AMERICAN SKANDIA LIFE ASSUR CORP VAR ACCT B CLA 3 SUB ACCT
485APOS, 1999-03-01
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       Filed with the Securities and Exchange Commission on March 1, 1999
    

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
                         Post-effective Amendment No. 5
                                       and
         Registration Statement under The Investment Company Act of 1940
                                 Amendment No. 5
    

         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 , TEL. #: (203) 926-1888
       (Address of Depositor's Principal Executive Offices and Depositor's
                                Telephone Number

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

                                    Copy To:

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

                Approximate Date of Proposed Sale to the Public:
                    May 1, 1999 or as soon as  practicable  after the  effective
date of this Registration Statement.

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

================================================================================
        CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933

<TABLE>
<CAPTION>
<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 1998
will be filed within 90 days of the close of the fiscal year.
- --------------------------------------------------------------------------------
   
Registrant  hereby amends this  Registration  Statement on such date or dates as
may be necessary to delay its effective date until the  registrant  shall file a
further amendment which  specifically  states that this  Registration  Statement
shall  thereafter  become  effective  in  accordance  with  Section  8(a) of the
Securities  Act of  1933  or  until  the  Registration  Statement  shall  become
effective on such date as the Commission,  acting pursuant to said Section 8(a),
may determine.
    
- --------------------------------------------------------------------------------
ASImpact

axm 
                  CROSS REFERENCE SHEET PURSUANT TO RULE 495(a)
   
<TABLE>
<CAPTION>
<S>           <C>                                                      <C>        <C>                             <C>
              N-4 Item No.                                                                                        Prospectus Heading

1.            Cover Page                                                                                                  Cover Page

2.            Definitions                                                                                          Glossary of Terms

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

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

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

6.            Deductions                                                                        Investment Options, Fees and Charges

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

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

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

10.           Purchases and Contract Value                                                               Managing Your Account Value

11.           Redemptions                                                           Access to Account Value, Valuing Your Investment

12.           Taxes                                                                                               Tax Considerations

13.           Legal Proceedings                                                                                    Legal Proceedings

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


                                                                                                                         SAI Heading

15.           Cover Page                                                                         Statement of Additional Information

16.           Table of Contents                                                                                    Table of Contents

17.           General Information and History                                             General Information About American Skandia

18.           Services                                                                                          Independent Auditors

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

20.           Underwriters                                                                        Principal Underwriter/Distribution

                                                          (Continued)


                                         CROSS REFERENCE SHEET PURSUANT TO RULE 495(a)

              N-4 Item No.                                                                                              SAI Headings

21.           Calculation of Performance Data                                                     How Performance Data is Calculated

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

23.           Financial Statements                                                                                        Appendix A


                                                                                                                      Part C Heading

24.           Financial Statements and Exhibits                                                                 Financial Statements
                                                                                                                        and Exhibits

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

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

27.           Number of Contractowners                                                                      Number of Contractowners

28.           Indemnification                                                                                        Indemnification

29.           Principal Underwriters                                                                          Principal Underwriters

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

31.           Management Services                                                                                Management Services

32.           Undertakings                                                                                              Undertakings

</TABLE>
    

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


This Prospectus  describes a flexible  premium  deferred annuity (the "Annuity")
offered by American Skandia Life Assurance  Corporation  ("we",  "our" or "us").
The Annuity may be offered as an individual  annuity  contract or as an interest
in a group  annuity.  This  Prospectus  describes the important  features of the
Annuity and what you should consider before purchasing the Annuity. We have also
filed a Statement of Additional  Information  that is available from us, without
charge,  upon  your  request.  The  contents  of  the  Statement  of  Additional
Information  are  described  on page . The Annuity or certain of its  investment
options may not be  available  in all states.  Various  rights and  benefits may
differ between states to meet applicable laws and/or regulations.  Certain terms
are  capitalized  in this  prospectus.  Those  terms are  either  defined in the
Glossary of Terms or in the context of the particular section.

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

WHAT ARE SOME OF THE KEY FEATURES OF THE ANNUITY?

- -      The  Annuity  is a  "flexible  premium  deferred  annuity."  It is called
       "flexible  premium"  because  you have  considerable  flexibility  in the
       timing and  amount of  premium  payments.  Generally,  investors  "defer"
       receiving annuity payments until after an accumulation period.
- -      This Annuity offers both variable and fixed  investment  options.  If you
       allocate your Account Value to variable investment options,  the value of
       your Annuity will vary daily to reflect the investment performance of the
       underlying  investment  options.  Fixed  investment  options of different
       durations  are offered that are  guaranteed  by us, but may have a Market
       Value Adjustment.
- -      The Annuity  features two distinct phases - the  accumulation  period and
       the payout period.  During the accumulation  period your Account Value is
       allocated  to one or more  underlying  investment  options.  The variable
       investment  options,  each a Class 3 Sub-account of American Skandia Life
       Assurance  Corporation Variable Account B, invest in an underlying mutual
       fund portfolio.  Currently, portfolios of the following underlying mutual
       funds are being offered: American Skandia Trust, The Alger American Fund,
       Montgomery Variable Series, Life & Annuity Trust and Rydex Variable Trust
       [First Defined Portfolio Fund LLC and American Skandia Trust].
- -      During the payout period,  commonly called "annuitization," you can elect
       to  receive  fixed  annuity  payments  (1) for life;  (2) for life with a
       guaranteed  minimum number of payments;  (3) based on joint lives; or (4)
       for a guaranteed number of payments.
- -      The Annuity  provides an additional  1% credit on Purchase  Payments made
       within the first year and may provide certain additional benefits if your
       Account Value has not reached a Target Value on its 10th anniversary.
- -      This Annuity offers a basic Death Benefit and two Optional Death Benefits
       that provide an enhanced  level of protection  for your  beneficiary(ies)
       for an additional charge.
- -      You are allowed to withdraw a certain  amount of money from your  Annuity
       on an annual basis free of any charges.  Other product features allow you
       to access your Account Value as necessary, although a charge may apply.
- -      Transfers between  investment  options are tax-free.  You may make twelve
       transfers each year free of charge.  We also offer several  programs that
       enable  you to manage  your  Account  Value as your  financial  needs and
       investment performance change.
- -      The  Annuity may provide  additional  benefits  for Owners who make large
       Purchase Payments.

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

- --------------------------------------------------------------------------------
These  annuities are NOT deposits or  obligations  of, or issued,  guaranteed or
endorsed by, any bank, are NOT insured or guaranteed by the U.S. government, the
Federal Deposit Insurance  Corporation  (FDIC), the Federal Reserve Board or any
other agency.  An investment in this annuity involves certain  investment risks,
including possible loss of principal.
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION OR
ANY STATE  SECURITIES  COMMISSION  PASSED UPON THE  ACCURACY OR ADEQUACY OF THIS
PROSPECTUS.  ANY  REPRESENTATION TO THE CONTRARY IS A CRIMINAL  OFFENSE.  PLEASE
READ THIS PROSPECTUS AND THE CURRENT PROSPECTUS FOR THE UNDERLYING MUTUAL FUNDS.
KEEP THEM FOR FUTURE REFERENCE.
- --------------------------------------------------------------------------------
                  FOR FURTHER INFORMATION CALL 1-800-752-6342.
Prospectus Dated: May 1, 1999  
Statement of Additional Information Dated: May 1, 1999
ASI-PROS- (05/99)
[NIKE-PROS-(05/99)]


<PAGE>




HOW DO I PURCHASE THIS ANNUITY?
We sell the Annuity through licensed,  registered financial  professionals.  You
must complete an application  and submit a minimum initial  purchase  payment of
$10,000. We may allow you to make a lower initial purchase payment provided that
the purchase payments received in the first Annuity Year total at least $10,000.
There is no age  restriction to purchase the Annuity.  However,  the basic Death
Benefit provides greater protection for persons under age 70.



<PAGE>


<TABLE>
<CAPTION>
TABLE OF CONTENTS


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


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


EXPENSE EXAMPLES...................................................................................................................8


INVESTMENT OPTIONS................................................................................................................11

   WHAT ARE THE INVESTMENT OBJECTIVES, POLICIES AND EXPENSES OF THE PORTFOLIOS?...................................................11
   WHAT ARE THE FIXED INVESTMENT OPTIONS?.........................................................................................17

FEES AND CHARGES..................................................................................................................17

   WHAT ARE THE CONTRACT FEES AND CHARGES?........................................................................................17
   WHAT CHARGES APPLY SOLELY TO THE VARIABLE INVESTMENT OPTIONS?..................................................................18
   WHAT CHARGES APPLY TO THE FIXED ALLOCATIONS?...................................................................................18
   WHAT CHARGES APPLY IF I CHOOSE AN ANNUITY PAYOUT?..............................................................................19

PURCHASING YOUR ANNUITY...........................................................................................................19

   WHAT ARE OUR REQUIREMENTS FOR PURCHASING THE ANNUITY?..........................................................................19

MANAGING YOUR ANNUITY.............................................................................................................19

   MAY I CHANGE THE OWNER, ANNUITANT AND BENEFICIARY DESIGNATIONS?................................................................19
   MAY I RETURN THE ANNUITY IF I CHANGE MY MIND?..................................................................................19
   MAY I MAKE ADDITIONAL PURCHASE PAYMENTS?.......................................................................................20
   ADDITIONAL AMOUNTS ON QUALIFYING PURCHASE PAYMENTS.............................................................................20
   MAY I MAKE SCHEDULED PAYMENTS DIRECTLY FROM MY BANK ACCOUNT?...................................................................21
   MAY I MAKE PURCHASE PAYMENTS THROUGH A SALARY REDUCTION PROGRAM?...............................................................21

MANAGING YOUR ACCOUNT VALUE.......................................................................................................21

   HOW AND WHEN ARE PURCHASE PAYMENTS INVESTED?...................................................................................21
   ARE THERE RESTRICTIONS OR CHARGES ON TRANSFERS BETWEEN INVESTMENT OPTIONS?.....................................................21
   DO YOU OFFER DOLLAR COST AVERAGING?............................................................................................22
   DO YOU OFFER ANY AUTOMATIC REBALANCING PROGRAMS?...............................................................................22
   DO YOU OFFER A PROGRAM TO BALANCE FIXED AND VARIABLE INVESTMENTS?..............................................................22
   MAY I AUTHORIZE MY FINANCIAL REPRESENTATIVE TO MANAGE MY ACCOUNT?..............................................................23
   HOW DO THE FIXED INVESTMENT OPTIONS WORK?......................................................................................23
   HOW DO YOU DETERMINE RATES FOR FIXED ALLOCATIONS?..............................................................................23
   HOW DOES THE MARKET VALUE ADJUSTMENT WORK?.....................................................................................24
   WHAT HAPPENS WHEN MY GUARANTEE PERIOD MATURES?.................................................................................24
   ADDITIONAL AMOUNTS IN THE FIXED ALLOCATIONS....................................................................................25

AMERICAN SKANDIA'S INVESTORS EDGE [AS Impact only]................................................................................25


ACCESS TO ACCOUNT VALUE...........................................................................................................26

   WHAT TYPES OF DISTRIBUTIONS ARE AVAILABLE TO ME?...............................................................................26
   ARE THERE TAX IMPLICATIONS FOR DISTRIBUTIONS?..................................................................................27
   CAN I WITHDRAW A PORTION OF MY ANNUITY?........................................................................................27
   IS THERE A CHARGE FOR A PARTIAL WITHDRAWAL?....................................................................................27
   CAN I MAKE WITHDRAWALS FROM MY ANNUITY WITHOUT A CDSC?.........................................................................27
   HOW MUCH CAN I WITHDRAW AS A FREE WITHDRAWAL?..................................................................................27
   CAN I MAKE PERIODIC WITHDRAWALS FROM THE ANNUITY DURING THE ACCUMULATION PERIOD?...............................................28
   DO YOU OFFER A PROGRAM FOR WITHDRAWALS UNDER SECTION 72(T) OF THE INTERNAL REVENUE CODE?.......................................28
   WHAT ARE MINIMUM DISTRIBUTIONS AND WHEN WOULD I NEED TO MAKE THEM?.............................................................28
   CAN I SURRENDER MY ANNUITY FOR ITS VALUE?......................................................................................29
   WHAT IS A MEDICALLY-RELATED SURRENDER AND HOW DO I QUALIFY?....................................................................29
   WHAT TYPES OF ANNUITY PAYMENT OPTIONS ARE AVAILABLE UPON ANNUITIZATION?........................................................29
   HOW AND WHEN DO I CHOOSE THE ANNUITY PAYMENT OPTION?...........................................................................30
   HOW ARE ANNUITY PAYMENTS CALCULATED?...........................................................................................30

DEATH BENEFIT.....................................................................................................................30

   WHAT TRIGGERS THE PAYMENT OF A DEATH BENEFIT?..................................................................................30
   DEATH BENEFIT OPTIONS..........................................................................................................30

VALUING YOUR INVESTMENT...........................................................................................................33

   HOW IS MY ACCOUNT VALUE DETERMINED?............................................................................................33
   WHAT IS THE SURRENDER VALUE OF MY ANNUITY?.....................................................................................33
   HOW AND WHEN DO YOU VALUE THE SUB-ACCOUNTS?....................................................................................33
   HOW DO YOU VALUE FIXED ALLOCATIONS?............................................................................................34
   WHEN DO YOU PROCESS AND VALUE TRANSACTIONS?....................................................................................34

TAX CONSIDERATIONS................................................................................................................34

   WHAT ARE SOME OF THE FEDERAL TAX CONSIDERATIONS OF THIS ANNUITY?...............................................................34
   HOW IS AMERICAN SKANDIA AND THE SEPARATE ACCOUNT TAXED?........................................................................34
   IN GENERAL, HOW ARE ANNUITIES TAXED?...........................................................................................35
   HOW ARE DISTRIBUTIONS TAXED?...................................................................................................35
   WHAT TAX CONSIDERATIONS ARE THERE FOR TAX-QUALIFIED RETIREMENT PLANS OR QUALIFIED CONTRACTS?...................................36
   HOW ARE DISTRIBUTIONS FROM TAX-QUALIFIED RETIREMENT PLANS TAXED?...............................................................38
   GENERAL TAX CONSIDERATIONS.....................................................................................................38

GENERAL INFORMATION...............................................................................................................39

   HOW WILL I RECEIVE STATEMENTS AND REPORTS?.....................................................................................39
   WHO IS AMERICAN SKANDIA?.......................................................................................................40
   WHAT ARE SEPARATE ACCOUNTS?....................................................................................................40
   WHAT IS THE LEGAL STRUCTURE OF THE UNDERLYING FUNDS?...........................................................................41
   WHO DISTRIBUTES ANNUITIES OFFERED BY AMERICAN SKANDIA?.........................................................................41
   AVAILABLE INFORMATION..........................................................................................................43
   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE................................................................................43
   HOW TO CONTACT US..............................................................................................................43
   INDEMNIFICATION................................................................................................................43
   LEGAL PROCEEDINGS..............................................................................................................43
   EXECUTIVE OFFICERS AND DIRECTORS...............................................................................................43
   CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION............................................................................45

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


APPENDIX B -CONDENSED FINANCIAL INFORMATION ABOUT SEPARATE ACCOUNT B...............................................................1
</TABLE>



<PAGE>


                                GLOSSARY OF TERMS

Many terms used within this Prospectus are described  within the text where they
appear.  The  description  of those terms are not  repeated in this  Glossary of
Terms.

Account  Value:  The  value  of  each  allocation  to a  Sub-account  or a Fixed
Allocation prior to the Annuity Date, plus any earnings, and/or less any losses,
distributions and charges.  The Account Value is calculated before we assess any
applicable  Contingent  Deferred Sales Charge and/or any Annual Maintenance Fee.
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 its Maturity Date may be
calculated using a market value adjustment.

Annuity Date: The date you choose for annuity payments to commence. There may be
a maximum Annuity Date in certain states.

Annuity Year: A 12-month period  commencing on the Issue Date of the Annuity and
each successive 12-month period thereafter.

Code: The Internal Revenue Code of 1986, as amended from time to time.

Fixed Allocation:  An allocation of Account Value that is to be credited a fixed
rate of  interest  for a  specified  Guarantee  Period  during the  accumulation
period.

Guarantee  Period:  A period of time  during the  accumulation  period  where we
credit a fixed rate of interest on a Fixed Allocation.

Interim  Value:  As of any particular  date, the initial value  allocated to the
Fixed  Allocation plus all interest  credited to the Fixed  Allocation as of the
date calculated, less any transfers or withdrawals from the Fixed Allocation.

Issue Date: The effective date of your Annuity.

MVA: A market value  adjustment  used in the  determination  of Account Value of
each Fixed Allocation on a day other than such Fixed Allocation's Maturity Date.

Owner: With an Annuity issued as an individual  annuity  contract,  the Owner is
either an eligible entity or person named as having ownership rights in relation
to the Annuity.  With an Annuity  issued as a certificate  under a group annuity
contract,  the  "Owner"  refers to the  person or entity  who has the rights and
benefits designated as to the "Participant" in the certificate.

Surrender Value: The value of your Annuity available upon surrender prior to the
Annuity  Date. It equals the Account Value as of the date we price the surrender
minus any applicable CDSC and Annual  Maintenance Fee and any additional amounts
we  applied to your  Purchase  Payments  that we are  entitled  to recover  upon
surrender of your Annuity.

Unit: A measure used to calculate your Account Value in a Sub-account during the
accumulation period.

Valuation  Day: Every day the New York Stock Exchange is open for trading or any
other day the Securities and Exchange  Commission  requires mutual funds or unit
investment trusts to be valued.


<PAGE>


SUMMARY OF CONTRACT FEES AND CHARGES

Below is a summary  of the fees and  expenses  we charge for the  Annuity.  Some
charges are  assessed  against your  Annuity  while others are assessed  against
assets  allocated  to the  variable  investment  options.  The charges  that are
assessed  against the Annuity  include the  Contingent  Deferred  Sales  Charge,
Annual  Maintenance  Fee,  Transfer  Fee and the Tax Charge.  The charge that is
assessed against the variable investment options is the Insurance Charge,  which
is the  combination  of a  mortality  and  expense  risk charge and a charge for
administration of the Annuity.  Each underlying mutual fund portfolio assesses a
charge for investment management and for other expenses. The prospectus for each
underlying mutual fund provides more detailed information about the expenses for
the underlying funds. In certain states, a premium tax charge may be applicable.
All of these  fees  and  expenses  are  described  in more  detail  within  this
Prospectus.


<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                            Your Transaction Expenses
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------- ------------------------------------------------------------- --------------------------------------
                                                        Amount Deducted/
         Fee/Expense                                 Description Of Charge                                    When Deducted
- ------------------------------- ------------------------------------------------------------- --------------------------------------
- ------------------------------- -------- ------- ------- ------------ ------- ------- ------- --------------------------------------
<S>                             <C>      <C>     <C>      <C>     <C>     <C>     <C>     <C>     <C>                         
Contingent Deferred Sales       Yr. 1    Yr. 2   Yr. 3    Yr. 4   Yr. 5   Yr. 6   Yr. 7   Yr. 8+            Upon Surrender or
Charge                                                                                                     Partial Withdrawal
The charge is a percentage of                                                                      Applicable period measured from 
each applicable purchase                                                                          the date  each purchase payment is
payment                                                                                           allocated
- ------------------------------- -------- ------- ------- ------------ ------- ------- ------- --------------------------------------
- ------------------------------- -------- ------- ------- ------------ ------- ------- ------- --------------------------------------
                                 6.0%     6.0%    5.0%    5.0%     4.0%    3.0%    2.0%    0.0%

- ------------------------------- -------- ------- ------- ------------ ------- ------- ------- --------------------------------------
- ------------------------------- ------------------------------------------------------------- --------------------------------------
Annual Maintenance Fee                       Smaller of $35 or 2% of Account Value                     Annually on the contract's
                                                                                                  anniversary date or upon surrender
- ------------------------------- ------------------------------------------------------------- --------------------------------------
Transfer Fee                                                 $10.00                             After the 12th transfer each annuity
                                                                                                                  year
- ------------------------------- ------------------------------------------------------------- --------------------------------------
- ------------------------------- ------------------------------------------------------------- --------------------------------------
Tax Charge                         Depends on the requirements of the applicable jurisdiction                    Various

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


- ------------------------------------------------------------------------------------------------------------------------------------
                       Annual Expenses of the Sub-Accounts
      (as a percentage of the average daily net assets of the Sub-accounts)
- ------------------------------- ------------------------------------------------------------- --------------------------------------
Mortality & Expense Risk
Charge                                                       0.85%
                                                                                                                  Daily
Administration Charge                                        0.15%

Total  Annual  Expenses of the          1.00% per year of the value of each Sub-account              Applies to Variable Investment
Sub-accounts*                                                                                                 Options only
- ------------------------------- ------------------------------------------------------------- --------------------------------------
* The  combination of the Mortality and Expense Risk Charges and  Administration
Charge is referred to as the "Insurance Charge" elsewhere in this prospectus and
in the Annuity contract.

- ------------------------------------------------------------------------------------------------------------------------------------
                                Optional Benefits
We offer two different Optional Death Benefits that provide an enhanced level of
protection  for your  beneficiary(ies).  Please  refer to the  section  entitled
"Death  Benefit" for a complete  discussion  of the Optional  Death  Benefits we
offer.
- ------------------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------- -------------------------------------------- ----------------------------------------
</TABLE>

<TABLE>
<CAPTION>
Death Benefit Option                 Death Benefit equal to the greater of:            Additional Charge (annually)
- ---------------------------------------------- -------------------------------------------- ----------------------------------------
- ---------------------------------------------- -------------------------------------------- ----------------------------------------
                  <S>                          <C>                                             <C>
                                               1.   Account Value (no MVA)
                                               2.   Sum of Purchase Payments minus
                  OPTION 1                          the proportional impact of                 [0.xx%] of the current Death Benefit
                                                    withdrawals increasing at 5.0%                  [to be filed by amendment]
                                                    annually
                                               3.   Highest Anniversary Value
- ---------------------------------------------- -------------------------------------------- ----------------------------------------
- ---------------------------------------------- -------------------------------------------- ----------------------------------------
                                               1.   Account Value (no MVA)
                                               2.   Sum of Purchase Payments minus
                  OPTION 2                          the proportional impact of                 [0.xx%] of the current Death Benefit
                                                    withdrawals increasing at 7.2%                  [to be filed by amendment]
                                                    annually
                                               3.   Highest Anniversary Value
- ---------------------------------------------- ---------------------------------------- --------------------------------------------
</TABLE>


<PAGE>



- --------------------------------------------------------------------------------
                Underlying Mutual Fund Portfolio Annual Expenses
    (as a percentage of the average net assets of the underlying Portfolios)
- --------------------------------------------------------------------------------

Below are the investment  management fee, other  expenses,  and the total annual
expenses for each underlying Portfolio as of December 31, 1998. The total annual
expenses are the sum of the investment  management fee and other expenses.  Each
figure is stated as a percentage of the underlying Portfolio's average daily net
assets.  For certain of the underlying  Portfolios,  a portion of the management
fee is being waived and/or other expenses are being partially reimbursed.  "N/A"
indicates  that no portion of the  management fee and/or other expenses is being
waived and/or reimbursed.  Any footnotes about expenses appear after the list of
all the portfolios.  Those  portfolios  whose name includes the prefix "AST" are
portfolios of American  Skandia  Trust.  The  underlying  mutual fund  portfolio
information  was  provided  by the  underlying  mutual  funds  and has not  been
independently  verified by us. See the  prospectuses or statements of additional
information of the underlying Portfolios for further details.

                                                     [TO BE FILED BY AMENDMENT]

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                                  Management  Management   Other           Other         Total Annual   Total Annual
                                                    Fee          Fee      Expenses        Expenses         Expenses       Expenses
           UNDERLYING PORTFOLIO                                             after          before
                                                    after      before   reimbursement    reimbursement   after waiver  before waiver
                                                    waiver    waiver                                         or               or
                                                                                                        reimbursement  reimbursement
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                           <C>   
AST Lord Abbett Growth and Income
AST Lord Abbett Small Cap Value
AST JanCap Growth(1) 
AST Janus Small-Cap Growth(2) 
AST Janus Overseas Growth 
AST Money Market(3) 
AST Federated High Yield 
AST T. Rowe Price Asset  Allocation 
AST T. Rowe Price  International  Equity 
AST T. Rowe Price Natural  Resources 
AST T.Rowe Price International Bond 
AST T. Rowe Price Small Company Value 
AST Founders Passport 
AST INVESCO Equity Income 
AST PIMCO Total Return Bond 
AST PIMCO Limited Maturity  Bond  
AST  Oppenheimer   Large-Cap   Growth(4)  
AST  American  Century International Growth 
AST American Century Strategic Balanced(5) 
AST Putnam Value Growth & Income 
AST Putnam  International Equity 
AST Putnam Balanced 
AST Cohen & Steers Realty 
AST Bankers Trust Enhanced  500(6) 
AST Marsico  Capital Growth 
AST Neuberger  Berman Mid-Cap  Value(7) 
AST Neuberger  Berman Mid-Cap  Growth(8) 
AST Kemper Small-Cap Growth(9)

The Alger  American Fund - Growth
portfolio
The Alger  American Fund - MidCap Growth
portfolio

Montgomery Variable Series - Emerging
Markets portfolio(10)

Wells Fargo LAT Trust - Equity Value
portfolio(11)

Rydex Variable Trust - Nova portfolio
Rydex Variable Trust - Ursa portfolio
Rydex Variable Trust - OTC portfolio
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                                     [TO BE FILED BY AMENDMENT]

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                            Manage-    Manage-       Other      Other       12b-1 Fees        Total        Total
                                           ment Fee    ment Fee    Expenses    Expenses                       Annual       Annual
                                                                                                             Expenses     Expenses
           UNDERLYING PORTFOLIO             after     before       after        before
                                            waiver     waiver      reimburse-   reimburse-
                                                                   ment         ment                          after        before
                                                                                                            waiver or    waiver or
                                                                                                            reimburse-    reimburse-
                                                                                                             ment         ment
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                              <C>          
First Trust - The DowSM  Target 5 portfolio  
First Trust - The DowSM  Target 10 portfolio 
First Trust - Global Target 15 portfolio 
First Trust - Target 10 Large Cap portfolio  
First Trust - Target 15 Large Cap portfolio  
First Trust - Target Small Cap portfolio 
First Trust - 10 Uncommon Values portfolio

American Skandia Trust - Money Market
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


1    The investment  management fee without any voluntary waiver would have been
     0.90%; the total annual expenses without any waiver or reimbursement  would
     have been 1.08%.
2    Prior to January 1, 1999, the Investment Manager had engaged Founders Asset
     Management,  LLC as  Sub-advisor  for the Portfolio  (formerly the Founders
     Capital Appreciation portfolios).
3    The investment  management fee without any voluntary waiver would have been
     0.50%; the other expenses without any reimbursement  would have been 0.19%;
     the total annual expenses  without any waiver or  reimbursement  would have
     been 0.69%.
4    Prior to January 1, 1999,  the  Investment  Manager had engaged  Robertson,
     Stephens & Company  Investment  Management,  L.P.  as  Sub-advisor  for the
     Portfolio  (formerly the Robertson Stephens Value + Growth portfolio),  and
     the total Investment  Management fee was at the annual rate of 1.00% of the
     average  daily net assets of the  Portfolio.  As of  January  1, 1998,  the
     Investment  Manager engaged  OppenheimerFunds,  Inc. as Sub-advisor for the
     Portfolio,  and the Investment Management fee is payable at the annual rate
     of 0.90% of the first $1  billion  of the  average  daily net assets of the
     Portfolio,  plus .85% of the Portfolio's average daily net assets in excess
     of $1 billion.  The  Management Fee in the above chart reflects the current
     Investment Management fee payable to the Investment Manager.
5    The other expenses  without any  reimbursement  would have been 0.50%;  the
     total annual expenses without any waiver or  reimbursement  would have been
     1.35%.
6    The other expenses  without any  reimbursement  would have been 0.29%;  the
     total annual expenses without any waiver or  reimbursement  would have been
     0.89%.
7    Prior  to May  1,  1998,  the  Investment  Manager  had  engaged  Federated
     Investment  Counseling  as  Sub-advisor  for the Portfolio  (formerly,  the
     Federated Utility Income portfolio),  for a total Investment Management fee
     payable at the annual  rate of .75% of the first $50 million of the average
     daily net assets of the  Portfolio,  plus .60% of the  Portfolio's  average
     daily  net  assets  in  excess  of $50  million.  As of May  1,  1998,  the
     Investment  Manager engaged  Neuberger  Berman  Management  Incorporated as
     Sub-advisor  for the  Portfolio,  for a  total  Investment  Management  fee
     payable at the annual  rate of 0.90% of the first $1 billion of the average
     daily net  assets of the  Portfolio  plus .85% of the  Portfolio's  average
     daily net assets in excess of $1 billion.  The  Management Fee in the above
     chart  reflects  the  current  Investment  Management  fee  payable  to the
     Investment Manager.
8    Prior to May 1, 1998, the Investment Manager had engaged Berger Associates,
     Inc. as Sub-advisor for the Portfolio (formerly,  the Berger Capital Growth
     portfolio),  for a total  Investment  Management  fee payable at the annual
     rate of .75% of the average daily nets assets of the  Portfolio.  As of May
     1,  1998,  the  Investment  Manager  engaged  Neuberger  Berman  Management
     Incorporated  as  Sub-advisor  for the  Portfolio,  for a total  Investment
     Management  fee payable at the annual rate of 0.90% of the first $1 billion
     of  the  average  daily  net  assets  of the  Portfolio  plus  .85%  of the
     Portfolio's  average  daily  net  assets  in  excess  of  $1  billion.  The
     Management  Fee  in  the  above  chart  reflects  the  current   Investment
     Management fee payable to the Investment Manager.
9    This portfolio commenced operations in January 1999. "Other Expenses" shown
     are based on  estimated  expenses  for the fiscal year ending  December 31,
     1999 with a  voluntary  expense  reimbursement.  Estimated  other  expenses
     without any reimbursement would be 0.59%.
10   The other expenses  without any  reimbursement  would have been 0.56%;  the
     total annual expenses without any waiver or  reimbursement  would have been
     1.81%.
11   The other expenses  without any  reimbursement  would have been 0.63%;  the
     total annual expenses would have been 1.23%.

EXPENSE EXAMPLES
These examples are designed to assist you in understanding the various costs and
expenses you will incur with the Annuity  over certain  periods of time based on
specific assumptions. The examples reflect expenses of our Sub-accounts, as well
as those of the underlying  mutual fund portfolios.  The Securities and Exchange
Commission ("SEC") requires these examples.

The examples  shown  assume that:  (a) you only  allocate  Account  Value in the
Sub-accounts; (b) fees and expenses remain constant; (c) you make no withdrawals
of  Account  Value  during  the  period  shown;   (d)  you  make  no  transfers,
withdrawals,  surrender  or other  transaction  that we charge a fee  during the
period  shown;  (e) no tax charge  applies;  (f) the 1.0% Target Value Credit is
applied to the Purchase Payment;  and (g) 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  "Underlying  Mutual Fund Portfolio  Annual
Expenses." The examples do not reflect the charge for any optional benefits that
may be offered under the Annuity.

THE  EXAMPLES  ARE  ILLUSTRATIVE   ONLY  -  THEY  SHOULD  NOT  BE  CONSIDERED  A
REPRESENTATION  OF PAST OR FUTURE  EXPENSES OF THE  UNDERLYING  MUTUAL  FUNDS OR
THEIR PORTFOLIOS - ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                  Expense Examples
                                                 (amounts shown are rounded to the nearest dollar)
- ------------------------------------------------------------------------------------------------------------------------------------

                           [TO BE FILED BY AMENDMENT]

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

 
 

                                                          After:                                        After:
- ------------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------- --------- ---------- --------- ---------- ------- ---------- --------- ---------- -----
<S>                                          <C>       <C>        <C>       <C>             <C>        <C>       <C>        <C> 
Sub-Account:                                 1 Year    3 Years    5 Years   10 Years        1 Year     3 Years   5 Years    10 Years
                                             --------- ---------- --------- ---------- ------------- --------- ---------- ----------
- -------------------------------------------- --------- ---------- --------- ---------- ------------- --------- ---------- ----------
AST LA Growth  and  Income 3 
AST LA Small Cap  Value 3 
AST  JanCap  Growth 3 
AST Janus Small-Cap  Growth 3 
AST Janus Overseas Growth 3 
AST Money Market 3 
AST Fed High  Yield  3  
AST  T.  Rowe  Price  Asset  Allocation  3  
AST  T.  Rowe  Price International  Equity 3 
AST T. Rowe Price Natural  Resources 3 
AST T. Rowe Price International  Bond 3 
AST T.  Rowe  Price  Small  Company  Value 3 
AST  Founders Passport 3 
AST INVESCO  Equity  Income 3 
AST PIMCO Total Return Bond 3 
AST PIMCO Limited Maturity Bond 3 
AST Oppenheimer  Large-Cap Growth 3 
AST American Century International  Growth 3 
AST  American  Century  Strategic  Balanced 3 
AST Putnam Value Growth & Income 3 
AST Putnam  International Equity 3 
AST Putnam Balanced 3
AST Cohen & Steers Realty 3 
AST Bankers Trust Enhanced 500 3 
AST Marsico Capital Growth 3 
AST NB  Mid-Cap  Value 3 
AST NB Mid-Cap  Growth 3 
AST Kemper  Small-Cap Growth 3

AA Growth 3
AA MidCap Growth 3

MV Emerging Markets 3

WF LAT Trust Equity Value 3

Rydex Nova 3
Rydex Ursa 3
Rydex OTC 3
- --------------------------------------- --------- ---------- --------- ---------- ------- ---------- --------- ---------- ----------

- --------------------------------------- --------- ---------- --------- ---------- ------- ---------- --------- ---------- ----------
FT The DowSM Target 5 3 
FT The DowSM Target 10 3 
FT Global Target 15 3 
FT Target 10 Large Cap 3 
FT Target  15 Large  Cap 3 
FT Target  Small Cap 3 
FT 10  Uncommon Values 3

AST Money Market 3
- --------------------------------------- --------- ---------- --------- ---------- ------- ---------- --------- ---------- ----------
</TABLE>



<PAGE>



INVESTMENT OPTIONS

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

Each variable  investment  option is a Class 3 Sub-account  of American  Skandia
Life Assurance  Corporation Variable Account B (see "What are Separate Accounts"
for more detailed  information.)  Each  Sub-account  invests  exclusively in one
Portfolio.  You should  carefully read the prospectus for any Portfolio in which
you are interested.  The following chart classifies each of the Portfolios based
on our assessment of their investment style (as of the date of this Prospectus).
The chart  also  provides a short  description  of each  Portfolio's  investment
objective (in italics) and a short, summary description of their key policies to
assist you in determining  which  Portfolios may be of interest to you. The name
of the  advisor/sub-advisor  for each Portfolio appears next to the description.
Those portfolios whose name includes the prefix "AST" are portfolios of American
Skandia Trust.  The investment  manager for AST is American  Skandia  Investment
Services,  Inc.  ("ASISI"),  an affiliated company.  However, a sub-advisor,  as
noted below,  is engaged to conduct  day-to-day  investment  decisions.  Details
about the investment  objectives,  policies,  risks, costs and management of the
Portfolios are found in the prospectuses for the underlying mutual funds.  There
is no  guarantee  that any  underlying  mutual  fund  portfolios  will  meet its
investment objective.

Please refer to Appendix B for certain required financial information related to
the historical performance of the Sub-accounts.

<TABLE>
<CAPTION>
- ------------------- ---------------------------------------------------------------------------------------- -----------------------
                                                                                                                         PORTFOLIO
      STYLE/                                      INVESTMENT OBJECTIVES/POLICIES                                          ADVISOR/
       TYPE                                                                                                             SUB-ADVISOR
- ------------------- ---------------------------------------------------------------------------------------- -----------------------
- ------------------- ---------------------------------------------------------------------------------------- -----------------------
 <S>                <C>                                                                                             <C>   
                    AST Money Market: seeks to maximize current income and maintain high levels of liquidity.  The
     CAPITAL        Portfolio attempts to accomplish its objective by maintaining a dollar-weighted average              J.P. Morgan
  PRESERV-ATION     maturity of not more than 90 days and by investing in securities which have effective                Investment 
                    maturities of not more than 397 days.                                                            Management Inc.
                    ----------------------------------------------------------------------------------------------------------------
- ------------------- ----------------------------------------------------------------------------------------------------------------
                    AST PIMCO Limited Maturity Bond: seeks to maximize total return, consistent with preservation           Pacific 
 SHORT-TERM BOND    of capital and prudent investment management.  The Portfolio will invest in a diversified            Investment 
                    portfolio of fixed income  securities of varying  maturities                                         Management
                    with a portfolio duration from one to three years.                                                      Company
- ------------------- ------------------------------------------------------------------------------------------------ ---------------
- ------------------- ------------------------------------------------------------------------------------------------ ---------------
    LONG-TERM       AST PIMCO Total Return Bond: seeks to maximize total return consistent with preservation of             Pacific 
       BOND         capital.  The Portfolio will invest in a diversified portfolio of fixed-income securities of         Investment
                    varying maturities with a portfolio duration from three to six years.                        Management Company
- ------------------- ----------------------------------------------------------------------------------------------------------------
- ------------------- ----------------------------------------------------------------------------------------------------------------
                    AST Federated High Yield: seeks 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
 HIGH  YIELD BOND   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                   Federated
                    than investments in higher rated  securities  and are generally  considered  high risk.               Investment
                    Lower-rated  or unrated  bonds are commonly  referred to as   "junk bonds."                           Counseling
- ------------------- ------------------------------------------------------------------------------------------------ ---------------
- ------------------- ------------------------------------------------------------------------------------------------ ---------------
                    AST T. Rowe Price International Bond: seeks to provide high current income and capital
                    appreciation by investing in high-quality, non dollar-denominated government and corporate           Rowe Price-
  INTER-NATIONAL    bonds outside the United States.  The Portfolio will invest at east 65% of its  assets in                Fleming
        BOND        high-quality,  non dollar-denominated  government  and  corporate  bonds  outside the United      International,
                    States.  The Portfolio may also invest up to 20% of its assets in below investment-grade,                   Inc.
                    high-risk  bonds,  including  bonds in default or those with
                    the lowest rating (commonly referred to as "junk bonds").
- ------------------- ------------------------------------------------------------------------------------------------ ---------------
- ------------------- ------------------------------------------------------------------------------------------------ ---------------
                    AST T. Rowe Price Asset Allocation: seeks a high level of total return by investing primarily
ASSET               in a  diversified  group  of fixed  income  and
ALLOCA-TION         equity  securities.  Under  normal  conditions  over                                              T. Rowe Price
                    the long-term,  the Portfolio  expects to allocate its                                         Associates,  Inc.
                    assets so that  approximately  40% of its                                                    
                    assets will be in fixed income  securities and approximately
                    60% in equity securities.
- ----------- ------------------------------------------------------------------------------------------------ -----------------------

<PAGE>

- ----------- ------------------------------------------------------------------------------------------------ -----------------------
                                                                                                                       PORTFOLIO
      STYLE/                                   INVESTMENT OBJECTIVES/POLICIES                                          ADVISOR/
       TYPE                                                                                                            SUB-ADVISOR
- ------------------- ---------------------------------------------------------------------------------------- -----------------------
                    AST Putnam Balanced:  seeks to provide a balanced investment
                    composed of a well-diversified portfolio of stocks and bonds
                    which will produce both capital  growth and current  income.
                    The  Portfolio  may invest in almost any type of security or
                    negotiable  instrument,  including cash  or                                                    Putnam Investment
  BALANCED          money  market  instruments.  The portion of the  Portfolio's                                   Management,  Inc.
                    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 of other factors.  Under normal
                    market  conditions,  it is expected that at least 25% of the
                    Portfolio's  total  assets will be invested in fixed  income
                    securities.
                    ---------------------------------------------------------------------------------------- -----------------------
                    ---------------------------------------------------------------------------------------- -----------------------
                    AST American Century Strategic Balanced: seeks capital growth and current income.  It is the
                    intention of the Portfolio's sub-advisor to maintain approximately 60% of the Portfolio's       American Century
                    assets in common stocks that are considered by the sub-advisor to have better-than-average            Investment
                    prospects for appreciation and the remainder in bonds and other fixed income securities.        Management, Inc.
- ------------------- ---------------------------------------------------------------------------------------- -----------------------
                      AST Cohen & Steers Realty:  seeks to maximize total return
                      through   investment  in  real  estate   securities.   The
                      Portfolio  pursues its investment  objective of maximizing
                      total  return  by  seeking,   with   approximately   equal
  REAL                emphasis,   capital   appreciation   (both   realized  and
  ESTATE              unrealized)    and   current    income.    Under    normal                                      Cohen & Steers
  (REIT)              circumstances, the Portfolio will invest substantially all                            Capital Management, Inc.
                      of its assets in the  equity  securities  of "real  estate
                      companies".  Real estate companies include those companies
                      that  derive  at  least  50%  of  its  revenues  from  the
                      ownership, construction,  financing, management or sale of
                      commercial, industrial, or residential real estate or that
                      has at least 50% of its assets in such real estate.


- ------------------- ---------------------------------------------------------------------------------------- -----------------------
- ------------------- ---------------------------------------------------------------------------------------- -----------------------
                    AST INVESCO Equity Income: seeks high current income while following sound investment
                    practices.  Capital growth is a secondary consideration. The Portfolio seeks to achieve its
  EQUITY INCOME     objective by investing in securities which will provide a relatively high-yield and stable        INVESCO Funds 
                    return and which, over the years, may also provide capital appreciation.  The Portfolio              Group, Inc.
                    normally will invest at least 65% of its assets in dividend-paying, marketable common stocks
                    of domestic and foreign industrial issuers.

- ------------------- ----------------------------------------------------------------------------------------------- ---------------
</TABLE>
<TABLE>
<CAPTION>
- ------------------- ------------------------------------------------------------------------------------------------ ---------------
<S>                   <C>                                                                                       <C>
                      AST Bankers Trust  Enhanced 500:  seeks to outperform  the
                      Standard & Poor's 500  Composite  Stock  Price  Index (the
                      "S&P  500(R)")   through  stock  selection   resulting  in
 ENHANCED             different  weightings  of common  stocks  relative  to the                                       Bankers Trust
  INDEX               index.  The  Portfolio  will include the common  stocks of                                             Company
                      companies  included in the S&P 500(R).  While the majority
                      of the  issues  held by the  Portfolio  will have  neutral
                      weightings to the S&P 500, approximately 100 will be over-
                      or under-weighted relative to the index.
- ------------------- ---------------------------------------------------------------------------------------- -----------------------
- ------------------- ---------------------------------------------------------------------------------------- -----------------------
                      AST Putnam Value  Growth & Income:  seeks  capital  growth
                      with  current  income  as  a  secondary   objective.   The
                      Portfolio  invests  primarily in common  stocks that offer
GROWTH                potential for capital growth, and may, consistent with its                                  Putnam Investment 
   &                  investment   objectives,   invest  in  stocks  that  offer                                    Management, Inc.
INCOME                potential for current income.  The Portfolio may invest up
                      to 20% of its  assets  in  securities  traded  in  foreign
                      markets.
                    ---------------------------------------------------------------------------------------- -----------------------
                    AST Lord Abbett Growth and Income: seeks long-term growth of
                    capital  and  income  while  attempting  to avoid  excessive
                    fluctuations in market value. Normally,  investments will be                                  Lord, Abbett & Co.
                    made in  common  stocks  of  seasoned  companies  which  are
                    expected to show above-average growth  and  which  the 
                     Portfolio's  sub-advisor  believes to be in sound
                    financial condition.
- ------------------- ----------------------------------------------------------------------------------------------------------------
- ------------------- ----------------------------------------------------------------------------------------------------------------
                      AST T.  Rowe  Price  Natural  Resources:  seeks  long-term
                      growth of capital through  investment  primarily in common
   NATURAL            stocks of companies which own or develop natural resources                                        T.Rowe Price
  RESOURCES           and other basic  commodities.  The  Portfolio  will invest                                    Associates, Inc.
                      primarily  (at least 65% of its  total  assets)  in common
                      stocks of companies which own or develop natural resources
                      and other basic commodities.

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


<PAGE>

    
<TABLE>
<CAPTION>
- ------------------- ----------------------------------------------------------------------------------------------------------------
 <S>                 <C>                            <C>                                                         <C>      <C> 
                                                                                                                           PORTFOLIO
      STYLE/                                        INVESTMENT OBJECTIVES/POLICIES                                          ADVISOR/
       TYPE                                                                                                              SUB-ADVISOR
- ------------------- ----------------------------------------------------------------------------------------------------------------
                 
                      AST  JanCap  Growth:  seeks  growth of capital in a manner                                       Janus Capital
                      consistent with the preservation of capital. The Portfolio                                     Corporation
                      pursues its objective by emphasizing investments in common
                      stocks.

                    ---------------------------------------------------------------------------------------- -----------------------
                    ---------------------------------------------------------------------------------------- -----------------------
                      AST Marsico Capital Growth:  seeks capital growth.  Income
                      realization is not an investment  objective and any income
                      realized on the Portfolio's investments,  therefore,  will                                    Marsico  Capital
                      be incidental to the Portfolio's objective.  The Portfolio                                    Management,  LLC
                      will pursue its objective by investing primarily in common
                      stocks  in  industries   and  companies  the   sub-advisor
                      believes  are  experiencing  favorable  demand  for  their
                      products and  services,  and which  operate in a favorable
                      competitive and regulatory environment.
                   ----------------------------------------------------------------------------------------- -----------------------
                   ----------------------------------------------------------------------------------------- -----------------------
                      AST  Neuberger   Berman  Mid-Cap  Growth:   seeks  capital
                      appreciation.  The  Portfolio  invests  in  a  diversified
                      portfolio  of common  stocks  believed to have the maximum                                    Neuberger Berman
                      potential    for    long-term     above-average    capital                             Management Incorporated
                      appreciation.   Under  normal  conditions,  the  Portfolio
                      primarily  invests in the common stocks of companies  with
                      equity  market  capitalizations  from $300  million to $10
                      billion at the time of investment.  The Portfolio does not
                      seek  to  invest  in  securities  that  pay  dividends  or
                      interest, and any such income is incidental.
                   ----------------------------------------------------------------------------------------- -----------------------
                   ----------------------------------------------------------------------------------------- -----------------------
                      AST Neuberger Berman Mid-Cap Value:  seeks capital growth.
                      The Portfolio  seeks capital  growth through an investment
                      approach  that  is  designed  to  increase   capital  with
                      reasonable  risk.  The Portfolio  invests  principally  in                                    Neuberger Berman
     GROWTH           common   stocks   of   medium   to  large   capitalization                             Management Incorporated
                      established companies,  using a value-oriented  investment
                      approach. The Sub-advisor looks for securities believed to
                      be undervalued based on strong  fundamentals,  including a
                      low price-to-earnings ratio, consistent cash flow, and the
                      company's  track  record  through  all parts of the market
                      cycle.
                    ---------------------------------------------------------------------------------------- -----------------------
                    ---------------------------------------------------------------------------------------- -----------------------
                      AST   Oppenheimer   Large-Cap   Growth*:   seeks   capital
                      appreciation.  The  Portfolio  does  not  invest  to  seek
                      current  income.  The Portfolio  emphasizes  investment in
                      common stocks issued by  established  large-capitalization                                   OppenheimerFunds,
                      growth companies. For purposes of the Portfolio, large-cap                                                Inc.
                      companies  have  market  capitalizations  greater  than $5
                      billion.  Investment  opportunities  may be  sought  among
                      securities of smaller,  less  well-known  companies.  This
                      Portfolio is not intended for  investors  seeking  assured
                      income or preservation of capital.

                   ----------------------------------------------------------------------------------------- -----------------------
                   ----------------------------------------------------------------------------------------- -----------------------
                      The Alger American Fund - Growth:  seeks long-term capital
                      appreciation.  Except during temporary  defensive periods,
                      the Portfolio  invests at least 65% of its total assets in                                          Fred Alger
                      equity  securities  of  companies  that,  at the  time  of                                    Management, Inc.
                      purchase,  have total market  capitalization of $1 billion
                      or greater.
                   ----------------------------------------------------------------------------------------- -----------------------
                   ----------------------------------------------------------------------------------------- -----------------------
                      Wells Fargo Life & Annuity Trust - Equity Value:  seeks to
                      provide investors with long-term  capital  appreciation by
                      investing primarily in equity securities, including common
                      stocks,  and may  invest  in  debt  instruments  that  are                              Wells Fargo Bank, N.A.
                      convertible  into  common  stocks  of  both  domestic  and
                      foreign  companies.   Income  generation  is  a  secondary
                      consideration.   The   Portfolio   may  invest  in  large,
                      well-established  companies  and  smaller  companies  with
                      market capitalization exceeding $50 million.
 ----------------------------------------------------------------------------------------------------------- -----------------------
 ---------- ------------------------------------------------------------------------------------------------ -----------------------
                      The Alger American Fund - MidCap Growth:  seeks  long-term
  AGGRES-SIVE         capital  appreciation.  Except during temporary  defensive
    GROWTH            periods,  the Portfolio  invests at least 65% of its total                                          Fred Alger
                      assets in equity securities of companies that, at the time                                    Management, Inc.
                      of  purchase  of  the   securities,   have  total   market
                      capitalization  within the range of companies  included in
                      the S&P MidCap 400 Index, updated quarterly.
- ----------- ------------------------------------------------------------------------------------------------ -----------------------

<PAGE>

- ------------------- ----------------------------------------------------------------------------------------------------------------
                                                                                                                           PORTFOLIO
      STYLE/                                        INVESTMENT OBJECTIVES/POLICIES                                          ADVISOR/
       TYPE                                                                                                              SUB-ADVISOR
- ------------------- ----------------------------------------------------------------------------------------------------------------
- ------------------- ----------------------------------------------------------------------------------------------------------------
                      AST Janus Small-Cap  Growth:  seeks capital  appreciation.
                      The Portfolio pursues its objective by normally  investing
                      at least 65% of its total assets in  securities  issued by                                       Janus Capital
                      small-sized  companies.  The  Portfolio may also invest in                                         Corporation
                      stocks of larger  companies  with  potential  for  capital
                      appreciation.
                    ---------------------------------------------------------------------------------------- -----------------------
                    ---------------------------------------------------------------------------------------- -----------------------
                      AST Kemper Small-Cap Growth*:  seeks maximum  appreciation
                      of investors' capital from a portfolio primarily of growth
                      stocks of smaller  companies.  The Portfolio seeks maximum
                      appreciation  of investors'  capital.  Current income will                                      Scudder Kemper
                      not be a significant  factor.  The Portfolio's  investment                                   Investments, Inc.
                      portfolio will normally consist primarily of common stocks
                      and securities convertible into or exchangeable for common
                      stocks,  including  warrants and rights.  The Portfolio is
                      designed as a long-term investment  involving  substantial
                      financial risk  commensurate  with  potential  substantial
                      gains.
SMALL               ---------------------------------------------------------------------------------------- -----------------------
CAPITAL-            ---------------------------------------------------------------------------------------- -----------------------
IZATION               AST Lord Abbett Small Cap Value:  seeks long-term  capital
                      appreciation. Investments will be primarily made in equity
                      securities  which are  believed to be  undervalued.  Under                                  Lord, Abbett & Co.
                      normal  circumstances,  the Portfolio will invest at least
                      65% of its assets in common stocks issued by smaller, less
                      well-known companies,  with market capitalizations of less
                      than $1  billion.  Smaller  companies  may carry more risk
                      than larger companies.
                    ---------------------------------------------------------------------------------------- -----------------------
                    ---------------------------------------------------------------------------------------- -----------------------
                      AST T. Rowe Price Small  Company  Value:  seeks to provide
                      long-term capital  appreciation by investing  primarily in
                      small-capitalization stocks that appear to be undervalued.
                      The Portfolio will invest at least 65% of its total assets                                        T.Rowe Price
                      in companies with a market capitalization of $1 billion or                                    Associates, Inc.
                      less that appear undervalued by various measures,  such as
                      price/earnings  or price/book  value ratios.  Investing in
                      small companies  involves greater risk, as well as greater
                      opportunity,  than is  customarily  associated  with  more
                      established companies.
- ----------- ------------------------------------------------------------------------------------------------ -----------------------
- ----------- ------------------------------------------------------------------------------------------------ -----------------------
                      AST American Century  International  Growth: seeks capital
                      growth.  The Portfolio will invest primarily in issuers in                                    American Century
                      developed markets. Under normal conditions,  the Portfolio                                          Investment
                      will  invest  at least 65% of its  assets  in  equity  and                                    Management, Inc.
                      equity  equivalent  securities  of  issuers  from at least
                      three different countries outside the United States.

                    ---------------------------------------------------------------------------------------- -----------------------
                    ---------------------------------------------------------------------------------------- -----------------------
                      AST Founders  Passport:  seeks capital  appreciation.  The
                      Portfolio   invests  primarily  in  securities  issued  by
                      foreign  companies  which have market  capitalizations  or
                      annual revenues of $1 billion or less. At least 65% of the                                      Founders Asset
                      Portfolio's  assets  will  normally be invested in foreign                                      Management LLC
                      securities representing a minimum of three countries.  The
                      Portfolio will normally invest a significant proportion of
                      its  assets in the  securities  of small and  medium-sized
INTER-                companies, which involves greater risk than is customarily
NATIONAL              associated with more established companies.
EQUITY              ---------------------------------------------------------------------------------------- -----------------------
                    ---------------------------------------------------------------------------------------- -----------------------
                      AST  Janus  Overseas  Growth:  seeks  long-term  growth of
                      capital.  The Portfolio  pursues its  objective  primarily                                       Janus Capital
                      through  investments  in common stocks of issuers  located                                         Corporation
                      outside the United States.
                    ---------------------------------------------------------------------------------------- -----------------------
                    ---------------------------------------------------------------------------------------- -----------------------
                      AST   Putnam    International    Equity:   seeks   capital
                      appreciation.   The  Portfolio   seeks  its  objective  by
                      investing  primarily  in equity  securities  of  companies                                   Putnam Investment
                      located in a country  other than the  United  States.  The                                    Management, Inc.
                      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.
                    ---------------------------------------------------------------------------------------- -----------------------
                    ---------------------------------------------------------------------------------------- -----------------------
                      AST T. Rowe Price International Equity: seeks total return
                      of its assets from long-term growth of capital and income,                                 Rowe Price-Fleming
                      principally   through   investments  in  common  stock  of                                 International, Inc.
                      established,  non-U.S. companies. The Portfolio intends to
                      diversify  broadly among countries and to normally have at
                      least  three  different   countries   represented  in  the
                      Portfolio.
- ----------- ------------------------------------------------------------------------------------------------ -----------------------
- ----------- ------------------------------------------------------------------------------------------------ -----------------------
                      Montgomery  Variable  Series  -  Emerging  Markets:  seeks
                      capital  appreciation,  which under normal  conditions  it
 EMERGING             seeks by  investing  at least 65% of its  total  assets in                                    Montgomery Asset
  MARKETS             equity   securities  of  companies  in  countries   having                                    Management, L.P.
                      emerging markets. Under normal conditions, investments are
                      maintained  in at least six emerging  market  countries at
                      all  times  and no  more  than  35% of  total  assets  are
                      invested in any one emerging market country.
- ----------- ------------------------------------------------------------------------------------------------ -----------------------
- ----------- ------------------------------------------------------------------------------------------------ -----------------------
                                                                                                                           PORTFOLIO
      STYLE/                                        INVESTMENT OBJECTIVES/POLICIES                                          ADVISOR/
       TYPE                                                                                                              SUB-ADVISOR
- ----------- ------------------------------------------------------------------------------------------------ -----------------------
- ------------------------------------------------------------------------------------------------------------------------------------
                      The Nova,  Ursa and OTC  portfolios of the Rydex  Variable
                      Trust are  available  to all Owners.  However,  the fund's
                      advisor strongly  recommends that only Owners who engage a
                      Financial  Adviser to allocate their funds in strategic or
                      tactical  asset  allocation  strategies  invest  in  these
                      portfolios.  There can be no assurance  that any Financial
                      Advisor will  successfully  predict  market  fluctuations.
                      Each of the Rydex portfolios  invests in the securities of
                      a  relatively  few number of issuers.  Since the assets of
                      each  portfolio  are  invested  in  a  limited  number  of
                      issuers,  the net asset value of the portfolio may be more
                      susceptible  to a single  adverse  economic,  political or
                      regulatory occurrence.

- ------------------------------------------------------------------------------------------------------------------------------------
- ----------- ------------------------------------------------------------------------------------------------ -----------------------
                      Rydex Variable Trust - Nova:  seeks to provide  investment
                      returns that are 150% of the S&P 500 Composite Stock Price
                      Index by  investing  to a  significant  extent in  futures
                      contracts and options on securities, futures contracts and                              PADCO Advisor II, Inc.
                      the value of Fund  shares will tend to increase by 150% of   
 STRATEGIC OR         the  value  of any  increase  in the S&P Inc.  500  Index.
  TACTICAL            However, when the value of the S&P 500 Index declines, the
   ALLOCA-            value of Fund shares  should also  decrease by 150% of the
   TION               value of any decrease in the S&P 500 Index.
                    ---------------------------------------------------------------------------------------- -----------------------
                    ---------------------------------------------------------------------------------------- -----------------------
                      Rydex Variable Trust - Ursa:  seeks to provide  investment
                      results  that  will  inversely   correlate  (e.g.  be  the
                      opposite)  to the  performance  of the S&P  500  Composite
                      Stock Price Index by investing to a significant  extent in                              PADCO Advisor II, Inc.
                      futures  contracts  and  options  on  securities,  futures
                      contracts and stock  indexes.  The Fund will generally not
                      invest in the securities included in the S&P 500 Index. If
                      the Fund meets its objective the value of Fund shares will
                      tend to  increase  when the  value of the S&P 500 Index is
                      decreasing.  However,  when the value of the S&P 500 Index
                      is increasing, the value of Fund shares should decrease by
                      an inversely proportional amount.
                    ---------------------------------------------------------------------------------------- -----------------------
                    ---------------------------------------------------------------------------------------- -----------------------
                      Rydex Variable  Trust - OTC:  seeks to provide  investment
                      results   that   correspond   to  a   benchmark   for  the
                      over-the-counter  securities,  currently  the  NASDAQ  100
                      Index(TM),  by investing  principally in the securities of                              PADCO Advisor II, Inc.
                      companies included in that Index. The Fund may also invest
                      in other  instruments  whose  performance  is  expected to
                      correspond to that of the Index, and may engage in futures
                      and options transactions.  If the Fund meets its objective
                      the  value of Fund  shares  will tend to  increase  by the
                      amount  of the  increase  in  the  NASDAQ  100  Index(TM).
                      However,    when   the   value   of   the    NASDAQ    100
                      Index(TM)declines,  the value of Fund  shares  should also
                      decrease by the amount of the decrease in the value of the
                      Index(TM).
- ----------- ------------------------------------------------------------------------------------------------ -----------------------

<PAGE>

- ------------ ----------------------------------------------------------------------------------------------- -----------------------
                                                                                                                           PORTFOLIO
      STYLE/                                        INVESTMENT OBJECTIVES/POLICIES                                          ADVISOR/
       TYPE                                                                                                              SUB-ADVISOR
- ----------- ------------------------------------------------------------------------------------------------ -----------------------
- ----------- ------------------------------------------------------------------------------------------------ -----------------------
                      AST Money  Market:  seeks to maximize  current  income and
 CAPITAL              maintain high levels of liquidity.  Portfolio  attempts to                                         J.P. Morgan
 PRESERV-             accomplish its objective by maintaining a  dollar-weighted                                          Investment
  ATION               average maturity of not more than 90 days and by investing                                     Management Inc.
                      in securities which have effective  maturities of not more
                      than 397 days.
- ----------- ------------------------------------------------------------------------------------------------ -----------------------
- ------------------------------------------------------------------------------------------------------------------------------------
                      Each  portfolio of the First  Defined  Portfolio  Fund LLC
                      invests in the  securities  of a relatively  few number of
                      issuers.  Since the assets of each  portfolio are invested
                      in a limited number of issuers, the net asset value of the
                      portfolio  may be more  susceptible  to a  single  adverse
                      economic,   political  or  regulatory   occurrence.   Each
                      portfolio is also exposed to additional market risk due to
                      its policy of investing  based on an  investment  strategy
                      and generally not buying or selling securities in response
                      to market  fluctuations.  The portfolio's relative lack of
                      diversity  and  limited  ongoing  management  may  subject
                      Owners to greater market risk than other portfolios.
- ------------------------------------------------------------------------------------------------------------------------------------
- ----------- ------------------------------------------------------------------------------------------------ -----------------------
                      The DowSM Target 5: seeks to provide  above-average  total
                      return by investing in common  stocks  issued by companies
                      that  are  expected  to  provide  income  and to have  the
                      potential for capital  appreciation.  Invests primarily in
                      the common  stocks of the five  companies  with the lowest
                      per  share  stock  price of the ten  companies  in the Dow                           First Trust Advisors L.P.
                      Jones Industrial  AverageSM ("DJIA") that have the highest
LARGE CAP             dividend  yields as of the close of  business  on or about
  BLEND               the  applicable  stock  selection  date.  Each year, on or
                      about the annual stock  selection date, the fund invest in
                      the  securities  determined  by the strategy in relatively
                      equal amounts.
                    ---------------------------------------------------------------------------------------- -----------------------
                    ---------------------------------------------------------------------------------------- -----------------------
                      The DowSM Target 10: seeks to provide  above-average total
                      return by investing in common  stocks  issued by companies
                      that  are  expected  to  provide  income  and to have  the
                      potential for capital  appreciation.  Invests primarily in
                      the common  stocks of the ten  companies  in the DJIA that                           First Trust Advisors L.P.
                      have  the  highest  dividend  yields  as of the  close  of
                      business on or about the applicable  stock selection date.
                      Each year,  on or about the annual stock  selection  date,
                      the fund expects to invest in the securities determined by
                      the strategy in relatively equal amounts.
- ----------- ------------------------------------------------------------------------------------------------ -----------------------
- ----------- ------------------------------------------------------------------------------------------------ -----------------------
                      Global  Target 15:  seeks to provide  above-average  total
                      return by investing in common  stocks  issued by companies
                      that  are  expected  to  provide  income  and to have  the
                      potential for capital  appreciation.  Invests primarily in
GLOBAL                the common stocks of the companies which are components of
 EQUITY               the DJIA, the Financial  Times  Industrial  Ordinary Share                           First Trust Advisors L.P.
                      Index  ("FT  Index")  and the Hang  Seng  Index.  The fund
                      consists of common stocks of the five  companies  with the
                      lowest per share stock price of the ten  companies in each
                      of the DJIA,  FT Index and Hang Seng Index,  respectively,
                      that have the  highest  dividend  yield in the  respective
                      index  as  of  the  close  of  business  on or  about  the
                      applicable stock selection date.
- ----------- ------------------------------------------------------------------------------------------------ -----------------------
- ----------- ------------------------------------------------------------------------------------------------ -----------------------
                      Target 10 Large Cap: seeks to provide  above-average total
                      return by investing in common  stocks  issued by companies
 GROWTH               that  are  expected  to  provide  income  and to have  the
   &                  potential for capital  appreciation.  Invests primarily in                           First Trust Advisors L.P.
 INCOME               the common stocks of ten companies  which had the greatest
                      1-year   stock   price   appreciation   selected   from  a
                      pre-screened subset of the stocks included in the Standard
                      & Poor's 500  Composite  Stock Price Index as of the close
                      of business  on or about the  applicable  stock  selection
                      date.
- ----------- ------------------------------------------------------------------------------------------------ -----------------------
- ----------- ------------------------------------------------------------------------------------------------ -----------------------
                      Target 15 Large Cap: seeks to provide  above-average total
                      return by investing in common  stocks  issued by companies
LARGE                 that  are  expected  to have  the  potential  for  capital
 CAP                  appreciation.  Invests  primarily in the common  stocks of                           First Trust Advisors L.P.
                      fifteen companies selected from a pre-screened First Trust
                      Advisors  subset of the stocks  included in the Nasdaq-100
                      Index as of the close of  business  on or about  L.P.  the
                      applicable  stock  selection  date  through  a  multi-step
                      process
- ----------- ------------------------------------------------------------------------------------------------ -----------------------
- ----------- ------------------------------------------------------------------------------------------------ -----------------------
                      Target  Small Cap:  seeks to provide  above-average  total
                      return by investing in common  stocks  issued by companies
                      that  are  expected  to have  the  potential  for  capital
                      appreciation.  Invests  primarily in the common  stocks of
 SMALL                small    capitalization    companies   selected   from   a
  CAP                 pre-screened subset of the common stocks listed on the New                           First Trust Advisors L.P.
                      York Stock  Exchange  the American  Stock  Exchange or The
                      NASDAQ  Stock  Market  as of the close of  business  on or
                      about the applicable  stock  selection date each year. The
                      fund primarily consists of a portfolio of 40 common stocks
                      which had the greatest  12-month stock price  appreciation
                      selected   annually  on  or  about  the  applicable  stock
                      selection date through a six-step process.
- ----------- ------------------------------------------------------------------------------------------------ -----------------------
- ----------- ------------------------------------------------------------------------------------------------ -----------------------
                      10 Uncommon Values: seeks to provide above-average capital
                      appreciation  by  investing  primarily  in the ten  common
                      stocks  selected by the  Investment  Policy  Committee  of
                      Lehman   Brothers  Inc.   ("Lehman   Brothers")  with  the
  VALUE               assistance of the Research  Department of Lehman  Brothers                           First Trust Advisors L.P.
                      which,  in their  opinion have the greatest  potential for
                      capital  appreciation  during the next year. Each year, on
                      or about the annual stock selection date, the fund expects
                      to invest in the securities  determined by Lehman Brothers
                      in relatively equal amounts.
- ----------- ------------------------------------------------------------------------------------------------ -----------------------
</TABLE>


[ASImpact  ONLY]  "Standard & Poor's(R),"  "S&P(R),"  "S&P 500(R),"  "Standard &
Poor's 500," and "500" are  trademarks of the  McGraw-Hill  Companies,  Inc. and
have been licensed for use by American Skandia Investment Services, Incorporated
and Bankers Trust. The Portfolio is not sponsored, endorsed, sold or promoted by
Standard & Poor's and Standard & Poor's makes no  representation  regarding  the
advisability of investing in the Portfolio.


WHAT ARE THE FIXED INVESTMENT OPTIONS?
We offer fixed investment options of different durations during the accumulation
phase. These "Fixed  Allocations" earn a guaranteed fixed rate of interest for a
specified  period of time,  called the  "Guarantee  Period." In most states,  we
offer Fixed Allocations with Guarantee Periods of 1, 2, 3, 5, 7 and 10 years. We
guarantee  the fixed  rate for the  entire  Guarantee  Period.  However,  if you
withdraw  the Account  Value  before the end of the  Guarantee  Period,  we will
adjust the value of your  withdrawal  or transfer  based on a formula,  called a
"Market Value Adjustment." The Market Value Adjustment can either be positive or
negative,  depending  on the rates that are  currently  being  credited on Fixed
Allocations.  Please  refer to the section  entitled  "How does the Market Value
Adjustment Work?" for a description of the formula along with examples of how it
is calculated.  You may allocate Account Value to more than one Fixed Allocation
at a time.

Fixed Allocations are currently not available in the state of Maryland,  Nevada,
Oregon, Utah and Washington.

FEES AND CHARGES


Certain charges may apply regardless of how you allocate Account Value among the
investment  options.  These are the  contingent  deferred  sales  charge and any
annuity tax charges.


WHAT ARE THE CONTRACT FEES AND CHARGES?
(The  Contingent  Deferred  Sales  Charge is often  referred to as a  "Surrender
Charge" or "CDSC".)


Contingent  Deferred  Sales Charge:  We may assess a Contingent  Deferred  Sales
Charge  (CDSC)  if you  surrender  your  Annuity  or  when  you  make a  partial
withdrawal.  The CDSC is calculated  as a percentage  of your  Purchase  Payment
being surrendered or withdrawn during the applicable Annuity Year. The amount of
the CDSC  decreases  over time,  measured from the date the Purchase  Payment is
applied. The CDSC percentages are shown below.


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

         YEARS                1      2      3      4      5     6      7     8+
            ------------- ------- ----- ------ ------ ------ ----- ------ ------
            ------------- ------- ----- ------ ------ ------ ----- ------ ------

         CHARGE (%)          6.0    6.0    5.0    5.0    4.0   3.0    2.0     0
        ----------------- ------- ----- ------ ------ ------ ----- ------ ------

Each Purchase  Payment has its own CDSC period.  When you make a withdrawal,  we
assume that the oldest  Purchase  Payment is being  withdrawn  first so that the
lowest  CDSC is deducted  from the amount  withdrawn.  After seven (7)  complete
years from the date you make a Purchase Payment, no CDSC will be assessed if you
withdraw or surrender that Purchase Payment.

Under certain  circumstances  you can withdraw a limited amount of Account Value
without paying a CDSC. This is referred to as a "Free  Withdrawal." We may waive
the CDSC under certain medically-related  circumstances or when taking a Minimum
Distribution  under an Annuity issued in connection  with a qualified  contract.
Free Withdrawals,  Medically-Related  Waivers and Minimum Distributions are each
explained more fully in the section entitled "Access to Your Account Value".

Reductions to the Contingent Deferred Sales Charge
We may  reduce  the  amount of the CDSC or the  length of time it  applies if we
determine that our sales expenses for a particular  individual or group is lower
than  expected.  Some of the factors we might consider in making such a decision
are: (a) the size and type of group; (b) the amounts of Purchase  Payments;  (c)
present  Owners  making   additional   Purchase   Payments;   and/or  (d)  other
transactions where sales expenses are likely to be reduced.

We will not  discriminate  unfairly  between  Annuity  purchasers if and when we
reduce the length or amount of the CDSC.

Exceptions to the Contingent Deferred Sales Charge
We do not  apply the CDSC  provision  on  Annuities  owned  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, officer or trustee of
any  underlying  mutual  fund;  (d) a  director,  officer  or  employee  of  any
investment manager, sub-advisor,  transfer agent, custodian,  auditing, legal or
administrative  services  provider  that  is  providing  investment  management,
advisory, transfer agency, custodianship,  auditing, legal and/or administrative
services to an  underlying  mutual  fund or any  affiliate  of such firm;  (e) a
director,  officer,  employee or registered representative of a broker-dealer or
insurance  agency that has a then current selling  agreement with us and/or with
American Skandia Marketing,  Incorporated;  (f) a director, officer, employee or
authorized  representative  of any  firm  providing  us or our  affiliates  with
regular  legal,  actuarial,  auditing,  underwriting,   claims,  administrative,
computer  support,  marketing,  office or other  services;  (g) the then current
spouse of any such person  noted in (b) through (f),  above;  (h) the parents of
any such person noted in (b) through (g), above; (i) such person's child(ren) or
other  legal  dependent  under the age of 21; and (j) the  siblings  of any such
persons  noted in (b)  through (h) above.  We will not  provide  any  Additional
Amounts  for  any  such  contracts  (see   "Additional   Amounts  in  the  Fixed
Allocations").

Annual  Maintenance  Fee:  During  the  accumulation  period we deduct an Annual
Maintenance  Fee.  The Annual  Maintenance  Fee is $35.00 or 2% of your  Account
Value invested in the variable investment  options,  whichever is less. This fee
will be deducted  annually on the  Anniversary  Date of your  Annuity or, if you
surrender  your Annuity during the annuity year, the fee is deducted at the time
of surrender.  We may increase the Annual Maintenance Fee. However, any increase
will only apply to Annuities issued after the date of the increase.

We may  reduce or  eliminate  the amount of the  Annual  Maintenance  Fee and/or
reduce  the  portion  of the  Insurance  Charge  for  administrative  costs when
Annuities are sold to  individuals  or a group of  individuals  in a manner that
reduces our 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.

We will not  discriminate  unfairly  between  Annuity  purchasers if and when we
eliminate  or reduce  the  Annual  Maintenance  Fee  and/or  the  portion of the
Insurance Charge attributed to the charge covering administrative costs.

Optional  Death  Benefits:  If you elect to purchase one of the  Optional  Death
Benefits,  we will deduct a charge from your Account Value on the anniversary of
your Annuity's Issue Date or, under certain  circumstances  on a date other than
the anniversary date. Please refer to the section entitled "Death Benefit" for a
description of the charge for each Optional Death Benefit.

Transfer Fee: You may make twelve (12) free transfers between investment options
each annuity year. We will charge $10.00 for each transfer  after the twelfth in
each annuity  year. We do not consider  transfers  made as part of a dollar cost
averaging  program when we count the twelve free  transfers.  Transfers  made as
part of a rebalancing,  market timing or third party investment advisory service
will be subject to the twelve-transfer limit. However, all transfers made on the
same day will be treated as one (1)  transfer.  Renewals or transfers of Account
Value from a Fixed Allocation at the end of its Guarantee Period are not subject
to the Transfer Fee and are not counted toward the twelve free transfers.

Tax Charges:  Several  states and some  municipalities  charge  premium taxes or
similar taxes. The amount of tax will vary from jurisdiction to jurisdiction and
is subject to change. The tax charge currently ranges up to 3 1/2%. We generally
will deduct the amount of tax  payable at the time the tax is  imposed,  but may
also decide to deduct tax charges  from each  Purchase  Payment at the time of a
withdrawal  or  surrender  of your  Annuity  or at the time  you  elect to begin
receiving annuity payments.  We may assess a charge against the Sub-accounts and
the Fixed  Allocations equal to any taxes which may be imposed upon the separate
accounts.

WHAT CHARGES APPLY SOLELY TO THE VARIABLE INVESTMENT OPTIONS?

Insurance  Charge: We deduct an Insurance Charge daily against the average daily
assets allocated to the Sub-accounts.  The charge is equal to 1.00% on an annual
basis.  This charge is for insurance  benefits,  including  the Annuity's  death
benefit that provides guaranteed benefits to your beneficiary even if the market
declines and the risk that persons we  guarantee  annuity  payments to will live
longer  than our  assumptions.  The  charge  also  covers  administrative  costs
associated  with providing the Annuity  benefits,  including  preparation of the
contract, confirmation statements, annual account statements and annual reports,
legal and accounting  fees as well as various  related  expenses.  Finally,  the
charge  covers  the risk  that our  assumptions  about  the  administrative  and
non-mortality expenses under this Annuity are incorrect. The Insurance Charge is
not deducted  against  assets  allocated to a fixed  investment  option.  We may
increase the portion of the Insurance Charge for administrative  costs. However,
any increase will only apply to Annuities issued after the date of the increase.

WHAT CHARGES APPLY TO THE FIXED ALLOCATIONS?

We take into consideration mortality, expense, administration,  profit and other
factors in  determining  the interest rates we credit to Fixed  Allocations.  No
specific fee or expenses are deducted when  determining the rate we credit.  Any
CDSC or Tax  Charge  applies  to  amounts  that  are  taken  from  the  variable
investment options or the Fixed Allocations.  A Market Value Adjustment may also
apply to transfers, certain withdrawals or surrender from a Fixed Allocation.


WHAT CHARGES APPLY IF I CHOOSE AN ANNUITY PAYOUT?

In certain  states a tax is due if and when you  exercise  your right to receive
periodic  annuity  payments.  We do not deduct any specific  charges  during the
payout  period.  However,  the  amount  payable  will  depend on the  applicable
jurisdiction  and on the annuity  payment  option you  select.  If you select an
option  that  guarantees  payment for life,  then the  payment  amount also will
depend on your age, and, where permitted by law, your gender.  In all cases, the
amount of each payment will depend on the Account Value of your Annuity when you
elect to begin annuity payments.


PURCHASING YOUR ANNUITY

WHAT ARE OUR REQUIREMENTS FOR PURCHASING THE ANNUITY?

Minimum  Initial  Purchase  Payment:  You must make a minimum  initial  Purchase
Payment of $10,000.  However,  if you decide to make payments under a systematic
investment or "bank drafting"  program,  we will accept a lower initial Purchase
Payment provided that,  within the first annuity year, you make at least $10,000
in total Purchase Payments.

Age Restrictions:  There is no age restriction to purchase the Annuity. However,
the basic Death Benefit provides greater protection for persons under age 70.

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

 -     Owner:  The Owner(s)  holds all rights under the Annuity.  You may name
       more than one Owner in which case all ownership  rights are held jointly.
       However, this Annuity does not provide a right of survivorship.  Refer to
       the Glossary of Terms for a complete description of the term "Owner."
 -     Annuitant:  The  Annuitant  is the  person we agree to make  annuity
       payments to and upon whose life we continue  to make such  payments.  You
       must  name an  Annuitant  who is a  natural  person.  We do not  accept a
       designation of joint  Annuitants.  Where allowed by law, you may name one
       or more  Contingent  Annuitants.  A Contingent  Annuitant will become the
       Annuitant if the Annuitant dies before the Annuity Date.
 -     Beneficiary:  The Beneficiary is the person(s) or entity you name to
       receive the death  benefit.  If no beneficiary is named the death benefit
       will be paid to you or your estate.


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


MANAGING YOUR ANNUITY

MAY I CHANGE THE OWNER, ANNUITANT AND BENEFICIARY DESIGNATIONS?
You may change the Owner, Annuitant and Beneficiary designations by sending us a
request in writing.  Where  allowed by law,  such changes will be subject to our
acceptance.  Some of the changes we will not accept include, but are not limited
to:  
- - 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;
- - a new Annuitant  subsequent to the Annuity Date if the annuity option selected
includes a life contingency;
- - a new  Annuitant  prior  to the  Annuity  Date if the  Annuity  is owned by an
entity; and
- - a change  in  Beneficiary  if the Owner had  previously  made the  designation
irrevocable.

Spousal Owners/Spousal Beneficiaries
If an Annuity is owned  jointly by spouses,  the death  benefit  will be payable
upon the death of the first spouse.  However, if the sole primary Beneficiary is
designated as one of the following: 
- - "surviving  spouse";  
- - each spouse named individually upon the death of the other; or
- - a  designation  which we, in our sole  discretion,  determine to be of similar
intent; then


upon the death of either Owner,  the surviving spouse may elect to be treated as
the  Owner  and  continue  the  Annuity,  subject  to  its  existing  terms  and
conditions, instead of taking the Death Benefit.

MAY I RETURN THE ANNUITY IF I CHANGE MY MIND?
(The right to return the  Annuity is  referred  to as the  "free-look"  right or
"right to cancel.")


If after purchasing your Annuity you change your mind and decide that you do not
want it,  you may  return it to us within a  certain  period of time  known as a
free-look  period.  Depending on the state in which you purchased  your Annuity,
the  free-look  period  may be ten (10)  days,  twenty-one  (21) days or longer,
measured  from the time that you received your  Annuity.  If you free-look  your
Annuity,  we will refund your current Account Value minus any additional amounts
we applied to your Annuity based on your  Purchase  Payments plus any tax charge
deducted.  This  amount  may be higher  or lower  than  your  original  Purchase
Payment. Certain states require that we return your current Account Value or the
amount of your initial  Purchase  Payment,  whichever is greater.  The same rule
applies to an Annuity  that is purchased as an IRA. In those states where we are
required to return the greater of your  Purchase  Payment or Account  Value,  we
will allocate your Account Value to the AST Money Market  Sub-account during the
free-look  period and for a  reasonable  additional  amount of time to allow for
delivery of your Annuity.


MAY I MAKE ADDITIONAL PURCHASE PAYMENTS?
The minimum  amount  that we accept as an  additional  Purchase  Payment is $100
unless you  participate in American  Skandia's  Systematic  Investment Plan or a
periodic  purchase  payment  program.  An  additional  Purchase  Payment will be
returned if we have not received written allocation instructions.

ADDITIONAL AMOUNTS ON QUALIFYING PURCHASE PAYMENTS
Under certain  circumstances we may credit Additional amounts to your Annuity if
you submit a large initial or subsequent Purchase Payment. Each Purchase Payment
must qualify  separately to receive any  Additional  Amounts.  As of the date of
this Prospectus,  Additional Amounts are being offered.  However, we may modify,
suspend  or  terminate  this  program  at any time at our sole  discretion.  Any
Additional Amounts are provided from our general account.

Additional  Amounts  are  payable as a  percentage  of the  qualifying  Purchase
Payment  made to your  Annuity  according to the  breakpoints  shown below.  The
percentage  also  depends  on the age of the  oldest of any Owner on the date we
apply the Purchase  Payment to your  Annuity.  If the Owner of the Annuity is an
entity, the age is determined based on the age of the Annuitant.

<TABLE>
<CAPTION>
                   ----------------------------------------- -------------------------------------
                                                                      Additional Amount*
                               Purchase Payment
                                                             Less than Age 80     Age 80 or more
                                                                                  
                                                                                     
                   ----------------------------------------- ------------------ ------------------
                   ----------------------------------------- ------------------ ------------------
                   <S>                                             <C>                <C>
                   Between $1,000,000 and $4,999,999               2.0%               1.0%
                   ----------------------------------------- ------------------ ------------------ 
                   ----------------------------------------- ------------------ ------------------ 
                   $5,000,000 or greater                           3.0%               1.5%
                   ----------------------------------------- ------------------ ------------------ 
                    *  as a percentage of the Purchase Payment.
</TABLE>

Additional Amounts are not offered on Purchase Payments of less than $1 million.

How are Additional Amounts applied to my Account Value?
Any  Additional  Amounts are  allocated  to your  Account  Value at the time the
qualifying Purchase Payment is applied to your Account Value. Additional Amounts
are  allocated  to the  investment  options in the same ratio as the  applicable
Purchase Payment is applied.

Special Treatment of Additional Amounts
- -    Any Additional Amounts applied to your Annuity can be recovered by American
     Skandia if you elect to "free-look"  your Annuity.  The amount  returned to
     you will not include any Additional Amounts.
- -    We do not consider  Additional Amounts to be "investment in the contract"
     for income tax purposes.
- -    You may not  withdraw  any  Additional  Amounts  under the Free  Withdrawal
     provision without  assessment of the contingent  deferred sales charge (see
     "Can I make withdrawals from my Annuity without a CDSC?").

Additional Amounts applied to estimated Purchase Payments
Under  certain  circumstances,  we may  consider two or more  separate  Purchase
Payments as if they had been  submitted  at the same time when  determining  the
percentage to apply based on the  breakpoints  described  above.  To make use of
this  procedure,  often  referred to as a "letter of intent",  you must  provide
evidence of your intention to submit the cumulative additional Purchase Payments
within a 13-month period. A letter of intent must be provided to us prior to the
Issue  Date to be  effective.  Acceptance  of a letter  of intent is at our sole
discretion and may be subject to restrictions as to the minimum initial Purchase
Payment that must be submitted to receive the next higher breakpoint.

Failure  to inform  us that you  intend to  submit  two or more  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 your Annuity.

If you submit a letter of intent and receive  Additional  Amounts that otherwise
would not have applied BUT do not submit the required  Purchase  Payments during
the  13-month  period as required  by your letter of intent,  we may recover any
Additional  Amounts  pro-rata from the investment  options based on your Account
Values as of the date we act to recover the Additional Amounts. If the amount of
the  recovery  exceeds your then current  Surrender  Value,  we will recover all
remaining Account Value and terminate your Annuity.

MAY I MAKE SCHEDULED PAYMENTS DIRECTLY FROM MY BANK ACCOUNT?
You can make additional  Purchase  Payments to your Annuity by authorizing us to
deduct money  directly  from your bank account and applying it to your  Annuity.
This type of program is often called "bank drafting".  We call our bank drafting
program "American Skandia's Systematic  Investment Plan." Purchase Payments made
through bank drafting may only be allocated to the variable  investment options.
Bank drafting  allows you to invest in an Annuity with a lower initial  Purchase
Payment,  as long as you  authorize  payments  that will equal at least  $10,000
during  the first 12 months  of your  Annuity.  We may  suspend  or cancel  bank
drafting  privileges if sufficient  funds are not available  from the applicable
financial institution on any date that a transaction is scheduled to occur.


MAY I MAKE PURCHASE PAYMENTS THROUGH A SALARY REDUCTION PROGRAM?
These types of programs are only available with certain types of plans.  If your
employer  sponsors  such a  program,  we may agree to accept  periodic  Purchase
Payments through a salary reduction  program as long as the allocations are made
only to variable  investment options and the periodic Purchase Payments received
in the first year total at least $10,000.

MANAGING YOUR ACCOUNT VALUE

HOW AND WHEN ARE PURCHASE PAYMENTS INVESTED?

(See "Valuing Your  Investment"  for a description  of our procedure for pricing
initial and subsequent Purchase Payments.)

Initial Purchase Payment:  Once we accept your  application,  we invest your net
Purchase  Payment in the  Annuity.  The net  Purchase  Payment  is your  initial
Purchase  Payment minus any tax charges that may apply.  On your  application we
ask you to provide us with  instructions  for allocating your Account Value. You
can allocate Account Value to one or more variable  investment  options or Fixed
Allocations.  In those  states  where we are  required to return  your  Purchase
Payment if you elect to  "free-look"  your  Annuity,  we initially  allocate all
amounts  that you choose to allocate to the variable  investment  options to the
AST  Money  Market  Sub-account.  At the end of the  "free-look"  period we will
reallocate  your  Account  Value  according  to  your  most  recent   allocation
instructions.  Where  permitted by law, we will allocate your Purchase  Payments
according to your initial  instructions,  without temporarily  allocating to the
AST Money Market Sub-account.  To do this, we will ask that you execute our form
called a "return waiver" that authorizes us to allocate your Purchase Payment to
your chosen Sub-accounts immediately. If you submit the "return waiver" and then
decide to return your Annuity during the free-look period, you will receive your
current  Account  Value  which may be more or less than  your  initial  Purchase
Payment (see "May I Return the Annuity if I Change my Mind?").

Subsequent Purchase Payments:  We will allocate any additional Purchase Payments
you  make  according  to  your  most  recent  allocation  instructions.  If  any
rebalancing,  asset  allocation  or market  timing  programs are in effect,  the
allocation  must  conform  with  such a  program.  We assume  that your  current
allocation  instructions  are valid for subsequent  Purchase  Payments until you
make a change to those  allocations or request new allocations when you submit a
new Purchase Payment.

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

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

We reserve the right to limit the number of  transfers  in any Annuity  Year for
all  existing  or new 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: (a) we believe that excessive  trading or a specific transfer
request or group of  transfer  requests  may have a  detrimental  effect on Unit
Values or the share prices of the  Portfolios;  or (b) we are informed by one or
more of the  Portfolios  that the  purchase  or  redemption  of  shares  must be
restricted  because of  excessive  trading or a  specific  transfer  or group of
transfers is deemed to have a detrimental effect on the share prices of affected
Portfolios. Without limiting the above, the most likely scenario where either of
the above  could  occur  would be if the  aggregate  amount of a trade or trades
represented  a relatively  large  proportion of the total assets of a particular
Portfolio. Under such a circumstance, we will process transfers according to our
rules then in effect and provide notice if the transfer request was denied. If a
transfer request is denied, a new transfer request may be required.

DO YOU OFFER DOLLAR COST AVERAGING?
Yes. We offer Dollar Cost Averaging during the accumulation period.  Dollar Cost
Averaging  allows you to  systematically  transfer an amount each month from one
investment  option to one or more other  investment  options.  You can choose to
transfer earnings only, principal plus earnings or a flat dollar amount.  Dollar
Cost  Averaging  allows you to invest  regularly  each month,  regardless of the
current unit value (or price) of the  Sub-account(s) you invest in. This enables
you to purchase more units when the market price is low and fewer units when the
market  price is high.  This may  result in a lower  average  cost of units over
time. However, there is no guarantee that Dollar Cost Averaging will result in a
profit or protect against a loss in a declining market.

You must have a minimum  Account Value of at least $10,000 to enroll in a Dollar
Cost Averaging program.

You  can  Dollar  Cost  Average  from  variable   investment  options  or  Fixed
Allocations. Dollar Cost Averaging from Fixed Allocations is subject to a number
of rules that include, but are not limited to the following:
- -     You may only use Fixed  Allocations  with Guarantee  Periods of 1, 2 or 3
      years.
- -    You may only Dollar Cost Average  earnings or principal plus  earnings.  If
     transferring  principal plus earnings, the program must be designed to last
    the entire Guarantee Period for the Fixed Allocation.

- -    Dollar Cost Averaging transfers from Fixed Allocations are not subject to
     a Market Value Adjustment.

We may credit additional  amounts to your Account Value if you allocate Purchase
Payments to Fixed  Allocations as part of a dollar cost averaging  program.  Any
such offer is at our sole discretion and may be cancelled at any point. Specific
rules  may  also  apply,  including  a  change  to the  MVA  formula.  For  more
information see "Additional Amounts in the Fixed Allocation."

DO YOU OFFER ANY AUTOMATIC REBALANCING PROGRAMS?
Yes. During the accumulation  period,  we offer automatic  rebalancing among the
variable  investment  options  you choose.  You can choose to have your  Account
Value rebalanced quarterly, semi-annually, or annually. On the appropriate date,
your variable  investment  options are rebalanced to the allocation  percentages
you request.  For example,  over time the performance of the variable investment
options  will  differ,  causing  your  percentage  allocations  to  shift.  With
automatic   rebalancing,   we   transfer   the   appropriate   amount  from  the
"overweighted"  Sub-accounts to the "underweighted"  Sub-accounts to return your
allocations to the  percentages  you request.  If you request a transfer from or
into any variable investment option  participating in the automatic  rebalancing
program, we will assume that you wish to change your rebalancing  percentages as
well, and will  automatically  adjust the rebalancing  percentages in accordance
with the transfer unless we receive alternate instructions from you.

You must have a minimum Account Value of at least $10,000 to enroll in automatic
rebalancing.  All  rebalancing  transfers  made  on the  same  day as part of an
automatic  rebalancing  program are considered as one transfer when counting the
number of transfers each year toward the maximum of 12 free transfers.

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


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

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

We may credit  additional  amounts to Fixed Allocations if you allocate Purchase
Payments in accordance with the balanced  investment  program we offer. Any such
offer is at our sole  discretion  and may be  cancelled  at any point.  Specific
rules  may  also  apply,  including  a  change  to the  MVA  formula.  For  more
information see "Additional Amounts in the Fixed Allocations."

MAY I AUTHORIZE MY FINANCIAL REPRESENTATIVE TO MANAGE MY ACCOUNT?
You may authorize your financial  representative  to decide on the allocation of
your Account Value and to make transfers between investment options,  subject to
our rules.  However,  we can suspend or cancel these  privileges at any time. We
will notify you if we do.

We may restrict the  available  investment  options if you authorize a financial
representative  to make  financial  transactions  for you. We do this so that no
financial  representative is in a position to control transfers of large amounts
of money for multiple  clients into or out of any of the  underlying  portfolios
that  have  expressed  concern  about  movement  of  a  large  proportion  of  a
portfolio's assets


We may also  establish  different  "cut-off  times" by which we must receive all
financial  transactions for certain underlying portfolios.  Currently,  only the
three  portfolios of the Rydex Variable  Trust are subject to this  restriction.
Financial  transactions  must be received by us no later than 3:00 p.m.  Eastern
time to be processed on the current  Valuation Day. If you request a transaction
involving the purchase or  redemption of Units in one of the Rydex  Sub-accounts
after 3:00 p.m. Eastern time, we will deem your request as received by us on the
next Valuation Day.


We or an  affiliate  of ours may  provide  administrative  support to  financial
representatives   who  make   transfers   on  your   behalf.   These   financial
representatives  may be  firms  or  persons  who  also  are  appointed  by us as
authorized sellers of the Annuity. However, we do not offer you advice about how
to allocate your Account  Value under any  circumstance.  Any financial  firm or
representative you engage to provide advice and/or make transfers for you is not
acting  on our  behalf.  We are not  responsible  for any  recommendations  such
financial  representatives  make, any market timing or asset allocation programs
they choose to follow or any specific transfers they make on your behalf.


HOW DO THE FIXED INVESTMENT OPTIONS WORK?
(Fixed  Allocations  may not be available in all states and may not be available
in certain durations.)

Fixed Allocations  currently are offered with Guarantee Periods of 1, 2, 3, 5, 7
and 10  years.  We  credit  the  fixed  interest  rate to the  Fixed  Allocation
throughout a set period of time called a "Guarantee  Period." The interest  rate
credited to a Fixed  Allocation is the rate in effect when the Guarantee  Period
begins  and does not  change  during  the  Guarantee  Period.  The  rates are an
effective  annual rate of  interest.  We determine  the  interest  rates for the
various Guarantee Periods. At the time that we confirm your Fixed Allocation, we
will  advise  you of the  interest  rate in  effect  and  the  date  your  Fixed
Allocation  matures.  We may change the rates we credit new Fixed Allocations at
any time. To inquire as to the current rates for Fixed Allocations,  please call
1-800-766-4530.

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

To the extent  permitted by law, we may  increase  interest  rates  offered to a
class of Owners who 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 "Do You Offer Dollar Cost Averaging?") or
the balanced  investment  program (see "Do You Offer a Program to Balance  Fixed
and Variable Investments?"). Any such program is at our sole discretion.

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

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


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


MVA Formula
The MVA formula is applied  separately to each Fixed Allocation.  The formula is
as follows:
                                                   
                           [(1+I) / (1+J+0.0010)]N/12

                                     where:

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

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

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

If you surrender your Annuity under the "free-look"  provision,  the MVA formula
is [(1 + I)/(1 + J)]N/12.

If the  transfer  or  withdrawal  does  not  occur  on  the  yearly  or  monthly
anniversary  of the beginning of the Fixed  Allocation,  the numbers used in `J'
and `N' will be rounded to the next highest integer.

MVA Examples

The following  hypothetical  examples show the effect of the MVA in  determining
Account  Value.  Assume the  following:  
- -        You allocate $50,000 into a Fixed Allocation with a Guarantee Period of
         5 years.
- -        The interest rate for your Fixed Allocation is 5.0% (I = 5.0%).
- -        You make no withdrawals or transfers  until you decided to withdraw the
         entire Fixed  Allocation  after exactly  three (3) years,  therefore 24
         months remain before the Maturity Date (N = 24).

Example of Positive MVA
Assume that at the time you request the withdrawal,  the fixed interest rate for
a new Fixed  Allocation with a Guarantee Period of 24 months is 3.5% (J = 3.5%).
Based on these assumptions, the MVA would be calculated as follows:

        MVA Factor = [(1+I)/(I+J+0.0010)]N/12 = [1.05/1.036]2 = 1.027210
                           Interim Value = $__________
       Account Value after MVA = Interim Value X MVA Factor = $59,456.20.

Example of Negative MVA
Assume that at the time you request the withdrawal,  the fixed interest rate for
a new Fixed  Allocation with a Guarantee Period of 24 months is 6.0% (J = 6.0%).
Based on these assumptions, the MVA would be calculated as follows:

       MVA Factor = [(1+I)/(1+J+0.0010)]N/12 = [1.05/1.061)]2 = 0.979372
                           Interim Value = $__________
       Account Value after MVA = Interim Value X MVA Factor = $56,687.28.


WHAT HAPPENS WHEN MY GUARANTEE PERIOD MATURES?
The  "Maturity  Date" for a Fixed  Allocation  is the last day of the  Guarantee
Period. On the Maturity Date, you may choose to renew the Fixed Allocation for a
new Guarantee  Period of the same or different length or you may transfer all or
part of that Fixed Allocation's  Account Value to another Fixed Allocation or to
one or more Sub-accounts.  If you do not specify how you want a Fixed Allocation
to be allocated on its Maturity Date, it will be renewed for a Fixed  Allocation
of the same duration. We will notify you 60 days before the end of the Guarantee
Period about the fixed  interest  rates that we are  currently  crediting to all
Fixed  Allocations  that are being  offered.  The rates being  credited to Fixed
Allocations may change before the Maturity Date. We will not charge a MVA if you
choose to renew a Fixed  Allocation on its Maturity Date or transfer the Account
Value to one or more variable investment options.

ADDITIONAL AMOUNTS IN THE FIXED ALLOCATIONS
If you  allocate  Account  Value to the Fixed  Allocations  and  participate  in
certain  programs we offer to help you to manage your  Annuity's  Account Value,
under  certain  circumstances  we may apply  Additional  Amounts to your Account
Value allocated to the Fixed  Allocation.  Additional  Amounts may be offered at
any time at our sole discretion.  When offered,  Additional Amounts are provided
from our general account.


Any program to provide  Additional  Amounts to Fixed  Allocations are subject to
the following rules:
- -        Additional  Amounts are only offered if you  participate  in a balanced
         investment  program  (see "Do you offer a program to balance  fixed and
         variable  investment  options?") or dollar cost averaging (see " Do you
         offer Dollar Cost Averaging?").
- -        Additional Amounts are only available on initial or additional Purchase
         Payments. Account Value cannot be transferred to a Fixed Allocation for
         use in the applicable programs. Additional Amounts are not available on
         an Annuity  that is issued  following  an exchange  of another  annuity
         issued by us.
- -        You may not withdraw any Additional  Amounts under the Free  Withdrawal
         provision  without  assessment of the contingent  deferred sales charge
         (see "Can I make withdrawals from my Annuity without a CDSC?).
- -        If  Additional  Amounts  are  applied  to a Fixed  Allocation,  the MVA
         formula is revised as follows:

                           [(1+I) / (1+J+0.0020)]N/12

         Please refer to the section of the  Prospectus  entitled  "How does the
         Market Value Adjustment Work?" for a discussion of the MVA formula.

- -        We do not consider  Additional  Amounts as "investment in the contract"
         for income tax purposes.
- -        We may require that you allocate  Account  Value to a Fixed  Allocation
         with a Guarantee Period of certain duration (i.e. 10 years).
- -        Specific  rules  apply in relation  to the  duration  of the  Guarantee
         Period  you must  choose  to be  eligible  to  receive  any  Additional
         Amounts,  and the date on which we allocate any  Additional  Amounts to
         the Fixed  Allocation  and begin  crediting  interest on the Additional
         Amount.

AMERICAN SKANDIA'S INVESTORS EDGE [AS Impact only]

- --------------------------------------------------------------------------------
This benefit is being offered as of May 1, 1999 in those  jurisdictions where we
have received  regulatory  approvals.  Certain terms and  conditions  may differ
between jurisdictions once approved.
- --------------------------------------------------------------------------------

Do you provide any guarantees on my investment?
The Annuity provides variable  investment options and fixed investment  options.
Only  the  fixed  investment   options  provide  a  guaranteed  return  on  your
investment,  subject to certain  terms and  conditions.  However,  your  Annuity
includes a feature at no additional cost that provides  certain benefits if your
Account  Value  has not  reached  or  exceeded  a  "target  value"  on its  10th
anniversary.  If, on the 10th  anniversary  of your Annuity's  Issue Date,  your
Account Value has not reached the target value (as defined below) you can choose
either of the following benefits:

- -        You may  continue  your  Annuity  without  electing to receive  Annuity
         payments  and receive an annual  credit to your Account  Value  payable
         until you begin  receiving  Annuity  payments.  The  credit is equal to
         0.25% of the average of your Annuity's  Account Value for the preceding
         four  complete  calendar  quarters.  This  credit  is  applied  to your
         investment  options  pro-rata  based  on the  allocation  of your  then
         current Account Value.

- -        You may begin receiving  Annuity  payments within one year and accept a
         one-time  credit to your Annuity equal to 10% of the net of the Account
         Value on the 10th  anniversary  of its Issue  Date minus the sum of all
         Purchase  Payments  allocated in the prior 5 years.  The annuity option
         you select must  initially  guarantee  payments for not less than seven
         years.

Following the 10th  anniversary of your Annuity's Issue Date, we will inform you
if your Account  Value did not meet or exceed the Target  Value.  We will assume
that you have elected to receive the annual credit to your Account Value unless,
not less than 30 days prior to the next  anniversary of the Annuity,  we receive
at our home office your election to begin receiving Annuity payments.

Certain  provisions  of this feature and of the Target Value  Credits  described
below  may  differ  if  you  purchase  your  Annuity  as  part  of an  exchange,
replacement or transfer, in whole or in part, from any other Annuity we issue.

What is the "Target Value" and how is it calculated?
The Target Value is a tool used to  determine  whether you are eligible to elect
either of the  benefits  described  above.  The Target Value does not impact the
Account  Value  available  if you  surrender  your  Annuity  or  make a  partial
withdrawal   and  does  not  impact  the  Death   Benefit   available   to  your
Beneficiary(ies).  The  Target  Value  assumes  a rate of  return  over ten (10)
Annuity  years  that will  allow  your  initial  investment  to double in value,
adjusted for any withdrawals and/or additional Purchase Payments you make during
the 10 year period. We calculate the "Target Value" as follows:

1.       Accumulate the initial  Purchase  Payment at an annual interest rate of
         7.2% until the 10th anniversary of the Annuity's Issue Date; plus
2.       Accumulate any additional  Purchase Payments at an annual interest rate
         of 7.2%  from the  date  applied  until  the  10th  anniversary  of the
         Annuity's Issue Date; minus
3.       Each   "proportional   reduction"   resulting   from  any   withdrawal,
         accumulating  at an  annual  interest  rate of 7.2%  from  the date the
         withdrawal  is processed  until the 10th  anniversary  of the Annuity's
         Issue Date. We determine each  "proportional  reduction" by determining
         the  percentage of your Account  Value then  withdrawn and reducing the
         Target Value by that same percentage.  We include any withdrawals under
         your Annuity in this  calculation,  including  the charge we deduct for
         any optional  benefits you elect under the Annuity,  but not  including
         the Annual Maintenance Fee or the Transfer Fee.

Examples
1.   Assume you make an initial  Purchase Payment of $10,000 and make no further
     Purchase  Payments.  The  Target  Value  on the  10th  anniversary  of your
     Annuity's  Issue Date would be $20,042,  assuming no withdrawals  are made.
     This is equal to  $10,000  accumulating  at an annual  rate of 7.2% for the
     10-year period.

2.   Assume you make an initial  Purchase Payment of $10,000 and make no further
     Purchase  Payments.  Assume  at the end of Year 6, your  Account  Value has
     increased to $15,000 and you make a withdrawal of 10% or $1,500. The Target
     Value on the 10th  anniversary  would be $18,722.  This is equal to $10,000
     accumulating  at an annual rate of 7.2% for the 10-year  period,  minus the
     proportional reduction accumulating at an annual interest rate of 7.2%.

Can I restart the 10-year Target Value calculation?
Yes,  you can elect to lock in the growth in your  Annuity by  "restarting"  the
10-year period on any anniversary of the Issue Date. If you elect to restart the
calculation  period,  we will treat your Account Value on the restart date as if
it was your Purchase  Payment when  determining if your Annuity's  Account Value
meets or exceeds the Target Value on the appropriate  tenth (10th)  anniversary.
You may elect to restart the  calculation  more than once,  in which  case,  the
10-year  calculation  period will begin on the date of the last restart date. We
must receive  your  election to restart the  calculation  at our home office not
later than 30 days after each anniversary of the Issue Date.

What are Target Value Credits?
Target Value Credits are additional  amounts that we apply to your Account Value
to  increase  the  likelihood  that your  Account  Value will meet or exceed the
Target Value.  Target Value Credits are payable on all Purchase Payments applied
before the first anniversary of the Issue Date of your Annuity.

The  amount  of the  Target  Value  Credit  is equal to 1.0% of each  qualifying
Purchase Payment.  Target Value Credits are only payable on qualifying  Purchase
Payments if the  Owner(s) of the Annuity  is(are)  less than age 81 on its Issue
Date. If the Annuity is owned by an entity,  the age restriction  applies to the
age of the Annuitant on the Issue Date.  The Target Value Credit is payable from
our general account and is allocated to the investment options in the same ratio
that the qualifying Purchase Payment is allocated.

Target Value  Credits will not be available if you purchase your Annuity as part
of an exchange,  replacement or transfer,  in whole or in part, of an Annuity we
issued that has the same or a similar benefit.

Recovery of Target Value Credits
We can  recover  the  amount of any  Target  Value  Credit  under the  following
circumstances:

1.       If you surrender your Annuity before the 10th  anniversary of the Issue
         Date of the Annuity.
2.       If you  elect to begin  receiving  Annuity  payments  before  the first
         anniversary of the Issue Date.
3.       If a person  on  whose  life we pay the  Death  Benefit  dies,  or if a
         "contingency event" occurs which triggers a medically-related surrender
         (a) within 12 months after the date a Target Value Credit was allocated
         to your Account Value; or
         (b) within 10 years after the date a Target Value Credit was  allocated
         to your  Account  Value if any owner was over age 70 on the Issue Date,
         or, if the Annuity was then owned by an entity,  the Annuitant was over
         age 70 on the Issue Date.

ACCESS TO ACCOUNT VALUE

WHAT TYPES OF DISTRIBUTIONS ARE AVAILABLE TO ME?
During the accumulation  phase you can access your Account Value through Partial
Withdrawals,  Systematic  Withdrawals,  and  where  required  for tax  purposes,
Minimum Distributions. You can also surrender your Annuity at any time. When you
access your Account  Value,  we may deduct a portion of the Account  Value being
withdrawn or surrendered as a CDSC. We may also apply a Market Value  Adjustment
when we determine  your Account Value.  Certain  amounts may be available to you
each  annuity  year  that are not  subject  to a CDSC.  These are  called  "Free
Withdrawals." In addition,  under certain  circumstances,  we may waive the CDSC
for surrenders made for qualified  medical  reasons or for  withdrawals  made to
satisfy  Minimum  Distribution  requirements.  Unless you notify us differently,
withdrawals  are taken  pro-rata  based on the Account  Value in the  investment
options at the time we receive your withdrawal  request.  Each of these types of
distributions is described more fully below.


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

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

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


CAN I WITHDRAW A PORTION OF MY ANNUITY?
Yes, you can make a withdrawal  during the  accumulation  phase.  We call this a
"Partial  Withdrawal."  The  amount  that you may  withdraw  will  depend on the
Annuity's Surrender Value. After any Partial Withdrawal,  your Annuity must have
a Surrender  Value of at least  $1,000,  or we may treat the Partial  Withdrawal
request  as a request to fully  surrender  your  Annuity.  The  minimum  Partial
Withdrawal you may request is $100.

IS THERE A CHARGE FOR A PARTIAL WITHDRAWAL?

A CDSC may be assessed against a Partial Withdrawal.  Whether a CDSC applies and
the amount to be charged depends on whether the Partial  Withdrawal  exceeds any
Free Withdrawal  amount and, if so, the length of time that the Purchase Payment
being withdrawn has been invested in the Annuity.


If you request a Partial Withdrawal:
1.   we determine if the amount you requested is available as a Free  Withdrawal
     (in which case it would not be subject to a CDSC);

Then if the amount requested exceeds the available Free Withdrawal amount:
2.   we withdraw the amount from  Purchase  Payments that have been invested for
     longer than the CDSC period (with your Annuity, seven (7) years), if any;

Then if the amount requested exceeds that amount:
3.   we withdraw the remaining amount from the Purchase  Payments that are still
     subject  to a CDSC.  We  withdraw  the  amount  from the  "oldest"  of your
     Purchase  Payments,  which will result in the lowest CDSC being  applied to
     the amount withdrawn.

Then if the amount exceeds Purchase Payments still subject to a CDSC:
4.   we  withdraw  the  remaining  amount  from  other  surrender  value  due to
     Additional Amounts on Qualifying  Purchase Payments,  Additional Amounts in
     the Fixed Allocations and any Target Value Credits.

CAN I MAKE WITHDRAWALS FROM MY ANNUITY WITHOUT A CDSC?
Yes. During the accumulation  phase you may withdraw a limited amount of Account
Value  each  annuity  year from which we do not  deduct a CDSC.  This  amount is
called the "Free  Withdrawal"  amount.  Free  Withdrawals  are available to meet
liquidity  needs. The amount of any Free Withdrawal is not available at the time
an Annuity is  surrendered.  NOTE:  Withdrawals of any type made prior to age 59
1/2 may be subject to a 10% tax penalty.

HOW MUCH CAN I WITHDRAW AS A FREE WITHDRAWAL?
The maximum Free Withdrawal amount during any Annuity Year is the greater of:

- -    the "Growth" in the Annuity; or

- -    10% of Purchase Payments that, as of the date of the withdrawal,  have been
     invested  for less  than the CDSC  period  (with  your  Annuity,  seven (7)
     years). The 10% amount is not cumulative.

"Growth" equals the current  Account Value less all Purchase  Payments that have
been  invested  for  less  than  the CDSC  period  and have not been  previously
withdrawn.  "Growth" does not include any additional  amounts we applied to your
Annuity based on your Purchase  Payments (see  "Additional  Amounts in the Fixed
Allocations", "Additional Amounts on Qualifying Purchase Payments" and "What are
Target Value Credits").

NOTE:  Free  withdrawals  do not reduce the amount of any CDSC that would  apply
upon a partial withdrawal or subsequent  surrender.  The minimum Free Withdrawal
you may request is $100.

Examples
Assume you make a $10,000  Purchase  Payment at the time your Annuity is issued.
You  make  no  additional  Purchase  Payments,  yet due to  positive  investment
performance,  your Account Value is $11,500 in your second  Annuity  Year.  Your
maximum Free  Withdrawal  amount would be the greater of Growth  (Account  Value
minus Purchase  Payments = $1,500) or 10% of Purchase  Payments  ($1,000).  Your
maximum Free Withdrawal amount would therefore be $1,500.

Further  assume that in your third  annuity year,  you choose to surrender  your
Annuity.  Assume that after taking your $1,500 Free  Withdrawal  in Year 2, your
Account Value has increased to $12,000 due to positive  investment  performance.
Upon surrender,  we will deduct a CDSC of 5.0% based on the number of years that
your  Purchase  Payment  has been  invested  times the  amount of your  Purchase
Payment that has not been  previously  withdrawn  (5.0% of $10,000 = $500).  The
amount of the previous Free Withdrawal was not subject to a CDSC when withdrawn.
Therefore,  upon surrender, the amount of the entire Purchase Payment is subject
to the CDSC.  You would  receive  $11,500.  The Annual  Maintenance  Fee and any
Target Value Credits would also be deducted if the Annuity is being surrendered.

When we  determine  if a CDSC  applies to  Partial  Withdrawals  and  Systematic
Withdrawals,  we will first  determine  what, if any,  amounts qualify as a Free
Withdrawal.  Those  amounts are not subject to the CDSC.  Partial  Withdrawal or
Systematic Withdrawal of amounts greater than the maximum Free Withdrawal amount
will be subject to a CDSC.

CAN I MAKE PERIODIC WITHDRAWALS FROM THE ANNUITY DURING THE ACCUMULATION PERIOD?
Yes.  We  call  these  "Systematic  Withdrawals."  You  can  receive  Systematic
Withdrawals of earnings  only,  principal plus earnings or a flat dollar amount.
Systematic  Withdrawals  may be subject to a CDSC. We will  determine  whether a
CDSC  applies  and  the  amount  in the  same  way  as we  would  for a  Partial
Withdrawal.

Systematic  Withdrawals can be made from Account Value allocated to the variable
investment options or Fixed Allocations.  Generally, Systematic Withdrawals from
Fixed  Allocations  are  limited  to  earnings  accrued  after  the  program  of
Systematic  Withdrawals  begins, or payments of fixed dollar amounts that do not
exceed  such  earnings.  Systematic  Withdrawals  are  available  on a  monthly,
quarterly, semi-annual or annual basis. The Surrender Value of your Annuity must
be at least  $20,000  before we will allow you to begin a program of  Systematic
Withdrawals.

The minimum  amount for each  Systematic  Withdrawal  is $100.  If any scheduled
Systematic  Withdrawal is for less than $100, we may postpone the withdrawal and
add the  expected  amount  to the  amount  that is to be  withdrawn  on the next
scheduled Systematic Withdrawal.

DO YOU OFFER A PROGRAM  FOR  WITHDRAWALS  UNDER  SECTION  72(t) OF THE  INTERNAL
REVENUE CODE?
Yes. If your Annuity is used as a funding vehicle for certain  retirement  plans
that receive  special tax treatment  under  Sections  401,  403(b) or 408 of the
Code,  Section 72(t) of the Code may provide an exception to the 10% penalty tax
on distributions made prior to age 59 1/2 if you elect to receive  distributions
as a series of "substantially equal periodic payments".  Distributions  received
under  this  provision  in any  annuity  year that  exceed  the  maximum  amount
available as a free  withdrawal  will be subject to a CDSC. To request a program
that  complies  with Section  72(t),  you must provide us with certain  required
information in writing on a form acceptable to us. We may require advance notice
to allow us to calculate the amount of 72(t) withdrawals. The Surrender Value of
your  Annuity  must be at least  $20,000  before  we will  allow  you to begin a
program for withdrawals under Section 72(t).
The minimum amount for any such withdrawal is $100.

WHAT ARE  MINIMUM  DISTRIBUTIONS  AND WHEN WOULD I NEED TO MAKE THEM?  (See "Tax
Considerations" for a further discussion of Minimum Distributions.)

Minimum  Distributions  are a type of  Systematic  Withdrawal  we  allow to meet
distribution  requirements  under Sections 401, 403(b) or 408 of the Code. Under
the Code,  you may be required to begin  receiving  periodic  amounts  from your
Annuity.  In such case,  we will  allow you to make  Systematic  Withdrawals  in
amounts that satisfy the minimum  distribution  rules under the Code.  We do not
assess a CDSC on Minimum  Distributions from your Annuity if you are required by
law to take  such  Minimum  Distributions  from your  Annuity  at the time it is
taken.  However,  a  CDSC  may be  assessed  on  that  portion  of a  Systematic
Withdrawal  that is taken to satisfy the minimum  distribution  requirements  in
relation to other savings or investment  plans under other qualified  retirement
plans not maintained with American Skandia.

If you request, we will calculate the annual required Minimum Distribution under
your  Annuity.  The  amount  of  the  required  Minimum  Distribution  for  your
particular situation may depend on other annuities,  savings or investments.  We
will only calculate the amount of your required  Minimum  Distribution  based on
the value of your Annuity.  We require three (3) days advance  written notice to
calculate  and  process  the  amount of your  payments.  We may  charge  you for
calculating  required  Minimum  Distributions.  You may  elect  to have  Minimum
Distributions paid out monthly,  quarterly,  semi-annually or annually. The $100
minimum  that  applies  to  Systematic  Withdrawals  does not  apply to  Minimum
Distributions.

CAN I SURRENDER MY ANNUITY FOR ITS VALUE?
Yes. During the  accumulation  phase you can surrender your Annuity at any time.
Upon surrender,  you will receive the Surrender Value, which equals your Account
Value as of the date we process the surrender  minus any applicable CDSC and the
Annual Maintenance Fee. Upon surrender of your Annuity,  you will no longer have
any rights under the Annuity.

WHAT IS A MEDICALLY-RELATED SURRENDER AND HOW DO I QUALIFY?
Where  permitted  by law,  you may  request to  surrender  your  Annuity for its
Account  Value prior to the Annuity  Date without  application  of any CDSC upon
occurrence of a medically-related "Contingency Event". The amount payable may be
reduced by the amount of any Target Value Credits under certain circumstances.


This waiver of any  applicable  CDSC is subject to our rules,  including but not
limited to the following:
- -    the Annuitant  must be named or any change of Annuitant must be accepted by
     us, prior to the "Contingency Event" described below;
- -    the  Annuitant  must be alive as of the  date we pay the  proceeds  of such
     surrender  request;  
- -    if the Owner is one or more natural  persons,  all such Owners must also be
     alive at such time;
- -    we must receive  satisfactory  proof of the  Annuitant's  confinement  in a
     Medical Care Facility or Fatal Illness in writing on a form satisfactory to
     us; and
- -    this  benefit is not  available  if the total  Purchase  Payments  received
     exceed $500,000 for all annuities  issued by us with this benefit where the
     same person is named as Annuitant.

For  contracts  issued  before May 1, 1996 a  "Contingency  Event" occurs if the
Annuitant is:
- -    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
- -    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  "Contingency  Event"  described above, in order to
qualify for a Medically-Related Surrender.


The  definitions  of "Medical  Care  Facility"  and "Fatal  Illness," as well as
additional terms and conditions,  are provided in your Annuity. Specific details
and definitions in relation to this benefit may differ in certain jurisdictions.

WHAT TYPES OF ANNUITY PAYMENT OPTIONS ARE AVAILABLE UPON ANNUITIZATION?

Annuity  payments can be guaranteed for the life of the Annuitant,  for the life
of the Annuitant with a certain period guaranteed, or for a certain fixed period
of time with no life contingency. We currently make available fixed payments and
adjustable payments.  However,  adjustable annuity payments may not be available
on your Annuity Date.

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


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


Key Life: is the person or persons upon whose life annuity  payments with a life
contingency are based.


Option 1
Payments for Life: Under this option,  income is payable  periodically until the
death of the "key life". No additional annuity payments are made after the death
of the key life. Since no minimum number of payments is guaranteed,  this option
offers the largest amount of periodic  payments of the life  contingent  annuity
options.  It is possible  that only one payment  will be payable if the death of
the key life occurs  before the date the second  payment  was due,  and no other
payments nor death benefits would be payable.

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

Option 3
Payments Based on Joint Lives: Under this option, income is payable periodically
during the joint lifetime of two key lives, and thereafter  during the remaining
lifetime of the survivor,  ceasing with the last payment prior to the survivor's
death.  No minimum  number of payments is  guaranteed  under this option.  It is
possible that only one payment will be payable if the death of all the key lives
occurs  before the date the second  payment  was due,  and no other  payments or
death benefits would be payable.

Option 4
Payments for a Certain Period: Under this option, income is payable periodically
for a  specified  number  of  years.  If the payee  dies  before  the end of the
specified number of years, the remaining payments are paid to the Beneficiary to
the end of such period.  Note that under this option,  payments are not based on
any  assumptions of life  expectancy.  Therefore,  that portion of the Insurance
Charge  assessed  to cover  the risk  that key lives  outlive  our  expectations
provides no benefit to an Owner selecting this option.

HOW AND WHEN DO I CHOOSE THE ANNUITY PAYMENT OPTION?
Unless  prohibited by law, we require that you elect either a life annuity or an
annuity  with a certain  period of at least 5 years if any CDSC would apply were
you to surrender your Annuity on the Annuity Date. Therefore,  making a purchase
payment  within  seven years of the Annuity  Date  limits your  annuity  payment
options.

If you have not provided us with your Annuity Date or Annuity  Payment Option in
writing, then:

- -    the Annuity Date will be the first day of the calendar month  following the
     later of the  Annuitant's  85th  birthday or the fifth  anniversary  of our
     receipt of your request to purchase an Annuity; and
- -    the Annuity Payments,  where allowed by law, will be fixed monthly payments
     for life with 10 years certain (See Option 2).

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

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

DEATH BENEFIT

WHAT TRIGGERS THE PAYMENT OF A DEATH BENEFIT?
The Annuity  provides a Death  Benefit  during its  accumulation  phase.  If the
Annuity is owned by one or more natural  persons,  the Death  Benefit is payable
upon the first  death of an Owner.  If the  Annuity is owned by an  entity,  the
Death Benefit is payable upon the  Annuitant's  death, if there is no Contingent
Annuitant. If a Contingent Annuitant was designated before the Annuitant's death
and the Annuitant dies, then the Contingent  Annuitant becomes the Annuitant and
a Death  Benefit will not be paid at that time.  The person upon whose death the
Death Benefit is paid is referred to below as the "decedent."

DEATH BENEFIT OPTIONS
Your Annuity  provides a "basic" Death Benefit at no additional  charge and also
offers two  different  optional  Death  Benefits  that can be  purchased  for an
additional  charge.  Under  certain  circumstances,  your Death  Benefit  may be
reduced by the  amount of any  additional  amounts  we applied to your  Purchase
Payments.

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

         If death occurs before the  decedent's age 70: The Death Benefit is the
greater of:

- -    The sum of all Purchase Payments less the sum of all withdrawals; and
- -    The sum of your Account Value in the variable  investment  options and your
     Interim Value in the Fixed Allocations.

     If death occurs when the decedent is age 70 or older:  The Death Benefit is
     your Account Value.


- --------------------------------------------------------------------------------
The  Optional  Death  Benefits  are  being  offered  as of May 1,  1999 in those
jurisdictions  where we have  received  regulatory  approval.  Certain terms and
conditions may differ between jurisdictions once approved.
- --------------------------------------------------------------------------------

Optional Death Benefits
We offer two optional  Death Benefits to provide an enhanced level of protection
for your beneficiaries.  Currently,  these benefits are only offered and must be
elected at the time that you  purchase  your  Annuity.  We may, at a later date,
allow existing  Annuity Owners to purchase either of the optional Death Benefits
subject to our rules.

If the  Annuity  has one  Owner,  the  Owner  must be age 80 or less at the time
either optional Death Benefit is purchased. If the Annuity has joint Owners, the
oldest Owner must be age 80 or less.  If the annuity is owned by an entity,  the
Annuitant must be age 80 or less.

Key Terms Used with the Optional Death Benefits

- -    The Death Benefit  Target Date is the contract  anniversary on or after the
     80th birthday of the current Owner, the oldest of either joint Owner or the
     Annuitant, if entity owned.

- -    The  Highest  Anniversary  Value  equals the highest  Account  Value of all
     previous  "Anniversary Values" on or before the earlier of the Owner's date
     of death and the "Death Benefit Target Date".

- -    The  Anniversary  Value is the Account Value as of each  anniversary of the
     Issue  Date  plus  the  sum of  all  Purchase  Payments  on or  after  such
     anniversary  less  the  sum of all  "Proportional  Reductions"  since  such
     anniversary.

- -    A Proportional Reduction is reduction to the value being measured caused by
     a withdrawal,  equaling the percentage of the withdrawal as compared to the
     Account  Value  as of the  date of the  withdrawal.  For  example,  if your
     Account Value is $10,000 and you withdraw  $2,000  (a 20%  reduction),  we
     will  reduce  both your  Anniversary  Value and the  amount  determined  by
     Purchase Payments accumulating at the appropriate interest rate by 20%.
     

- -    The Assumed Accumulation Rate is the rate of interest that we will apply to
     your Purchase  Payments only for purposes of  calculating  this benefit The
     Assumed  Accumulation  Rate is different  depending on which Optional Death
     Benefit you select as shown below:

                --------------------------- ------------------------
                           Option 1                  Option 2
                         5.0% per year              7.2% per year
                --------------------------- ------------------------

- --------------------------------------------------------------------------------
Certain terms and  conditions may differ if you purchase your Annuity as part of
an  exchange,  replacement  or  transfer,  in whole or in part,  from any  other
Annuity we issue.
- --------------------------------------------------------------------------------

Calculation of Optional Death Benefits
The optional Death Benefit calculations depend on whether death occurs before or
after the Death Benefit Target Date.

Annuities with one Owner
The optional Death Benefits are calculated as follows:

         If the Owner  dies  before the Death  Benefit  Target  Date,  the Death
Benefit equals the greatest of:

1.   the Account Value in the  Sub-accounts  plus the Interim Value of any Fixed
     Allocations  (no MVA) as of the date we receive  in  writing  "due proof of
     death"; and
2.   the  sum  of all  Purchase  Payments  minus  the  sum  of all  Proportional
     Reductions,  each  increasing  daily until the Owner's date of death at the
     applicable Assumed Accumulation Rate for the option you elect, subject to a
     limit of 200% of the  difference  between the sum of all Purchase  Payments
     and the sum of all withdrawals as of the Owner's date of death; and
3.   the "Highest  Anniversary  Value" on or  immediately  preceding the Owner's
     date of death.

The amount  determined by this calculation is increased by any Purchase Payments
received  after the  Owner's  date of death and  decreased  by any  Proportional
Reductions since such date.

If the Owner dies on or after the Death Benefit  Target Date,  the Death Benefit
equals the greater of:

1.   the Account Value as of the date we receive in writing "due proof of death"
     (an MVA may be applicable to amounts in any Fixed Allocations); and
2.   the greater of Item 2 & 3 above on the Death  Benefit  Target Date plus the
     sum of all Purchase  Payments less the sum of all  Proportional  Reductions
     since the Death Benefit Target Date.

Annuities with joint Owners
For Annuities with Joint Owners,  the Death Benefit is calculated as shown above
except that the age of the oldest of the Joint Owners is used to  determine  the
Death Benefit  Target Date.  The Death Benefit Target Date is not based upon the
Joint  Owner  who dies  first.  NOTE:  If you and your  spouse  own the  Annuity
jointly,  we will pay the Death Benefit to the Beneficiary.  If the sole primary
Beneficiary  is the surviving  spouse,  then the  surviving  spouse can elect to
assume ownership of the Annuity.

Annuities owned by entities
For Annuities owned by an entity, the Death Benefit is calculated as shown above
except that the age of the  Annuitant  is used to  determine  the Death  Benefit
Target Date. Payment of the Death Benefit is based on the death of the Annuitant
(or Contingent Annuitant, if applicable).

Examples of Optional Death Benefit Calculation
The following are examples of how the Optional  Death  Benefits are  calculated.
Each example assumes that a $50,000 initial Purchase Payment is made and that no
withdrawals are made prior to the Owner's death. Each example assumes that there
is one  Owner  who is age 50 on the  Issue  Date and that all  Account  Value is
maintained in the variable investment options.

Example of market increase greater than Assumed Accumulation Rate
Assume that the Owner's Account Value has generally been increasing. On the date
we receive due proof of death (the Owner's 58th birthday),  the Account Value is
$80,000.  The Highest  Anniversary  Value at the end of any  previous  period is
$72,000.  The Death Benefit would be the Account Value  ($80,000)  because it is
greater  than  the  Highest  Anniversary  Value  ($72,000)  or the sum of  prior
Purchase Payments  increased by 5.0% annually ($[ ] - Option 1) or 7.2% annually
for ($[ ] - Option 2).

Example of market decrease
Assume  that the  Owner's  Account  Value  generally  increased  until the fifth
anniversary  but  generally  has  been  decreasing   since  the  fifth  contract
anniversary.  On the  date we  receive  due  proof of death  (the  Owner's  58th
birthday),  the Account Value is $48,000.  The Highest  Anniversary Value at the
end of any previous  period is $54,000.  The Death  Benefit  would be the sum of
prior  Purchase  Payments  increased by 5.0%  annually ($[ ] - Option 1) or 7.2%
annually  for  ($[  ] -  Option  2)  because  it is  greater  than  the  Highest
Anniversary Value ($54,000) or the Account Value ($48,000).

Example of Highest Anniversary Value
Assume that the Owner's Account Value increased  significantly  during the first
six years  following the Issue Date. On the sixth  anniversary  date the Account
Value was $[ ]. During the seventh  Annuity Year, the Account Value increases to
as high as $[ ] but then  subsequently  falls to $[ ] on the date we receive due
proof of death (the  Owner's  58th  birthday).  The Death  Benefit  would be the
Highest  Anniversary  Value  at the end of any  previous  period  ($[ ]),  which
occurred on the sixth anniversary,  although the Account Value was higher during
the  subsequent  period.  The Account  Value on the date we receive due proof of
death ($[ ]) is lower, as is the sum of all prior Purchase Payments increased by
5.0% annually ($[ ] - Option 1) or 7.2% annually for ($[ ] - Option 2).

How much do you charge for the optional death benefits?
We deduct a charge  from your  Account  Value if you  elect to  purchase  either
Optional Death Benefit. For Option 1, each deduction is [ ]% of the then current
Death Benefit when the deduction is taken.  For Option 2, each deduction is [ ]%
of the then current Death Benefit when the deduction is taken. No charge applies
after the Annuity Date.

We deduct the charge:
1.       on each anniversary of the Issue Date;
2.       when Account Value is transferred  to our general  account prior to the
         Annuity Date;
3.       if you surrender your Annuity; and
4.       if you choose to terminate the benefit.

If you  surrender  the Annuity,  elect to begin  receiving  Annuity  payments or
terminate the benefit on a date other than an anniversary of the Issue Date, the
charge will be prorated.  During the first year after the Issue Date, the charge
would be prorated  from the Issue Date.  In all  subsequent  years,  it would be
prorated from the last anniversary of the Issue Date.

We first deduct the amount of the charge  pro-rata from the Account Value in the
variable  investment  options. We only deduct the charge pro-rata from the Fixed
Allocations  to the extent there is  insufficient  Account Value in the variable
investment  options  to pay the  charge.  If your  Annuity's  Account  Value  is
insufficient to pay the charge,  we may deduct your remaining  Account Value and
terminate your Annuity. We will notify you if your Account Value is insufficient
to pay the  charge  and allow you to submit an  additional  Purchase  Payment to
continue your Annuity.

Are there any exceptions to these rules for paying the Death Benefit?
Yes,  there are  exceptions  that  apply no matter  how your  Death  Benefit  is
calculated.  There are  exceptions  to the Death Benefit if the decedent was not
the Owner or  Annuitant  as of the Issue  Date and did not  become  the Owner or
Annuitant  due to the prior  Owner's or  Annuitant's  death.  Any minimum  Death
Benefit that applies will be suspended for a two-year period from the date he or
she first became Owner or  Annuitant.  After the two-year  suspension  period is
completed,  the Death Benefit is the same as if this person had been an Owner or
Annuitant on the Issue Date.

What options are available to my Beneficiary upon my death
- -      During the  accumulation  period,  if you die and the sole Beneficiary is
       your  spouse,  then your  spouse may elect to be  treated as the  current
       Owner. The Annuity can be continued, subject to its terms and conditions,
       in lieu of  receiving  the death  benefit.  Your  spouse may only  assume
       ownership of the Annuity if he or she is  designated  as the sole primary
       Beneficiary.

- -      In the event of your death, the death benefit must be distributed within:
       (a) five years of the date of death; or
       (b) over a  period  not  extending  beyond  the  life  expectancy  of the
         Beneficiary  or over the life of the  Beneficiary.  Payments under this
         option must begin within one year of the date of death.

When do you determine the Death Benefit?
We  determine  the amount of the death  benefit  as of the date we receive  "due
proof of death" and any other  written  representations  we require to determine
the proper  payment of the Death  Benefit  to all  Beneficiaries.  "Due proof of
death" may include a certified copy of a death certificate,  a certified copy of
a decree of a court of  competent  jurisdiction  as to the  finding  of death or
other satisfactory proof of death.

We will require written  acknowledgment of all named Beneficiaries before we can
determine the Death  Benefit.  During the period from the date of death until we
receive all required  paper work, the amount of the Death Benefit may be subject
to market fluctuations.

VALUING YOUR INVESTMENT

HOW IS MY ACCOUNT VALUE DETERMINED?
During the  Accumulation  Period,  the Annuity has an Account Value. The Account
Value is determined  separately  for each  Sub-account  allocation  and for each
Fixed Allocation. The Account Value is the sum of the values of each Sub-account
allocation  and the value of each Fixed  Allocation.  The Account Value does not
reflect any CDSC that may apply to a withdrawal or surrender.  When  determining
the Account Value on a day other than a Fixed  Allocation's  Maturity  Date, the
Account  Value may include  any Market  Value  Adjustment  that would apply to a
Fixed Allocation (if withdrawn or transferred) on that day.

WHAT IS THE SURRENDER VALUE OF MY ANNUITY?
The  Surrender  Value of your  Annuity is the value  available to you on any day
during the  accumulation  period.  The Surrender  Value is equal to your Account
Value minus any CDSC, the Annual  Maintenance Fee and any additional  amounts we
applied to your Purchase Payments that we are entitled to recover upon surrender
of your  Annuity.  The  Surrender  Value  will also  include  any  Market  Value
Adjustment that may apply.

HOW AND WHEN DO YOU VALUE THE SUB-ACCOUNTS?
When you allocate  Account Value to a Sub-Account,  you are purchasing  units of
the Sub-account. Each Sub-account invests exclusively in shares of an underlying
Portfolio.  The value of the Units fluctuate with the market fluctuations of the
Portfolios.  The value of the Units  also  reflect  the  daily  accrual  for the
Insurance Charge.

Each  Valuation  Day,  we  determine  the price for a Unit of each  Sub-account,
called the "Unit  Price."  The Unit Price is used for  determining  the value of
transactions  involving  Units of the  Sub-accounts.  We determine the number of
Units  involved  in  any  transaction  by  dividing  the  dollar  value  of  the
transaction by the Unit Price of the Sub-account as of the Valuation Day.

Example

Assume you allocate  $5,000 to a Sub-account.  On the Valuation Day you make the
allocation,  the Unit Price is $14.83.  Your  $5,000 buys  337.154  Units of the
Sub-account.  Assume that later,  you wish to  transfer  $3,000 of your  Account
Value out of that Sub-account and into another Sub-account. On the Valuation Day
you  request  the  transfer,  the Unit  Price of the  original  Sub-account  has
increased to $16.79.  To transfer  $3,000,  we sell 178.677 Units at the current
Unit Price,  leaving you 158.477  Units.  We then buy $3,000 of Units of the new
Sub-account  at the Unit Price of $17.83.  You would then have 168.255  Units of
the new Sub-account.

HOW DO YOU VALUE FIXED ALLOCATIONS?
During the Guarantee Period, we use the concept of an Interim Value. The Interim
Value can be calculated  on any day and is equal to the initial value  allocated
to a Fixed Allocation plus all interest credited to a Fixed Allocation as of the
date  calculated.  If you  made  any  transfers  or  withdrawals  from  a  Fixed
Allocation,  the Interim Value will reflect the  withdrawal of those amounts and
any interest credited to those amounts before they were withdrawn.  To determine
the Account Value of a Fixed Allocation on any day other than its Maturity Date,
we multiply  the Account  Value of the Fixed  Allocation  times the Market Value
Adjustment factor.


WHEN DO YOU PROCESS AND VALUE TRANSACTIONS?

Initial  Purchase  Payments:  We are required to allocate your initial  Purchase
Payment to the  Sub-accounts  within  two (2) days  after we receive  all of our
requirements  to  issue  the  Annuity.  If we  do  not  have  all  the  required
information  to allow us to issue  your  Annuity,  we may  retain  the  Purchase
Payment  while we try to reach you or your  representative  to obtain all of our
requirements.  If we are unable to obtain all of our required information within
five (5) days,  we are  required to return the  Purchase  Payment to you at that
time,  unless you  specifically  consent to our retaining  the Purchase  Payment
while  we  gather  the  required  information.   Once  we  obtain  the  required
information,  we will invest the Purchase  Payment and issue the Annuity  within
two (2) days.  During  any  period  that we are  trying to obtain  the  required
information, your money is not invested.


Additional Purchase Payments:  We will apply any additional Purchase Payments on
the  Valuation  Day that we  receive  the  Purchase  Payment  with  satisfactory
instructions.

Scheduled  Transactions:  "Scheduled"  transactions  include  transfers  under a
Dollar Cost Averaging,  rebalancing,  or asset  allocation  program,  Systematic
Withdrawals,  Minimum Distributions or annuity payments.  Scheduled transactions
are processed and valued as of the date they are scheduled, unless the scheduled
day is not a Valuation Day. In that case, the transaction  will be processed and
valued on Valuation Day prior to the scheduled transaction date.

Unscheduled   Transactions:   "Unscheduled"   transactions   include  any  other
non-scheduled transfers and requests for Partial Withdrawals or Free Withdrawals
or  Surrenders.  Unscheduled  transactions  are  processed  and valued as of the
Valuation Day we receive the request at our Office in good order.

Medically-related  Surrenders  &  Death  Benefits:  Medically-related  surrender
requests  and death  benefit  claims  require our review and  evaluation  before
processing.  We price such  transactions as of the date we receive at our Office
all materials we require for such transaction and that are satisfactory to us.

Transactions in Rydex  Sub-accounts:  Any financial  transactions  involving the
Rydex  Sub-accounts  must be received by us no later than 3:00 p.m. Eastern time
to be  processed  on the current  Valuation  Day.  If you request a  transaction
involving the purchase or  redemption of Units in one of the Rydex  Sub-accounts
after 3:00 p.m. Eastern time, we will deem your request as received by us on the
next Valuation Day.

TAX CONSIDERATIONS

WHAT ARE SOME OF THE FEDERAL TAX CONSIDERATIONS OF THIS ANNUITY?
Following are a brief summary of some of the Federal Tax considerations relating
to this Annuity.  However, since the tax law is complex and tax consequences are
affected by your  individual  circumstances,  this summary is not intended to be
fully comprehensive nor is it intended as tax advice. Therefore, you may wish to
consult  a  professional  tax  advisor  for tax  advice  as to  your  particular
situation.

HOW IS AMERICAN SKANDIA AND THE SEPARATE ACCOUNT TAXED?
The Separate Accounts are taxed as part of American Skandia. American Skandia is
taxed as a life  insurance  company  under Part I,  subchapter L of the Internal
Revenue  Code of 1986,  as amended (the  "Code").  No taxes are due on interest,
dividends  and  short-term  or  long-term  capital  gains earned by the Separate
Accounts with respect to the Annuities.

IN GENERAL, HOW ARE ANNUITIES TAXED?
Section 72 of the Code governs the taxation of annuities in general.  Generally,
taxation of the Annuity will depend on:

1.    whether the Annuity is used by:

     -  a  qualified  pension  plan,  profit  sharing  plan or other  retirement
        arrangement  that is eligible for special tax  treatment  under the Code
        (for purposes of this discussion, a "Qualified Contract"); VERSUS
     -  an  individual  or a  corporation,  trust or  partnership  as a  funding
        vehicle  for  retirement  or  investment   purposes  (a   "Non-qualified
        Contract); and

2.   whether the Owner is an:

     -  individual person or persons; or
     -  entity including a corporation, trust or partnership.

Individual  Ownership:  If one or more individuals owns an Annuity, the Owner of
the Annuity is  generally  not taxed on any  increase in the value of an annuity
until an amount is received (a "distribution").  This is commonly referred to as
"tax  deferral".  A  distribution  can be in the  form  of a  lump  sum  payment
including  payment of a Death Benefit,  or in annuity  payments under one of the
annuity  payment   options.   Certain  other   transactions  may  qualify  as  a
distribution and be subject to taxation.


Entity Ownership:  If the Annuity is owned by an entity,  generally the Owner of
the  Annuity  must  currently  include  any  increase in the value of an annuity
during a tax year in its gross income, unless the Annuity is used as a Qualified
Contract.  An exception  from current  taxation  applies for annuities held by a
structured  settlement  company,  by an employer  with  respect to a  terminated
tax-qualified  retirement  plan,  a trust  holding  an annuity as an agent for a
natural  person,  or by a  decedent's  estate  by  reason  of the  death  of the
decedent.  A tax-exempt  entity for federal tax purposes  will not be subject to
income tax as a result of this provision.

HOW ARE DISTRIBUTIONS TAXED?
Distributions  from an Annuity are taxed as  ordinary  income and not as capital
gains.

Distributions  Before  Annuitization:   Distributions  received  before  annuity
payments  begin are  generally  treated  as coming  first  from  "income  on the
contract" and then as a return of the  "investment in the contract".  The amount
of any  distribution  that is treated as receipt of "income on the  contract" is
includible  in the  taxpayer's  gross  income and is taxable.  The amount of any
distribution  treated as a return of the  "investment  in the  contract"  is not
includible in gross income.

- -    "Income on the  contract"  is  calculated  by  subtracting  the  taxpayer's
     "investment  in the  contract"  from the  aggregate  value of all  "related
     contracts" (discussed below).
- -    "Investment  in the contract" is equal to total  purchase  payments for all
     "related  contracts"  minus any previous  distributions or portions of such
     distributions from such "related contracts" not includible in gross income.
     "Investment  in the  contract" may be affected by whether an annuity or any
     "related  contract"  was  purchased as part of a tax-free  exchange of life
     insurance  or annuity  contracts  under  Section  1035 of the Code.  Unless
     "after-tax"  contributions  have been  made to a  Qualified  Contract,  the
     "investment in the contract" for a Qualified Contract is zero.

Distributions After Annuitization: A portion of each annuity payment received on
or after the annuity date will generally be taxable. The taxable portion of each
annuity payment is determined by a formula which  establishes the ratio that the
"investment in the contract" bears to the total value of annuity  payments to be
made.  This is called the "exclusion  ratio." Any additional  payments  received
that exceed the exclusion ratio will be entirely includible in gross income. The
formula for  determining  the exclusion ratio differs between fixed and variable
annuity payments. When annuity payments cease because of the death of the person
upon whose life  payments are based and, as of the date of death,  the amount of
annuity  payments  excluded from taxable income by the exclusion  ratio does not
exceed  the  "investment  in  the  contract,"  then  the  remaining  portion  of
unrecovered investment is allowed as a deduction in the tax year of such death.

Penalty Tax on Distributions:  (Qualified Contracts are discussed below)
Generally,  any  distribution  from an annuity  not used in  conjunction  with a
Qualified Contract is subject to a penalty equal to 10% of the amount includible
in  gross   income.   There  may  be  exceptions  to  this  penalty  on  certain
distributions, including:

- -    Distributions made on or after the taxpayer has attained the age of 59 1/2;

- -    Distributions  made on or after the death of the  contract  owner,  or, the
     death of the annuitant, if the owner is an individual;

- -    Distributions attributable to the taxpayer's becoming disabled;

- -    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);

- -    Distributions of amounts which are treated as "investments in the contract"
     made prior to August 14, 1982

- -    Payments under an immediate annuity as defined in the Code;

- -    Distributions under a qualified funding asset under Code Section 130(d); or

- -    Distributions  from an annuity  purchased by an employer on the termination
     of a qualified pension plan that is held by the employer until the employee
     separates from service.

Special rules applicable to "related contracts"
Contracts issued after October 21, 1988 by the same insurer to the same contract
owner  within the same  calendar  year (other than  certain  contracts  owned in
connection with a tax-qualified retirement arrangement) are to be treated as one
annuity  contract  when   determining  the  taxation  of  distributions   before
annuitization. We refer to these as "related contracts." In situations involving
"related  contracts"  we believe  that the values under such  contracts  and the
investment  in the  contracts  will be added  together to  determine  the proper
taxation of a distribution  described  under the section  "Distributions  before
Annuitization." Distributions will be treated as coming first from income on the
contract  until all of the income on all such "related  contracts" is withdrawn,
and  then  as a  return  of  the  investment  in the  contract.  There  is  some
uncertainty  regarding  the manner in which the Internal  Revenue  Service would
view "related  contracts" when one or more contracts are immediate  annuities or
are contracts that have been  annuitized.  The Internal  Revenue Service has not
issued regulations clarifying this issue as of the date of this Prospectus.  You
are  particularly  cautioned  to seek  advice  from your own tax advisor on this
matter.


Special concerns regarding "substantially equal periodic payments":  (also known
as "72(t) distributions")

Any  modification  to a program of  distributions  which are part of a scheduled
series of substantially equal periodic payments 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.  This does not apply when the modification is due by reason of
death or disability.  It is our understanding  that the Internal Revenue Service
may not consider a scheduled  series of  distributions to qualify under Sections
72(q) or 72(t) if the holder of the  annuity  retains  the right to modify  such
distributions  at will, even if such right is not exercised,  or, for a variable
annuity, depending on how payments are structured.

Special concerns regarding immediate annuities
The  Internal  Revenue  Service has ruled that the  exception to the 10% penalty
described  above for  "non-qualified"  immediate  annuities as defined under the
Code  may not  apply to  annuity  payments  under a  contract  recognized  as an
immediate  annuity under state insurance law obtained pursuant to an exchange of
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.

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

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

Therefore,  to the  extent a  distribution  is less than the  investment  in the
contract made prior to August 14, 1982, such amounts are not included in taxable
income.  Further,  distributions  received that are considered to be a return of
investment on the contract from purchase payments made prior to August 14, 1982,
such  distributions  are  not  subject  to the  10% tax  penalty.  In all  other
respects,  the  general  provisions  of the  Code  apply to  distributions  from
annuities obtained as part of such an exchange.

WHAT  TAX  CONSIDERATIONS  ARE  THERE  FOR  TAX-QUALIFIED  RETIREMENT  PLANS  OR
QUALIFIED CONTRACTS?

An  annuity  may  be  suitable  as  a  funding  vehicle  for  various  types  of
tax-qualified  retirement  plans.  We have  provided  summaries  of the types of
tax-qualified  retirement  plans  with  which  we may  issue an  Annuity.  These
summaries provide general  information about the tax rules and are not complete.
The tax rules  regarding  qualified  plans are complex.  These rules may include
limitations  on  contributions  and  restrictions  on  distributions,  including
additional  taxation  of  distributions  and  additional  penalties.  Owners are
cautioned  that any rights and benefits  under the Annuity are controlled by the
terms and  conditions of the  tax-qualified  retirement  plan  regardless of the
terms of the Annuity. The application of these rules depends on individual facts
and circumstances. Before purchasing an annuity for use in a qualified plan, you
should obtain competent tax advice, both as to the tax treatment and suitability
of such an  investment.  American  Skandia  does not  make all of its  annuities
available to these types of tax-qualified retirement plans.

Corporate Pension and Profit-sharing Plans
Annuities may be used to fund employee benefits of various corporate pension and
profit-sharing  plans  established by corporate  employers under Sections 401(a)
and  401(k) of the Code.  Contributions  to such  plans are not  taxable  to the
employee until distributions are made from the retirement plan. The Code imposes
limitations  on  the  amount  that  may  be   contributed   and  the  timing  of
distributions.  The  tax  treatment  of  distributions  is  subject  to  special
provisions  of the  Code,  and  also  depends  on  the  design  of the  specific
retirement  plan.  There  are also  special  requirements  as to  participation,
nondiscrimination, vesting and nonforfeitability of interests.

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

Tax Sheltered Annuities
Under Section 403(b) of the Code a tax sheltered  annuity  ("TSA") is a contract
into  which  contributions  may be made for the  benefit of their  employees  by
certain  qualifying  employers such as, public  schools and certain  charitable,
educational and scientific  organizations  specified in Section 501(c)(3).  Such
contributions are not taxable to the employee until  distributions are made from
the TSA. The Code imposes limits on contributions,  transfers and distributions.
Nondiscrimination requirements also apply.

- --------------------------------------------------------------------------------
Under a TSA, you may be prohibited from taking  distributions  from the contract
attributable  to  contributions  made pursuant to a salary  reduction  agreement
unless the distribution is made
- --------------------------------------------------------------------------------
- -      After the participating employee attains age 59 1/2;
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- -      Upon separation from service, death or disability; or
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- -      In the case of financial hardship (subject to restrictions)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

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

Individual Retirement Programs or "IRAs"
Section 408 of the Code allows  eligible  individuals  to maintain an individual
retirement account or individual retirement annuity ("IRA"). IRAs are subject to
limitations on the amount that may be contributed, the contributions that may be
deducted from taxable income,  the persons who may be eligible and the time when
distributions  must  commence.  Further,  an Annuity may be used to  "roll-over"
distributions  from certain  tax-qualified  retirement  plans and maintain their
tax-deferral.

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

SEP IRAs
Eligible  employers  that  meet  specified  criteria  may  establish  Simplified
Employee Pensions or SEP IRAs using the employees' IRAs. Employer  contributions
that may be made to SEP IRAs are larger than the amounts that may be contributed
to other IRAs, and may be deductible to the employer.

Purchasers  of IRAs and Roth IRAs will  receive a special  disclosure  document,
which describes limitations on eligibility,  contributions,  transferability and
distributions.  It also describes the conditions under which  distributions from
IRAs and  qualified  plans may be rolled  over or  transferred  into an IRA on a
tax-deferred basis and the conditions under which distributions from traditional
IRAs may be rolled over to, or the  traditional IRA itself may be converted into
a Roth IRA.

HOW ARE DISTRIBUTIONS FROM TAX-QUALIFIED RETIREMENT PLANS TAXED?
Distributions  from  tax-qualified  retirement  plans are generally  taxed under
Section 72 of the Code. Under these rules, a portion of each distribution may be
excludable  from  income.  The  excludable  amount  is  the  proportion  of  the
distribution  that is based on the amount of  investment  gain on the  after-tax
contributions.  Generally, a 10% penalty tax applies to the taxable portion of a
distribution  from a  tax-qualified  retirement  plan made  prior to age 59 1/2.
However,  the 10% penalty tax does not apply when the distribution: 

- - is part of a properly  executed  transfer to another IRA or another eligible
qualified plan;
- - 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);
- - 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;
- - *is subsequent to a separation from service after the taxpayer attains age 55;
- - *does not  exceed  the  employee's  allowable  deduction  in that tax year for
medical care; and
- - *is made to an  alternate  payee  pursuant to a qualified  domestic  relations
order.

The exceptions above which are preceded by an * do not apply to IRAs.

Minimum  Distributions  after  age  70  1/2:  A  participant's   interest  in  a
tax-qualified  retirement  plan must  generally be  distributed,  or begin to be
distributed,  by the "required beginning date". This is generally not later than
April 1st of the calendar year  following the later of: |X| the calendar year in
which the  individual  attains age 70 1/2; or |X| the calendar year in which the
individual retires from service with the employer sponsoring the plan.

The  participant's  entire interest must be distributed  beginning no later than
the required  beginning date over a period which may not extend beyond a maximum
of the life  expectancy of the participant  and a designated  Beneficiary.  Each
annual distribution must equal or exceed a "minimum  distribution  amount" which
is determined by dividing the account value by the applicable  life  expectancy.
The account balance is generally based upon the account value as of the close of
business  on the  last  day of the  previous  calendar  year.  A  larger  annual
distribution may be required under certain circumstances.

If the participant dies before reaching his or her required  beginning date, his
or her entire interest must generally be distributed within five years of death.
However,  this rule will be deemed satisfied if  distributions  begin before the
close of the calendar year following death to a designated  Beneficiary (or over
a period not extending  beyond the life expectancy of the  beneficiary).  If the
Beneficiary is the individual's  surviving spouse,  distributions may be delayed
until the individual would have attained age 70 1/2. If a participant dies after
reaching  his or  her  required  beginning  date  or  after  distributions  have
commenced,  the individual's  interest must generally be distributed at least as
rapidly  as under  the  method  of  distribution  in  effect  at the time of the
individual's death.

If the amount distributed is less than the minimum required distribution for the
year,  the  participant  is  subject  to a 50% tax on the  amount  that  was not
properly distributed.

GENERAL TAX CONSIDERATIONS

Diversification:  Section  817(h) of the Code provides  that a variable  annuity
contract,  in  order  to  qualify  as  an  annuity,  must  have  an  "adequately
diversified" segregated asset account (including investments in a mutual fund by
the segregated  asset account of insurance  companies).  If the  diversification
requirements  under the Code are not met and the  annuity  is not  treated as an
annuity,  the  taxpayer  will be subject to income tax on the annual gain in the
contract.  The Treasury  Department's  regulations prescribe the diversification
requirements for variable annuity  contracts.  We believe the underlying  mutual
fund portfolios should comply with the terms of these regulations.

Transfers Between Investment  Options:  Transfers between investment options are
not subject to taxation. The Treasury Department may promulgate guidelines under
which a variable  annuity  will not be treated as an annuity for tax purposes if
persons  with  ownership  rights have  excessive  control  over the  investments
underlying  such variable  annuity.  Such  guidelines may or may not address the
number of  investment  options or the  number of  transfers  between  investment
options  offered  under  a  variable  annuity.  It is  not  known  whether  such
guidelines,  if in fact promulgated,  would have retroactive  effect. It is also
not known what effect, if any, such guidelines may have on transfers between the
investment  options of the Annuity offered pursuant to this Prospectus.  We will
take any action,  including  modifications to your Annuity or the  Sub-accounts,
required to comply with such guidelines if promulgated.

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

Certain distributions,  including rollovers,  from most retirement plans, may be
subject to automatic 20%  withholding  for Federal  income taxes.  This will not
apply to:
- -|     any portion of a distribution paid as Minimum Distributions;
- -      direct transfers to the trustee of another retirement plan;
- -      distributions  from  an  individual   retirement  account  or  individual
       retirement annuity;
- -      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
- -     certain other distributions where automatic 20% withholding may not apply.

Loans,  Assignments and Pledges: Any amount received directly or indirectly as a
loan from, or any assignment or pledge of any portion of the value of an annuity
before  annuity  payments  have begun are treated as a  distribution  subject to
taxation under the  distribution  rules set forth above.  Any gain in an annuity
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  "What  Are  Some  of the  Tax  Considerations  Regarding  Qualified
Retirement 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 owner (or former
spouse  incident  to a  divorce)  is  treated,  for income  tax  purposes,  as a
distribution.

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

Generation-Skipping  Transfers: Under the Code certain taxes may be due when all
or part of an  annuity  is  transferred  to, or a death  benefit  is paid to, an
individual  two or more  generations  younger  than the contract  holder.  These
generation-skipping  transfers generally include those subject to federal estate
or gift tax rules. There is an aggregate $1 million exemption from taxes for all
such  transfers.  We may be required to  determine  whether a  transaction  is a
direct skip as defined in the Code and the amount of the resulting  tax. We will
deduct from your Annuity or from any applicable payment treated as a direct skip
any amount of tax we are required to pay.

Considerations for Contingent Annuitants
There may be adverse tax  consequences  if a  contingent  annuitant  succeeds an
annuitant  when the  Annuity is owned by a trust that is neither  tax exempt nor
qualifies  for  preferred  treatment  under  certain  sections  of the Code.  In
general,  the Code is designed to prevent indefinite deferral of tax. Continuing
the benefit of tax deferral by naming one or more contingent annuitants when the
Annuity is owned by a  non-qualified  trust might be deemed an attempt to extend
the tax deferral for an indefinite period. Therefore,  adverse tax treatment may
depend on the terms of the trust, who is named as contingent annuitant,  as well
as the particular facts and  circumstances.  You should consult your tax advisor
before  naming a contingent  annuitant if you expect to use an Annuity in such a
fashion.

GENERAL INFORMATION

HOW WILL I RECEIVE STATEMENTS AND REPORTS?
We send any statements  and reports  required by applicable law or regulation to
you at your last known address of record.  You should  therefore  give us prompt
notice of any address change.  We reserve the right, to the extent  permitted by
law and subject to your prior  consent,  to provide any  prospectus,  prospectus
supplements, confirmations, statements and reports required by applicable law or
regulation to you through our Internet Website at http://www.americanskandia.com
or any  other  electronic  means,  including  diskettes  or CD  ROMs.  We send a
confirmation  statement to you each time a transaction is made affecting Account
Value,  such as making additional  Purchase  Payments,  transfers,  exchanges or
withdrawals.  We also send quarterly statements detailing the activity affecting
your Annuity during the calendar quarter. You may request additional reports. We
reserve the right to charge up to $50 for each such additional  report.  Instead
of immediately  confirming  transactions  made pursuant to some type of periodic
transfer  program  (such as a  dollar  cost  averaging  program)  or a  periodic
Purchase Payment program, such as a salary reduction arrangement, we may confirm
such transactions in quarterly statements.  You should review the information in
these statements carefully.

All  errors  or  corrections  must be  reported  to us at our  Office as soon as
possible to assure proper accounting to your Annuity.  For transactions that are
confirmed immediately, we assume all transactions are accurate unless you notify
us  otherwise  within 10 days from the date you  receive the  confirmation.  For
transactions that are only confirmed on the quarterly  statement,  we assume all
transactions  are accurate unless you notify us within 10 days from the date you
receive the quarterly statement.  All transactions  confirmed  immediately or by
quarterly statement are deemed conclusive after the applicable 10-day period. We
may also send an annual report and a semi-annual  report  containing  applicable
financial statements, as of December 31 and June 30, respectively, to Owners or,
with your prior consent,  make such documents available  electronically  through
our Internet Website or other electronic means.

WHO IS AMERICAN SKANDIA?
American  Skandia Life  Assurance  Corporation  (the  "Company") is a stock life
insurance  company  domiciled in Connecticut  with licenses in all 50 states and
the District of Columbia.  It is a wholly-owned  subsidiary of American  Skandia
Investment Holding Corporation (the "Parent"),  whose ultimate parent is Skandia
Insurance  Company Ltd., a Swedish company.  The Company markets its products to
broker-dealers and financial planners through an internal field marketing staff.
In addition,  the Company  markets  through and in  conjunction  with  financial
institutions such as banks that are permitted  directly,  or through affiliates,
to sell annuities.

The Company has 99.9%  ownership in Skandia Vida,  S.A. de C.V.  which is a life
insurance company  domiciled in Mexico.  This Mexican life insurer is a start up
company with  expectations of selling  long-term savings products within Mexico.
The  Company's  investment  in Skandia  Vida,  S.A. de C.V.  is ____________ at
December 31, 1998.

The Company is in the business of issuing  variable  annuity and  variable  life
insurance  contracts.   The  Company  currently  offers  the  following  annuity
products:  (a) flexible premium deferred  variable  annuities and single premium
fixed deferred  annuities  that are registered  with the Securities and Exchange
Commission,  (b) certain other fixed deferred  annuities that are not registered
with the  Securities  and Exchange  Commission;  and (c) certain group  variable
annuities  that are exempt from  registration  with the  Securities and Exchange
Commission that serve as funding vehicles for various types of qualified pension
and profit  sharing  plans.  The  Company  recently  launched  a single  premium
variable life insurance product and a flexible premium life insurance product.

WHAT ARE SEPARATE ACCOUNTS?
The assets supporting our obligations under the Annuities may be held in various
accounts,  depending on the  obligation  being  supported.  In the  accumulation
phase,   assets  supporting   Account  Values  are  held  in  separate  accounts
established  under the laws of the State of Connecticut.  We are the legal owner
of assets in the separate accounts. In the payout phase, assets supporting fixed
annuity payments and any adjustable  annuity payments we make available are held
in our general account.  Income, gains and losses from assets allocated to these
separate  accounts are credited to or charged against each such separate account
without  regard to other income,  gains or losses of American  Skandia or of any
other  of  our  separate  accounts.  These  assets  may  only  be  charged  with
liabilities  which arise from the annuity  contracts  issued by American Skandia
Life  Assurance  Corporation.  The  amount  of our  obligation  in  relation  to
allocations to the  Sub-accounts is based on the investment  performance of such
Sub-accounts.  However,  the  obligations  themselves are our general  corporate
obligations.

Separate Account B
During the  accumulation  phase,  the  assets  supporting  obligations  based on
allocations to the variable  investment options are held in Class 3 Sub-accounts
of American Skandia Life Assurance Corporation Variable Account B, also referred
to  as  "Separate   Account  B".   Separate   Account  B  consists  of  multiple
Sub-accounts.  The name of each Sub-account generally corresponds to the name of
the  underlying  Portfolio.  The  names  of each  Sub-account  are  shown in the
Statement of Additional  Information.  Separate  Account 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 has a different  level of charges
assessed against such Sub-accounts.  You will find additional  information about
these underlying mutual funds and portfolios in the prospectuses for such funds.

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.  We reserve  the right to add  Sub-accounts,  eliminate
Sub-accounts,  to combine Sub-accounts, or to substitute underlying mutual funds
or portfolios of underlying mutual funds.

Values and benefits based on allocations to the Sub-accounts  will vary with the
investment  performance of the underlying  mutual funds or fund  portfolios,  as
applicable. We do not guarantee the investment results of any Sub-account.  Your
Account Value allocated to the Sub-accounts  may increase or decrease.  You bear
the entire investment risk

Separate Account D
During the accumulation  phase, assets supporting our obligations based on Fixed
Allocations  are held in American  Skandia Life Assurance  Corporation  Separate
Account D, also referred to as Separate Account D. Such obligations are based on
the fixed  interest  rates we credit to Fixed  Allocations  and the terms of the
Annuities.  These obligations do not depend on the investment performance of the
assets in Separate  Account D. Separate Account D was established by us pursuant
to Connecticut law.

There are no units in Separate  Account D. The Fixed  Allocations are guaranteed
by our  general  account.  An  Annuity  Owner who  allocates  a portion of their
Account Value to Separate  Account D does not participate in the investment gain
or loss on assets  maintained  in Separate  Account D. Such gain or loss accrues
solely  to us.  We retain  the risk  that the  value of the  assets in  Separate
Account D may drop below the reserves and other  liabilities  we must  maintain.
Should the value of the assets in Separate  Account D drop below the reserve and
other  liabilities  we must maintain in relation to the  annuities  supported by
such  assets,  we will  transfer  assets  from our  general  account to Separate
Account  D to make up the  difference.  We have  the  right to  transfer  to our
general account any assets of Separate  Account D in excess of such reserves and
other liabilities.  We maintain assets in Separate Account D supporting a number
of annuities we offer.


We have sole  discretion  over the  investment  managers  retained to manage the
assets maintained in Separate Account D. We currently employ investment managers
for Separate  Account D including,  but not limited to, J.P.  Morgan  Investment
Management Inc. Each manager we employ is responsible for investment  management
of a  different  portion of  Separate  Account  D. From time to time  additional
investment  managers  may be employed  or  investment  managers  may cease being
employed.  We are  under no  obligation  to  employ or  continue  to employ  any
investment manager(s).

We are not  obligated to invest  according to specific  guidelines or strategies
except as may be required by Connecticut and other state insurance laws.


WHAT IS THE LEGAL STRUCTURE OF THE UNDERLYING FUNDS?
Each underlying mutual fund is registered as an open-end  management  investment
company  under the  Investment  Company  Act of 1940.  Shares of the  underlying
mutual fund portfolios are sold to separate accounts of life insurance companies
offering variable annuity and variable life insurance  products.  The shares may
also be sold directly to qualified pension and retirement plans.

Voting Rights
We are the legal  owner of the shares of the  underlying  mutual  funds in which
Sub-accounts  invest.  However,  under  SEC  rules,  you have  voting  rights in
relation to Account  Value  maintained  in the  Sub-accounts.  If an  underlying
mutual fund portfolio  requests a vote of shareholders,  we will vote our shares
in  the  manner  directed  by  Owners  with  Account  Value  allocated  to  that
Sub-account.  Owners  have the  right to vote an amount  equal to the  number of
shares attributable to their contracts. If we do not receive voting instructions
in relation to certain shares,  we will vote those shares in the same manner and
proportion  as the  shares  for  which we have  received  instructions.  We will
furnish  those Owners who have Account Value  allocated to a  Sub-account  whose
underlying mutual fund portfolio has requested a "proxy" vote with the necessary
forms to  provide us with their  instructions.  Generally,  you will be asked to
provide  instructions for us to vote on matters such as changes in a fundamental
investment strategy, adoption of a new investment advisory agreement, or matters
relating to the structure of the  underlying  mutual fund that require a vote of
shareholders.

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

WHO DISTRIBUTES ANNUITIES OFFERED BY AMERICAN SKANDIA?
American Skandia Marketing,  Incorporated ("ASM"), a wholly-owned  subsidiary of
American  Skandia  Investment  Holding  Corporation,   is  the  distributor  and
principal  underwriter of the securities  offered through this  prospectus.  ASM
acts as the  distributor of a number of annuity and life  insurance  products we
offer and both American Skandia Trust and American Skandia Advisor Funds,  Inc.,
a family of  retail  mutual  funds.  ASM's  principal  business  address  is One
Corporate Drive, Shelton,  Connecticut 06484. ASM is registered as broker-dealer
under the Securities and Exchange Act of 1934  ("Exchange  Act") and is a member
of the National Association of Securities Dealers, Inc. ("NASD").

The  Annuity is offered on a  continuous  basis.  ASM enters  into  distribution
agreements with independent broker-dealers who are registered under the Exchange
Act  and  with  entities  that  may  offer  the  Annuity  but  are  exempt  from
registration.   Applications   for  the  Annuity  are  solicited  by  registered
representatives of those firms. Such  representatives will also be our appointed
insurance  agents  under state  insurance  law. In  addition,  ASM may offer the
Annuity directly to potential purchasers.

Compensation  is paid to firms on sales of the Annuity  according to one or more
schedules.  The  individual   representative  will  receive  a  portion  of  the
compensation,  depending on the practice of the firm.  Compensation is generally
based on a  percentage  of  Purchase  Payments  made,  up to a maximum  of 6.0%.
Alternative  compensation  schedules are available  that provide a lower initial
commission plus ongoing annual compensation based on all or a portion of Account
Value. We may also provide  compensation for providing ongoing service to you in
relation to the Annuity.  Commissions and other compensation paid in relation to
the  Annuity do not result in any  additional  charge to you or to the  Separate
Account.

In addition, firms may receive separate compensation or reimbursement for, among
other  things,  training of sales  personnel,  marketing or other  services they
provide  to us or  our  affiliates.  We  or  ASM  may  enter  into  compensation
arrangements with certain firms.  These  arrangements will not be offered to all
firms and the terms of such  arrangements  may differ  between  firms.  Any such
compensation  will be paid by us or ASM and will not  result  in any  additional
charge to you. To the extent  permitted by NASD rules and other  applicable laws
and regulations,  ASM may pay or allow other promotional  incentives or payments
in the form of cash or other compensation.


Advertising:  We may advertise certain information  regarding the performance of
the  investment  options.  Details  on  how we  calculate  performance  for  the
Sub-accounts  are  found  in  the  Statement  of  Additional  Information.  This
information  may help you review the  performance of the investment  options and
provide a basis for comparison with other annuities.  It may be less useful when
comparing  the  performance  of the  investment  options  with other  savings or
investment vehicles. Such other investments may not provide some of the benefits
of  annuities,  or may  not  be  designed  for  long-term  investment  purposes.
Additionally  other  savings  or  investment  vehicles  may not be  receive  the
beneficial tax treatment given to annuities under the Code.

Performance  information on the  Sub-accounts is based on past  performance only
and is not an indication or representation of future performance. Performance of
the  Sub-accounts  is not fixed.  Actual  performance  will  depend on the type,
quality and, for some of the  Sub-accounts,  the  maturities of the  investments
held by the  underlying  mutual 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.


We may advertise the performance of the underlying mutual fund portfolios in the
form of "Standard" and  "Non-Standard"  Total Returns.  "Standard  Total Return"
figures  assume  that  all  charges  and  fees  are  applicable,  including  any
contingent   deferred  sales  charge  that  may  apply  for  the  period  shown.
"Non-standard  Total  Return"  figures  may also be used that do not reflect all
fees and charges.  Non-standard  Total Returns are calculated in the same manner
as standardized returns except that the calculations may assume no redemption at
the  end of the  applicable  periods,  thus  these  figures  may not  take  into
consideration the Annuity's  contingent  deferred sales charge. In addition,  we
may calculate  Non-standard  Total Returns that do not reflect  deduction of the
Annual  Maintenance  Fee. Any  performance  advertisements  will not reflect the
impact of any Target Value Credits.


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

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

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


AVAILABLE INFORMATION
A Statement of Additional  Information  is available from us without charge upon
your request.  This  Prospectus is part of the  registration  statement we filed
with the 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  exhibits  thereto at the SEC's  public  reference
facilities at the above address, Room 1024, and at the SEC's Regional Offices, 7
World Trade Center, New York, NY, and the Everett McKinley Dirksen Building, 219
South  Dearborn  Street,  Chicago,  IL.  These  documents,  as well as documents
incorporated  by  reference,  may also be obtained  through  the SEC's  Internet
Website  (http://www.sec.gov)  for this  registration  statement  as well as for
other registrants that file electronically with the SEC.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

To  the  extent  and  only  to the  extent  that  any  statement  in a  document
incorporated  by reference  into this  Prospectus is modified or superseded by a
statement in this  Prospectus or in a later-filed  document,  such  statement is
hereby deemed so modified or  superseded  and not part of this  Prospectus.  The
Annual Report on Form 10-K for the year ended December 31, 1998 previously filed
by the  Company  with  the SEC  under  the  Securities  Exchange  Act of 1934 is
incorporated by reference in this Prospectus.


We  will  furnish  you  without  charge  a copy  of any or all of the  documents
incorporated  by reference in this  Prospectus,  including  any exhibits to such
documents which have been specifically  incorporated by reference. We will do so
upon receipt of your written or oral request.

HOW TO CONTACT US 

You can contact us by:
- -   calling our Concierge Desk at 1-800-752-6342; or
- -   writing to us at American Skandia Life Assurance Corporation,  P.O. Box 883,
    Shelton, Connecticut 06484-0883, Attention: Concierge Desk; or
- -   sending   us   an   email   to   our    electronic    mail    address   at
[email protected];  or |X|  accessing  information  about your Annuity
through our Internet Website at americanskandia.com.

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


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

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

<TABLE>
<CAPTION>
EXECUTIVE OFFICERS AND DIRECTORS

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

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

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

Nancy F. Brunetti                                             Director (since February, 1996)          Executive Vice President and
37                                                                                                          Chief Operating Officer:
                                                                                                       American Skandia Information
                                                                                                 Services and Technology Corporation

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

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

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

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

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


Brian L. Hirst                                                Vice President,                                        Vice President,
51                                                            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,
47                                                            Product Development                               Product Development:
                                                                                                               American Skandia Life
                                                                                                               Assurance Corporation

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

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

David R. Monroe                                               Treasurer, Vice President,                  Treasurer, Vice President,
37                                                            and Controller                                         and 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.

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

Anders O. Soderstrom                                          Executive Vice President and                             President and
39                                                            Chief Information Officer                   Chief Information Officer:
                                                              Director (since September, 1994)          American Skandia Information
                                                                                                 Services and Technology Corporation

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

C. Ake Svensson                                               Director (since December, 1994)                       Vice President,
48                                                                                                             Business Development:
                                                                                                         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 September, 1994)                Senior Vice President,
51                                                                                                           National Sales Manager:
                                                                                                                    American Skandia
                                                                                                             Marketing, Incorporated

Jeffrey M. Ulness                                             Vice President,                                        Vice President,
38                                                            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.


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

<PAGE>





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

<TABLE>
<CAPTION>
<S>     <C> 
General Information about American Skandia
- -      American Skandia Life Assurance Corporation
- -      American Skandia Life Assurance Corporation Variable Account B (Class 3 Sub-accounts)
- -      American Skandia Life Assurance Corporation Separate Account D
</TABLE>

Principal Underwriter/Distributor - American Skandia Marketing, Incorporated

How Performance Data is Calculated
- -      Current and Effective Yield
- -      Total Return

How the Unit Price is Determined

Additional Information on Fixed Allocations
- -      How We Calculate the Market Value Adjustment

General Information
- -      Voting Rights
- -      Modification
- -      Deferral of Transactions
- -      Misstatement of Age or Sex
- -      Ending the Offer

Independent Auditors

Legal Experts

Financial Statements

- -      Appendix A - American Skandia Life Assurance Corporation Variable Account
       B (Class 3 Sub-accounts)



<PAGE>


           APPENDIX A - FINANCIAL INFORMATION ABOUT AMERICAN SKANDIA
                           (TO BE FILED BY AMENDMENT)


<PAGE>

      APPENDIX B - CONDENSED FINANCIAL INFORMATION ABOUT SEPARATE ACCOUNT B

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

                                                                       Year Ended December 31,
- ------------------------------------------------------------------------------------------------------------------------------------
                         1998       1997       1996        1995       1994        1993       1992       1991       1990      1989
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                              <C>         <C>        <C>          <C>        <C>          <C>           <C>          <C>      <C>
AST Lord Abbett
Growth and Income 3
(1992)                               $21.74       17.79      15.22       11.98      11.88      10.60          -          -         -
Unit Price                       42,197,002  28,937,085 18,411,759   7,479,449  4,058,228    956,949          -          -         -
Number of Units

AST Lord Abbett Small
Cap Value 3
(1998)                                    -           -          -           -          -          -          -          -         -
Unit Price                                -           -          -           -          -          -          -          -         -
Number of Units

AST JanCap Growth 3
(1992)
Unit Price                           $23.83       18.79      14.85       10.91      11.59      10.51          -          -         -
Number of Units                  62,486,302  46,779,164 28,662,737  22,354,170 13,603,637  1,476,139          -          -         -

AST Janus Small-Cap
Growth 3 (1)
(1994)
Unit Price                           $17.28       16.54      13.97       10.69          -          -          -          -         -
Number of Units                  14,662,728  12,282,211  6,076,373   2,575,105          -          -          -          -         -

AST Janus Overseas
Growth 3
(1997)                               $11.70           -          -           -          -          -          -          -         -
Unit Price                       21,405,891           -          -           -          -          -          -          -         -
Number of Units

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


<PAGE>


<TABLE>
<CAPTION>

- ------------------------------------------------------------------------------------------------------------------------------------
                         1998       1997       1996        1995       1994        1993       1992       1991       1990      1989
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                       <C>     <C>        <C>       <C>          <C>         <C>          <C>             <C>        <C>      <C>
AST Money Market 3
(1992)
Unit Price                           $11.57       11.16      10.77       10.35      10.12      10.01          -          -         -
Number of Units                  66,869,998  42,435,169 30,564,442  27,491,389 11,422,783    457,872          -          -         -

AST Federated High
Yield 3
(1994)
Unit Price                           $14.13       12.62      11.27        9.56          -          -          -          -         -
Number of Units                  29,663,242  15,460,522  6,915,158   2,106,791          -          -          -          -         -

AST T. Rowe Price Asset
Allocation 3
(1994)                               $15.53       13.30      11.92        9.80          -          -          -          -         -
Unit Price                       13,524,781   8,863,840  4,868,956   2,320,063          -          -          -          -         -
Number of Units

AST T. Rowe Price
International Equity 3
(1994)
Unit Price                           $11.69       11.70      10.39        9.49          -          -          -          -         -
Number of Units                  37,784,426  32,628,595 17,935,251  11,166,758          -          -          -          -         -

AST T. Rowe Price
Natural Resources 3
(1995)
Unit Price                           $14.46       14.19      11.01           -          -          -          -          -         -
Number of Units                   7,550,076   6,061,852    808,605           -          -          -          -          -         -

AST T. Rowe Price
International Bond 3 (2)
(1994)
Unit Price                           $10.45       10.98      10.51        9.59          -          -          -          -         -
Number of Units                  12,089,872   8,667,712  4,186,695   1,562,364          -          -          -          -         -

AST T. Rowe Price
Small Company Value 3
(1997)
Unit Price                           $12.70           -          -           -          -          -          -          -         -
Number of Units                  14,612,510           -          -           -          -          -          -          -         -

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


<PAGE>


<TABLE>
<CAPTION>

- ------------------------------------------------------------------------------------------------------------------------------------
                         1998       1997       1996        1995       1994        1993       1992       1991       1990      1989
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                              <C>          <C>        <C>        <C>              <C>         <C>        <C>        <C>       <C>
AST Founders
Passport 3 (3)
(1994)
Unit Price                           $11.46       11.39      10.23           -          -          -          -          -         -
Number of Units                   9,988,104   9,922,698  2,601,283           -          -          -          -          -         -

AST INVESCO Equity
Income 3
(1994)
Unit Price                           $17.31       14.23      12.33        9.61          -          -          -          -         -
Number of Units                  33,420,274  23,592,226 13,883,712   6,633,333          -          -          -          -         -

AST PIMCO Total
Return Bond 3
(1994)
Unit Price                           $12.44       11.48      11.26        9.61          -          -          -          -         -
Number of Units                  44,098,036  29,921,643 19,061,840   4,577,708          -          -          -          -         -

AST PIMCO Limited
Maturity Bond 3
(1995)
Unit Price                           $11.26       10.62      10.37           -          -          -          -          -         -
Number of Units                  25,008,310  18,894,375 15,058,644           -          -          -          -          -         -

AST Oppenheimer
Large-Cap Growth 3  (4)
(1996)
Unit Price                           $12.33       10.89          -           -          -          -          -          -         -
Number of Units                  18,736,994   4,324,161          -           -          -          -          -          -         -

AST American Century
International Growth 3
(1997)
Unit Price                           $11.35           -          -           -          -          -          -          -         -
Number of Units                   2,857,188           -          -           -          -          -          -          -         -

AST American Century
Strategic Balanced 3
(1997)
Unit Price                           $11.18           -          -           -          -          -          -          -         -
Number of Units                   2,560,866           -          -           -          -          -          -          -         -
</TABLE>



<PAGE>


<TABLE>
<CAPTION>

- ------------------------------------------------------------------------------------------------------------------------------------
                         1998       1997       1996        1995       1994        1993       1992       1991       1990      1989
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                             <C>         <C>         <C>         <C>         <C>        <C>        <C>          <C>       <C>  
AST Putnam Value
Growth & Income 3
(1997)
Unit Price                           $12.06           -          -           -          -          -          -          -         -
Number of Units                   9,523,815           -          -           -          -          -          -          -         -

AST Putnam
International Equity 3
(5)
(1989)                               $22.95       19.70      18.23       16.80      16.60      12.37      13.69      12.98     13.64
Unit Price                       17,534,233  17,220,688 14,393,137  14,043,215  9,063,464  1,948,773  1,092,902    398,709    29,858
Number of Units

AST Putnam
Balanced 3 (6)
(1993)
Unit Price                           $15.98       13.70      12.49       10.34      10.47          -          -          -         -
Number of Units                  22,109,373  20,691,852 20,163,848  13,986,604  8,743,758          -          -          -         -

AST Cohen & Steers
Realty 3
(1998)                                    -           -          -           -          -          -          -          -         -
Unit Price                                -           -          -           -          -          -          -          -         -
Number of Units

AST Bankers Trust
Enhanced 500 3
(1998)
Unit Price                                -           -          -           -          -          -          -          -         -
Number of Units                           -           -          -           -          -          -          -          -         -

AST Marsico Capital
Growth 3
(1997)
Unit Price                           $10.03           -          -           -          -          -          -          -         -
Number of Units                     714,309           -          -           -          -          -          -          -         -

</TABLE>


<PAGE>


<TABLE>
<CAPTION>

- ------------------------------------------------------------------------------------------------------------------------------------
                         1998       1997       1996        1995       1994        1993       1992       1991       1990      1989
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                            <C>           <C>         <C>         <C>        <C>        <C>           <C>       <C>        <C>
AST Neuberger Berman
Mid-Cap Value 3 (7)
(1993)
Unit Price                           $16.72       13.41      12.20        9.81      10.69          -          -          -         -
Number of Units                  11,745,440   9,062,152  8,642,186   7,177,232  5,390,887          -          -          -         -

- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
AST Neuberger Berman
Mid-Cap Growth 3 (8)
(1994)
Unit Price                           $16.10       13.99      12.20        9.94          -          -          -          -         -
Number of Units                  11,293,799   9,563,858  3,658,836     301,267          -          -          -          -         -


The Alger American
Fund - AA Growth 3
(1988)
Unit Price                           $43.20       34.84      31.18       23.18      23.18      19.19      17.32      12.51     12.19
Number of Units                  15,854,570  15,666,357 12,092,291   5,614,760  2,997,458  1,482,037    559,779     82,302     6,900

The Alger American
Fund - AA MidCap
Growth 3
(1993)
Unit Price                           $23.76       20.96      19.00       13.34      13.74          -          -          -         -
Number of Units                  14,687,032  14,528,945  8,299,743   4,308,374  1,450,892          -          -          -         -


The Montgomery Variable
Series - MV Emerging
Markets 3
(1996)
Unit Price                           $10.05       10.25          -           -          -          -          -          -         0
Number of Units                  10,371,104   2,360,940          -           -          -          -          -          -         0


Wells Fargo LAT
Trust - Equity Value 3
(1998)                                                                                                                              
Unit Price                                -           -          -           -          -          -          -          -         0
Number of Units                           -           -          -           -          -          -          -          -         0
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>



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


<PAGE>




1.   Effective December 31, 1998 Janus Capital Corporation became Sub-advisor of
     the Portfolio.  Prior to December 31, 1998, Founders Asset Management,  LLC
     served as the Sub-advisor of the Portfolio.  In connection with this change
     the  portfolio's  name is  changed  to "AST Janus  Small-Cap  Growth."  The
     performance  information  provided in the above chart  reflects that of the
     Portfolio as sub-advised  by the prior  Sub-advisor  from  inception  until
     December 31, 1998.
2.   Effective  May 1,  1996,  Rowe  Price-Fleming  International,  Inc.  became
     Sub-advisor  of the  Portfolio.  Prior to May 1, 1996,  Scudder,  Stevens &
     Clark, Inc. served as the Sub-advisor of the Portfolio, then named the "AST
     Scudder International Bond Portfolio." The performance information provided
     in the above chart  reflects  that of the Portfolio as  sub-advised  by the
     prior  Sub-advisor  from  inception  until  May 1,  1996,  and the  current
     Sub-advisor from May 1, 1996 through the current period.
3.   Effective  October  15,  1996,  Founders  Asset  Management,   Inc.  became
     Sub-advisor of the Portfolio. Prior to October 15, 1996, Seligman Henderson
     Co. served as the  Sub-advisor of the  Portfolio,  then named the "Seligman
     Henderson  International Small Cap Portfolio." The performance  information
     provided in the above chart  reflects that of the Portfolio as  sub-advised
     by the prior  Sub-advisor  from  inception  until October 15, 1996, and the
     current Sub-advisor from October 15, 1996 through the current period.
4.   Effective  December 31, 1998  OppenheimerFunds,  Inc. became Sub-advisor of
     the Portfolio.  Prior to December 31, 1998,  Robertson,  Stephens & Company
     Investment Management,  L.P. served as the Sub-advisor of the Portfolio. In
     connection  with  this  change  the  portfolio's  name is  changed  to "AST
     Oppenheimer Large Cap Growth." The performance  information provided in the
     above chart  reflects  that of the  Portfolio as  sub-advised  by the prior
     Sub-advisor from inception until December 31, 1998.
5.   Effective  October 15, 1996,  Putnam  Investment  Management,  Inc.  became
     Sub-advisor of the Portfolio. Prior to October 15, 1996, Seligman Henderson
     Co. served as the  Sub-advisor of the  Portfolio,  then named the "Seligman
     Henderson  International  Equity  Portfolio." The  performance  information
     provided in the above chart  reflects that of the Portfolio as  sub-advised
     by the prior  Sub-advisor  from  inception  until  October 15, 1996 and the
     current Sub-advisor from October 15, 1996 through the current period.
6.   Effective  October 15, 1996,  Putnam  Investment  Management,  Inc.  became
     Sub-advisor of the Portfolio. Prior to October 15, 1996, Phoenix Investment
     Counsel,  Inc. served as the  Sub-advisor of the Portfolio,  then named the
     "AST  Phoenix  Balanced  Asset  Portfolio."  The  performance   information
     provided in the above chart  reflects that of the Portfolio as  sub-advised
     by the prior  Sub-advisor  from  inception  until October 15, 1996, and the
     current Sub-advisor from October 15, 1996 through the current period.
7.   Effective May 1, 1998, Neuberger Berman Management, Inc. became Sub-Advisor
     to the Portfolio.  Prior to May 1, 1998,  Federated  Investment  Counseling
     served as Sub-advisor of the Portfolio,  then named the "Federated  Utility
     Income  Portfolio." As of May 1, 1998 various changes have been made to the
     Portfolio's investment objective and to its fundamental and non-fundamental
     investment restrictions.
8.   Effective May 1, 1998, Neuberger Berman Management, Inc. became Sub-Advisor
     to the Portfolio.  Prior to May 1, 1998, Berger Associates,  Inc. served as
     Sub-advisor  to the  Portfolio,  then  named  the  "Berger  Capital  Growth
     Portfolio."  As of May 1,  1998  various  changes  have  been  made  to the
     Portfolio's investment objective and to its fundamental and non-fundamental
     investment restrictions.




<PAGE>



                   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  [NIKE-PROS]
ASI-PROS (05/99).
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

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


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



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



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




<PAGE>


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

                   AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
                                       at

                                  P.O. Box 883
                           Shelton, Connecticut 06484

                                       or

                           [email protected]



Issued by:                                                          Serviced at:

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

The variable investment options under the Annuity are issued by AMERICAN SKANDIA
LIFE  ASSURANCE  CORPORATION  VARIABLE  ACCOUNT  B  (CLASS 3  SUB-ACCOUNTS)  and
AMERICAN SKANDIA LIFE ASSURANCE CORPORATION. The variable investment options are
registered  under the Securities  Act of 1933 and the Investment  Company Act of
1940.  The fixed  investment  options  under the  Annuity are issued by AMERICAN
SKANDIA LIFE ASSURANCE  CORPORATION.  The assets supporting the fixed investment
options are maintained in AMERICAN SKANDIA LIFE ASSURANCE  CORPORATION  SEPARATE
ACCOUNT D, a non-unitized  separate  account,  and  registered  solely under the
Securities Act of 1933.

<TABLE>
<CAPTION>
<S>     <C>                                                                                                            <C>
                                TABLE OF CONTENTS

ITEM                                                                                                                   PAGE

General Information about American Skandia                                                                                2
|X|      American Skandia Life Assurance Corporation                                                                      2
|X|      American Skandia Life Assurance Corporation Variable Account B (Class 3 Sub-accounts)                            2
|X|      American Skandia Life Assurance Corporation Separate Account D                                                   3

Principal Underwriter/Distributor - American Skandia Marketing, Incorporated                                              4

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

How the Unit Price is Determined                                                                                          9

Additional Information on Fixed Allocations                                                                              10
|X|      How We Calculate the Market Value Adjustment

General Information                                                                                                      12
|X|      Voting Rights
|X|      Modification
|X|      Deferral of Transactions
|X|      Misstatement of Age or Sex
|X|      Ending the Offer

Independent Auditors                                                                                                     13

Legal Experts                                                                                                            13

Financial Statements                                                                                                     13
|X|      Appendix A - American Skandia Life Assurance Corporation Variable Account B (Class 3 Sub-accounts)               1

</TABLE>



     
     
     
- --------------------------------------------------------------------------------
THIS STATEMENT OF ADDITIONAL  INFORMATlON  IS NOT A PROSPECTUS.  YOU SHOULD READ
THIS  INFORMATION  ALONG  WITH THE  PROSPECTUS  FOR THE  ANNUITIES  FOR WHICH IT
RELATES.  THE PROSPECTUS  CONTAINS  INFORMATION  THAT YOU SHOULD CONSIDER BEFORE
INVESTING.  FOR A COPY OF THE  PROSPECTUS  SEND A WRITTEN  REQUEST  TO  AMERICAN
SKANDIA LIFE ASSURANCE CORPORATION, P.O. BOX 883, SHELTON, CONNECTICUT 06484, OR
TELEPHONE     1-800-752-6342.     OUR     ELECTRONIC     MAIL     ADDRESS     IS
[email protected].
- --------------------------------------------------------------------------------

Date of Prospectus:  May 1, 1999                                       
ASImpact - SAI (05/99)
[NIKE - SAI (05/99)
Date of Statement of Additional Information:  May 1, 1999

<PAGE>



GENERAL INFORMATION ABOUT AMERICAN SKANDIA

AMERICAN SKANDIA LIFE ASSURANCE CORPORATION

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

AMERICAN  SKANDIA  LIFE  ASSURANCE  CORPORATION  VARIABLE  ACCOUNT  B  (Class  3
Sub-accounts)

American  Skandia  Life  Assurance  Corporation  Variable  Account  B  (Class  3
Sub-accounts),  also referred to as "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 has a different  level of charges
assessed against such Sub-accounts.  Each Sub-account  invests exculsively in an
underlying  mutual fund or a portfolio of an  underlying  mutual fund.  You will
find additional  information  about these underlying mutual funds and portfolios
in the prospectuses for such funds.

Separate  Account B is registered  with the Securities  and Exchange  Commission
under the Investment  Company Act of 1940 (the "1940 Act") as a unit  investment
trust,  which is a type of  investment  company.  Values and  benefits  based on
allocations to the Sub-accounts will vary with the investment performance of the
underlying mutual funds or fund portfolios,  as applicable.  We do not guarantee
the investment results of any Sub-account. You bear the entire investment risk.

During the  accumulation  phase,  we offer a number of  Sub-accounts as variable
investment   options.   Certain   Sub-accounts  may  not  be  available  in  all
jurisdictions.  If and when we obtain approval of the applicable  authorities to
make such variable  investment options  available,  we will notify Owners of the
availability  of  such  Sub-accounts.  As of  the  date  of the  Prospectus  and
Statement of Additional Information,  our Sub-accounts and the underlying mutual
funds or portfolios in which they invest are as follows.  Those portfolios whose
name includes the prefix "AST" are portfolios of American Skandia Trust.

<TABLE>
<CAPTION>
         Separate Account B Sub-account                                                    Underlying Mutual Fund Portfolio

         <S>                                                                       <C>      <C>           <C>  
         AST LA Growth and Income                                                         AST Lord Abbett Growth and Income
         AST LA Small Cap Value                                                             AST Lord Abbett Small Cap Value
         AST JanCap Growth                                                                                AST JanCap Growth
         AST Janus Overseas Growth                                                                AST Janus Overseas Growth
         AST Janus Small-Cap Growth                                                              AST Janus Small-Cap Growth
         AST Money Market                                                                                  AST Money Market
         AST Fed High Yield                                                                        AST Federated High Yield
         AST T. Rowe Price Asset Allocation                                              AST T. Rowe Price Asset Allocation
         AST T. Rowe Price International Equity                                      AST T. Rowe Price International Equity
         AST T. Rowe Price Natural Resources                                            AST T. Rowe Price Natural Resources
         AST T. Rowe Price International Bond                                          AST T. Rowe Price International Bond
         AST T. Rowe Price Small Company Value                                        AST T. Rowe Price Small Company Value
         AST Founders Passport                                                                        AST Founders Passport
         AST INVESCO Equity Income                                                                AST INVESCO Equity Income
         AST PIMCO Total Return Bond                                                            AST PIMCO Total Return Bond
         AST PIMCO Limited Maturity Bond                                                    AST PIMCO Limited Maturity Bond
         AST American Century Strategic Balanced                                    AST American Century Strategic Balanced
         AST American Century International Growth                                AST American Century International Growth
         AST Putnam Value Growth & Income                                                  AST Putnam Value Growth & Income
         AST Putnam International Equity                                                    AST Putnam International Equity
         AST Putnam Balanced                                                                            AST Putnam Balanced
         AST Cohen & Steers Realty                                                                AST Cohen & Steers Realty
         AST Bankers Trust Enhanced 500                                                      AST Bankers Trust Enhanced 500
         AST Marsico Capital Growth                                                              AST Marsico Capital Growth
         AST NB Mid-Cap Value                                                            AST Neuberger Berman Mid-Cap Value
         AST NB Mid-Cap Growth                                                          AST Neuberger Berman Mid-Cap Growth
         AST Oppenheimer Large Cap Growth                                                  AST Oppenheimer Large Cap Growth
         AST Kemper Small-Cap Growth                                                                   AST Small Cap Growth

         AA Growth                                                              Growth portfolio of The Alger American Fund
         AA MidCap Growth                                                MidCap Growth portfolio of The Alger American Fund

         MV Emerging Markets                                       Emerging Markets portfolio of Montgomery Variable Series

         Rydex Nova                                                                  Nova portfolio of Rydex Variable Trust
         Rydex Ursa                                                                  Ursa portfolio of Rydex Variable Trust
         Rydex OTC                                                                    OTC portfolio of Rydex Variable Trust

         WF Equity Value                                                     Equity Value portfolio of Life & Annuity Trust

[        FT - The DowSM Target 5                           The DowSM Target 5 portfolio of First Defined Portfolio Fund LLC
         FT - The DowSM Target 10                         The DowSM Target 10 portfolio of First Defined Portfolio Fund LLC
         FT - Global Target 15                               Global Target 15 portfolio of First Defined Portfolio Fund LLC
         FT - Target 10 Large Cap                         Target 10 Large Cap portfolio of First Defined Portfolio Fund LLC
         FT - Target 15 Large Cap                         Target 15 Large Cap portfolio of First Defined Portfolio Fund LLC
         FT - Target Small Cap                               Target Small Cap portfolio of First Defined Portfolio Fund LLC
         FT - 10 Uncommon Values                           10 Uncommon Values portfolio of First Defined Portfolio Fund LLC

         AST Money Market                                                                                AST Money Market ]
</TABLE>

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

Each underlying  mutual fund is registered  under the Investment  Company Act of
1940, as amended 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. The trustees or directors, as applicable, of an underlying mutual fund
may add, eliminate or substitute portfolios from time to time.  Generally,  each
portfolio  issues a separate class of shares.  Shares of the  underlying  mutual
fund portfolios are available to separate  accounts of life insurance  companies
offering variable annuity and variable life insurance  products.  The shares may
also be made available,  subject to obtaining all required regulatory approvals,
for direct purchase by various pension and retirement savings plans that qualify
for preferential tax treatment under the Code.

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

AMERICAN SKANDIA LIFE ASSURANCE CORPORATION SEPARATE ACCOUNT D

American Skandia Life Assurance Corporation Separate Account D, also referred to
as Separate Account D, was established by us pursuant to Connecticut law. During
the  accumulation  phase,  assets  supporting  our  obligations  based  on Fixed
Allocations  are held in Separate  Account D. Such  obligations are based on the
fixed  interest  rates we  credit  to  Fixed  Allocations  and the  terms of the
Annuities.  These obligations do not depend on the investment performance of the
assets in Separate Account D.

There are no units in Separate  Account D. The Fixed  Allocations are guaranteed
by our  general  account.  An  Annuity  Owner who  allocates  a portion of their
Account Value to Separate  Account D does not participate in the investment gain
or loss on assets  maintained  in Separate  Account D. Such gain or loss accrues
solely  to us.  We retain  the risk  that the  value of the  assets in  Separate
Account D may drop below the reserves and other  liabilities  we must  maintain.
Should the value of the assets in Separate  Account D drop below the reserve and
other  liabilities  we must maintain in relation to the  annuities  supported by
such  assets,  we will  transfer  assets  from our  general  account to Separate
Account  D to make up the  difference.  We have  the  right to  transfer  to our
general account any assets of Separate  Account D in excess of such reserves and
other liabilities.  We maintain assets in Separate Account D supporting a number
of annuities we offer.

We have sole  discretion  over the  investment  managers  retained to manage the
assets maintained in Separate Account D. We currently employ investment managers
for Separate  Account D including,  but not limited to, J.P.  Morgan  Investment
Management Inc. Each manager we employ is responsible for investment  management
of a  different  portion of  Separate  Account  D. From time to time  additional
investment  managers  may be employed  or  investment  managers  may cease being
employed.  We are  under no  obligation  to  employ or  continue  to employ  any
investment manager(s).

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

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

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

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

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

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

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

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

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

PRINCIPAL UNDERWRITER/DISTRIBUTOR - American Skandia Marketing, Incorporated

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

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

The  Annuity is offered on a  continuous  basis.  ASM enters  into  distribution
agreements with independent broker-dealers who are registered under the Exchange
Act  and  with  entities  that  may  offer  the  Annuity  but  are  exempt  from
registration.   Applications   for  the  Annuity  are  solicited  by  registered
representatives of those firms. Such  representatives will also be our appointed
insurance  agents  under state  insurance  law. In  addition,  ASM may offer the
Annuity directly to potential purchasers.

Compensation  is paid to firms on sales of the Annuity  according to one or more
schedules.  The  individual   representative  will  receive  a  portion  of  the
compensation,  depending on the practice of the firm.  Compensation is generally
based on a  percentage  of  Purchase  Payments  made,  up to a maximum  of 6.0%.
Alternative  compensation  schedules are available  that provide a lower initial
commission plus ongoing annual compensation based on all or a portion of Account
Value. We may also provide  compensation for providing ongoing service to you in
relation to the Annuity.  Commissions and other compensation paid in relation to
the  Annuity do not result in any  additional  charge to you or to the  Separate
Account.

In addition, firms may receive separate compensation or reimbursement for, among
other  things,  training of sales  personnel,  marketing or other  services they
provide  to us or  our  affiliates.  We  or  ASM  may  enter  into  compensation
arrangements with certain firms.  These  arrangements will not be offered to all
firms and the terms of such  arrangements  may differ  between  firms.  Any such
compensation  will be paid by us or ASM and will not  result  in any  additional
charge to you. To the extent  permitted by NASD rules and other  applicable laws
and regulations,  ASM may pay or allow other promotional  incentives or payments
in the form of cash or other compensation.

HOW PERFORMANCE DATA IS CALCULATED

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

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

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

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

Shown below are the current and effective  yields for a  hypothetical  contract.
The  yield  is  calculated  based on the  performance  of the 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  charge against the  Sub-account.  Please note that
current and effective yield information will fluctuate. This information may not
provide a basis for  comparisons  with  deposits in banks or other  institutions
which  pay a fixed  yield  over a  stated  period  of time,  or with  investment
companies which do not serve as underlying funds for variable annuities.

Sub-account               Current Yield                       Effective Yield
AST Money Market        To be filed by amendment%     To be filed by amendment%

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.

Many  of the  Sub-accounts  offered  as  variable  investment  options  for  the
Annuities have been available as variable  investment options in other annuities
we offer under one or more separate  accounts of American Skandia Life Assurance
Corporation.  In addition, some of the underlying mutual fund portfolios existed
prior to the inception of these Sub-accounts.  Performance quoted in advertising
regarding  any  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.

"Standard Total Return" figures assume that all charges and fees are applicable,
including  any  contingent  deferred  sales charge that may apply for the period
shown.  "Non-standard Total Return" figures may also be used that do not reflect
all fees and charges.  Non-standard  Total  Returns are  calculated  in the same
manner as  standardized  returns  except  that the  calculations  may  assume no
redemption at the end of the applicable periods, thus these figures may not take
into consideration the Annuity's  contingent deferred sales charge. In addition,
we may calculate Non-standard Total Returns that do 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, 1998.  [The portfolios of
the First Defined  Portfolio Fund LLC,  which are offered under the  prospectus,
were not  operational  as of December 31,  1998.]  "Standard  Total  Return" and
"Non-standard  Total  Return"  figures,  as  described  above,  are  shown.  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.



<PAGE>



<TABLE>
<CAPTION>

                            --------------------------------------------------- -- -------------------------------------------------
                                          Standard Total Return                               Non-Standard Total Return
                            --------------------------------------------------- -- -------------------------------------------------
                            --------------------------------------------------- -- -------------------------------------------------
                             Assuming  maximum CDSC and the Annual  Maintenance     Assuming maximum CDSC and no Annual  Maintenance
                               Fees                                                   Fees
                            --------------------------------------------------- -- -------------------------------------------------

                 PERFORMANCE FIGURES WILL BE FILED BY AMENDMENT

- ------------------------------ -------- --------- -------- --------- ---------- -- --------- --------- -------- --------- ----------
                                  1        3         5        10     Inception        1         3         5        10     Inception
                                 Year     Years     Years    Years     to Date        Year     Years     Years     Years    to Date
- ------------------------------ -------- --------- -------- --------- ---------- -- --------- --------- -------- --------- ----------
- ------------------------------ -------- --------- -------- --------- ---------- -- --------- --------- -------- --------- ----------
<S>                        <C>
AST LA Growth  and  Income 3
AST LA Small Cap  Value 3
AST  JanCap  Growth 3 AST
Janus Small-Cap  Growth 1 3 
AST Janus Overseas Growth 3 
AST Fed High Yield 3 
AST T.Rowe Price Asset Allocation 3
AST T.Rowe Price International Equity 3 
AST T.Rowe Price Natural Resources 3 
AST T.Rowe Price  International  Bond 2 3 
AST T.Rowe Price Small  Company Value 3 
AST Founders  Passport 3 3 
AST INVESCO  Equity Income 3 
AST PIMCO Total  Return Bond 3 
AST PIMCO  Limited  Maturity  Bond 3 
AST Oppenheimer Large-Cap Growth 4 3 
AST American Century International Growth 3 
AST American  Century  Strategic  Balanced 3
AST Putnam  Value Growth & Income 3 
AST Putnam  International  Equity 5 3 
AST Putnam  Balanced 6 3 
AST Marsico  Capital Growth 3 
AST Bankers  Trust  Enhanced  500 3 
AST Cohen & Steers  Realty 3 
AST NB Mid-Cap Value 7 3 
AST NB Mid-Cap Growth 8 3

AA Growth 3
AA MidCap Growth 3

MV Emerging Markets 3

Rydex Nova 3
Rydex Ursa 3
Rydex OTC 3

WF Equity Value 3
- ------------------------------ -------- --------- -------- --------- ---------- -- --------- --------- -------- --------- ----------
- ------------------------------ -------- --------- -------- --------- ---------- -- --------- --------- -------- --------- ----------

- ------------------------------ -------- --------- -------- --------- ----------    --------- --------- -------- --------- ----------
- ------------------------------ -------- --------- -------- --------- ---------- -- --------- --------- -------- --------- ----------
AST Money Market
- ------------------------------ -------- --------- -------- --------- ---------- -- --------- --------- -------- --------- ----------
</TABLE>



<PAGE>



<TABLE>
<CAPTION>

                             --------------------------------------------------- -- -----------------------------------------------
                                         Non-Standard Total Return                            Non-Standard Total Return
                             --------------------------------------------------- -- -----------------------------------------------
                             --------------------------------------------------- -- -----------------------------------------------
                             Assuming no CDSC and no Annual Maintenance Fees        Assuming no CDSC with  Annual Maintenance Fees
                             --------------------------------------------------- -- -----------------------------------------------

                 PERFORMANCE FIGURES WILL BE FILED BY AMENDMENT

- ------------------------------- -------- --------- -------- --------- ---------- -- -------- -------- -------- --------- -----------
                                    1        3         5        10     Inception        1        3     5 Years     10     Inception
                                  Year     Years     Years    Years     to Date       Year     Years              Years    to Date
- ------------------------------- -------- --------- -------- --------- ---------- -- -------- -------- -------- --------- -----------
- ------------------------------- -------- --------- -------- --------- ---------- -- -------- -------- -------- --------- -----------
<S>                        <C>
AST LA Growth  and  Income 3 
AST LA Small Cap  Value 3 
AST  JanCap  Growth 3 
AST Janus Small-Cap  Growth 1 3 
AST Janus Overseas Growth 3
AST Fed High Yield 3
AST T. Rowe Price Asset Allocation 3 
AST T. Rowe Price International Equity 3 
AST T. Rowe Price Natural Resources 3 
AST T. Rowe Price  International  Bond 2 3 
AST T. Rowe Price Small  Company Value 3 
AST Founders  Passport 3 3 
AST INVESCO  Equity Income 3 
AST PIMCO Total  Return Bond 3 
AST PIMCO  Limited  Maturity  Bond 3 
AST Oppenheimer Large-Cap Growth 4 3 
AST American Century International Growth 3
AST American  Century  Strategic  Balanced 3 
AST Putnam  Value Growth & Income 3 
AST Putnam  International  Equity 5 3 
AST Putnam  Balanced 6 3 
AST  Marsico  Capital Growth 3
AST Bankers  Trust  Enhanced 500 3 
AST Cohen & Steers  Realty 3
AST NB Mid-Cap Value 7 3 
AST NB Mid-Cap Growth 8 3

AA Growth 3
AA MidCap Growth 3

MV Emerging Markets 3

Rydex Nova 3
Rydex Ursa 3
Rydex OTC 3

WF Equity Value 3
- ------------------------------- -------- --------- -------- --------- ---------- -- -------- -------- -------- --------- -----------
- ------------------------------- -------- --------- -------- --------- ---------- -- -------- -------- -------- --------- -----------

- ------------------------------- -------- --------- -------- --------- ---------- -- -------- -------- -------- --------- -----------
- ------------------------------- -------- --------- -------- --------- ---------- -- -------- -------- -------- --------- -----------
AST Money Market
- ------------------------------- -------- --------- -------- --------- ---------- -- -------- -------- -------- --------- -----------
</TABLE>

1.   Effective December 31, 1998 Janus Capital Corporation became Sub-advisor of
     the Portfolio.  Prior to December 31, 1998, Founders Asset Management,  LLC
     served as the Sub-advisor of the Portfolio.  In connection with this change
     the  portfolio's  name is  changed  to "AST Janus  Small-Cap  Growth."  The
     performance  information  provided in the above chart  reflects that of the
     Portfolio as sub-advised  by the prior  Sub-advisor  from  inception  until
     December 31, 1998.
2.   Effective  May 1,  1996,  Rowe  Price-Fleming  International,  Inc.  became
     Sub-advisor  of the  Portfolio.  Prior to May 1, 1996,  Scudder,  Stevens &
     Clark, Inc. served as the Sub-advisor of the Portfolio, then named the "AST
     Scudder International Bond Portfolio." The performance information provided
     in the above chart  reflects  that of the Portfolio as  sub-advised  by the
     prior  Sub-advisor  from  inception  until  May 1,  1996,  and the  current
     Sub-advisor from May 1, 1996 through the current period.
3.   Effective  October  15,  1996,  Founders  Asset  Management,   Inc.  became
     Sub-advisor of the Portfolio. Prior to October 15, 1996, Seligman Henderson
     Co. served as the  Sub-advisor of the  Portfolio,  then named the "Seligman
     Henderson  International Small Cap Portfolio." The performance  information
     provided in the above chart  reflects that of the Portfolio as  sub-advised
     by the prior  Sub-advisor  from  inception  until October 15, 1996, and the
     current Sub-advisor from October 15, 1996 through the current period.
4.   Effective  December 31, 1998  OppenheimerFunds,  Inc. became Sub-advisor of
     the Portfolio.  Prior to December 31, 1998,  Robertson,  Stephens & Company
     Investment Management,  L.P. served as the Sub-advisor of the Portfolio. In
     connection  with  this  change  the  portfolio's  name is  changed  to "AST
     Oppenheimer Large Cap Growth." The performance  information provided in the
     above chart  reflects  that of the  Portfolio as  sub-advised  by the prior
     Sub-advisor from inception until December 31, 1998.
5.   Effective  October 15, 1996,  Putnam  Investment  Management,  Inc.  became
     Sub-advisor of the Portfolio. Prior to October 15, 1996, Seligman Henderson
     Co. served as the  Sub-advisor of the  Portfolio,  then named the "Seligman
     Henderson  International  Equity  Portfolio." The  performance  information
     provided in the above chart  reflects that of the Portfolio as  sub-advised
     by the prior  Sub-advisor  from  inception  until  October 15, 1996 and the
     current Sub-advisor from October 15, 1996 through the current period.
6.   Effective  October 15, 1996,  Putnam  Investment  Management,  Inc.  became
     Sub-advisor of the Portfolio. Prior to October 15, 1996, Phoenix Investment
     Counsel,  Inc. served as the  Sub-advisor of the Portfolio,  then named the
     "AST  Phoenix  Balanced  Asset  Portfolio."  The  performance   information
     provided in the above chart  reflects that of the Portfolio as  sub-advised
     by the prior  Sub-advisor  from  inception  until October 15, 1996, and the
     current Sub-advisor from October 15, 1996 through the current period.
7.   Effective May 1, 1998, Neuberger Berman Management, Inc. became Sub-Advisor
     to the Portfolio.  Prior to May 1, 1998,  Federated  Investment  Counseling
     served as Sub-advisor of the Portfolio,  then named the "Federated  Utility
     Income  Portfolio." As of May 1, 1998 various changes have been made to the
     Portfolio's investment objective and to its fundamental and non-fundamental
     investment restrictions.
8.   Effective May 1, 1998, Neuberger Berman Management, Inc. became Sub-Advisor
     to the Portfolio.  Prior to May 1, 1998, Berger Associates,  Inc. served as
     Sub-advisor  to the  Portfolio,  then  named  the  "Berger  Capital  Growth
     Portfolio."  As of May 1,  1998  various  changes  have  been  made  to the
     Portfolio's investment objective and to its fundamental and non-fundamental
     investment restrictions.

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

The  performance   quoted  in  any  advertising   should  not  be  considered  a
representation  of the  performance  of these  Sub-accounts  in the future since
performance is not fixed.  Actual  performance will depend on the type,  quality
and, for some of the Sub-accounts, the maturities of the investments held by the
underlying  mutual funds and upon prevailing  market conditions and the response
of the underlying mutual funds to such conditions.  Actual performance will also
depend on changes in the expenses of the underlying  mutual funds.  In addition,
the amount of charges against each Sub-account will affect performance.

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

HOW THE UNIT PRICE IS DETERMINED

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

         a.       is the net result of:

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

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

         b.       is the net result of:

                  1. the net asset value per share plus any  declared and unpaid
                     dividends  per share of the  underlying  mutual fund shares
                     held  in  that  Sub-account  at the  end  of the  preceding
                     Valuation Period;  plus or minus 2. any per share charge or
                     credit during the preceding Valuation Period as a provision
                     for taxes  attributable  to the operation or maintenance of
                     that Sub-account.

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

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

ADDITIONAL INFORMATION ON FIXED ALLOCATIONS

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

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

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

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

The  reduction  used in  determining  the minimum  interest  rate is two and one
quarter percent of interest (1.90%).

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 insurance risks in relation to
Fixed Allocations, general economic trends and competition. OUR MANAGEMENT MAKES
THE FINAL  DETERMINATION AS TO INTEREST RATES TO BE CREDITED.  WE CANNOT PREDICT
THE RATES WE WILL DECLARE IN THE FUTURE.


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

The formula is:

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

                                     where:

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

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

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

The formula  that  applies if 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.

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

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

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

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



GENERAL INFORMATION

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

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

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

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

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

With  respect  to  approval  of changes to the  investment  advisory  agreement,
approval of a new  investment  advisory  agreement or any change in  fundamental
investment policy,  only Owners maintaining  Account Value as of the record date
in a Sub-account  investing in the applicable  underlying  mutual fund portfolio
will instruct us how to vote on the matter, pursuant to the requirements of Rule
18f-2 under the 1940 Act.

Modification
We reserve the right to any or all of the  following:  (a) combine a Sub-account
with other  Sub-accounts;  (b) combine  Separate  Account 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.

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

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

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

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

INDEPENDENT AUDITORS

Ernst & Young LLP,  Goodwin  Square,  225 Asylum Street,  Hartford,  Connecticut
06103,  independent auditors,  have audited the financial statements of American
Skandia  Life  Assurance   Corporation  and  American   Skandia  Life  Assurance
Corporation  Variable Account B (Class 3 Sub-accounts)  with respect to the year
ended  December 31, 1998 and 1997.  Deloitte & Touche LLP,  Two World  Financial
Center, New York, New York 10281-1433,  independent  auditors,  have audited the
financial statements of American Skandia Life Assurance Corporation and American
Skandia Life Assurance  Corporation  Variable  Account B (Class 3  Sub-accounts)
with  respect to the years  ended  December  31,  1996,  1995 and 1994.  Audited
consolidated   statements  of  financial  condition  of  American  Skandia  Life
Assurance  Corporation  as of  December  31,  1998  and  1997,  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, 1998 are included in
the Prospectus. The audited statement of assets, liabilities and contractowner's
equity for Variable Account B (Class 3 Sub-accounts) as of December 31, 1998 and
the related statement of operations for the periods then ended and statements of
changes in net assets  for the  periods  ended  December  31,  1998 and 1997 are
included herein. The financial  statements included herein and in the Prospectus
have been  audited by Ernst & Young LLP and  Deloitte & Touche LLP,  independent
auditors,  as set forth in their respective reports thereon appearing  elsewhere
herein and in the  Prospectus,  and are  included in reliance  upon such reports
given upon the authority of each firm as experts in accounting and auditing.

LEGAL EXPERTS

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

FINANCIAL STATEMENTS FOR SEPARATE ACCOUNT B (CLASS 3 SUB-ACCOUNTS)

The  statements  which  follow in Appendix A are those of American  Skandia Life
Assurance  Corporation  Variable Account B (Class 3 Sub-accounts) as of December
31, 1998 and for the periods ended  December 31, 1998 and 1997.  There are other
Sub-accounts  included  in  Variable  Account  B that are not  available  in the
product described in the applicable prospectus.

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

We furnish you without charge a copy of any or all the documents incorporated by
reference in this Statement of Additional Information, including any exhibits to
such documents which have been specifically  incorporated by reference. We do so
upon receipt of your  written or oral  request.  Please  address your request to
American Skandia Life Assurance Corporation, Attention: Concierge Desk, P.O. Box
883, Shelton,  Connecticut,  06484. Our phone number is 1-800-752-6342.  You may
also forward such a request electronically to our Customer Service Department at
[email protected].


<PAGE>



                                   APPENDIX A

      Financial Statements for American Skandia Life Assurance Corporation
                    Variable Account B (Class 3 Sub-accounts)

                           (TO BE FILED BY AMENDMENT)









                                     PART C

                                OTHER INFORMATION


<PAGE>


Item 24.  Financial Statements and Exhibits:

(a) All financial  statements  are included in Parts A & B of this  Registration
Statement.

(b)      Exhibits are attached as indicated.

         (1)      Copy of the  resolution of the board of directors of Depositor
                  authorizing the  establishment  of the Registrant for Separate
                  Account B filed via EDGAR with Post-Effective  Amendment No. 6
                  to Registration Statement No. 33-87010, filed March 2, 1998.

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

         (3)               (a) Form of revised Principal  Underwriting Agreement
                           between American  Skandia Life Assurance  Corporation
                           and American Skandia Marketing, Incorporated formerly
                           Skandia Life Equity Sales Corporation filed via EDGAR
                           with  Post-Effective  Amendment No. 6 to Registration
                           Statement No. 33-87010, filed March 2, 1998.

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

         (4)      Copy  of  the  form  of  the  Annuity  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 filed via
                  EDGAR  with  Post-Effective  Amendment  No. 6 to  Registration
                  Statement No. 33-87010, filed March 2, 1998.

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

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

         (7)      Annuity Reinsurance Agreements between Depositor and:

                           (a)  Transamerica  Occidental Life Assurance  Company
                           effective   May  1,   1995   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  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 filed
                           via  EDGAR  with  Post-effective  Amendment  No. 4 to
                           Registration  Statement No. 33-87010,  filed February
                           25, 1997.

                           (b) The Alger  American  Fund  filed  via EDGAR  with
                           Post-Effective   Amendment  No.  6  to   Registration
                           Statement No. 33-87010, filed March 2, 1998.

                           (c) Agreements between Depositor and American Skandia
                           Trust filed via EDGAR with  Post-effective  Amendment
                           No. 4 to Registration  Statement No. 33-87010,  filed
                           February  25, 1997 (At such time,  what later  became
                           American  Skandia  Trust was  known as the  Henderson
                           Global Asset Trust).

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

<TABLE>
<CAPTION>
<S>      <C>                                                                                                <C>
         (9)       Opinion and consent of Werner & Kennedy.                                                 TO BE FILED BY AMENDMENT

         (10)      (a)  Consent of Ernst & Young LLP.                                                       TO BE FILED BY AMENDMENT
                   (b)  Consent of Deloitte & Touche LLP.                                                   TO BE FILED BY AMENDMENT

         (11)      Not applicable.

         (12)      Not applicable.

         (13)     Calculation of Performance  Information for  Advertisement  of
                  Performance filed via EDGAR with Post-effective  Amendment No.
                  2 to this Registration Statement No. 33-86866, filed April 29,
                  1996.

         (14)     Financial Data Schedule                                                                   TO BE FILED BY AMENDMENT
</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, 1998,  there were 1,618
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> 
Patricia J. Abram                                                               Senior Vice President and National
American Skandia Life Assurance Corporation                                     Sales Manager, Variable Life
One Corporate Drive, P.O. Box 883
Shelton, Connecticut  06484-0883

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

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

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

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

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

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

William F. Cordner, Jr.                                                         Vice President,
American Skandia Life Assurance Corporation                                     Customer Focus Teams
One Corporate Drive, P.O. Box 883
Shelton, Connecticut  06484-0883

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Item 31.  Management Services:  None

Item 32.  Undertakings:

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

   
(e)  With  respect  to  the  restrictions  on  withdrawals  for  Texas  Optional
Retirement  Programs  and  Section  403(b)  plans,  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.
    
                                   SIGNATURES


         As required by the Securities  Act of 1933 and the  Investment  Company
Act of 1940, the Registrant  has duly caused this  registration  statement to be
signed on its behalf,  in the Town of Shelton and State of Connecticut,  on this
1st day of March, 1999.

         AMERICAN SKANDIA LIFE ASSURANCE CORPORATION VARIABLE ACCOUNT B
                             (CLASS 3 SUB-ACCOUNTS)
                                   Registrant

                 By: American Skandia Life Assurance Corporation

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

                   AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
                                    Depositor

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

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

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

           Jan R. Carendi*               Chief Executive Officer,                       March 1, 1999
           Jan R. Carendi           Chairman of the Board and Director

                                    (Principal Financial Officer and Principal Accounting Officer)


       /s/ Thomas M. Mazzaferro                Executive Vice President and             March 1, 1999
               Thomas M. Mazzaferro              Chief Financial Officer

       /s/ David R. Monroe                   Treasurer, Vice President and              March 1, 1999
                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/ Kathleen A. Chapman
                                                 Kathleen A. Chapman


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





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