  Withdrawals:  Each  Annuity  Year in the  accumulation  phase you may
withdraw a limited amount of Account Value without application of any applicable
contingent deferred sales charge. However, only the first withdrawal of any type
per Annuity Year is not subject to the  withdrawal fee (see  "Withdrawal  Fee").
Such free  withdrawals are available to meet liquidity  needs.  Free withdrawals
are not available at the time of a surrender of an Annuity.  Withdrawals  of any
type made prior to age 59 1/2 may be subject to a 10% tax penalty (see  "Penalty
on Distributions").

The minimum amount  available as a free withdrawal is $100.  Amounts received as
Systematic Withdrawals or as Minimum Distributions are deemed to come first from
the amount  available  under this Free  Withdrawal  provision  (see  "Systematic
Withdrawals" and "Minimum Distributions").  You may also request to receive as a
lump sum any free withdrawal amount not already received that Annuity Year under
a plan of Systematic Withdrawals or as Minimum Distributions.

The maximum amount available as a free withdrawal  during an Annuity Year is the
greater of your Annuity's "growth" or 10% of "new" Purchase  Payments.  "Growth"
equals the then current Account Value less all "unliquidated"  Purchase Payments
and  less  the  value  at the  time  credited  of any  Additional  Amounts  (see
"Breakpoints" and "Additional Amounts in the Fixed Allocations"). "Unliquidated"
means not previously surrendered or withdrawn. "New" Purchase Payments are those
received in the seven (7) years prior to the date as of which a free  withdrawal
occurs. For purposes of the contingent deferred sales charge,  amounts withdrawn
as a free  withdrawal  or to  pay  any  withdrawal  fee  are  not  considered  a
liquidation of Purchase Payments. Therefore, any free withdrawal will not reduce
the amount of any applicable  contingent  deferred sales charge upon any partial
withdrawal or subsequent surrender.

     Partial  Withdrawals:  You may withdraw part of your Surrender  Value.  The
minimum partial  withdrawal is $100. The Surrender 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 of a full surrender.

On a partial  withdrawal,  the  contingent  deferred  sales  charge is  assessed
against any  "unliquidated"  "new" Purchase Payments  withdrawn.  "Unliquidated"
means not previously surrendered or withdrawn.  For these purposes,  amounts are
deemed to be withdrawn in the following order:

      (1)  From any amount then available as a free withdrawal; then from

      (2) "Old" Purchase Payments  (Purchase Payments allocated to Account Value
more than seven years prior to the partial withdrawal); then from

      (3)  "New"  Purchase  Payments  (If  there  are  multiple  "new"  Purchase
Payments,  the one received  earliest is liquidated first, then the one received
next earliest, and so forth); then from

      (4)  Other Surrender Value.

Only the first  withdrawal  of any type per  Annuity  Year is not subject to the
withdrawal fee (see "Withdrawal Fee").

   
     Systematic  Withdrawals:  We offer Systematic Withdrawals of earnings only,
principal  plus  earnings  or  a  flat  dollar  amount.  Generally,   Systematic
Withdrawals  from Fixed  Allocations  are limited to earnings  accrued after the
program of Systematic  Withdrawals  begins,  or payments of fixed dollar amounts
that do not exceed such earnings. A program of Systematic  Withdrawals begins on
the date we accept, at our Office,  your request for such a program.  Systematic
Withdrawals are deemed to be withdrawn from Surrender Value in the same order as
partial withdrawals for purposes of determining if the contingent deferred sales
charge  applies.  Penalties may apply (see "Free  Withdrawals".)  Only the first
withdrawal  of any type per Annuity  Year is not subject to the  withdrawal  fee
(see "Withdrawal Fee").
    


A Systematic  Withdrawal  from a Fixed  Allocation is not subject to the MVA. We
calculate the Fixed Allocation's credited interest since the prior withdrawal as
A minus B, plus C, where:

     A is the Interim Value of the applicable Fixed Allocation as of the date of
the Systematic Withdrawal;

     B is the Interim Value of the applicable  Fixed  Allocation as of the later
of the  beginning of its then current  Guarantee  Period or the beginning of the
Systematic Withdrawal program; and

     C is the total of all partial or free  withdrawals  and any transfers  from
such  Fixed  Allocation  since the later of the  beginning  of its then  current
Guarantee Period or the beginning of the Systematic Withdrawal program;.

Systematic  Withdrawals  are available on a monthly,  quarterly,  semi-annual or
annual basis. You may not simultaneously  receive Systematic  Withdrawals from a
Fixed Allocation and participate in a dollar cost averaging  program under which
Account Value is transferred  from the same Fixed  Allocation  (see "Dollar Cost
Averaging").  Systematic  Withdrawals are not available while you are taking any
Minimum Distributions (see "Minimum  Distributions").  Systematic Withdrawals of
earnings or earnings plus principal are not available  while any  rebalancing or
asset allocation program is in effect in relation to your Annuity.

The Surrender Value of your Annuity must be at least $20,000 when we accept your
request for a program of Systematic Withdrawals. The minimum for each Systematic
Withdrawal is $100. For any scheduled Systematic  Withdrawal other than the last
that does not meet this minimum, we reserve the right to defer such a withdrawal
and add the amount  that would have been  withdrawn  to the amount that is to be
withdrawn at the next Systematic Withdrawal.

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.
You may  elect  to have  Minimum  Distributions  paid  out  monthly,  quarterly,
semi-annually  or  annually.  Only  one  withdrawal  per year of any type is not
subject to the  withdrawal  fee (see  "Withdrawal  Fee").  The $100  minimum for
Systematic Withdrawals does not apply to Minimum Distributions.

Each Minimum  Distribution will be taken from the investment options you select.
However,  the  portion of any  Minimum  Distribution  that can be taken from any
Fixed  Allocations  may not exceed the then current  ratio  between your Account
Value in all Fixed Allocations you maintain and your total Account Value. No MVA
applies to any portion of Minimum  Distributions  taken from Fixed  Allocations.
Minimum Distributions are not available from any Fixed Allocations if such Fixed
Allocation  is being used in a dollar cost  averaging  program (see "Dollar Cost
Averaging"). Minimum Distributions from Fixed Allocations are not subject to the
limitation  on  Systematic  Withdrawals  that  limits a  program  of  Systematic
Withdrawals  from Fixed  Allocations  only to  earnings  accrued  after  program
inception.
    

No contingent  deferred sales charge is assessed against amounts  withdrawn as a
Minimum  Distribution,  but  only  to the  extent  of the  Minimum  Distribution
required  from your  Annuity at the time it is taken.  The  contingent  deferred
sales  charge  may  apply  to  additional  amounts  withdrawn  to  meet  minimum
distribution  requirements  in relation  to other  retirement  programs  you may
maintain.

Amounts withdrawn as Minimum Distributions are considered to come first from the
amounts  available as a free withdrawal (see "Free  Withdrawals") as of the date
of  the  yearly  calculation  of  the  Minimum  Distribution   amount.   Minimum
Distributions  over that amount are not deemed to be a  liquidation  of Purchase
Payments (see "Partial Withdrawals").

     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. If a Contingent Annuitant was designated before the Annuitant's death
and the Annuitant  dies,  the  Contingent  Annuitant then becomes the Annuitant.
There may be adverse tax  consequences  for certain entity Owners if they name a
Contingent Annuitant (see "Ownership, Annuitant and Beneficiary Designations").

The person upon whose death the death benefit is payable is referred to below as
the  "decedent".  For purposes of this death  benefit  provision,  "withdrawals"
means withdrawals of any type (free withdrawals, partial withdrawals, Systematic
Withdrawals,   Minimum   Distributions)  before  assessment  of  any  applicable
contingent  deferred sales charge and after any applicable  MVA. For purposes of
this  provision,  persons  named Owner or Annuitant  within 60 days of the Issue
Date are treated as if they were an Owner or Annuitant on the Issue Date.

The death benefit is as follows,  and is subject to the conditions  described in
(1),(2) and (3) below:

     (1) If death occurs prior to the  decedent's  age 70: the death  benefit is
the greater of your Account Value in Sub-accounts  plus the Interim Value of any
Fixed Allocations,  or the minimum death benefit ("Minimum Death Benefit").  The
Minimum  Death  Benefit is the sum of all Purchase  Payments less the sum of all
withdrawals.

     (2) If death occurs when the decedent is age 70 or older: the death benefit
is your Account Value.

     (3) If a decedent  was not named an Owner or Annuitant as of the Issue Date
and did not become such as a result of a prior Owner's or Annuitant's death: the
Minimum  Death Benefit is suspended as to that person for a two year period from
the date he or she first became an Owner or Annuitant.  If that  person's  death
occurs  during the  suspension  period and prior to age 70, the death benefit is
your  Account  Value  in  Sub-accounts  plus  the  Interim  Value  of any  Fixed
Allocations.  If death occurs during the suspension period when such decedent is
age 70 or older,  the death benefit is your Account Value.  After the suspension
period is completed, the death benefit is the same as if such person had been an
Owner or Annuitant on the Issue Date.

The  amount of the death  benefit  is  determined  as of the date we  receive In
Writing:  (a) "due proof of death"; (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
following  constitutes  "due proof of death":  (a) a  certified  copy of a death
certificate;  (b)  a  certified  copy  of a  decree  of  a  court  of  competent
jurisdiction as to the finding of death; or (c) any other proof  satisfactory to
us.

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  allowed by law, if the Annuity is owned by 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.

     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.  Should Annuities subject to New York
law be made  available,  the Annuity Date for such  Annuities 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.  Should
Annuities subject to New York law be made available,  for such Annuities, in the
absence of an election In Writing:  (a) the Annuity Date is the first day of the
calendar month  following the Annuitant's  85th birthday;  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,  which is not less than
3% of interest per year, between the date Account Value is applied to an annuity
option and the Annuity Date. If there is any remaining contingent deferred sales
charge  applicable  as of the Annuity Date,  then the annuity  option you select
must include a certain period of not less than 5 years' duration. As a result of
this rule, making additional Purchase Payments within seven years of the Annuity
Date will prevent you from choosing an annuity  option with a certain  period of
less than 5 years'  duration.  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, but only to the extent selecting such
an option  does not alter the tax status of the  Annuity.  Except  where a lower
amount is required by law, the minimum monthly annuity payment is $100.

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

      (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, and thereafter
during the  remaining  lifetime of the  survivor,  ceasing with the last payment
prior to the survivor's death. No minimum number of payments is guaranteed under
this option.  It is possible  that only one payment will be payable if the death
of all the key lives occurs  before the date the second  payment was due, and no
other payments 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  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,  by 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.  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 may be 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, we are 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 us; 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 us.

     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 date 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,  partial  withdrawals  and  free
withdrawals  as of the  date we  receive  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,  medically-related  surrenders and death benefits
as of the date we  receive  at our Office  all  materials  we  require  for such
transactions  and  such  materials  are  satisfactory  to us (see  "Surrenders",
"Medically-related Surrenders" and "Death Benefits").

The pricing of transfers and distributions  involving  Sub-accounts includes the
determination  of the  applicable  Unit  Price  for  the  Units  transferred  or
distributed.   The  pricing  of  transfers  and  distributions  involving  Fixed
Allocations includes the determination of any applicable MVA. Any applicable MVA
alters the amount  available when all the Account Value in a Fixed Allocation is
being  transferred  or  distributed.  Any  applicable  MVA  alters the amount of
Interim  Value  needed  when  only a  portion  of the  Account  Value  is  being
transferred  or  distributed.  Unit Prices may change each  Valuation  Period to
reflect the investment  performance of the  Sub-accounts.  The MVA applicable to
each Fixed  Allocation  changes  once each month and also each time we declare a
different  rate for new Fixed  Allocations.  Payment  is subject to our right to
defer transactions for a limited 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
Account  Value  maintained in any Fixed  Allocations  or in relation to fixed or
adjustable annuity payments.

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

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

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

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

With  respect  to  approval  of changes to the  investment  advisory  agreement,
approval of a new  investment  advisory  agreement or any change in  fundamental
investment policy,  only Owners maintaining  Account Value as of the record date
in a Sub-account  investing in the applicable  underlying  mutual fund portfolio
will instruct us how to vote on the matter, pursuant to the requirements of Rule
18f-2 under the 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.  Transfer  of all or a portion of
ownership rights may affect the minimum death benefit (see "Death Benefits").

   
     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 be 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.
    

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.  Under such distribution  agreements such  broker-dealers or
entities may offer Annuities to persons who have established an account with the
broker-dealer or entity. In addition,  ASM, Inc. may offer Annuities directly to
potential  purchasers.  The maximum  initial  concession  to be paid on premiums
received is 6.0%,  and a portion of  compensation  may be paid from time to time
based on all or a portion of Account Value.

   
As of the date of this  Prospectus,  we expect to pay an on-going service fee in
relation to providing  certain  statistical  information  upon request by Owners
about the variable investment options and the underlying mutual fund portfolios.
The fee is payable to the  service  providers  based on your  Annuity's  Account
Value  maintained  in the  variable  investment  options.  Currently,  no fee is
payable  based  on any  Account  Values  maintained  in any  Fixed  Allocations.
However, the service fee may be payable in the future based on Account Values of
new Purchase Payments allocated to the Fixed Allocations after implementation of
such service fee. Under most circumstances,  we will engage the broker-dealer of
record for your  Annuity,  or the entity of record if such  entity  could  offer
Annuities without  registration as a broker-dealer  (i.e.  certain banks), to be
your resource for the  statistical  information,  and to be available  upon your
request to both provide and explain such  information to you. The  broker-dealer
of record or the entity of record is the firm which sold you the Annuity, unless
later changed. Some portion of the fee we pay for this service may be payable to
your representative. Therefore, your representative may receive on-going service
fee  compensation,  currently only in relation to Account  Values  maintained in
variable  investment  options but, at a later date, on Account Values maintained
in the Fixed Allocations.

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  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.

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

Performance  information on the  Sub-accounts is based on past  performance only
and is no  indication of future  performance.  Performance  of the  Sub-accounts
should  not  be  considered  a   representation   of  the  performance  of  such
Sub-accounts in the future. Performance of the Sub-accounts is not fixed. Actual
performance will depend on the type,  quality and, for some of the Sub-accounts,
the  maturities  of the  investments  held by the  underlying  mutual  funds  or
portfolios  and  upon  prevailing  market  conditions  and the  response  of the
underlying mutual funds to such conditions.  Actual performance will also depend
on changes in the expenses of the underlying  mutual funds or  portfolios.  Such
changes  are  reflected,  in turn,  in the  Sub-accounts  which  invest  in such
underlying mutual fund or portfolio. In addition, the amount of charges assessed
against each Sub-account will affect 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.

   
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  contingent  deferred  sales charge
and/or the Annual Maintenance Fee.
    

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

American  Skandia Life Assurance  Corporation  may advertise its rankings and/or
ratings by independent financial ratings services. Such rankings may help you in
evaluating our ability to meet our obligations in relation to Fixed Allocations,
pay minimum death benefits,  pay annuity payments or administer Annuities.  Such
rankings  and  ratings do not reflect or relate to the  performance  of Separate
Account 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 distribution or transfer from a
Fixed Allocation or an annuity payout for a period not to exceed the lesser of 6
months or the period  permitted by law. If we defer a  distribution  or transfer
from any Fixed  Allocation  or any annuity  payout for more than thirty days, or
less where  required by law, we pay interest at the minimum rate required by law
but not less than 3%, or at least 4% if required by your  contract,  per year on
the amount deferred.  We may defer payment of proceeds of any distribution  from
any  Sub-account or any transfer from a Sub-account for a period not to exceed 7
calendar days from the date the  transaction  is effected.  Any deferral  period
begins on the date such  distribution  or  transfer  would  otherwise  have been
transacted (see "Pricing of Transfers and Distributions").

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

     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  "unitized"  separate  accounts;  (c)  terminate
offering certain  Guarantee Periods for new or renewing Fixed  Allocations;  (d)
combine  Separate Account D with other  "non-unitized"  separate  accounts;  (e)
deregister Separate Account B under the 1940 Act; (f) operate Separate Account B
as a  management  investment  company  under the 1940 Act or in any  other  form
permitted by law; (g) make changes  required by any change in the Securities Act
of 1933,  the  Exchange  Act of 1934 or the 1940 Act;  (h) make changes that are
necessary to maintain the tax status of your  Annuity  under the Code;  (i) make
changes  required  by any  change in other  Federal or state  laws  relating  to
retirement  annuities or annuity  contracts;  and (j)  discontinue  offering any
variable investment option at any time.
    

Also, from time to time, we may make additional  Sub-accounts  available to you.
These  Sub-accounts  will invest in  underlying  mutual funds or  portfolios  of
underlying mutual funds we believe to be suitable for the Annuity. We may or may
not make a new  Sub-account  available to invest in any new  portfolio of one of
the current underlying mutual funds should such a portfolio be made available to
Separate Account 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 "unitized"  separate account.  We also reserve the right to
transfer  assets of Separate  Account D which we determine to be associated with
the class of contracts to which your annuity belongs, to another  "non-unitized"
separate  account.  We notify you (and/or any payee during the payout  phase) of
any  modification  to your  Annuity.  We may endorse your Annuity to reflect the
change.

     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.

     Indemnification:  Insofar as indemnification  for liabilities arising under
the  Securities  Act of 1933 may be permitted to directors,  officers or persons
controlling the registrant pursuant to the foregoing provisions,  the registrant
has been informed that in the opinion of the Securities and Exchange  Commission
such  indemnification  is against  public  policy as expressed in the Act and is
therefore unenforceable.

     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.

   
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.


During  1995,  Skandia  Vida,  S.A. de C.V.  was formed by the  ultimate  parent
Skandia Insurance Company Ltd. The Company owns 99.9% ownership in Skandia Vida,
S.A. de C.V. which is a life insurance company domiciled in Mexico. This Mexican
life  insurer  is a start up company  with  expectations  of  selling  long term
savings products within Mexico.  The Company's  investment in Skandia Vida, S.A.
de C.V. is $1,398,285 at December 31,1996.

         Lines of Business:  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.

         Selected  Financial  Data:  The following  selected  financial data are
qualified by reference to, and should be read in conjunction with, the financial
statements,  including related notes thereto,  and "Management's  Discussion and
Analysis of Financial Condition and Results of Operations" included elsewhere in
this  Prospectus.  The selected  financial  data as of and for each of the years
ended December 31, 1996,  1995,  1994,  1993 and 1992 has not been audited.  The
selected financial data has been derived from the full financial  statements for
the years  ended  December  31,  1996,  1995,  1994,  1993 and 1992  which  were
presented in conformity with generally accepted accounting  principles and which
were audited by Deloitte & Touche LLP, independent auditors, whose report on the
Company's  consolidated  financial  statements as of December 31, 1996 and 1995,
and for the three  years in the period  ended  December  31,  1996,  is included
herein.

<TABLE>
<CAPTION>
                                                                               FOR THE YEAR ENDED DECEMBER 31,
                                                 1996             1995           1994            1993           1992
                                                 ----             ----           ----            ----           ----
               Income Statement Data:
               Revenues:
               <S>                           <C>              <C>            <C>              <C>            <C>         
               Annuity charges and fees*  $  69,779,522 $     38,837,358 $   24,779,785   $   11,752,984 $   4,846,134
               Fee income                    16,419,690        6,205,719      2,111,801          938,336       125,179
               Net investment income          1,585,819        1,600,674      1,300,217          692,758       892,053
               Annuity premium income           125,000                0         70,000          101,643     1,304,629
               Net realized capital
                gains/(losses)                  134,463           36,774         (1,942)         330,024       195,848
               Other income                      34,154           64,882         24,550            1,269        15,119
                                    ---------------------------------------- ------------------ -----------------------
               Total revenues          $     88,078,648 $     46,745,407 $   28,284,411   $   13,817,014 $   7,378,962
                                       ================ ================ ==============   ============== =============
               Benefits and Expenses:
               Annuity benefits                 613,594          555,421        369,652         383,515        276,997
               Increase/(decrease) in annuity
                 policy reserves                634,540       (6,778,756)     5,766,003       1,208,454      1,331,278
               Cost of minimum death benefit
                 reinsurance                  2,866,835        2,056,606              0               0              0
               Return credited
                 to contractowners              672,635       10,612,858       (516,730)        252,132        560,243
               Underwriting, acquisition and
                 other insurance expenses    49,915,661       35,970,524     18,942,720       9,547,951     11,338,765
               Interest expense              10,790,716        6,499,414      3,615,845         187,156              0
                                       ----------------------------------- ----------------- ----------------- ---------
               Total benefits and expenses$  65,493,981 $     48,916,067  $  28,177,490  $   11,579,208 $   13,507,283
                                          ================================  =============== ============== =============
               Income tax (benefit) expense$ (4,038,357)$        397,360  $     247,429  $      182,965 $            0
                                           =================================== ================= ========================

               Net income (loss)        $    26,623,024 $     (2,568,020) $    (140,508) $    2,054,841 $    (6,128,321)
                                        ================================= ================= =============================
               Balance Sheet Data:
               Total Assets             $ 8,334,662,876 $  5,021,012,890 $2,864,416,329  $1,558,548,537 $   552,345,206
                                          ==============  ============== ==============   ==============  ===============
               Future fees payable
                 to parent              $    47,111,936 $              0 $            0  $            0 $             0
                                        =============== ================ =============== =============== ===============
              
               Surplus Notes             $   213,000,000 $   103,000,000 $   69,000,000  $   20,000,000 $             0
                                         =============== =============== ================ ==============================
               Shareholder's  Equity     $   126,345,031 $    59,713,000 $     52,205,524 $  52,387,687  $   46,332,846
                                         =============== =============== ================ ================= ===========
</TABLE>




*On   annuity   sales   of   $2,795,114,000,   $1,628,486,000,   $1,372,874,000,
$890,640,000  and  $287,596,000  during the years ended December 31, 1996, 1995,
1994, 1993, and 1992,  respectively,  with contractowner assets under management
of   $7,764,891,000,    $4,704,044,000,   $2,661,161,000,   $1,437,554,000   and
$495,176,000 as of December 31, 1996, 1995, 1994, 1993 and 1992, respectively.

The  above  selected  financial  data  should  be read in  conjunction  with the
financial statements and the notes thereto.

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

         Results  of  Operations:  The  Company's  long term  business  plan was
developed  reflecting  the current sales and marketing  approach.  Annuity sales
increased  72%, 19% and 54% in 1996,  1995 and 1994,  respectively.  The Company
continues to show significant  growth in sales volume and increased market share
within the  variable  annuity  industry.  This growth is a result of  innovative
product development activities, expansion of distribution channels and a focused
effort on customer orientation.

The  Company  primarily  offers  and sells a wide  range of  deferred  annuities
through  three  focused  marketing,  sales  and  service  teams,  each of  which
specializes in addressing one of the Company's  primary  distribution  channels:
(a) financial planning firms; (b)  broker-dealers  that generally are members of
the New York Stock Exchange,  including  "wirehouse" and regional  broker-dealer
firms;  and (c)  broker-dealers  affiliated  with banks or which  specialize  in
marketing to customers of banks.  Starting in 1994,  the Company  expanded these
teams,  adding more field  marketing and internal sales support  personnel.  The
Company  also offers a number of  specialized  products  distributed  by select,
large  distributors.  In 1995 and 1996 the  Company  restructured  its  internal
support operations to support the specialized marketing, sales and service needs
of  the  primary  distribution  channels  and  of  the  select  distributors  of
specialized  products.  There has been continued growth and success in expanding
the number of selling agreements in the primary distribution channels. There has
also been increased success in enhancing the  relationships  with the registered
representative/insurance agents of all the selling firms.

Total assets grew 66%, 75% and 84% in 1996, 1995 and 1994,  respectively.  These
increases  were a direct  result  of the  substantial  sales  volume  increasing
separate account assets and deferred  acquisition  costs.  Liabilities grew 65%,
76%, and 87% in 1996, 1995 and 1994,  respectively,  as a result of the reserves
required for the increased sales activity along with borrowing during 1996, 1995
and 1994. The borrowing is needed to fund the acquisition costs of the Company's
variable annuity business.

The Company experienced a net gain after tax in 1996 and a net loss after tax in
1995 and 1994. The 1996 result was related to the strong sales volume, favorable
market  climate,  expense  savings  relative to sales volume and  recognition of
certain tax benefits.

The 1995  result  was  related to higher  than  anticipated  expense  levels and
additional  reserving  requirements on our market value adjusted annuities.  The
increase  in  expenses  was  primarily  attributable  to  improving  our service
infrastructure  and marketing  related costs,  which was in part responsible for
this strong sales and financial performance in 1996.

The 1994 loss is a result of additional  reserving of approximately $4.6 million
to cover the minimum death benefit exposure in the Company's  annuity  contracts
along with higher than expected general expenses  relative to sales volume.  The
additional  reserve  may be  required  from time to time,  within  the  variable
annuity market place, and is a result of volatility in the financial  markets as
it relates to the underlying separate account investments.

Increasing  volume of annuity sales  results in higher assets under  management.
The fees realized on assets under  management  have resulted in annuity  charges
and fees increasing 80%, 57% and 111% in 1996, 1995 and 1994, respectively.

Net investment income decreased 1% in 1996 and increased 23% and 88% in 1995 and
1994  respectively.  The level net investment  income in 1996 is a result of the
consistent investment holdings throughout most of the year. The increase in 1995
and 1994 was a result of a higher  average level of Company bonds and short-term
investments.

Fee  income  has  increased  165%,  194%  and  125%  in  1996,  1995  and  1994,
respectively, as a result of income from transfer agency type activities.

Annuity benefits  represent  payments on annuity contracts with mortality risks,
this being the  immediate  annuity  with life  contingencies  and  supplementary
contracts with life contingencies.

Increase/(decrease) in annuity policy reserves represents change in reserves for
the immediate annuity with life contingencies, supplementary contracts with life
contingencies and minimum death benefit. During 1995 the Company entered into an
agreement to reinsure the guaranteed  minimum death benefit  exposure on most of
the variable annuity contracts. The costs associated with reinsuring the minimum
death  benefit  reserve  approximates  the change in the minimum  death  benefit
reserve  during  1996 and  1995,  thereby  having no  significant  effect on the
statement of operations.  The significant increase in 1994 reflects the required
increase in the minimum death  benefit  reserve on variable  annuity  contracts.
This  increase  covers the  escalating  death  benefit  in one of the  Company's
products which was further enhanced as a result of poor market  conditions which
resulted in lower returns in performance  of the underlying  mutual funds within
the variable annuity contract.

Return credited to contractowners represents revenues on the variable and market
value adjusted  annuities  offset by the benefit payments and change in reserves
required on this business.  Also included are the benefit payments and change in
reserves on immediate annuity contracts without significant mortality risks. The
1996 return credited to contractowners in the amount of $0.7 million  represents
a favorable investment return on the market value adjusted contracts relating to
the  benefits  and  required  reserves,  offset  by the  effect  of bond  market
fluctuations  on  December  31,  1996 in the amount of $1.8  million.  While the
assets  relating  to the market  value  adjusted  contracts  reflect  the market
interest rate fluctuations  which occurred on December 31, 1996, the liabilities
are based on the interest rates set for new contracts  which are generally based
on the prior  day's  interest  rates.  During  the first  week of  January  1997
interest  rates  were  established  for  new  contracts,  thereby  bringing  the
liabilities  relating to the market  value  adjusted  contracts in line with the
related assets.

In 1995, the Company earned a lower than anticipated separate account investment
return on the market  value  adjusted  contracts  in support of the benefits and
required  reserves.  In  addition,  the 1995 result  includes an increase in the
required reserves  associated with this product.  The result for 1994 was better
than anticipated due to separate account  investment  return on the market value
adjusted contracts being in excess of the benefits and required reserves.

Underwriting,  acquisition and other  insurance  expenses for 1996 is made up of
$133.9 million of commissions  and $19.8 million of general  expenses  offset by
the net  capitalization  of deferred  acquisition costs totaling $153.9 million.
This compares to the same period last year of $62.8 million of  commissions  and
$42.2 million of general expenses offset by the net  capitalization  of deferred
acquisition costs totaling $69.2 million.

Underwriting,  acquisition and other insurance  expenses in 1994 were made up of
$46.2 million of commissions and $26.2 million of general expenses offset by the
net capitalization of deferred acquisition costs totaling $53.7 million.

Interest expense increased $4.3 million,  $2.9 million and $3.4 million in 1996,
1995 and 1994, respectively, as a result of Surplus Notes totaling $213 million,
$103 million and $69 million, at December 31, 1996, 1995 and 1994, respectively.

Income tax  reflected a benefit of  $4,038,357  for the year ended  December 31,
1996,  compared  with  expense of  $397,360  and  $247,429  for the years  ended
December  31,  1995 and 1994,  respectively.  The 1996  benefit  is  related  to
management's  release of the deferred  tax  valuation  allowance  of  $9,324,853
established at December 31, 1995.  Management believes that based on the taxable
income  produced  in the  current  year  and the  continued  growth  in  annuity
products,  the Company will produce  sufficient  taxable income in the future to
realize its  deferred  tax assets.  Income tax expense in 1995 and 1994  relates
principally  to increases in the deferred tax valuation  allowance of $1,680,339
and $365,288 for the years ended  December 31, 1995 and 1994,  respectively,  as
well as the Company being in an Alternative Minimum Tax position for both years.

         Liquidity and Capital Resources: The liquidity requirement of ASLAC was
met by cash from insurance operations, investment activities and borrowings from
its parent.

As previously  stated, the Company had significant growth during 1996. The sales
volume of $2.795 billion was primarily  (approximately  96%) variable  annuities
which carry a contingent  deferred  sales charge.  This type of product causes a
temporary  cash  strain in that 100% of the  proceeds  are  invested in separate
accounts  supporting the product  leaving a cash (but not capital) strain caused
by the  acquisition  cost for the new  business.  This cash strain  required the
Company to look beyond the insurance  operations and investments of the Company.
During 1996, the Company  borrowed an additional $110 million from its parent in
the form of Surplus Notes and extended its  reinsurance  agreements  (which were
initiated  in 1993,  1994 and 1995).  The  reinsurance  agreements  are modified
coinsurance  arrangements  where the  reinsurer  shares in the  experience  of a
specific book of business.  The income and expense items presented above are net
of reinsurance.

In  addition,  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 through
a trust 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.

The Company  expects to use  borrowing,  reinsurance  and the sale of future fee
revenues to fund the cash strain  anticipated from the acquisition  costs on the
coming years' sales volume.

The tremendous growth of this young organization has depended on capital support
from its parent. On December 19, 1996, the company received $39 million from its
parent to support the capital needs of its anticipated 1997 growth in business.

As of  December  31,  1996 and  December  31,  1995,  shareholder's  equity  was
$126,345,031 and $59,713,000 respectively,  which includes the carrying value of
state   insurance   licenses  in  the  amount  of  $4,712,500  and   $4,862,500,
respectively.

ASLAC has long term  surplus  notes with its  parent and a short term  borrowing
with an affiliate. No dividends have been paid to its parent company.

         Segment Information: As of the date of this Prospectus, we offered only
variable and fixed deferred annuities and immediate annuities.

         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.

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.

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.

         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.

         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
                                                Amount
              Date                                                 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.
    

     Reserves: We are obligated to carry on our statutory books, as liabilities,
actuarial  reserves  to meet our  obligations  on  outstanding  annuity  or life
insurance contracts. This is required by the life insurance laws and regulations
in the  jurisdictions  in which  we do  business.  Such  reserves  are  based on
mortality  and/or  morbidity  tables in  general  use in the United  States.  In
general,  reserves are computed amounts that, with additions from premiums to be
received,  and with  interest on such  reserves  compounded  at certain  assumed
rates,  are expected to be  sufficient to meet our policy  obligations  at their
maturities if death occurs in accordance with the mortality tables employed.  In
the accompanying  Financial Statements these reserves for policy obligations are
determined in accordance with generally accepted  accounting  principles and are
included in the  liabilities  of our separate  accounts and the general  account
liabilities for future benefits of annuity or life insurance contracts we issue.

     Competition: We are engaged in a business that is highly competitive due to
the large  number of insurance  companies  and other  entities  competing in the
marketing and sale of insurance  products.  There are approximately  2300 stock,
mutual and other types of insurers in the life insurance  business in the United
States.

   
     Employees:  As of December 31, 1996, we had 310 direct salaried  employees.
An affiliate,  American Skandia Information Services and Technology Corporation,
which  provides  services  almost  exclusively  to us,  had 54  direct  salaried
employees.
    

     Regulation: We are organized as a Connecticut stock life insurance company,
and are  subject  to  Connecticut  law  governing  insurance  companies.  We are
regulated and supervised by the Connecticut  Commissioner of Insurance. By March
1 of every  year,  we must  prepare  and  file an  annual  statement,  in a form
prescribed by the Connecticut Insurance Department,  which covers our operations
for the  preceding  calendar  year,  and must prepare and file our  statement of
financial  condition as of December 31 of such year. The Commissioner and his or
her  agents  have the  right at all times to  review  or  examine  our books and
assets.  A full  examination  of our operations  will be conducted  periodically
according to the rules and  practices of the National  Association  of Insurance
Commissioners ("NAIC"). We are subject to the insurance laws and various federal
and state  securities laws and regulations and to regulatory  agencies,  such as
the Securities and Exchange  Commission (the "SEC") and the Connecticut  Banking
Department, which administer those laws and regulations.

We can be assessed up to prescribed  limits for policyholder  losses incurred by
insolvent  insurers  under the insurance  guaranty fund laws of most states.  We
cannot predict or estimate the amount any such future assessments we may have to
pay. However,  the insurance  guaranty laws of most states provide for deferring
payment or  exempting  a company  from  paying  such an  assessment  if it would
threaten such insurer's financial strength.

Several states,  including  Connecticut,  regulate insurers and their affiliates
under insurance holding company laws and regulations. This applies to us and our
affiliates.  Under  such  laws,  inter-company  transactions,  such as  dividend
payments to parent  companies and  transfers of assets,  may be subject to prior
notice and approval, depending on factors such as the size of the transaction in
relation to the financial position of the companies.

Currently,  the federal  government  does not directly  regulate the business of
insurance.  However, federal legislative,  regulatory and judicial decisions and
initiatives  often have  significant  effects on our business.  Types of changes
that are most likely to affect our business include changes to: (a) the taxation
of life insurance  companies;  (b) the tax treatment of insurance products;  (c)
the  securities  laws,  particularly  as they  relate to  insurance  and annuity
products;  (d) the "business of insurance" exemption from many of the provisions
of the anti-trust  laws; (e) the barriers  preventing most banks from selling or
underwriting  insurance:  and (f) any initiatives  directed toward improving the
solvency  of  insurance  companies.   We  would  also  be  affected  by  federal
initiatives  that have impact on the ownership of or investment in United States
companies by foreign companies or investors.

Executive Officers and Directors:

Our executive officers, directors and certain significant employees, their ages,
positions with us and principal occupations are indicated below. The immediately
preceding  work  experience is provided for officers that have not been employed
by us or an affiliate for at least five years as of the date of this Prospectus.


<TABLE>
<CAPTION>
Executive Officers and Directors:
   
Our executive officers, directors and certain significant employees, their ages,
positions with us and principal occupations are indicated below. The immediately
preceding  work  experience is provided for officers that have not been employed
by us or an affiliate for at least five years as of the date of this Prospectus.

<S>  <C>                                                      <C>                              <C>              <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


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

       

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

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)  Calculating the Market Value Adjustment

     (6)  Independent Auditors

     (7)  Legal Experts

     (8)  Appendix A -  Financial  Statements  for  Separate  Account B (Class 3
          Sub-accounts)

   
FINANCIAL  STATEMENTS:  The  consolidated  financial  statements which follow in
Appendix  A are those of  American  Skandia  Life  Assurance  Corporation  as of
December 31, 1996 and 1995, and for the three years in the period ended December
31, 1996.  Financial statements for the Class 1 Sub-accounts of Separate Account
B are found in the Statement of Additional Information.
    



<PAGE>
















                                   APPENDIXES


                  APPENDIX A FINANCIAL STATEMENTS FOR AMERICAN
                       SKANDIA LIFE ASSURANCE CORPORATION




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


<PAGE>
                                                              

                                   APPENDIX A

      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.


                                                              
                                   APPENDIX B

                            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 PROSPECTUS AXM-PROS (05/97).
================================================================================


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



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



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

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



<PAGE>



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

                   AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
                                       at

                                  P.O. Box 883
                           Shelton, Connecticut 06484

                                       or

   
                           [email protected]
    


Issued by:
                                                                    Serviced at:

   
AMERICAN SKANDIA LIFE                                      AMERICAN SKANDIA LIFE
ASSURANCE CORPORATION                                      ASSURANCE CORPORATION
One Corporate Drive                                                 P.O. Box 883
Shelton, Connecticut 06484                            Shelton, Connecticut 06484
Telephone: 1-800-752-6342                             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 variable  investment options under the annuity  contracts,  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  3
SUB-ACCOUNTS)  and  AMERICAN  SKANDIA  LIFE  ASSURANCE  CORPORATION.  The  fixed
investment  options  thereunder,  registered  solely under the Securities Act of
1933, are issued by AMERICAN  SKANDIA LIFE ASSURANCE  CORPORATION and the assets
supporting  such  securities are  maintained in AMERICAN  SKANDIA LIFE ASSURANCE
CORPORATION SEPARATE ACCOUNT D.

THIS STATEMENT OF ADDITIONAL  INFORMATION IS NOT A PROSPECTUS.  THE  INFORMATION
CONTAINED  HEREIN  SHOULD BE READ IN  CONJUNCTlON  WITH THE  PROSPECTUS  FOR THE
ANNUITIES 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,   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                                                                                                 5
Calculating the Market Value Adjustment                                                                                   5
Independent Auditors                                                                                                      7
Legal Experts                                                                                                             7
Appendix A - Financial Statements for Separate Account B (Class 3 Sub-accounts)                                           8
    
</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 whose
indirect parent is Skandia Insurance Company Ltd. Skandia Insurance Company Ltd.
is part of a group of companies whose predecessor  commenced operations in 1855.
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 3 Sub-accounts  of Separate
Account B invest in portfolios offered by American Skandia Trust.

AX-SAI (05/97)
    


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.  receives  no
underwriting commissions.

CALCULATION  OF  PERFORMANCE  DATA:  We may  advertise our Current Rates for new
Fixed Allocations, to the extent permitted by law.

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

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

         (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.

As of the date of this  Statement,  all 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.

   
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 is
calculated  in the same  manner  as the  standardized  returns  except  that the
calculations  assume no redemption at the end of the  applicable  periods,  thus
these figures do not take into consideration the Annuity's  contingent  deferred
sales charge. In addition, we may calculate  Non-standard Total Return that does
not reflect deduction of the Annual Maintenance Fee.
    

As described in the Prospectus,  Annuities may be offered in certain  situations
in which the  contingent  deferred sales charge or certain other charges or fees
may be eliminated or reduced.  Advertisements  of performance in connection with
the offer of such  Annuities  will be based on the  charges  applicable  to such
Annuities.

   
         Shown below are total return figures for the periods shown. Figures are
shown only for Sub-accounts operational as of December 31, 1996."Standard" total
return and "Non-standard"  total return figures,  as described above, are shown.
Standard total return  figures assume that all charges and fees are  applicable.
Non-standard total return figures may not reflect all fees and charges, as noted
in the charts below.  The  "inception-to-date"  figures shown below are based on
the inception  date of an  underlying  mutual fund  portfolio.  "N/A" means "not
applicable"  and indicates that the underlying  mutual fund portfolio was not in
operation for the applicable period. Any performance of such portfolios prior to
inception of a Sub-account is provided by the underlying mutual funds. The total
return for any Sub-account  reflecting  performance prior to such  Sub-account's
inception is based on such information.
    

<TABLE>
<CAPTION>

                                               Standard Total Return                              Non-standard Total Return
                                            (Assuming maximum sales charge                       (Assuming maximum sales charge
                                              and maximum maintenance fees)                             and no maintenance fees)
<S>                                 <C>       <C>       <C>     <C>   <C>                 <C>     <C>        <C>      <C>   <C>
                                                                        Incep-                                               Incep-
                                        1        3        5      10    tion-to-              1       3        5       10    tion-to-
                                       Yr.      Yr.      Yr.     Yr.     Date               Yr.     Yr.      Yr.      Yr.     Date

   
JanCap Growth 3                      20.80%   16.65%     N/A     N/A    16.19%            20.88%  16.72%     N/A      N/A    16.28%
AST Janus Overseas Growth 3            N/A      N/A      N/A     N/A    -6.06%              N/A     N/A      N/A      N/A    -6.00%
LA Growth and Income 3               11.19%   13.51%     N/A     N/A    12.97%            11.26%  13.58%     N/A      N/A    13.05%
Fed Utility Inc 3                     4.30%    6.78%     N/A     N/A     7.61%             4.37%   6.85%     N/A      N/A     7.68%
Fed High Yield 3                      6.32%    6.99%     N/A     N/A     7.01%             6.38%   7.05%     N/A      N/A     7.08%
T. Rowe Price Asset Allocation 3      5.88%    8.96%     N/A     N/A     8.99%             5.95%   9.03%     N/A      N/A     9.06%
T. Rowe Price International Equity 3  6.89%    4.21%     N/A     N/A     4.22%             6.96%   4.27%     N/A      N/A     4.29%
T. Rowe Price Natural Resources 3    23.14%     N/A      N/A     N/A    20.55%            23.21%    N/A      N/A      N/A    20.64%
T. Rowe Price International Bond 3(1)-1.14%     N/A      N/A     N/A     2.13%            -1.08%    N/A      N/A      N/A     2.20%
T. Rowe Price Small Company Value 3    N/A      N/A      N/A     N/A    -6.06%              N/A     N/A      N/A      N/A    -6.00%
Founders Capital Appreciation 3      12.65%   17.45%     N/A     N/A    17.52%            12.72%  17.52%     N/A      N/A    17.59%
Founders Passport 3(2)                5.66%     N/A      N/A     N/A     5.04%             5.73%    N/A      N/A      N/A     5.12%
INVESCO Equity Income 3               9.75%   11.54%     N/A     N/A    11.59%             9.82%  11.61%     N/A      N/A    11.66%
PIMCO Total Return Bond 3            -3.65%    3.54%     N/A     N/A     3.56%            -3.59%   3.61%     N/A      N/A     3.62%
PIMCO Limited Maturity Bond 3        -3.19%     N/A      N/A     N/A     0.50%            -3.13%    N/A      N/A      N/A     0.58%
Berger Capital Growth 3               9.02%     N/A      N/A     N/A    14.96%             9.09%    N/A      N/A      N/A    15.06%
RS Value + Growth 3                    N/A      N/A      N/A     N/A     3.10%              N/A     N/A      N/A      N/A     3.16%
AST Putnam Value Growth & Income 3     N/A      N/A      N/A     N/A    -6.06%              N/A     N/A      N/A      N/A    -6.00%
AST Putnam International Equity 3(3)  2.46%    4.73%    7.32%    N/A     9.67%             2.52%   4.80%    7.39%     N/A     9.74%
AST Putnam Balanced 3(4)              4.01%    8.34%     N/A     N/A     8.26%             4.07%   8.41%     N/A      N/A     8.33%
Twentieth Century Strategic Balanced 3 N/A      N/A      N/A     N/A    -6.06%              N/A     N/A      N/A      N/A    -6.00%
Twentieth Century International
 Growth 3                              N/A      N/A     N/A      N/A    -6.06%              N/A     N/A      N/A      N/A    -6.00%
AA Growth 3                           6.09%   13.66%   14.92%    N/A    17.46%             6.16%  13.73%   14.99%     N/A    17.53%
AA Small Capitalization 3            -2.91%   10.30%    9.27%    N/A    18.93%            -2.85%  10.37%    9.34%     N/A    19.00%
AA MidCap Growth 3                    4.66%   14.24%     N/A     N/A    21.98%             4.73%  14.31%     N/A      N/A    22.07%
NB Partners 3                        21.99%     N/A      N/A     N/A    19.13%            22.06%    N/A      N/A      N/A    19.21%
MV Emerging Markets 3                  N/A      N/A      N/A     N/A    -0.24%              N/A     N/A      N/A      N/A    -0.17%
    


</TABLE>


<TABLE>
<CAPTION>

                                               Non-Standard Total Return                         Non-Standard Total Return
                                            (Assuming no sales charge and                        (Assuming no sales charge with
                                                     no maintenance fees)                          maintenance fees)
<S>                                  <C>      <C>        <C>    <C>   <C>                <C>      <C>       <C>       <C>   <C>
                                                                        Incep-                                               Incep-
                                        1        3        5      10    tion-to-              1       3        5       10    tion-to-
                                       Yr.      Yr.      Yr.     Yr.     Date               Yr.     Yr.      Yr.      Yr.     Date

   
JanCap Growth 3                      26.82%   17.93%     N/A     N/A    16.87%            26.74%  17.86%     N/A      N/A    16.79%
AST Janus Overseas Growth 3            N/A      N/A      N/A     N/A     0.00%              N/A     N/A      N/A      N/A    -0.06%
LA Growth and Income 3               17.21%   14.86%     N/A     N/A    13.59%            17.14%  14.79%     N/A      N/A    13.51%
Fed Utility Inc 3                    10.31%    8.29%     N/A     N/A     8.79%            10.25%   8.22%     N/A      N/A     8.71%
Fed High Yield 3                     12.33%    8.49%     N/A     N/A     8.52%            12.26%   8.42%     N/A      N/A     8.45%
T. Rowe Price Asset Allocation 3     11.90%   10.41%     N/A     N/A    10.45%            11.83%  10.34%     N/A      N/A    10.38%
T. Rowe Price International Equity 3 12.90%    5.78%     N/A     N/A     5.81%            12.84%   5.72%     N/A      N/A     5.74%
T. Rowe Price Natural Resources 3    29.15%     N/A      N/A     N/A    23.78%            29.08%    N/A      N/A      N/A    23.69%
T. Rowe Price International Bond 3(1) 4.87%     N/A      N/A     N/A     3.98%             4.81%    N/A      N/A      N/A     3.91%
T. Rowe Price Small Company Value 3    N/A      N/A      N/A     N/A     0.00%              N/A     N/A      N/A      N/A    -0.06%
Founders Capital Appreciation 3      18.67%   18.71%     N/A     N/A    18.79%            18.60%  18.64%     N/A      N/A    18.72%
Founders Passport 3(2)               11.67%     N/A      N/A     N/A     8.55%            11.61%    N/A      N/A      N/A     8.47%
INVESCO Equity Income 3              15.77%   12.93%     N/A     N/A    12.99%            15.70%  12.87%     N/A      N/A    12.92%
PIMCO Total Return Bond 3             2.36%    5.13%     N/A     N/A     5.15%             2.30%   5.07%     N/A      N/A     5.09%
PIMCO Limited Maturity Bond 3         2.83%     N/A      N/A     N/A     4.11%             2.76%    N/A      N/A      N/A     4.04%
Berger Capital Growth 3              15.03%     N/A      N/A     N/A    16.96%            14.96%    N/A      N/A      N/A    16.87%
RS Value + Growth 3                    N/A      N/A      N/A     N/A     9.16%              N/A     N/A      N/A      N/A     9.10%
AST Putnam Value Growth & Income 3     N/A      N/A      N/A     N/A     0.00%              N/A     N/A      N/A      N/A    -0.06%
AST Putnam International Equity 3(3)  8.47%    6.29%    7.98%    N/A     9.74%             8.40%   6.23%    7.91%     N/A     9.67%
AST Putnam Balanced 3(4)             10.02%    9.81%     N/A     N/A     9.42%             9.95%   9.74%     N/A      N/A     9.35%
Twentieth Century Strategic Balanced 3 N/A      N/A      N/A     N/A     0.00%              N/A     N/A      N/A      N/A    -0.06%
Twentieth Century International
 Growth 3                              N/A      N/A     N/A      N/A     0.00%              N/A     N/A      N/A      N/A    -0.06%
AA Growth 3                          12.10%   15.00%   15.45%    N/A    17.53%            12.04%  14.93%   15.38%     N/A    17.46%
AA Small Capitalization 3             3.11%   11.72%    9.89%    N/A    19.00%             3.04%  11.65%    9.83%     N/A    18.93%
AA MidCap Growth 3                   10.68%   15.57%     N/A     N/A    22.86%            10.61%  15.50%     N/A      N/A    22.78%
NB Partners 3                        28.01%     N/A      N/A     N/A    20.51%            27.93%    N/A      N/A      N/A    20.43%
MV Emerging Markets 3                  N/A      N/A      N/A     N/A     5.83%              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  would reduce the  portfolio's
performance.
    

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

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

         (a) is the net result of:

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

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

         (b) is the net result of:

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

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

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

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

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



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

                                     where:

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

                  J is the Current Rate for new Fixed Allocations with Guarantee
                  Periods of durations  equal to the number of years (rounded to
                  the next  higher  integer  when  occurring  on  other  than an
                  anniversary  of  the  beginning  of  the  Fixed   Allocation's
                  Guarantee  Period)  remaining in such  Guarantee  Period ( the
                  "Remaining Period");

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

The formula  that  applies if amounts are  surrendered  pursuant to the right to
return the annuity is [(1 + I)/(1 + J)]N/12.

No MVA applies in determining a Fixed Allocation's Account Value on its Maturity
Date.  The formula  may be changed if  Additional  Amounts  have been added to a
Fixed  Allocation.  For more  information,  see the  section  of the  Prospectus
entitled "Additional Amounts in the Fixed Allocations."

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

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

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

The following examples show the effect of the MVA in determining  Account Value.
The example  assumes:  (a) Account Value of $50,000 for the Fixed  Allocation at
the beginning of its Guarantee Period; (b) a Guarantee Period of 5 years; (c) an
interest rate of 5%, which is an effective  annual rate; and (d) the date of the
calculation  is the end of the third year since the  beginning of the  Guarantee
Period.  That  means  there  are two  exact  years  remaining  to the end of the
Guarantee Period.

         Example of Upward Adjustment:  Assume that J = 3.5% and there have been
no transfers or  withdrawals.  At this point I = 5% (0.05) and N = 24 (number of
months remaining in the Guarantee Period). Then:

                  (a)      MVA  =  [(1+I)/(I+J+0.0010)]N/12  =  [1.05/1.036]2  =
                           1.027210; and

                  (b)      Account Value = Interim Value X MVA = $59,456.20.

         Example of Downward Adjustment:  Assume that J = 6% and there have been
no transfers or withdrawals.  At this point I = 5% (0.05) and N = 24, the number
of months remaining in the Guarantee Period. Then:

                  (a)      MVA  =  [(1+I)/(1+J+0.0010)]N/12  =  [1.05/1.061]2  =
                           0.979372; and

                  (b)      Account Value = Interim Value X MVA = $56,687.28.

   
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  Separate Account B (Class 3 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
December 31, 1996 are included in the Prospectus.  Audited financial  statements
for Separate Account B (Class 3 Sub-accounts) are included herein. The financial
statements included herein and in the Prospectus have been audited by Deloitte &
Touche LLP,  independent  auditors,  as stated in their report herein and in the
Prospectus, 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.

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].
    




                                   Appendix A

                   Financial Statements for Separate Account B
                             (Class 3 Sub-accounts)














                                   APPENDIX A









<PAGE>
 
INDEPENDENT AUDITORS' REPORT
- ----------------------------
 
To the Contractowners of
       American Skandia Life Assurance Corporation
       Variable Account B -- Class 3 (Axiom Variable Annuity) and the
       Board of Directors of
       American Skandia Life Assurance Corporation
       Shelton, Connecticut
 
We have audited the accompanying statement of assets and liabilities of
twenty-three sub-accounts of American Skandia Life Assurance Corporation
Variable Account B -- Class 3, 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 twenty-three sub-accounts of American
Skandia Life Assurance Corporation Variable Account B -- Class 3, 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 3
 
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 - 576,673 shares (cost $9,197,533)..................................................  $ 9,503,564
    The Alger American Fund (AAF):
        Small Capitalization Portfolio - 97,051 shares (cost $3,936,331).......................................    3,970,341
        Growth Portfolio - 124,282 shares (cost $4,026,031)....................................................    4,266,590
        MidCap Growth Portfolio - 95,433 shares (cost $1,942,043)..............................................    2,037,505
    American Skandia Trust (AST):
        AST Putnam International Equity Portfolio - 95,659 shares (cost $1,748,202)............................    1,838,557
        Founders Passport Portfolio - 118,228 shares (cost $1,306,047).........................................    1,374,994
        Lord Abbett Growth & Income Portfolio - 304,986 shares (cost $4,833,546)...............................    5,236,614
        JanCap Growth Portfolio - 214,676 shares (cost $3,600,794).............................................    4,033,764
        AST Money Market Portfolio - 6,347,940 shares (cost $6,347,940)........................................    6,347,940
        Federated Utility Income Portfolio - 19,262 shares (cost $226,484).....................................      247,136
        Federated High Yield Portfolio - 382,465 shares (cost $4,328,120)......................................    4,639,306
        AST Putnam Balanced Asset Portfolio - 41,951 shares (cost $513,045)....................................      553,337
        T. Rowe Price Asset Allocation Portfolio - 83,817 shares (cost $1,010,127).............................    1,112,246
        T. Rowe Price International Equity Portfolio - 784,314 shares (cost $8,855,558)........................    9,466,665
        T. Rowe Price International Bond Portfolio - 58,120 shares (cost $607,671).............................      633,509
        T. Rowe Price Natural Resources - 35,209 shares (cost $456,558)........................................      509,477
        Founders Capital Appreciation Portfolio - 742,781 shares (cost $11,483,873)............................   12,478,714
        INVESCO Equity Income Portfolio - 626,271 shares (cost $7,991,049).....................................    8,761,535
        PIMCO Total Return Bond Portfolio - 226,041 shares (cost $2,434,135)...................................    2,511,311
        PIMCO Limited Maturity Bond Portfolio - 341,575 shares (cost $3,582,472)...............................    3,692,421
        Berger Capital Growth Portfolio - 71,098 shares (cost $971,520)........................................    1,023,096
        Robertson Stephens Value + Growth - 36,198 shares (cost $364,092)......................................      397,812
    Montgomery Variable Series
        Montgomery Emerging Markets - 35,936 shares (cost $378,205)............................................      382,721
                                                                                                                 -----------
                Total Invested Assets..........................................................................   85,019,155

Receivable from American Skandia Life Assurance Corp...........................................................      108,714
Receivable from Neuberger & Berman Advisers Management Trust...................................................           68
                                                                                                                 -----------
                Total Assets...................................................................................  $85,127,937
                                                                                                                 ===========
</TABLE>
 
- --------------------------------------------------------------------------------
See Notes to Financial Statements.
 
                                        2

<PAGE>
 
AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
VARIABLE ACCOUNT B -- CLASS 3
 
STATEMENT OF ASSETS AND LIABILITIES (CONCLUDED)
 
AS OF DECEMBER 31, 1996
- --------------------------------------------------------------------------------
 
<TABLE>
<S>                                                                                                                 <C>
                                                        LIABILITIES
Payable to Alger American Fund....................................................................................  $ 13,907
Payable to American Skandia Trust.................................................................................    93,426
Payable to Montgomery Asset Management............................................................................     2,000
                                                                                                                    --------
                Total Liabilities.................................................................................  $109,333
                                                                                                                    --------
</TABLE>
 
                                   NET ASSETS
 
<TABLE>
<CAPTION>
                                                                                                          UNIT
                                 CONTRACTOWNERS' EQUITY                                       UNITS      VALUE
- -----------------------------------------------------------------------------------------    -------     ------
<S>                                                                                          <C>         <C>        <C>
    NBAMT - Partners.....................................................................    613,395     $15.49     $ 9,503,564
    AAF - Small Capitalization...........................................................    300,816      13.20       3,970,341
    AAF - Growth.........................................................................    313,462      13.61       4,266,590
    AAF - MidCap Growth..................................................................    142,950      14.25       2,037,449
    AST - Putnam International Equity....................................................    155,338      11.84       1,838,507
    AST - Founders Passport Portfolio....................................................    119,878      11.47       1,374,957
    AST - Lord Abbett Growth and Income..................................................    388,009      13.50       5,236,614
    AST - JanCap Growth..................................................................    252,967      15.95       4,033,764
    AST - Money Market...................................................................    592,996      10.70       6,347,940
    AST - Federated Utility Income.......................................................     19,077      12.95         247,088
    AST - Federated High Yield...........................................................    377,336      12.29       4,639,306
    AST - Putnam Balanced................................................................     43,887      12.61         553,322
    AST - T. Rowe Price Asset Allocation.................................................     88,398      12.58       1,112,215
    AST - T. Rowe Price International Equity.............................................    783,865      12.08       9,466,665
    AST - T. Rowe Price International Bond...............................................     56,657      11.18         633,491
    AST - T. Rowe Price Natural Resources................................................     35,664      14.28         509,407
    AST - Founders Capital Appreciation..................................................    861,999      14.48      12,478,714
    AST - INVESCO Equity Income..........................................................    645,296      13.58       8,761,535
    AST - PIMCO Total Return Bond........................................................    220,583      11.38       2,511,242
    AST - PIMCO Limited Maturity Bond....................................................    345,188      10.70       3,692,421
    AST - Berger Capital Growth..........................................................     73,996      13.83       1,023,067
    AST - Robertson Stephens Value + Growth..............................................     36,437      10.92         397,757
    Montgomery Emerging Markets..........................................................     37,227      10.28         382,648
                                                                                                                    -----------
                Total Net Assets.........................................................                           $85,018,604
                                                                                                                    ===========
</TABLE>
 
- --------------------------------------------------------------------------------
 
                                        3

<PAGE>
 
AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
VARIABLE ACCOUNT B -- CLASS 3
 
STATEMENT OF OPERATIONS
 
FOR THE PERIODS ENDED DECEMBER 31, 1996
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                                  CLASS 3 SUB-ACCOUNTS INVESTING IN:
                                                                     ------------------------------------------------------------
                                                                                      NBAMT        AAF - SMALL
                                                                        TOTAL        PARTNERS     CAPITALIZATION     AAF - GROWTH
                                                                     -----------     --------     --------------     ------------
<S>                                                                  <C>             <C>          <C>                <C>
INVESTMENT INCOME:
  Income
    Dividends....................................................... $   638,263     $  1,786        $      0         $    1,493
  Expenses
    Mortality and Expense Risks Charges and Administrative Fees
      (Note 4)......................................................    (565,930)     (15,381)        (29,710)           (30,596)
                                                                     -----------     --------        --------         ----------
NET INVESTMENT INCOME (LOSS)........................................      72,333      (13,595)        (29,710)           (29,103)
                                                                     -----------     --------        --------         ----------
REALIZED GAIN (LOSS) ON INVESTMENTS:
  Proceeds from Sales...............................................  43,944,857      159,111         486,112          1,253,839
  Cost of Securities Sold...........................................  42,516,184      142,258         499,421          1,187,544
                                                                     -----------     --------        --------         ----------
    Net Gain (Loss).................................................   1,428,673       16,853         (13,309)            66,295
  Capital Gain Distributions Received...............................     428,022       22,329           9,801             61,047
                                                                     -----------     --------        --------         ----------
NET REALIZED GAIN (LOSS)............................................   1,856,695       39,182          (3,508)           127,342
UNREALIZED GAIN (LOSS) ON INVESTMENTS:
  Beginning of Period...............................................     574,335       15,762         (45,284)            (5,934)
  End of Period.....................................................   4,877,779      306,031          34,010            240,559
                                                                     -----------     --------        --------         ----------
NET UNREALIZED GAIN (LOSS)..........................................   4,303,444      290,269          79,294            246,493
                                                                     -----------     --------        --------         ----------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS................ $ 6,232,472     $315,856        $ 46,076         $  344,732
                                                                     ===========     ========        ========         ==========
</TABLE>
 
- --------------------------------------------------------------------------------
 
See Notes to Financial Statements.
 
* Date Operations Commenced.
 
                                        4

<PAGE>
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                        CLASS 3 SUB-ACCOUNTS INVESTING IN:
       ----------------------------------------------------------------------------------------------------
                        AST - PUTNAM     AST - FOUNDERS      AST - LORD
       AAF - MIDCAP     INTERNATIONAL       PASSPORT        ABBETT GROWTH     AST - JANCAP     AST - MONEY
          GROWTH           EQUITY          PORTFOLIO         AND INCOME          GROWTH           MARKET
       ------------     ------------     --------------     -------------     ------------     ------------
<S>    <C>              <C>              <C>                <C>               <C>              <C>
         $      0         $ 11,391          $ 1,480         $   34,918       $    1,974      $   235,232
          (15,940)         (13,715)          (9,191)           (39,346)         (32,284)         (49,518) 
         --------         --------          -------         ----------       ----------      -----------
          (15,940)          (2,324)          (7,711)            (4,428)         (30,310)         185,714
         --------         --------          -------         ----------       ----------      -----------

          457,095          239,258           40,548          2,767,320        1,854,748       23,888,581
          434,608          223,991           36,175          2,586,036        1,528,085       23,888,581
         --------         --------          -------         ----------       ----------      -----------
           22,487           15,267            4,373            181,284          326,663                0
           26,203           13,407                0             70,544           63,312            1,028
         --------         --------          -------         ----------       ----------      -----------
           48,690           28,674            4,373            251,828          389,975            1,028

           (2,063)          22,133            4,693             82,489           17,857                0
           95,462           90,355           68,947            403,068          432,970                0
         --------         --------          -------         ----------       ----------      -----------
           97,525           68,222           64,254            320,579          415,113                0
         --------         --------          -------         ----------       ----------      -----------
         $130,275         $ 94,572          $60,916         $  567,979       $  774,778      $   186,742
         ========         ========          =======         ==========       ==========      ===========
</TABLE>
 
- --------------------------------------------------------------------------------
 
                                        5

<PAGE>
 
AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
VARIABLE ACCOUNT B -- CLASS 3
 
STATEMENT OF OPERATIONS (CONT'D)
 
FOR THE PERIODS ENDED DECEMBER 31, 1996
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                              CLASS 3 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.................................................    $  4,943        $  168,614       $  8,219       $  5,135
  Expenses
    Mortality and Expense Risks Charges and Administrative
      Fees (Note 4)...........................................      (2,110)          (40,741)        (5,547)        (6,311)
                                                                  --------        ----------       --------       --------
NET INVESTMENT INCOME (LOSS)..................................       2,833           127,873          2,672         (1,176)
                                                                  --------        ----------       --------       --------
REALIZED GAIN (LOSS) ON INVESTMENTS:
  Proceeds from Sales.........................................     135,955         2,235,576        188,465         93,557
  Cost of Securities Sold.....................................     130,175         2,171,027        170,538         85,426
                                                                  --------        ----------       --------       --------
    Net Gain (Loss)...........................................       5,780            64,549         17,927          8,131
  Capital Gain Distributions Received.........................           0                 0         13,902            884
                                                                  --------        ----------       --------       --------
NET REALIZED GAIN (LOSS)......................................       5,780            64,549         31,829          9,015
UNREALIZED GAIN (LOSS) ON INVESTMENTS:                                             
  Beginning of Period.........................................       7,392            72,266         18,694          9,623
  End of Period...............................................      20,652           311,186         40,292        102,119
                                                                  --------        ----------       --------       --------
NET UNREALIZED GAIN (LOSS)....................................      13,260           238,920         21,598         92,496
                                                                  --------        ----------       --------       --------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS..........    $ 21,873        $  431,342       $ 56,099       $100,335
                                                                  ========        ==========       ========       ========
</TABLE>
 
- --------------------------------------------------------------------------------
 
See Notes to Financial Statements.
 
* Date Operations Commenced.
 
                                        6

<PAGE>
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                             CLASS 3 SUB-ACCOUNTS INVESTING IN:
     ------------------------------------------------------------------------------------------------------------------
                                                                                                                        
        AST - T. ROWE        AST - T. ROWE PRICE     AST - T. ROWE     AST - FOUNDERS                       AST - PIMCO 
     PRICE INTERNATIONAL        INTERNATIONAL        PRICE NATURAL        CAPITAL         AST - INVESCO    TOTAL RETURN 
           EQUITY                   BOND               RESOURCES        APPRECIATION      EQUITY INCOME        BOND
     -------------------     -------------------     -------------     --------------     -------------    ------------
      <S>                      <C>                     <C>               <C>                <C>               <C>
          $   41,236               $  4,741             $   174           $ 17,771           $ 44,506         $ 31,572


             (82,223)                (5,226)             (2,682)           (60,347)           (50,626)         (20,105)
          ----------               --------             -------           --------           --------         --------
             (40,987)                  (485)             (2,508)           (42,576)            (6,120)          11,467
          ----------               --------             -------           --------           --------         --------

           3,741,096                217,537              37,798            321,823            258,696          492,540
           3,298,796                212,090              27,690            245,608            218,236          476,744
          ----------               --------             -------           --------           --------         --------
             442,300                  5,447              10,108             76,215             40,460           15,796
                   0                  6,012                 204             35,992             60,220           34,625
          ----------               --------             -------           --------           --------         --------
             442,300                 11,459              10,312            112,207            100,680           50,421

              75,100                  6,255               3,548             68,061            119,517           49,745
             611,107                 25,838              52,919            994,841            770,486           77,176
          ----------               --------             -------           --------           --------         --------
             536,007                 19,583              49,371            926,780            650,969           27,431
          ----------               --------             -------           --------           --------         --------
          $  937,320               $ 30,557             $57,175           $996,411           $745,529         $ 89,319
          ==========               ========             =======           ========           ========         ========
</TABLE>
 
- --------------------------------------------------------------------------------
 
                                        7

<PAGE>
 
AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
VARIABLE ACCOUNT B -- CLASS 3
 
STATEMENT OF OPERATIONS (CONCLUDED)
 
FOR THE PERIODS ENDED DECEMBER 31, 1996
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                             CLASS 3 SUB-ACCOUNTS INVESTING IN:
                                                           ----------------------------------------------------------------------
                                                                                              AST - ROBERTSON
                                                                                                  STEPHENS          MONTGOMERY
                                                             AST - PIMCO                       VALUE + GROWTH    EMERGING MARKETS
                                                           LIMITED MATURITY   AST - BERGER      MAY 29* THRU      JUNE 29* THRU
                                                                 BOND        CAPITAL GROWTH    DEC. 31, 1996      DEC. 31, 1996
                                                           ----------------  --------------  ------------------  ----------------
<S>                                                        <C>               <C>             <C>                 <C>
INVESTMENT INCOME:
  Income
    Dividends.............................................    $   21,327        $    783          $      0           $    968
  Expenses
    Mortality and Expense Risks Charges and Administrative
      Fees (Note 4).......................................       (43,798)         (7,167)           (2,009)            (1,357)
                                                              ----------        --------          --------           --------
NET INVESTMENT INCOME (LOSS)..............................       (22,471)         (6,384)           (2,009)              (389)
                                                              ----------        --------          --------           --------
REALIZED GAIN (LOSS) ON INVESTMENTS:
  Proceeds from Sales.....................................     4,536,897         268,270           234,560             35,475
  Cost of Securities Sold.................................     4,472,168         227,174           217,476             36,337
                                                              ----------        --------          --------           --------
    Net Gain (Loss).......................................        64,729          41,096            17,084               (862)
  Capital Gain Distributions Received.....................         8,512               0                 0                  0
                                                              ----------        --------          --------           --------
NET REALIZED GAIN (LOSS)..................................        73,241          41,096            17,084               (862)
UNREALIZED GAIN (LOSS) ON INVESTMENTS:
  Beginning of Period.....................................        45,115           9,366                 0                  0
  End of Period...........................................       109,949          51,576            33,720              4,516
                                                              ----------        --------          --------           --------
NET UNREALIZED GAIN (LOSS)................................        64,834          42,210            33,720              4,516
                                                              ----------        --------          --------           --------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS......    $  115,604        $ 76,922          $ 48,795           $  3,265
                                                              ==========        ========          ========           ========
</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 3
 
STATEMENTS OF CHANGES IN NET ASSETS
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                            CLASS 3 SUB-ACCOUNTS INVESTING IN:
                                                         ------------------------------------------------------------------------
                                                                                                                                 
                                                                                                              NBAMT              
                                                                       TOTAL                                 PARTNERS            
                                                         ---------------------------------       --------------------------------
                                                          YEAR ENDED          YEAR ENDED          YEAR ENDED         MAY 25* THRU
                                                         DEC. 31, 1996       DEC. 31, 1995       DEC. 31, 1996      DEC. 31, 1995
                                                         -------------       -------------       -------------      -------------
<S>                                                      <C>                 <C>                 <C>                 <C>
INCREASE IN NET ASSETS:
OPERATIONS:
  Net Investment Income (Loss).........................   $    72,333         $    (9,372)         $  (13,595)         $ (1,051)
  Net Realized Gain (Loss).............................     1,856,695              97,028              39,182             4,920
  Net Unrealized Gain (Loss) On Investments............     4,303,444             574,335             290,269            15,762
                                                          -----------         -----------          ----------          --------
  Net Increase (Decrease) In Net Assets Resulting from
    Operations.........................................     6,232,472             661,991             315,856            19,631
                                                          -----------         -----------          ----------          --------
CAPITAL SHARE TRANSACTIONS:
  Transfers of Annuity Fund Deposits...................    51,866,099          26,406,324             950,959           302,899
  Net Transfers Between Sub-accounts...................     1,805,681             550,186           7,814,761            98,261
  Surrenders...........................................    (2,444,810)            (59,339)                824               373
                                                          -----------         -----------          ----------          --------
  Net Increase In Net Assets Resulting From Capital
    Share Transactions.................................    51,226,970          26,897,171           8,766,544           401,533
                                                          -----------         -----------          ----------          --------
TOTAL INCREASE IN NET ASSETS...........................    57,459,442          27,559,162           9,082,400           421,164
NET ASSETS:
  Beginning of Period..................................    27,559,162                   0             421,164                 0
                                                          -----------         -----------          ----------          --------
  End of Period........................................   $85,018,604         $27,559,162          $9,503,564          $421,164
                                                          ===========         ===========          ==========          ========
</TABLE>
 
- --------------------------------------------------------------------------------
 
See Notes to Financial Statements.
 
* Date Operations Commenced.
 
                                       10

<PAGE>
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                           CLASS 3 SUB-ACCOUNTS INVESTING IN:
- -------------------------------------------------------------------------------------------------------
              AAF-SMALL                            AAF                             AAF-MIDCAP
           CAPITALIZATION                         GROWTH                             GROWTH                 
   ------------------------------     ------------------------------     ------------------------------    
    YEAR ENDED       MAY 17* THRU       YEAR ENDED      MAY 17* THRU        YEAR ENDED     MAY 24* 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>             
     $  (29,710)      $   (3,635)       $  (29,103)      $   (7,151)       $  (15,940)       $ (1,627)     
         (3,508)           7,192           127,342           14,322            48,690           3,596      
         79,294          (45,284)          246,493           (5,934)           97,525          (2,063)     
     ----------       ----------        ----------       ----------        ----------        --------      

         46,076          (41,727)          344,732            1,237           130,275             (94)     
     ----------       ----------        ----------       ----------        ----------        --------      

      1,982,231        1,098,502         1,459,334        2,100,319         1,106,959         587,809      
        662,192          280,051           328,812          167,200           162,167          74,235      
        (54,382)          (2,702)         (112,097)         (22,947)          (16,605)         (7,297)     
     ----------       ----------        ----------       ----------        ----------        --------      

      2,590,141        1,375,851         1,676,049        2,244,572         1,252,521         654,747      
     ----------       ----------        ----------       ----------        ----------        --------      
      2,636,217        1,334,124         2,020,781        2,245,809         1,382,796         654,653      

      1,334,124                0         2,245,809                0           654,653               0      
     ----------       ----------        ----------       ----------        ----------        --------      
     $3,970,341       $1,334,124        $4,266,590       $2,245,809        $2,037,449        $654,653      
     ==========       ==========        ==========       ==========        ==========        ========      
 
<CAPTION>

           AST - PUTNAM
           INTERNATIONAL
              EQUITY
- --------------------------------
 YEAR ENDED         MAY 25* THRU
DEC. 31, 1996       DEC. 31, 1995
- -------------       -------------
<S><C>                <C>
   $   (2,324)        $ (1,461)
       28,674              826
       68,222           22,133
   ----------         --------

       94,572           21,498
   ----------         --------

    1,002,419          335,177
      249,300          204,474
      (69,553)             620
   ----------         --------

    1,182,166          540,271
   ----------         --------
    1,276,738          561,769

      561,769                0
   ----------         --------
   $1,838,507         $561,769
   ==========         ========
</TABLE>
 
- --------------------------------------------------------------------------------
 
                                       11

<PAGE>
 
AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
VARIABLE ACCOUNT B -- CLASS 3
 
STATEMENTS OF CHANGES IN NET ASSETS (CONT'D)
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                             CLASS 3 SUB-ACCOUNTS INVESTING IN:
                                                           ----------------------------------------------------------------------
                                                                                                                AST
                                                                    AST - FOUNDERS                          LORD ABBETT
                                                                       PASSPORT                          GROWTH AND INCOME
                                                           --------------------------------       -------------------------------
                                                            YEAR ENDED         MAY 25* THRU         YEAR ENDED       JUN. 8* THRU
                                                           DEC. 31, 1996       DEC. 31, 1995      DEC. 31, 1996     DEC. 31, 1995
                                                           -------------       -------------      -------------     -------------
<S>                                                        <C>                 <C>                <C>               <C>
INCREASE IN NET ASSETS:
OPERATIONS:
  Net Investment Income (Loss)...........................    $   (7,711)         $   (731)          $   (4,428)       $   (4,331)
  Net Realized Gain (Loss)...............................         4,373               161              251,828             2,269
  Net Unrealized Gain (Loss) On Investments..............        64,254             4,693              320,579            82,489
                                                             ----------          --------           ----------        ----------
  Net Increase (Decrease) In Net Assets Resulting from
    Operations...........................................        60,916             4,123              567,979            80,427
                                                             ----------          --------           ----------        ----------
CAPITAL SHARE TRANSACTIONS:
  Transfers of Annuity Fund Deposits.....................       613,983           367,112            1,906,277           468,299
  Net Transfers Between Sub-accounts.....................       289,273            55,435              862,301         1,368,348
  Surrenders.............................................       (15,830)              (55)             (35,214)           18,197
                                                             ----------          --------           ----------        ----------
  Net Increase In Net Assets Resulting From Capital Share
    Transactions.........................................       887,426           422,492            2,733,364         1,854,844
                                                             ----------          --------           ----------        ----------
TOTAL INCREASE IN NET ASSETS.............................       948,342           426,615            3,301,343         1,935,271
NET ASSETS:
  Beginning of Period....................................       426,615                 0            1,935,271                 0
                                                             ----------          --------           ----------        ----------
  End of Period..........................................    $1,374,957          $426,615           $5,236,614        $1,935,271
                                                             ==========          ========           ==========        ==========
</TABLE>
 
- --------------------------------------------------------------------------------
 
See Notes to Financial Statements.
 
* Date Operations Commenced.
 
                                       12

<PAGE>
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                            CLASS 3 SUB-ACCOUNTS INVESTING IN:
- --------------------------------------------------------------------------------------------------------------------------
                AST                                AST                          AST - FEDERATED
           JANCAP GROWTH                       MONEY MARKET                      UTILITY INCOME
   ------------------------------     ------------------------------     -------------------------------
    YEAR ENDED       MAY 19* THRU       YEAR ENDED      MAY 19* THRU        YEAR ENDED       JUN. 20* 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>             
    $   (30,310)       $ (2,099)      $    185,714      $    56,132        $   2,833          $  (269)     
        389,975           4,404              1,028                0            5,780               68      
        415,113          17,857                  0                0           13,260            7,392      
    -----------        --------       ------------      -----------        ---------       ----------      

        774,778          20,162            186,742           56,132           21,873            7,191      
    -----------        --------       ------------      -----------        ---------       ----------      

      2,016,600         620,832         21,208,184       13,797,192           79,717           73,502      
        398,902         219,658        (19,274,283)      (8,045,900)          50,032           16,244      
        (16,267)           (901)        (1,531,410)         (48,717)          (1,435)             (36)     
    -----------        --------       ------------      -----------        ---------       ----------      

      2,399,235         839,589            402,491        5,702,575          128,314           89,710      
    -----------        --------       ------------      -----------        ---------       ----------      
      3,174,013         859,751            589,233        5,758,707          150,187           96,901      

        859,751               0          5,758,707                0           96,901                0      
    -----------        --------       ------------      -----------        ---------       ----------      
    $ 4,033,764        $859,751       $  6,347,940      $ 5,758,707        $ 247,088          $96,901      
    ===========        ========       ============      ===========        =========       ==========      
 
<CAPTION>
           AST - FEDERATED
             HIGH YIELD
  ---------------------------------
   YEAR ENDED         JUN. 13* THRU
  DEC. 31, 1996       DEC. 31, 1995
  -------------       -------------
  <C>                  <C>
   $   127,873         $    (4,877)
        64,549               2,129
       238,920              72,266
   -----------         -----------

       431,342              69,518
   -----------         -----------

     1,102,285             275,751
       738,522           2,014,925
          (197)              7,160
   -----------         -----------

     1,840,610           2,297,836
   -----------         -----------
     2,271,952           2,367,354

     2,367,354                   0
   -----------         -----------
   $ 4,639,306         $ 2,367,354
   ===========         ===========
</TABLE>
 
- --------------------------------------------------------------------------------
 
                                       13

<PAGE>
 
AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
VARIABLE ACCOUNT B -- CLASS 3
 
STATEMENTS OF CHANGES IN NET ASSETS (CONT'D)
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                           CLASS 3 SUB-ACCOUNTS INVESTING IN:
                                                        -------------------------------------------------------------------------
                                                                                                          AST - T. ROWE
                                                                  AST - PUTNAM                             PRICE ASSET
                                                                    BALANCED                               ALLOCATION
                                                        ---------------------------------       ---------------------------------
                                                         YEAR ENDED         JUN. 2* THRU         YEAR ENDED         JUN. 13* THRU
                                                        DEC. 31, 1996       DEC. 31, 1995       DEC. 31, 1996       DEC. 31, 1995
                                                        -------------       -------------       -------------       -------------
<S>                                                     <C>                 <C>                 <C>                 <C>
INCREASE IN NET ASSETS:
OPERATIONS:
  Net Investment Income (Loss)........................    $   2,672           $    (784)         $    (1,176)         $    (654)
  Net Realized Gain (Loss)............................       31,829                 919                9,015                379
  Net Unrealized Gain (Loss) On Investments...........       21,598              18,694               92,496              9,623
                                                          ---------           ---------          -----------          ---------
  Net Increase (Decrease) In Net Assets Resulting From
    Operations........................................       56,099              18,829              100,335              9,348
                                                          ---------           ---------          -----------          ---------
CAPITAL SHARE TRANSACTIONS:
  Transfers of Annuity Fund Deposits..................      153,332             303,175              764,560            191,553
  Net Transfers Between Sub-accounts..................       90,440              38,588                7,326             47,655
  Surrenders..........................................      (95,858)            (11,283)              (8,420)              (142)
                                                          ---------           ---------          -----------          ---------
  Net Increase In Net Assets Resulting From Capital
    Share Transactions................................      147,914             330,480              763,466            239,066
                                                          ---------           ---------          -----------          ---------
TOTAL INCREASE IN NET ASSETS..........................      204,013             349,309              863,801            248,414
NET ASSETS:
  Beginning of Period.................................      349,309                   0              248,414                  0
                                                          ---------           ---------          -----------          ---------
  End of Period.......................................    $ 553,322           $ 349,309          $ 1,112,215          $ 248,414
                                                          =========           =========          ===========          =========
</TABLE>
 
- --------------------------------------------------------------------------------
 
See Notes to Financial Statements.
 
* Date Operations Commenced.
 
                                       14

<PAGE>
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                            CLASS 3 SUB-ACCOUNTS INVESTING IN:
- ---------------------------------------------------------------------------------------------------------------------------
                                                                                                            
                                                                                                            
            AST - T. ROWE                      AST - T. ROWE                       AST - T. ROWE
         PRICE INTERNATIONAL                PRICE INTERNATIONAL                    PRICE NATURAL
               EQUITY                               BOND                             RESOURCES
   -------------------------------     ------------------------------      -------------------------------
    YEAR ENDED       MAY 30* THRU       YEAR ENDED       MAY 16* THRU       YEAR ENDED      JUN. 21* 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>             
    $   (40,987)      $    (6,138)       $    (485)        $   (611)        $  (2,508)         $  (188)     
        442,300             6,223           11,459               77            10,312                4      
        536,007            75,100           19,583            6,255            49,371            3,548      
    -----------       -----------        ---------         --------         ---------         --------      

        937,320            75,185           30,557            5,721            57,175            3,364      
    -----------       -----------        ---------         --------         ---------         --------      

      4,319,005           798,237          393,026          181,092           147,092           38,399      
      1,448,029         1,964,129          (12,713)          73,460           275,137           20,943      
        (74,304)             (936)         (37,652)               0           (32,714)              11      
    -----------       -----------        ---------         --------         ---------         --------      

      5,692,730         2,761,430          342,661          254,552           389,515           59,353      
    -----------       -----------        ---------         --------         ---------         --------      
      6,630,050         2,836,615          373,218          260,273           446,690           62,717      

      2,836,615                 0          260,273                0            62,717                0      
    -----------       -----------        ---------         --------         ---------         --------      
    $ 9,466,665       $ 2,836,615        $ 633,491         $260,273         $ 509,407          $62,717      
    ===========       ===========        =========         ========         =========         ========      
 
<CAPTION>
     
            AST - FOUNDERS
               CAPITAL
             APPRECIATION
  ------------------------------------
   YEAR ENDED            MAY 16* THRU
  DEC. 31, 1996         DEC. 31, 1995
  -------------         -------------
  <C>                  <C>    
   $   (42,576)           $   (5,707)
       112,207                 2,970
       926,780                68,061
   -----------            ----------

       996,411                65,324
   -----------            ----------

     3,247,466               741,715
     5,850,291             1,652,865
       (92,219)               16,861
   -----------            ----------

     9,005,538             2,411,441
   -----------            ----------
    10,001,949             2,476,765

     2,476,765                     0
   -----------            ----------
   $12,478,714            $2,476,765
   ===========            ==========
</TABLE>
 
- --------------------------------------------------------------------------------
 
                                       15

<PAGE>
 
AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
VARIABLE ACCOUNT B -- CLASS 3
 
STATEMENTS OF CHANGES IN NET ASSETS (CONT'D)
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                           CLASS 3 SUB-ACCOUNTS INVESTING IN:
                                                         -----------------------------------------------------------------------
                                                                  AST - INVESCO                           AST - PIMCO
                                                                  EQUITY INCOME                        TOTAL RETURN BOND
                                                         --------------------------------       --------------------------------
                                                          YEAR ENDED         MAY 22* THRU         YEAR ENDED        MAY 17* THRU
                                                         DEC. 31, 1996      DEC. 31, 1995       DEC. 31, 1996      DEC. 31, 1995
                                                         -------------      -------------       -------------      -------------
<S>                                                      <C>                 <C>                <C>                 <C>
INCREASE IN NET ASSETS:
OPERATIONS:
  Net Investment Income (Loss).........................   $    (6,120)        $   (5,128)        $    11,467         $   (3,705)
  Net Realized Gain (Loss).............................       100,680              4,548              50,421              6,060
  Net Unrealized Gain (Loss) On Investments............       650,969            119,517              27,431             49,745
                                                          -----------         ----------         -----------         ----------
  Net Increase (Decrease) In Net Assets Resulting From
    Operations.........................................       745,529            118,937              89,319             52,100
                                                          -----------         ----------         -----------         ----------
CAPITAL SHARE TRANSACTIONS:
  Transfers of Annuity Fund Deposits...................     5,063,947          1,345,090           1,111,471          1,132,056
  Net Transfers Between Sub-accounts...................     1,349,074            366,022             302,807           (154,597)
  Surrenders...........................................      (218,655)            (8,409)            (21,390)              (524)
                                                          -----------         ----------         -----------         ----------
  Net Increase In Net Assets Resulting From Capital
    Share Transactions.................................     6,194,366          1,702,703           1,392,888            976,935
                                                          -----------         ----------         -----------         ----------
TOTAL INCREASE IN NET ASSETS...........................     6,939,895          1,821,640           1,482,207          1,029,035
NET ASSETS:
  Beginning of Period..................................     1,821,640                  0           1,029,035                  0
                                                          -----------         ----------         -----------         ----------
  End of Period........................................   $ 8,761,535         $1,821,640         $ 2,511,242         $1,029,035
                                                          ===========         ==========         ===========         ==========
</TABLE>
 
- --------------------------------------------------------------------------------
 
See Notes to Financial Statements.
 
* Date Operations Commenced.
 
                                       16

<PAGE>
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                      CLASS 3 SUB-ACCOUNTS INVESTING IN:
- ---------------------------------------------------------------------------------------------------------------
                                                                                 AST               MONTGOMERY
             AST - PIMCO                        AST - BERGER              ROBERTSON STEPHENS        EMERGING
        LIMITED MATURITY BOND                  CAPITAL GROWTH               VALUE + GROWTH          MARKETS
    ------------------------------     ------------------------------     ------------------     --------------
     YEAR ENDED       MAY 22* THRU       YEAR ENDED      MAY 17* THRU        MAY 29* THRU        JUNE 29* THRU
    DEC. 31, 1996    DEC. 31, 1995     DEC. 31, 1996    DEC. 31, 1995       DEC. 31, 1996        DEC. 31, 1996
    -------------    -------------     -------------    -------------     ------------------     --------------
<S> <C>               <C>              <C>               <C>              <C>                    <C>
      $  (22,471)      $  (14,542)       $   (6,384)       $   (815)           $ (2,009)            $   (389)
          73,241           32,125            41,096           3,836              17,084                 (862)
          64,834           45,115            42,210           9,366              33,720                4,516
      ----------       ----------        ----------        --------            --------             --------
         115,604           62,698            76,922          12,387              48,795                3,265
      ----------       ----------        ----------        --------            --------             --------
       1,998,368        1,489,817         1,047,909         157,796             132,304               58,571
          15,634           16,926          (339,605)         71,264             216,768              320,514
          (6,726)             100            (4,894)          1,288                (110)                 298
      ----------       ----------        ----------        --------            --------             --------
       2,007,276        1,506,843           703,410         230,348             348,962              379,383
      ----------       ----------        ----------        --------            --------             --------
       2,122,880        1,569,541           780,332         242,735             397,757              382,648
       1,569,541                0           242,735               0                   0                    0
      ----------       ----------        ----------        --------            --------             --------
      $3,692,421       $1,569,541        $1,023,067        $242,735            $397,757             $382,648
      ==========       ==========        ==========        ========            ========             ========
</TABLE>
 
- --------------------------------------------------------------------------------
 
                                       17

<PAGE>
 
AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
VARIABLE ACCOUNT B -- CLASS 3
 
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
 
1.  ORGANIZATION
 
American Skandia Life Assurance Corporation Variable Account B -- Class 3 (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 May 1, 1995.
 
As of December 31, 1996 the Account consisted of twenty-seven sub-accounts.
These financial statements report on twenty-three sub-accounts offered in the
Axiom Variable Annuity. Each of the twenty-three sub-accounts 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, J. P. Morgan Investment Management Incorporated,
Federated Investment Counseling, 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 and Company 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 3 sub-accounts commenced operations on May 1, 1996: the
Robertson Stephens Value + Growth and the Montgomery Emerging Markets.
 
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.
 
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.
 
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.
 
                                       18

<PAGE>
 
AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
VARIABLE ACCOUNT B -- CLASS 3
 
NOTES TO FINANCIAL STATEMENTS (CONT'D)
- --------------------------------------------------------------------------------
 
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 0.85% of the net assets.
 
     Administrative Fees -- Charged daily against the Account at an annual rate
     of .15% of the net assets. A maintenance fee equaling the smaller of $35 or
     2% of the current Account Value is deducted at the end of each contract
     year and on surrender.
 
     Transfer Fees -- Charged at a rate of $10 for each transfer after the
     fourth in each annuity year.
 
     Contingent Deferred Sales Charges are computed as set forth in the Axiom
     Variable Annuity. These charges may be imposed on the full, or partial
     surrender of certain contracts. There is no contingent deferred sales
     charge if all premiums were received at least six complete years prior to
     the date of the full or partial surrender.
 
                                       19

<PAGE>
 
AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
VARIABLE ACCOUNT B -- CLASS 3
 

NOTES TO FINANCIAL STATEMENTS (CONT'D)
- --------------------------------------------------------------------------------
 
5.  CHANGES IN THE UNITS OUTSTANDING
 
<TABLE>
<CAPTION>
                                                   ----------------------------------------------------------------
                                                                  CLASS 3 SUB-ACCOUNTS INVESTING IN:
                                                   ----------------------------------------------------------------
                                                               NBAMT                           AAF - SMALL
                                                             PARTNERS                        CAPITALIZATION
                                                   -----------------------------      -----------------------------
                                                   PERIOD ENDED   MAY 25* THRU        PERIOD ENDED   MAY 17* THRU
                                                   DEC. 31, 1996  DEC. 31, 1995       DEC. 31, 1996  DEC. 31, 1995
                                                   ------------- ---------------      ------------- ---------------
<S>                                                <C>           <C>                  <C>           <C>
Units Outstanding Beginning of the Period.........     34,867               0            104,247               0
Units Purchased...................................     67,141          26,056            145,557          83,398
Units Transferred Between Sub-accounts............    511,577           8,811             52,573          21,082
Units Surrendered.................................       (190)              0             (1,561)           (233)   
                                                      -------         -------            -------         -------
Units Outstanding End of the Period...............    613,395          34,867            300,816         104,247
                                                      =======         =======            =======         =======
</TABLE>
 
<TABLE>
<CAPTION>
                                                   ----------------------------------------------------------------
                                                                  CLASS 3 SUB-ACCOUNTS INVESTING IN:
                                                   ----------------------------------------------------------------
                                                          AST - FOUNDERS                    AST - LORD ABBETT
                                                             PASSPORT                        GROWTH & INCOME
                                                   -----------------------------      -----------------------------
                                                   PERIOD ENDED   MAY 25* THRU        PERIOD ENDED   JUN. 8* THRU
                                                   DEC. 31, 1996  DEC. 31, 1995       DEC. 31, 1996  DEC. 31, 1995
                                                   ------------- ---------------      ------------- ---------------
<S>                                                <C>           <C>                  <C>                <C>
Units Outstanding Beginning of the Period.........     41,575               0            168,290                0
Units Purchased...................................     53,629          36,504            137,588           43,269
Units Transferred Between Sub-accounts............     26,230           5,078             84,923          125,110
Units Surrendered.................................     (1,556)             (7)            (2,792)             (89)  
                                                      -------         -------            -------          -------
Units Outstanding End of the Period...............    119,878          41,575            388,009          168,290
                                                      =======         =======            =======          =======
</TABLE>
 
<TABLE>
<CAPTION>
                                                   -----------------------------------------------------------------
                                                                  CLASS 3 SUB-ACCOUNTS INVESTING IN:
                                                   -----------------------------------------------------------------
                                                          AST - FEDERATED                      AST - PUTNAM
                                                             HIGH YIELD                       BALANCED ASSET
                                                   ------------------------------      -----------------------------
                                                    PERIOD ENDED   JUN. 13* THRU       PERIOD ENDED   JUN. 2* THRU
                                                   DEC. 31, 1996   DEC. 31, 1995       DEC. 31, 1996  DEC. 31, 1995
                                                   -------------- ---------------      ------------- ---------------
<S>                                                <C>            <C>                  <C>           <C>
Units Outstanding Beginning of the Period.........     216,497               0             30,506               0
Units Purchased...................................      97,578          25,899             12,414          28,098
Units Transferred Between Sub-accounts............      63,561         190,608              8,742           3,442
Units Surrendered.................................        (300)            (10)            (7,775)         (1,034)   
                                                       -------         -------            -------         -------
Units Outstanding End of the Period...............     377,336         216,497             43,887          30,506
                                                       =======         =======            =======         =======
</TABLE>
 
- --------------------------------------------------------------------------------
 
* Date Operations Commenced.
 
                                       20

<PAGE>
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------
                                    CLASS 3 SUB-ACCOUNTS INVESTING IN:
- -----------------------------------------------------------------------------------------------------------
                                                      AAF                            AST - PUTNAM
             AAF - GROWTH                        MIDCAP GROWTH                   INTERNATIONAL EQUITY
    -------------------------------     -------------------------------     -------------------------------
    PERIOD ENDED      MAY 17* THRU      PERIOD ENDED      MAY 24* THRU      PERIOD ENDED      MAY 25* 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>
       185,142                 0            50,878                 0            51,519                 0
        77,725           173,071            77,812            45,727            86,129            32,142
        58,812            13,785            15,351             5,681            23,778            19,377
        (8,217)           (1,714)           (1,091)             (530)           (6,088)                0
       -------           -------            ------            ------           -------            ------
       313,462           185,142           142,950            50,878           155,338            51,519
       =======           =======           =======            ======           =======            ======
</TABLE>
 
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------
                                    CLASS 3 SUB-ACCOUNTS INVESTING IN:
- -----------------------------------------------------------------------------------------------------------
                  AST                                 AST                           AST - FEDERATED
             JANCAP GROWTH                       MONEY MARKET                       UTILITY INCOME
    -------------------------------     -------------------------------     -------------------------------
    PERIOD ENDED      MAY 19* THRU      PERIOD ENDED      MAY 19* THRU      PERIOD ENDED      JUN. 20* 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>
        68,509                 0             559,358                0            8,260                0
       140,682            50,863           2,008,829        1,356,883            6,736            6,841
        45,185            17,758          (1,957,552)        (794,083)           4,117            1,426
        (1,409)             (112)            (17,639)          (3,442)             (96)              (7)
       -------            ------          ----------        ---------           ------            -----
       252,967            68,509             592,996          559,358           19,077            8,260
       =======            ======          ==========        =========           ======            =====
</TABLE>
 
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------
                                    CLASS 3 SUB-ACCOUNTS INVESTING IN:
- -----------------------------------------------------------------------------------------------------------
          AST - T. ROWE PRICE                    AST - T. ROWE                       AST - T. ROWE
           ASSET ALLOCATION                   PRICE INTL. EQUITY                   PRICE INTL. BOND
    -------------------------------     -------------------------------     -------------------------------
    PERIOD ENDED      JUN. 13* THRU     PERIOD ENDED      MAY 30* THRU      PERIOD ENDED      MAY 16* 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>
        22,113                 0           265,448                 0            24,422                 0
        26,133            17,865           374,130            76,823            36,450            17,411
        40,827             4,259           151,056           188,642              (653)            7,012
          (675)              (11)           (6,769)              (17)           (3,562)               (1)
        ------            ------           -------           -------            ------            ------
        88,398            22,113           783,865           265,448            56,657            24,422
        ======            ======           =======           =======            ======            ======
</TABLE>
 
- --------------------------------------------------------------------------------
 
                                       21

<PAGE>
 
AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
VARIABLE ACCOUNT B -- CLASS 3
 
NOTES TO FINANCIAL STATEMENTS (CONCLUDED)
- --------------------------------------------------------------------------------
 
5.  CHANGES IN THE UNITS OUTSTANDING
 
<TABLE>
<CAPTION>
                                              ------------------------------------------------------------------------
                                                                 CLASS 3 SUB-ACCOUNTS INVESTING IN:
                                              ------------------------------------------------------------------------
                                                  AST - T. ROWE PRICE                     AST - FOUNDERS
                                                   NATURAL RESOURCES                     CAP. APPRECIATION
                                              ----------------------------   -----------------------------------------
                                              PERIOD ENDED  JUN. 21* THRU        PERIOD ENDED           MAY 16* THRU
                                              DEC. 31, 1996 DEC. 31, 1995        DEC. 31, 1996         DEC. 31, 1995
                                              ------------- --------------   ---------------------    ----------------
<S>                                           <C>           <C>              <C>                      <C>
Units Outstanding Beginning of the Period....      5,683             0              203,315                      0
Units Purchased..............................     10,864         3,711              238,456                 63,628
Units Transferred Between Sub-accounts.......     21,492         1,972              427,681                140,067
Units Surrendered............................     (2,375)            0               (7,453)                  (380)
                                                 -------        ------              -------                -------
Units Outstanding End of the Period..........     35,664         5,683              861,999                203,315
                                                 =======        ======              =======                =======
</TABLE>
 
<TABLE>
<CAPTION>
                                             ------------------------------------------------------------------------
                                                                CLASS 3 SUB-ACCOUNTS INVESTING IN:
                                             ------------------------------------------------------------------------
                                                     AST - BERGER              AST - ROBERTSON          MONTGOMERY
                                                    CAPITAL GROWTH          STEPH. VALUE + GROWTH    EMERGING MARKETS
                                             ----------------------------   ---------------------    ----------------
                                             PERIOD ENDED   MAY 17* THRU        MAY 29* THRU          JUNE 29* THRU
                                             DEC. 31, 1996 DEC. 31, 1995        DEC. 31, 1996         DEC. 31, 1996
                                             ------------- --------------   ---------------------    ----------------
<S>                                          <C>           <C>              <C>                      <C>
Units Outstanding Beginning of the Period....     20,219             0                   0                     0
Units Purchased..............................     78,131        14,070              12,590                 5,777
Units Transferred Between Sub-accounts.......    (23,955)        6,151              23,852                31,450
Units Surrendered............................       (399)           (2)                 (5)                    0
                                                 -------       -------             -------               -------
Units Outstanding End of the Period..........     73,996        20,219              36,437                37,227
                                                 =======       =======             =======               =======
</TABLE>
 
- --------------------------------------------------------------------------------
 
* Date Operations Commenced.
 
                                       22

<PAGE>
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------
                                    CLASS 3 SUB-ACCOUNTS INVESTING IN:
- -----------------------------------------------------------------------------------------------------------
             AST - INVESCO                     AST - PIMCO TOTAL                   AST - PIMCO LTD.
             EQUITY INCOME                        RETURN BOND                        MATURITY BOND
    -------------------------------     -------------------------------     -------------------------------
    PERIOD ENDED      MAY 22* THRU      PERIOD ENDED      MAY 17* THRU      PERIOD ENDED      MAY 22* 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>
       155,507                 0            92,538                 0           150,910                 0
       399,764           122,816            92,307           107,323           191,990           146,802
       106,839            33,440            37,204           (14,776)            3,085             4,114
       (16,814)             (749)           (1,466)               (9)             (797)               (6)
       -------           -------           -------           -------           -------           -------
       645,296           155,507           220,583            92,538           345,188           150,910
       =======           =======           =======           =======           =======           =======
</TABLE>
 
- --------------------------------------------------------------------------------
 
                                       23










                                     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 to 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 of  Registration
                           Statement No. 33-44436, filed April 20, 1993).

   
         (4)      Copy of the  form  of the  Annuity  previously  filed  in  Post-effective  Amendment  No.  1 to this  Registration
                  Statement, filed April 20, 1995.
                  (i) filed via EDGAR with Post-effective  Amendment No. 2 to this Registration Statement No. 33-86866,  filed April
                      29, 1996.
    

         (5)      A copy of the  application  form used with the Annuity  (previously  filed in  Post-Effective  Amendment  No. 9 to
                  Registration Statement No. 33-44436, filed February 17, 1995).

         (6)      (a)      Copy of the  certificate of  incorporation  of American  Skandia Life Assurance  Corporation  (previously
                           filed to 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)      Annuity Reinsurance Agreements between Depositor and:

                  (a)      Transamerica  Occidental  Life Assurance  Company  effective May 1, 1995  (previously  filed via EDGAR in
                           Post-Effective Amendment No. 3 to Registration Statement No. 33-87010, filed April 25, 1996).

                  (b)      Connecticut  General Life Insurance  Company  effective  January 1, 1995  (previously  filed via EDGAR in
                           Post-Effective Amendment No. 3 to Registration Statement No. 33-87010, filed April 25, 1996).

         (8)      Agreements between Depositor and:

   
                  (a)      Neuberger & Berman Advisers Management Trust (previously filed as an exhibit to Post-Effective  Amendment
                           No. 5 to  Registration  Statement  No.  33-19393,  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  as  an  exhibit  to  Post-Effective  Amendment  No.  5 to
                           Registration Statement No. 33-19363, filed February 28, 1990).

   
                  (c)      Agreements  between Depositor and 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

                  (d)      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 the  Initial
                  Registration Statement of this Registration Statement, filed November 29, 1994).
                  (i) filed via EDGAR with Post-effective  Amendment No. 2 to this Registration Statement No. 33-86866,  filed April
                     29, 1996.

         (14)     Financial Data Schedules.
    
</TABLE>

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

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

   
         (1)      American   Skandia   Information   Services   and   Technology
                  Corporation ("ASIST"):  The organization is a general business
                  corporation  organized in the State of  Delaware.  Its primary
                  purpose is to provide  various  types of business  services to
                  American Skandia 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 680
owners of Annuities.
    

Item 28.  Indemnification:  Under  Section  33-320a of the  Connecticut  General
Statutes,  the Depositor must indemnify a director or officer against judgments,
fines,  penalties,  amounts paid in settlement and reasonable expenses including
attorneys'  fees, for actions brought or threatened to be brought against him in
his  capacity  as a  director  or officer  when  certain  disinterested  parties
determine that he acted in good faith and in a manner he reasonably  believed to
be in the best interests of the Depositor. In any criminal action or proceeding,
it also must be determined that the director or officer had no reason to believe
his conduct was unlawful.  The director or officer must also be indemnified when
he  is  successful  on  the  merits  in  the  defense  of  a  proceeding  or  in
circumstances where a court determines that he is fairly and reasonable 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  Registrants'
securities,  the director or officer may obtain  indemnification only if a court
determines that, in view of all the  circumstances,  he is fairly and reasonably
entitled  to be  indemnified  and  then  for  such  amount  as the  court  shall
determine.  The By-Laws of American Skandia Life Assurance Corporation ("ASLAC")
also provide directors and officers with rights of  indemnification,  consistent
with Connecticut Law.

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

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

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

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

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                                             Position 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 3 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. 9    Consent of Werner & Kennedy

                  No. 10   Consent of Deloitte & Touche LLP

                  No. 14   Financial Data Schedules





(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. 3 to Form N-4 filed by American Skandia
                Life Assurance Corporation, Depositor, and American Skandia Life
                Assurance Corporation Variable Account B (Class 3 Sub-Accounts),
                                                                      Registrant
                                                      Registration No.: 33-86866
                                                Investment Company No.: 811-8884


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  3  Sub-Accounts)   ("American   Skandia   Variable  Account  B  Class  3
Sub-Accounts) as Registrant,  under the Securities Act of 1933, as amended,  and
the  Investment  Company Act of 1940,  as amended,  Registration  Statement  No.
33-86866, Investment Company Act No. 811-8884, (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  3
Sub-Accounts).  We  understand  that the  above  registration  is a  combination
registration with  Post-effective  Amendment No. 2 on Form S-2 filed by American
Skandia Life Assurance Corporation, Registrant, Registration No.: 33-91400.

         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 3 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. 3 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&K33-86866)








                                                                      Exhibit 10






INDEPENDENT AUDITORS' CONSENT

We consent to the use in this  Post-effective  Amendment  No. 3 to  Registration
Statement No. 33-86866 of American Skandia Life Assurance  Corporation  Variable
Account B (Class 3 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 3 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
headings  "Independent  Auditors"  appearing  in such  Statement  of  Additional
Information and "Selected Financial Data" appearing in such Prospectus.


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





<TABLE> <S> <C>
                                                                 
<ARTICLE>                 6
<LEGEND>                 FDS Sep. Acct. B Class 3 

</LEGEND>                                                              
<CIK>                    933426
<NAME>                  ASLAC SEPARATE ACCOUNT B CLASS 3- AXIOM
<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>               80,141,373
<INVESTMENTS-AT-VALUE>              85,019,155
<RECEIVABLES>                          108,782
<ASSETS-OTHER>                               0
<OTHER-ITEMS-ASSETS>                         0
<TOTAL-ASSETS>                      85,127,937
<PAYABLE-FOR-SECURITIES>               109,333
<SENIOR-LONG-TERM-DEBT>                      0
<OTHER-ITEMS-LIABILITIES>                    0
<TOTAL-LIABILITIES>                    109,333
<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>                        85,018,604
<DIVIDEND-INCOME>                      638,264
<INTEREST-INCOME>                            0
<OTHER-INCOME>                               0
<EXPENSES-NET>                        (565,930)
<NET-INVESTMENT-INCOME>                 72,333
<REALIZED-GAINS-CURRENT>             1,856,695
<APPREC-INCREASE-CURRENT>            4,303,444
<NET-CHANGE-FROM-OPS>                6,232,472
<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>              57,459,442
<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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