AMERICAN SKANDIA LIFE ASSUR CORP VAR ACCT B CLA 3 SUB ACCT
485BPOS, 2000-04-26
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       Filed with the Securities and Exchange Commission on April 26, 2000

Registration No. 33-88362                    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.
                                GENERAL COUNSEL
              One Corporate Drive, Shelton, CT 06484 (203) 925-6922


                Approximate Date of Proposed Sale to the Public:
         May 1, 2000 or as soon as practicable after the effective date
of this Registration Statement.

It is proposed that this filing become effective: (check appropriate space)  ___
      immediately    upon   filing   pursuant   to  paragraph (b) of Rule 485.
    X on May 1, 2000 pursuant to paragraph (b) of  Rule  485.
 ___  60  days  after  filing  pursuant  to  paragraph  (a)(i) of Rule 485.
  ___ on  ___________  pursuant  to  paragraph (a)(i) of Rule 485.
  ___ 75 days after filing  pursuant to  paragraph  (a)(ii) of Rule 485.
  ___ on  ___________  pursuant  to  paragraph (a)(ii) of Rule 485.
  ___ If  checked,  this  post-effective  amendment  designates  a new
         effective date for a previously filed post-effective amendment.

<TABLE>
<CAPTION>
        <S>                       <C>                     <C>                   <C>                   <C>
================================================================================================================================
                                CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933

                                                          Proposed               Proposed
                                                          Maximum                 Maximum
                                    Amount                Offering              Aggregate               Amount of
        Title of Securities          to be                 Price                 Offering             Registration
          to be Registered        Registered              Per Unit                 Price                   Fee
- --------------------------------------------------------------------------------------------------------------------------------

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 1999 was filed within
90 days of the close of the fiscal year.
- --------------------------------------------------------------------------------
Gal3



                  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  the Galaxy  Variable  Annuity,  a flexible  premium
deferred  annuity (the  "Annuity")  offered by American  Skandia Life  Assurance
Corporation  ("we",  "our" or "us")  exclusively to customers of Fleet Financial
Group,  Inc.  and its  affiliates.  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 45. The Annuity or
certain of its investment  options  and/or  features 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 or 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?
|X|    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.

|X|    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.

|X|    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:  Galaxy VIP Fund,  American  Skandia Trust,  The
       Alger American Fund and Montgomery Variable Series.


|X|    During the payout period,  commonly called "annuitization," you can elect
       to receive annuity  payments (1) for life; (2) for life with a guaranteed
       minimum  number  of  payments;  (3)  based  on  joint  lives;  (4)  for a
       guaranteed number of payments; or other options we may make available.


|X|    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.

|X|    This Annuity  offers a basic Death  Benefit.  It also offers two Optional
       Death  Benefits  that provide an enhanced  level of  protection  for your
       beneficiary(ies) for an additional charge.

|X|    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.

|X|    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.

|X|    The Annuity may provide  additional  benefits  for Owners who exchange an
       existing contract from an unaffiliated insurance company for the Annuity.
- --------------------------------------------------------------------------------
These  annuities are NOT deposits or  obligations  of, or issued,  guaranteed or
endorsed by, Fleet Bank or its affiliates,  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 1-800-444-3970.
Prospectus Dated: May 1, 2000
Statement of Additional Information Dated: May 1, 2000
GAL3-PROS- (05/2000)                                                  GVAPROPROD


<PAGE>


HOW DO I PURCHASE THIS ANNUITY?

We sell the Annuity through licensed,  registered  financial  professionals.  To
purchase  this  Annuity  you must be a customer of one or more  subsidiaries  of
Fleet Financial Group, Inc. at the time the Annuity is issued. You must complete
an application and submit a minimum initial purchase  payment of $5,000.  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 $5,000.  There is no
age  restriction  to purchase  the  Annuity.  However,  the basic Death  Benefit
provides greater protection for persons under age 75.


================================================================================
American  Skandia  offers  several  different  annuities  which  your  financial
professional  may be  authorized  to offer to you.  Each  annuity has  different
features and benefits that may be  appropriate  for you based on your  financial
situation,  your  age and how you  intend  to use  the  annuity.  The  different
features  and benefits  include  variations  in death  benefit  protection,  the
ability to access your annuity's  account value and the charges that you will be
subject to if you choose to surrender the annuity. The fees and charges may also
be different between each annuity.

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

If you are purchasing the Annuity as a replacement for existing variable annuity
or variable life coverage,  you should consider any surrender or penalty charges
you may incur when replacing your existing coverage and that this Annuity may be
subject to a contingent  deferred  sales  charge if you elect to  surrender  the
Annuity or take a partial  withdrawal.  You should  consider your need to access
the annuity's  account value and whether the annuity's  liquidity  features will
satisfy that need.

Trustees of  qualified  retirement  plans  considering  using this  Annuity as a
funding  vehicle for such plans should consult with counsel when  evaluating the
annuity's benefits and costs. In addition, if you are purchasing this Annuity as
an Individual  Retirement Annuity or Tax Sheltered  Annuity,  you should discuss
with your financial professional how the benefits and costs of this annuity will
fit within your overall financial plan.

                               Mailing Addresses:

                   New Business/Additional Purchase Payments:

                   American Skandia Life Assurance Corporation
                                  P.O. Box 7040
                            Bridgeport, CT 06601-7040

                               Exchange Paperwork:

                   American Skandia Life Assurance Corporation
                                  P.O. Box 7039
                            Bridgeport, CT 06601-7039

                            All other correspondence:

                   American Skandia Life Assurance Corporation
                                  P.O. Box 7038
                            Bridgeport, CT 06601-7038

                             Express/Overnight Mail:

                   American Skandia Life Assurance Corporation
                              Three Corporate Drive
                                Shelton, CT 06484



<TABLE>
<CAPTION>
TABLE OF CONTENTS

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

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

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

INVESTMENT OPTIONS................................................................................................................10

   WHAT ARE THE INVESTMENT OBJECTIVES AND POLICIES OF THE PORTFOLIOS?.............................................................10
   WHAT ARE THE FIXED INVESTMENT OPTIONS?.........................................................................................14

FEES AND CHARGES..................................................................................................................14

   WHAT ARE THE CONTRACT FEES AND CHARGES?........................................................................................14
   WHAT CHARGES APPLY SOLELY TO THE VARIABLE INVESTMENT OPTIONS?..................................................................15
   WHAT CHARGES APPLY TO THE FIXED ALLOCATIONS?...................................................................................15
   WHAT CHARGES APPLY IF I CHOOSE AN ANNUITY PAYOUT?..............................................................................15

PURCHASING YOUR ANNUITY...........................................................................................................15

   WHAT ARE OUR REQUIREMENTS FOR PURCHASING THE ANNUITY?..........................................................................16

MANAGING YOUR ANNUITY.............................................................................................................16

   MAY I CHANGE THE OWNER, ANNUITANT AND BENEFICIARY DESIGNATIONS?................................................................16
   MAY I RETURN THE ANNUITY IF I CHANGE MY MIND?..................................................................................16
   MAY I MAKE ADDITIONAL PURCHASE PAYMENTS?.......................................................................................17
   MAY I MAKE SCHEDULED PAYMENTS DIRECTLY FROM MY BANK ACCOUNT?...................................................................17
   MAY I MAKE PURCHASE PAYMENTS THROUGH A SALARY REDUCTION PROGRAM?...............................................................17
   ADDITIONAL AMOUNTS ON EXCHANGES................................................................................................17

MANAGING YOUR ACCOUNT VALUE.......................................................................................................18

   HOW AND WHEN ARE PURCHASE PAYMENTS INVESTED?...................................................................................18
   ARE THERE RESTRICTIONS OR CHARGES ON TRANSFERS BETWEEN INVESTMENT OPTIONS?.....................................................19
   DO YOU OFFER DOLLAR COST AVERAGING?............................................................................................19
   DO YOU OFFER A PROGRAM TO BALANCE FIXED AND VARIABLE INVESTMENTS?..............................................................19
   MAY I AUTHORIZE MY FINANCIAL REPRESENTATIVE TO MANAGE MY ACCOUNT?..............................................................20
   HOW DO THE FIXED INVESTMENT OPTIONS WORK?......................................................................................20
   HOW DO YOU DETERMINE RATES FOR FIXED ALLOCATIONS?..............................................................................20
   HOW DOES THE MARKET VALUE ADJUSTMENT WORK?.....................................................................................20
   WHAT HAPPENS WHEN MY GUARANTEE PERIOD MATURES?.................................................................................21

AMERICAN SKANDIA'S PERFORMANCE ADVANTAGE..........................................................................................21


ACCESS TO ACCOUNT VALUE...........................................................................................................23

   WHAT TYPES OF DISTRIBUTIONS ARE AVAILABLE TO ME?...............................................................................23
   ARE THERE TAX IMPLICATIONS FOR DISTRIBUTIONS?..................................................................................23
   CAN I WITHDRAW A PORTION OF MY ANNUITY?........................................................................................23
   IS THERE A CHARGE FOR A PARTIAL WITHDRAWAL?....................................................................................23
   CAN I MAKE WITHDRAWALS FROM MY ANNUITY WITHOUT A CDSC?.........................................................................24
   HOW MUCH CAN I WITHDRAW AS A FREE WITHDRAWAL?..................................................................................24
   CAN I MAKE PERIODIC WITHDRAWALS FROM THE ANNUITY DURING THE ACCUMULATION PERIOD?...............................................24
   WHAT ARE MINIMUM DISTRIBUTIONS AND WHEN WOULD I NEED TO MAKE THEM?.............................................................25
   CAN I SURRENDER MY ANNUITY FOR ITS VALUE?......................................................................................25
   WHAT IS A MEDICALLY-RELATED SURRENDER AND HOW DO I QUALIFY?....................................................................25
   WHAT TYPES OF ANNUITY PAYMENT OPTIONS ARE AVAILABLE UPON ANNUITIZATION?........................................................25
   HOW AND WHEN DO I CHOOSE THE ANNUITY PAYMENT OPTION?...........................................................................26
   HOW ARE ANNUITY PAYMENTS CALCULATED?...........................................................................................26

DEATH BENEFIT.....................................................................................................................27

   WHAT TRIGGERS THE PAYMENT OF A DEATH BENEFIT?..................................................................................27
   DEATH BENEFIT OPTIONS..........................................................................................................27

VALUING YOUR INVESTMENT...........................................................................................................29

   HOW IS MY ACCOUNT VALUE DETERMINED?............................................................................................30
   WHAT IS THE SURRENDER VALUE OF MY ANNUITY?.....................................................................................30
   HOW AND WHEN DO YOU VALUE THE SUB-ACCOUNTS?....................................................................................30
   HOW DO YOU VALUE FIXED ALLOCATIONS?............................................................................................30
   WHEN DO YOU PROCESS AND VALUE TRANSACTIONS?....................................................................................30

TAX CONSIDERATIONS................................................................................................................31

   WHAT ARE SOME OF THE FEDERAL TAX CONSIDERATIONS OF THIS ANNUITY?...............................................................31
   HOW ARE AMERICAN SKANDIA AND THE SEPARATE ACCOUNTS TAXED?......................................................................31
   IN GENERAL, HOW ARE ANNUITIES TAXED?...........................................................................................31
   HOW ARE DISTRIBUTIONS TAXED?...................................................................................................31
   WHAT TAX CONSIDERATIONS ARE THERE FOR TAX-QUALIFIED RETIREMENT PLANS OR QUALIFIED CONTRACTS?...................................33
   HOW ARE DISTRIBUTIONS FROM QUALIFIED CONTRACTS TAXED?..........................................................................34
   GENERAL TAX CONSIDERATIONS.....................................................................................................35

GENERAL INFORMATION...............................................................................................................36

   HOW WILL I RECEIVE STATEMENTS AND REPORTS?.....................................................................................36
   WHO IS AMERICAN SKANDIA?.......................................................................................................36
   WHAT ARE SEPARATE ACCOUNTS?....................................................................................................36
   WHAT IS THE LEGAL STRUCTURE OF THE UNDERLYING FUNDS?...........................................................................37
   WHO DISTRIBUTES ANNUITIES OFFERED BY AMERICAN SKANDIA?.........................................................................38
   AVAILABLE INFORMATION..........................................................................................................39
   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE................................................................................39
   HOW TO CONTACT US..............................................................................................................39
   INDEMNIFICATION................................................................................................................40
   LEGAL PROCEEDINGS..............................................................................................................40
   EXECUTIVE OFFICERS AND DIRECTORS.....................................................................
   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  ("CDSC")  and/or  any  Annual
Maintenance Fee. The Account Value includes any additional amounts we applied to
your Purchase  Payments  that we are entitled to recover upon  surrender of your
Annuity. The 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.  The 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.

Participant:  The eligible entity or person named as having  ownership rights in
relation to the Annuity,  whether the Annuity is issued as a certificate under a
group annuity contract or as an individual contract.

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>
Contingent Deferred Sales          Yr. 1         Yr. 2        Yr. 3        Yr. 4       Yr. 5+               Upon Surrender or
Charge                                                                                                     Partial Withdrawal
The charge is a percentage of                                                                    Applicable period measured from the
each applicable purchase                                                                          date  each purchase payment is
payment                                                                                           allocated
- ------------------------------- ------------- ------------ ------------ ------------ -----------------------------------------------
- ------------------------------- ------------- ------------ ------------ ------------ -----------------------------------------------
                                    4.0%         3.0%         2.0%         1.0%         0.0%
- ------------------------------- ------------- ------------ ------------ ------------ -----------------------------------------------
- ------------------------------- ----------------------------------------------------------------------------------------------------
Annual Maintenance Fee                       Smaller of $35 or 2% of Account Value                     Annually on the contract's
                                      (Only applicable if Account Value is under $50,000)         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.
</TABLE>

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                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.

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

            <S>                                <C>                                              <C>
            Death Benefit Option                 Death Benefit equal to the greater of:            Additional Charge (annually)
- ---------------------------------------------- -------------------------------------------- ----------------------------------------
- ---------------------------------------------- -------------------------------------------- ----------------------------------------
                                               1.   Account Value (no MVA)
                                               2.   Sum of Purchase Payments minus
                  OPTION 1                          the proportional impact of                  0.35% of the current Death Benefit
                                                    withdrawals increasing at 5.0%
                                                    annually

                                               3.   Highest Anniversary Value

- ---------------------------------------------- -------------------------------------------- ----------------------------------------
- ---------------------------------------------- -------------------------------------------- ----------------------------------------
                                               1.   Account Value (no MVA)
                                               2.   Sum of Purchase Payments minus
                  OPTION 2                          the proportional impact of                  0.55% of the current Death Benefit
                                                    withdrawals increasing at 7.2%
                                                    annually
                                               3.   Highest Anniversary Value

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



<PAGE>



<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                           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, 1999. The total annual
expenses are the sum of the  investment  management  fee, other expenses and any
12b-1 fees. 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.


- ------------------------------------------------------------------------------------------------------------------------------------
                                                                               Estimated

                                                    Management     Other       Distribution  Total Annual   Fee Waivers    Net
              UNDERLYING PORTFOLIO                     Fees        Expenses    and            Portfolio     and Expense    Annual
                                                                               Service        Operating     Reimburse-     Fund
                                                                               (12b-1)         Expenses       ment (2)     Operating
                                                                                Fees (1)                                   Expenses

- ------------------------------------------------------------------------------------------------------------------------------------
The Galaxy VIP Fund:

<S>                                                    <C>           <C>          <C>           <C>            <C>           <C>
  Money Market                                         0.40%         0.42%        0.00%         0.82%          0.41%         0.41%
  Equity                                               0.75%         0.21%        0.00%         0.96%          0.00%         0.96%
  High Quality Bond                                    0.55%         0.48%        0.00%         1.03%          0.39%         0.64%
  Asset Allocation                                     0.75%         0.27%        0.00%         1.02%          0.00%         1.02%
  Growth and Income                                    0.75%         0.74%        0.00%         1.49%          0.00%         1.49%
  Small Company Growth                                 0.75%         5.22%        0.00%         5.97%          4.37%         1.60%
  Columbia Real Estate Equity II                       0.75%         5.16%        0.00%         5.91%          4.21%         1.70%
  Columbia High Yield II                               0.60%         2.29%        0.00%         2.89%          1.29%         1.60%

American Skandia Trust:

  AST American Century International Growth            1.00%         0.50%        0.00%         1.50%           N/A          1.50%
  AST American Century International Growth II         1.00%         0.26%        0.02%         1.28%           N/A          1.28%
  AST Janus Small-Cap Growth                           0.90%         0.18%        0.01%         1.09%           N/A          1.09%
  AST Neuberger Berman Mid-Cap Value                   0.90%         0.23%        0.12%         1.25%           N/A          1.25%
  AST Alger All-Cap Growth (3)                         0.95%         0.22%        0.06%         1.23%           N/A          1.23%
  AST JanCap Growth                                    0.90%         0.14%        0.01%         1.05%          0.04%         1.01%
  AST INVESCO Equity Income                            0.75%         0.18%        0.04%         0.97%           N/A          0.97%
  AST T. Rowe Price Global Bond                        0.80%         0.31%        0.00%         1.11%           N/A          1.11%

The Alger  American Fund:

  MidCap Growth                                        0.80%         0.05%          N/A         0.85%          0.00%         0.85%

Montgomery Variable Series:

  Emerging Markets                                     1.25%         0.50%          N/A         1.75%          0.00%         1.75%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


1    American  Skandia  Trust (the  "Trust")  adopted a  Distribution  Plan (the
     "Distribution Plan") under Rule 12b-1 of the Investment Company Act of 1940
     to permit  an  affiliate  of the  Trust's  Investment  Manager  to  receive
     brokerage  commissions in connection with purchases and sales of securities
     held by Portfolios of the Trust,  and to use these  commissions  to promote
     the sale of shares of such  Portfolios.  The  staff of the  Securities  and
     Exchange  Commission  takes the position that commission  amounts  received
     under the Distribution Plan should be reflected as distribution expenses of
     the Portfolios.  The Portfolios would pay the same or comparable commission
     amounts irrespective of the Distribution Plan;  accordingly,  total returns
     for  the  Portfolios  are  not  expected  to  be  adversely  affected.  The
     Distribution Fee estimates are derived from data regarding each Portfolio's
     brokerage  transactions,  and the proportions of such transactions directed
     to selling dealers,  for the period ended December 31, 1999. However, it is
     not  possible  to  determine  with  accuracy  actual  amounts  that will be
     received under the Distribution Plan. Such amounts will vary based upon the
     level of a Portfolio's brokerage activity,  the proportion of such activity
     directed under the Distribution Plan, and other factors.
2    The  Investment  Manager of American  Skandia Trust has agreed to reimburse
     and/or waive fees for certain  Portfolios  until at least October 17, 2000.
     The caption "Total Annual Fund Operating Expenses" reflects the Portfolios'
     fees and expenses before such waivers and reimbursements, while the caption
     "Net Annual Fund  Operating  Expenses"  reflects the effect of such waivers
     and reimbursements.
3    This  Portfolio  commenced  operations  as of  December  30,  1999.  "Other
     Expenses"  shown are based on estimated  amounts for the fiscal year ending
     December 31, 2000.



<PAGE>


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;  and (f) the expenses  throughout the
period for the underlying  mutual fund  portfolios  will be the "Net Annual Fund
Operating  Expenses," 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 also do
not  reflect  the  impact of any  Target  Value  Credits  that may be applied to
Purchase Payments within the first Annuity Year.

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)
- ------------------------------------------------------------------------------------------------------------------------------------



                                       ---------------------------------------------- ------- --------------------------------------
                                     If you  surrender  your Annuity at the end of           If you do not  surrender  your  Annuity
                                     the applicable time period,  and your Account           at  the  end  of  the  applicable  time
                                     Value  is  $50,000  or  higher,  so that  the           period   or   begin   taking    annuity
                                     annual  maintenance  fee does not apply,  you           payments   at  such   time,   and  your
                                     would pay the following  expenses on a $1,000           Account Value is $50,000 or higher,  so
                                     investment,  assuming  5%  annual  return  on           that the  annual  maintenance  fee does
                                     assets:                                                 not apply,  you would pay the following
                                                                                             expenses   on  a   $1,000   investment,
                                                                                             assuming 5% annual return on assets:
                                       ---------------------------------------------- ------- --------------------------------------


                                       After:                                            After:
- ------------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------- --------- ---------- --------- ---------- ------- ---------- --------- ---------- -----
Sub-Account:                             1 Year    3 Years    5 Years   10 Years           1 Year     3 Years   5 Years    10 Years
- ---------------------------------------- -------- ---------- --------- ---------- ------- ---------- --------- ---------- ----------
<S>                                            <C>       <C>        <C>       <C>                <C>        <C>       <C>        <C>
GAL Money Market 3                             55        62         77        174                15         42        77         174
GAL Equity 3                                   60        82        106        229                20         62        106        229
GAL High Quality Bond 3                        57        71         89        197                17         51        89         197
GAL Asset Allocation 3                         61        84        109        234                21         64        109        234
GAL Growth and Income 3                        65        96        129        275                25         76        129        275
GAL Small Company Growth 3                     66        98        133        282                26         78        133        282
GAL Columbia Real Estate Equity II 3           67        102       140        296                27         82        140        296
GAL Columbia High Yield II 3                   66        98        133        282                26         78        133        282

AST American Century International Growth 3    60        83        107        231                20         63        107        231
AST American Century International Growth      63        92        123        262                23         72        123        262
II 3

AST Janus Small-Cap Growth 3                   61        86        113        243                21         66        113        243
AST Neuberger Berman Mid-Cap Value 3           62        89        118        254                22         69        118        254
AST Alger All-Cap Growth 3                     62        89        118        253                22         69        118        253
AST JanCap Growth 3                            60        84        109        234                20         64        109        234
AST INVESCO Equity Income 3                    60        83        107        230                20         63        107        230
AST T. Rowe Price Global Bond 3                62        87        114        245                22         67        114        245

AA MidCap Growth 3                             59        79        101        219                19         59        101        219

MV Emerging Markets 3                          67        103       141        299                27         83        141        299
- -------------------------------------------- ---- ---------- --------- ---------- ------- ---------- --------- ---------- ----------
</TABLE>




<PAGE>



<TABLE>
<CAPTION>
                                      -------------------------------------------- ------- -----------------------------------------
                                      If you  surrender  your  Annuity at the end           If you do not  surrender  your  Annuity
                                      of the  applicable  time  period,  and your           at  the  end  of  the  applicable  time
                                      Account  Value is lower  than  $50,000,  so           period   or   begin   taking    annuity
                                      that  the  maintenance  fee  applies,   you           payments   at  such   time,   and  your
                                      would  pay  the  following  expenses  on  a           Account  Value is lower  than  $50,000,
                                      $1,000   investment,   assuming  5%  annual           so that the  maintenance  fee  applies,
                                      return on assets:                                     you  would pay the  following  expenses
                                                                                            on a  $1,000  investment,  assuming  5%
                                                                                            annual return on assets:
                                      -------------------------------------------- ------- -----------------------------------------


                                       After:                                            After:
- ------------------------------------------------------------------------------------------------------------------------------------
- --------------------------------------- --------- ---------- --------- ---------- ------- ---------- --------- ---------- ----------
Sub-Account:                              1 Year    3 Years    5 Years   10 Years           1 Year     3 Years   5 Years    10 Years
- ------------------------------------------------- ---------- --------- ---------- ------- ---------- --------- ---------- ----------
<S>                                            <C>       <C>        <C>       <C>                <C>        <C>       <C>        <C>
GAL Money Market 3                             57        68         87        184                17         48        87         184
GAL Equity 3                                   62        88        116        249                22         68        116        249
GAL High Quality Bond 3                        59        77         99        211                19         57        99         211
GAL Asset Allocation 3                         63        90        119        254                23         70        119        254
GAL Growth & Income 3                          62        88        116        247                22         68        116        247
GAL Small Company Growth 3                     66        100       136        288                26         80        136        288
GAL Columbia Real Estate Equity II 3           69        108       149        313                29         88        149        313
GAL Columbia High Yield II 3                   66        100       136        288                26         80        136        288

AST American Century International Growth 3    62        89        117        251                22         69        117        251
AST American Century International Growth      64        95        128        272                24         75        128        272
II 3

AST Janus Small-Cap Growth 3                   63        92        123        261                23         72        123        261
AST Neuberger Berman Mid-Cap Value 3           64        95        128        271                24         75        128        271
AST Alger All-Cap Growth 3                     64        95        128        270                24         75        128        270
AST JanCap Growth 3                            62        89        119        254                22         69        119        254
AST INVESCO Equity Income 3                    62        88        117        250                22         68        117        250
AST T. Rowe Price Global Bond 3                64        93        124        260                24         73        124        264

AA MidCap Growth 3                             61        84        111        236                21         64        111        236

MV Emerging Markets 3                          69        109       151        318                29         89        151        318
- ----------------------------------------------------- ---------- --------- ---------- ------- ---------- --------- ---------- -----
</TABLE>



<PAGE>


INVESTMENT OPTIONS

WHAT ARE THE INVESTMENT OBJECTIVES AND POLICIES 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. There is
no guarantee that any underlying  mutual fund portfolio will meet its investment
objective.


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.

Some of the Portfolios  available as Sub-accounts  under the Annuity are managed
by the same  portfolio  advisor or  sub-advisor as a retail mutual fund that the
Portfolio  may have been modeled  after at the  Portfolio's  inception.  Certain
retail  mutual  funds may also have been modeled  after a  Portfolio.  While the
investment objective and policies of the funds may be substantially similar, the
actual investments made by the funds will differ to varying degrees. Differences
in the  performance  of the funds can be  expected,  and in some cases  could be
substantial. Details about the investment objectives, policies, risks, costs and
management of the  Portfolios are found in the  prospectuses  for the underlying
mutual funds.

================================================================================
Effective  January 19,  2000,  the AST Janus  Small-Cap  Growth  portfolio is no
longer offered as a Sub-account under the Annuity. Owners of Contracts issued on
or before  January 18, 2000 may not allocate  additional  Account  Value or make
transfers into the AST Janus Small-Cap Growth  Sub-account,  except that, Owners
who had  previously  elected  a bank  drafting,  dollar  cost  averaging,  asset
allocation and/or rebalancing  program will be allowed to continue.  However, no
changes involving the AST Janus Small-Cap Growth Sub-account may be made to such
programs.

The Portfolio may be offered as a Sub-account to Contract  Owners at some future
date; however, at the present time, American Skandia has no intention to do so.

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

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

<PAGE>


<TABLE>
<CAPTION>
- ------------------- ---------------------------------------------------------------------------------------- -----------------------
                                                                                              PORTFOLIO
      STYLE/                     INVESTMENT OBJECTIVES/POLICIES                                ADVISOR/
       TYPE                                                                                   SUB-ADVISOR
- ------------------- ---------------------------------------------------------------------------------------- -----------------------
- ------------------- ---------------------------------------------------------------------------------------- -----------------------
<S>                 <C>                                                                 <C>
   CAPITAL          GAL VIP  Money  Market:  seeks  as high a level  of  current        Fleet Investment
PRESERVATION        income as is  consistent  with  liquidity  and  stability of         Advisors, Inc.
                    principal.  The Portfolio invests in a diversified portfolio
                    of money market  instruments,  including  commercial  paper,
                    notes and bonds  issued  by U.S.  corporations,  obligations
                    issued  by  the  U.S.   Government   and  its  agencies  and
                    instrumentalities,   and  obligations  issued  by  U.S.  and
                    foreign  banks,   such  as  certificates  of  deposit.   The
                    Portfolio  also invests in repurchase  agreements  backed by
                    U.S. Government obligations.
 ---------- ------------------------------------------------------------------------------------------------ -----------------------
LONG-TERM BOND      GAL VIP High  Quality  Bond:  seeks a high  level of current        Fleet Investment
                    income   consistent  with  prudent  risk  of  capital.   The         Advisors, Inc.
                    Portfolio  invests   primarily  in  obligations   issued  or
                    guaranteed  by  the  U.S.   Government,   its  agencies  and
                    instrumentalities,  as well as in corporate debt obligations
                    such as notes and  bonds.  The  Portfolio  also  invests  in
                    asset-backed  and  mortgage-backed  securities  and in money
                    market  instruments,  such  as  commercial  paper  and  bank
                    obligations.
- ----------- ------------------------------------------------------------------------------------------------ -----------------------
 HIGH YIELD         GAL VIP  Columbia  High  Yield  II:  seeks a high  level  of        Fleet Investment
   BOND             current income by investing  primarily in lower-rated  fixed         Advisors, Inc.
                    income  securities.  Capital  appreciation  is  a  secondary
                    objective when consistent with the objective of high current
                    income.  The Portfolio  normally invests at least 65% of its
                    total assets in high  yielding  corporate  debt  securities,
                    such as  bonds,  debentures  and  notes.  Such  lower  rated
                    securities  are not  considered  to be of  investment  grade
                    quality and are commonly referred to as "junk bonds."
- ------------------- ------------------------------------------------------------------------------------------------ ---------------
                    AST T. Rowe Price Global Bond: seeks to provide high current        Rowe  Price-Fleming International, Inc.
GLOBAL BOND         income  and  capital  growth by  investing  in  high-quality
                    foreign and U.S. government bonds. The Portfolio will invest
                    at  least  65%  of its  total  assets  in  bonds  issued  or
                    guaranteed  by the  U.S.  or  foreign  governments  or their
                    agencies   and  by  foreign   authorities,   provinces   and
                    municipalities.  Corporate bonds may also be purchased.  The
                    Sub-advisor  bases its  investment  decisions on fundamental
                    market factors,  currency  trends,  and credit quality.  The
                    Portfolio   generally   invests  in   countries   where  the
                    combination of  fixed-income  returns and currency  exchange
                    rates  appears  attractive,  or,  if the  currency  trend is
                    unfavorable,   where  the  Sub-advisor   believes  that  the
                    currency  risk  can  be  minimized   through  hedging.   The
                    Portfolio  may also  invest  up to 20% of its  assets in the
                    aggregate in below investment-grade,  high-risk bonds ("junk
                    bonds").
- ----------- ------------------------------------------------------------------------------------------------ -----------------------
ASSET               GAL VIP  Asset  Allocation:  seeks a high  total  return  by        Fleet Investment
ALLOCATION          providing  both a current  level of income  that is  greater         Advisors, Inc.
                    than that produced by the popular  stock market  averages as
                    well as  long-term  growth in the  value of the  Portfolio's
                    assets.  The Portfolio aims to provide income that is higher
                    than the average income  provided by stocks  included in the
                    popular  stock market  averages.  The  Portfolio  also seeks
                    long-term growth in the value of its assets.  Fleet attempts
                    to achieve  these  goals and reduce risk by  allocating  the
                    Portfolio's assets among short-term debt securities,  common
                    stocks,  preferred  stocks and bonds.  The Portfolio seeks a
                    mix of stocks and bonds that will  produce  both  income and
                    long-term capital growth.
- ----------- ------------------------------------------------------------------------------------------------ -----------------------
EQUITY INCOME       AST INVESCO Equity Income:  seeks capital growth and current        INVESCO Funds Group, Inc.
                    income  while  following  sound  investment  practices.  The
                    Portfolio  seeks to achieve its  objective  by  investing in
                    securities  that are  expected  to produce  relatively  high
                    levels  of  income  and  consistent,   stable  returns.  The
                    Portfolio normally will invest at least 65% of its assets in
                    dividend-paying  common and preferred stocks of domestic and
                    foreign issuers.  Up to 30% of the Portfolio's assets may be
                    invested  in  equity  securities  that  do not  pay  regular
                    dividends.
- ----------- ------------------------------------------------------------------------------------------------ -----------------------


<PAGE>

- ------------------- ---------------------------------------------------------------------------------------- -----------------------
                                                                                              PORTFOLIO
      STYLE/                     INVESTMENT OBJECTIVES/POLICIES                                ADVISOR/
       TYPE                                                                                   SUB-ADVISOR
- ------------------- ---------------------------------------------------------------------------------------- -----------------------
- ------------------- ---------------------------------------------------------------------------------------- -----------------------
GROWTH              GAL VIP Growth  and  Income:  seeks to provide a  relatively        Fleet Investment
  &                 high total return through long-term capital appreciation and         Advisors, Inc.
INCOME              current income.  The Portfolio normally invests at least 65%
                    of its total assets in the common  stocks of U.S.  companies
                    with  large  market   capitalizations   (generally  over  $2
                    billion) that have  prospects for  above-average  growth and
                    dividends.  The Advisor focuses on stocks which are believed
                    to be attractively  priced relative to expectations  for the
                    future performance of the issuing company.
- ----------- ------------------------------------------------------------------------------------------------ -----------------------
REAL ESTATE         GAL VIP Columbia Real Estate  Equity II:  seeks,  with equal        Fleet Investment
  (REIT)            emphasis,  capital  appreciation and  above-average  current         Advisors, Inc.
                    income by investing  primarily in the equity  securities  of
                    companies  in  the  real  estate  industry.   The  Portfolio
                    normally  invests  at least 65% of its  total  assets in the
                    equity  securities,  primarily  common stocks,  of companies
                    principally  engaged in the real estate industry,  primarily
                    real  estate  investment  trusts  ("REITs").  The  Portfolio
                    invests primarily in the securities of U.S. companies.
- ------------------------------------------------------------------------------------------------------------ -----------------------
                    AST  JanCap  Growth:  seeks  growth of  capital  in a manner        Janus Capital Corporation
                    consistent with the preservation of capital.  Realization of
                    income is not a significant investment consideration and any
                    income realized on the Portfolio's  investments,  therefore,
                    will  be  incidental  to  the  Portfolio's  objective.   The
                    Portfolio  will pursue its objective by investing  primarily
                    in common stocks of companies that the Sub-advisor  believes
                    are  experiencing  favorable  demand for their  products and
                    services,  and which operate in a favorable  competitive and
                    regulatory  environment.  The Sub-advisor  generally takes a
                    "bottom  up"  approach  to  choosing   investments  for  the
                    Portfolio. In other words, the Sub-advisor seeks to identify
                    individual companies with earnings growth potential that may
                    not be recognized by the market at large.
LARGE CAP EQUITY
                    ------------------------------------------------------------------------------------------------ ---------------
                    GAL VIP  Equity:  seeks  long-term  growth by  investing  in        Fleet Investment
                    companies that the Portfolio's  investment  adviser believes         Advisors, Inc.
                    have  above-average   earnings   potential.   The  Portfolio
                    normally  invests  at least  75% of its  total  assets  in a
                    broadly diversified portfolio of equity securities issued by
                    U.S. companies,  primarily common stocks and securities that
                    can be converted into common stocks.  The Portfolio normally
                    invests  at least  65% of its  total  assets  in the  common
                    stocks of U.S.  companies with large market  capitalizations
                    (generally   over  $2  billion)  that  have   prospects  for
                    above-average growth and dividends.
- ------------------------------------------------------------------------------------------------ -----------------------------------
ALL-CAP             AST Alger All-Cap Growth:  seeks  long-term  capital growth.        Fred Alger Management, Inc.
EQUITY              The Portfolio invests primarily in equity  securities,  such
                    as  common  or  preferred  stocks,  that are  listed on U.S.
                    exchanges or in the  over-the-counter  market. The Portfolio
                    may  invest in the equity  securities  of  companies  of all
                    sizes, and may emphasize either larger or smaller  companies
                    at a given time  based on the  Sub-advisor's  assessment  of
                    particular companies and market conditions.
- ------------------- ---------------------------------------------------------------------------------------- -----------------------
                    AST Neuberger  Berman Mid-Cap Value:  seeks capital  growth.        Neuberger  Berman  Management Incorporated
                    The  Portfolio  primarily  invests in the  common  stocks of
                    mid-cap  companies.  Under  the  Portfolio's  value-oriented
                    investment approach,  the Sub-advisor looks for well-managed
                    companies  whose stock prices are  undervalued  and that may
                    rise in price before other  investors  realize  their worth.
                    Factors  that  the  Sub-advisor  may use to  identify  these
                    companies  include  strong  fundamentals,  including  a  low
                    price-to-earnings  ratio,  consistent cash flow, and a sound
                    track record through all phases of the market cycle.
MID-CAP EQUITY      ----------------------------------------------------------------------------------------------------------------
                    The Alger  American Fund - MidCap  Growth:  seeks  long-term        Fred    Alger  Management,  Inc.
                    capital  appreciation.  The  Portfolio  focuses  on  midsize
                    companies  with  promising  growth  potential.  Under normal
                    circumstances, the Portfolio invests primarily in the equity
                    securities  of  companies  having  a  market  capitalization
                    within the range of companies in the S&P MidCap 400 Index.
- ------------------------------  ----------------------------------------------------------------------------------------------------
<PAGE>

- ------------------- ---------------------------------------------------------------------------------------- -----------------------
                                                                                              PORTFOLIO
      STYLE/                     INVESTMENT OBJECTIVES/POLICIES                                ADVISOR/
       TYPE                                                                                   SUB-ADVISOR
- ------------------- ---------------------------------------------------------------------------------------- -----------------------
- ------------------- ---------------------------------------------------------------------------------------- -----------------------
                    AST  Janus  Small-Cap  Growth:  seeks  capital  growth.  The        Janus Capital   Corporation
                    Portfolio  pursues its  objective  by normally  investing at
                    least  65% of its  total  assets  in the  common  stocks  of
                    small-sized   companies,   i.e.,   those  that  have  market
                    capitalizations  of less than $1.5  billion or annual  gross
                    revenues  of less than $500  million.  As a  Portfolio  that
                    invests primarily in smaller or newer issuers, the Portfolio
                    may be  subject  to  greater  risk of loss and  share  price
                    fluctuation than funds investing primarily in larger or more
                    established issuers.
                    ----------------------------------------------------------------------------------------------------------------
SMALL CAP EQUITY
                    GAL VIP Small Company  Growth:  seeks capital  appreciation.        Fleet  Investment Advisors, Inc.
                    The  Portfolio   attempts  to  achieve  this   objective  by
                    investing  at least  65% of its total  assets in the  equity
                    securities, primarily common stocks, of small companies that
                    have market  capitalizations  of $1.5  billion or less.  The
                    Portfolio  invests  primarily  in the  common  stock of U.S.
                    companies  but may  invest up to 20% of its total  assets in
                    foreign equity securities.
- ------------------------------  ----------------------------------------------------------------------------------------------------
                    AST American  Century  International  Growth:  seeks capital        American Century Investment Management, Inc.
                    growth.  The Portfolio  will seek to achieve its  investment
                    objective by investing  primarily  in equity  securities  of
                    foreign   companies  that  the  Sub-advisor   believes  will
                    increase in value over time.  Under normal  conditions,  the
                    Portfolio  will  invest at least 65% of its assets in equity
                    securities of issuers from at least three countries  outside
                    of  the  United  States.   The  Sub-advisor  uses  a  growth
                    investment  strategy it developed  that looks for  companies
                    with  earnings  and revenue  growth.  The  Sub-advisor  will
                    consider  a number of other  factors  in  making  investment
                    selections,  including the  prospects for relative  economic
                    growth among  countries or regions,  economic and  political
                    conditions,  expected  inflation  rates,  currency  exchange
                    fluctuations and tax considerations.
INTERNATIONAL       ----------------------------------------------------------------------------------------------------------------
 EQUITY             AST American Century International Growth II: The investment        American Century Investment Management, Inc.
                    objective,   policies  and  risks  of  the   Portfolio   are
                    substantially identical to those of the AST American Century
                    International  Growth  Portfolio  as  described  immediately
                    above.
- ------------------------------  ----------------------------------------------------------------------------------------------------
EMERGING MARKETS    Montgomery Variable Series - Emerging Markets: seeks capital         Montgomery  Asset  Management,  LLC
                    appreciation,  which  under  normal  conditions  it seeks by
                    investing  at  least  65%  of its  total  assets  in  equity
                    securities  of  companies  in  countries   having   emerging
                    markets. Under normal conditions, investments are maintained
                    in at least six emerging  market  countries at all times and
                    no more than 25% of total  assets  are  invested  in any one
                    emerging market country.
- ------------------------------  ----------------------------------------------------------------------------------------------------
</TABLE>




<PAGE>


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 or transfer  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.

FEES AND 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  or  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+
 ------------------ ---------- ---------- ---------- ---------- ----------
 ------------------ ---------- ---------- ---------- ---------- ----------

 CHARGE (%)            4.0        3.0        2.0        1.0        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 four (4) 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 are 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  Participants  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 on Exchanges (see "Additional Amounts on Exchanges").

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 of the Issue Date of your Annuity
or, if you surrender  your Annuity  during the Annuity Year, the fee is deducted
at the time of surrender.  The Annual  Maintenance  Fee is only deducted if your
Account  Value is less than $50,000 on the  anniversary  of the Issue Date or 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 when
Annuities are sold to  individuals  or a group of  individuals  in a manner that
reduces our  maintenance  expenses.  We would  consider such factors as: (a) the
size and type of group; (b) the number of Annuities  purchased by a Participant;
(c) the  amount  of  Purchase  Payments;  and/or  (d) other  transactions  where
maintenance 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.

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. We may
allow a higher number of transfers each Annuity Year without charging a Transfer
Fee  or may  eliminate  the  Transfer  Fee  for  transfer  requests  transmitted
electronically or through other means that reduce our processing costs.


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  basic
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.

We may 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 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
administration  expenses  are  likely to be  reduced.  We will not  discriminate
unfairly  between  Annuity  purchasers  if and when we reduce the portion of the
Insurance Charge attributed to the charge covering administrative costs.

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.  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?


Initial Purchase  Payment:  To purchase this Annuity,  you must be a customer of
one or more subsidiaries of Fleet Financial Group, Inc., at the time the Annuity
is issued. You must make a minimum initial Purchase Payment of $5,000.  However,
if you decide to make payments under a "bank drafting" program, we will accept a
lower initial Purchase Payment provided that, within the first Annuity Year, you
make at least $5,000 in total  Purchase  Payments.  We must approve any Purchase
Payment in excess of $500,000.

Age Restrictions:  There is no age restriction to purchase the Annuity. However,
the basic Death Benefit  provides  greater  protection for persons under age 75.
You should  consider  your need to access the value in your contract and whether
the  Annuity's  liquidity  features  will  satisfy  that  need.  If  you  take a
distribution  prior  to age 59  1/2,  you may be  subject  to a 10%  penalty  in
addition to ordinary income taxes on any gain.


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

|X|    Participant:  The Participant(s)  holds all rights under the Annuity. You
       may name more than one Participant 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 "Participant."


|X|    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  during the accumulation  period.  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.


|X|    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  Participant,  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:

|X|  a new  Participant  subsequent to the death of the Participant or the first
     of any joint  Participants  to die, except where a  spouse-Beneficiary  has
     become the Participant as a result of an Participant's death;

|X|  a new Annuitant subsequent to the Annuity Date;

|X|  a new  Annuitant  prior to the  Annuity  Date if the Annuity is owned by an
     entity; and
|X|  a  change  in  Beneficiary  if the  Participant  had  previously  made  the
     designation irrevocable.

Spousal Participants/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:

|X|  "surviving spouse";
|X|  each spouse named individually upon the death of the other; or
|X|  a designation which we, in our sole discretion,  determine to be of similar
     intent; then

upon the death of  either  Participant,  the  surviving  spouse  may elect to be
treated as the  Participant  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 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 GAL Money  Market  Sub-account  during the  free-look
period and for a reasonable  additional  amount of time to allow for delivery of
your Annuity.  If you free-look your Annuity,  we will not return any additional
amounts we applied to your Annuity based on your Purchase Payments.

MAY I MAKE ADDITIONAL PURCHASE PAYMENTS?


The minimum  amount  that we accept as an  additional  Purchase  Payment is $100
unless you participate in bank drafting or a periodic  purchase payment program.
We will allocate any  additional  Purchase  Payments you make  according to your
most recent allocation instructions, unless you request new allocations when you
submit a new Purchase Payment.


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".  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  $5,000
during the first 12 months of your Annuity.  The minimum  payment we will accept
using bank drafting is $50. 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 $5,000.

ADDITIONAL AMOUNTS ON EXCHANGES

Under certain  circumstances we may credit Additional Amounts to your Annuity if
you  exchange  an  existing  contract  issued by another  insurance  company not
affiliated  with us (an "Exchange  Contract")  for an Annuity or who add,  under
certain  qualified  plans,  to an  existing  Annuity by  exchanging  an Exchange
Contract. As of the date of this Prospectus, Additional Amounts on Exchanges are
being offered where allowed by law. 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 on Exchanges are payable in an amount equal to the lesser of
the Exchange Credit Limit (shown below) or the amount of any contingent deferred
sales charge (or surrender charge) you paid to surrender your Exchange Contract.
The  Exchange  Credit  Limit is a  percentage  of the net  amount  payable  upon
surrender of the Exchange  Contract.  The Exchange  Credit Limit  depends on the
amount we receive upon surrender of the Exchange  Contract (called the "Exchange
Proceeds") and the age of the oldest of any Participant on the date we apply the
Purchase  Payment  to your  Annuity.  If the  Participant  of the  Annuity is an
entity, the age is determined based on the age of the Annuitant.

 ----------------------------------------------- -------------------------------
      Age of oldest Participant/Annuitant            Exchange Credit Limit*

                                                 -------------------------------
 ----------------------------------------------- -------------------------------
 Less than Age 75                                             2.0%
 ----------------------------------------------- -------------------------------
 ----------------------------------------------- -------------------------------
 At least Age 75 but less than Age 85                         1.0%
 ----------------------------------------------- -------------------------------
 ----------------------------------------------- -------------------------------
 At least Age 85                                             0.50%
 ----------------------------------------------- -------------------------------
  *  as a percentage of the Exchange Proceeds

Any Additional  Amounts on Exchanges are only payable on Exchange  Proceeds from
an Exchange  Contract.  Additional  Amounts  are not  payable on any  additional
Purchase Payments applied to the Annuity unless they also independently  qualify
as Exchange Proceeds.

How do I qualify for Additional Amounts on Exchanges?

We apply the  following  rules to be eligible to receive  Additional  Amounts on
Exchanges:

|X|  You  must  provide  us with  satisfactory  evidence  of the  amount  of any
     surrender charge you paid to surrender the Exchange Contract; and
|X|  You must  acknowledge  in writing  that you are aware that this  Annuity is
     also subject to a Contingent  Deferred Sales Charge or CDSC if you elect to
     surrender  the  Annuity  or  make  a  partial   withdrawal  during  certain
     prescribed periods.

How are Additional Amounts on Exchanges applied to my Account Value?
Additional  Amounts on Exchanges  are applied to your Account Value on the later
of:
1.   the date the  applicable  Purchase  Payment is allocated to the  investment
     options;
2.   30 days after the Issue Date of the Annuity; or
3.   the date we receive  satisfactory  evidence of the amount of any  surrender
     charge you paid to surrender the Exchange Contract.

Additional  Amounts on Exchanges are allocated  pro-rata among the  Sub-accounts
based on your  Account  Value  in the  Sub-accounts  at the  time we  apply  the
Additional Amounts. If you have Account Value allocated to a Fixed Allocation on
the date that we apply Additional Amounts, we will apply a proportionate  amount
of any Additional Amounts to the appropriate Fixed Allocation. We will apply any
interest on Additional  Amount applied to the Fixed Allocation  according to the
rules shown above.

What types of contracts are eligible to receive Additional Amounts on Exchanges?

Additional  Amounts on Exchanges are only payable on Exchange Contracts that are
not deemed to be securities  issued by an entity registered under the Investment
Company Act of 1940 (the  "Investment  Company Act").  An exchange of a variable
annuity or variable  life  insurance  policy under  Section 1035 of the Code, or
certain  "rollovers" or other transfers to an Annuity  pursuant to certain other
sections of the Code will not qualify for Additional  Amounts on Exchanges.  You
and your financial  representative  should  carefully  evaluate whether you will
benefit from surrendering your Exchange Contract and purchasing the Annuity.

In particular, you should consider the following factors:

1.   whether a contingent  deferred  sales  charge or  surrender  charge will be
     assessed  under your Exchange  Contract upon surrender and how much will be
     charged;
2.   the amount of time remaining  under your Exchange  Contract  during which a
     Contingent Deferred Sales Charge or surrender charge will apply;
3.   the other  charges  made  under  your  Exchange  Contract  versus the other
     charges under this Annuity.  These charges  generally include the Insurance
     Charge, Transfer Fees and Annual Maintenance Fee;
4.   the Contingent Deferred Sales Charge we apply under this Annuity;
5.   the potential costs if the Contingent Deferred Sales Charge on this Annuity
     or the  surrender  charge on your  Exchange  Contract  is greater  than the
     Exchange Credit Limit under this provision.
6.   You should  consult with your tax advisor as to any adverse  federal income
     tax consequences of such an exchange.

Special Treatment of Additional Amounts

|X|  Any  Additional  Amounts  on  Exchanges  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.
|X|  We do not consider Additional Amounts on Exchanges to be "investment in the
     contract" for income tax purposes.
|X|  You may not withdraw  any  Additional  Amounts on Exchanges  under the Free
     Withdrawal  provision without  assessment of the Contingent  Deferred Sales
     Charge (see "Can I make withdrawals from my Annuity without a CDSC?").
|X|  We reserve the right o increase  or decrease  the  Exchange  Credit  Limit.
     However,  the Exchange Credit Limit in effect at any time will apply to all
     purchases qualifying for Additional Amounts on Exchanges.
|X|  If you qualify to receive  Additional  Amounts on Exchanges and, due to the
     size of the  Exchange  Proceeds,  also are  eligible to receive  Additional
     Amounts  on  Qualifying  Purchase  Payments,  the total  amount of all such
     Additional  Amounts will not exceed the  applicable  Exchange  Credit Limit
     (see "Additional Amounts on Qualifying Purchase Payments").

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
GAL  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
GAL 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 current allocation  instructions.  If any rebalancing
or asset allocation  programs are in effect,  the allocation should 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 twenty (20). 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.  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 may allow a higher number of transfers each Annuity Year
without  charging a Transfer Fee or may  eliminate the Transfer Fee for transfer
requests  transmitted  electronically  or through  other  means that  reduce our
processing costs.


We reserve the right to limit the number of  transfers  in any Annuity  Year for
all existing or new Participants.  We also reserve the right to limit the number
of  transfers  in any  Annuity  Year or to refuse  any  transfer  request  for a
Participant or certain Participants if: (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 $20,000 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:

|X|  You may only use Fixed  Allocations  with  Guarantee  Periods  of 1, 2 or 3
     years.
|X|  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.
|X|  Dollar Cost Averaging transfers from Fixed Allocations are not subject to a
     Market Value Adjustment.

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 6.13%*. 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 0.551593.  That means that $55,159 will
be allocated to the Fixed  Allocation and the remaining  Account Value ($44,841)
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.  The hypothetical values in this example
do not reflect the amount of any Target Value Credits that may apply.

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  financial  transactions  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
transfers  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 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
1-800-444-3970.

A Guarantee Period for a Fixed Allocation begins:

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

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:

|X|  You allocate  $50,000 into a Fixed  Allocation with a Guarantee Period of 5
     years.
|X|  The interest rate for your Fixed Allocation is 5.0% (I = 5.0%).
|X|  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 = $57,881.25

       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 = $57,881.25
       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 if then  available.  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.

AMERICAN SKANDIA'S PERFORMANCE ADVANTAGE


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:

|X|  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.

|X|  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 five 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 benefit 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,  as well as the charge we deduct for any optional benefits you
     elect  under the  Annuity,  but not the  charge we  deduct  for 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. We may
deduct a portion of the Account Value being  withdrawn or  surrendered as a CDSC
and we may also  apply a  Market  Value  Adjustment  to any  Fixed  Allocations.
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  during the  accumulation
phase.  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 requested exceeds Purchase Payments still subject to a CDSC:
4.   we withdraw the remaining  amount from other  surrender value due to Target
     Value Credits and any Additional Amounts on Exchanges.

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
1/2may 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:
|X|  the "Growth" in the Annuity; or
|X|  10% of Purchase Payments that, as of the date of the withdrawal,  have been
     invested for less than the CDSC period (with your Annuity, four (4) 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 on Exchanges"
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 $14,000 in your second  Annuity  Year.  Your
maximum Free  Withdrawal  amount would be the greater of Growth  (Account  Value
minus Purchase  Payments = $4,000) or 10% of Purchase  Payments  ($1,000).  Your
maximum Free Withdrawal amount would therefore be $4,000.

Further  assume that in your third  Annuity Year,  you choose to surrender  your
Annuity.  Assume that after taking your $4,000 Free  Withdrawal  in Year 2, your
Account Value has increased to $11,000 due to positive  investment  performance.
Upon surrender,  we will deduct a CDSC of 2.0% 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  (2.0% of $10,000 = $200).  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  $10,800 minus the Annual  Maintenance Fee (since
the Account value is less than $50,000) and any Target Value Credits.

These  examples  do not reflect the effect of any Target  Value  Credits.  These
amounts are not available as a free withdrawal.

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.

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.  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 prior to the
Annuity   Date  without   application   of  any  CDSC  upon   occurrence   of  a
medically-related  "Contingency  Event". The amount payable will be your Account
Value minus 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:

|X|  the  Annuitant  must be alive as of the  date we pay the  proceeds  of such
     surrender request;
|X|  if the Participant is one or more natural  persons,  all such  Participants
     must also be alive at such time;
|X|  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
|X|  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:

|X|  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
|X|  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  fixed  Annuity  Payment  Options.  Additional
Annuity  Payment  Options,  including  variable  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 a Participant 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:

|X|  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
|X|  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 fixed
Annuity  Payment  Options or any option we make  available  for death  proceeds.
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  Performance
Advantage 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 Target  Value  Credits we applied to your  Purchase
Payments. (see "Recovery of Target Value Credits")

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 75: The Death  Benefit is the
     greater of:

|X|  The sum of all Purchase Payments less the sum of all withdrawals; and
|X|  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 75 or older:  The Death Benefit is
     your Account Value.


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

|X|  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.

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

|X|  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.

|X|  A Proportional  Reduction is a 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 increasing at the appropriate interest rate by 20%.

|X|  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. The amount calculated in Item
         1 & 3 above may be reduced by any Target Value  Credits  under  certain
         circumstances.

     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.

          The  amount  calculated  in Item 1 above may be  reduced by any Target
          Value Credits under certain circumstances.

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. 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 and continue the contract  instead of receiving
the Death Benefit.


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
$90,000.  The Highest  Anniversary  Value at the end of any  previous  period is
$72,000.  The Death Benefit would be the Account Value  ($90,000)  because it is
greater  than  the  Highest  Anniversary  Value  ($72,000)  or the sum of  prior
Purchase  Payments  increased by 5.0%  annually  ($73,872.77 - Option 1) or 7.2%
annually for ($87,202.36 - 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  ($73872.77 - Option 1) or
7.2% annually for  ($87202.36 - 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 $90,000.  During the seventh Annuity Year, the Account Value increases
to as high as  $100,000  but then  subsequently  falls to $80,000 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  ($90,000),
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  ($80,000)  is  lower,  as is the sum of all  prior  Purchase  Payments
increased  by  5.0%  annually  ($73,872.77  -  Option  1) or 7.2%  annually  for
($87,202.36 - 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 0.35% of the then
current Death Benefit when the deduction is taken.  For Option 2, each deduction
is 0.55% 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?

|X|    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.

|X|    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.  The Account Value
includes any additional amounts we applied to your Purchase Payments that we are
entitled to recover upon surrender of your Annuity. 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.  The  Interim  Value does not include the impact of any Market
Value  Adjustment.  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.


TAX CONSIDERATIONS

WHAT ARE SOME OF THE FEDERAL TAX CONSIDERATIONS OF THIS ANNUITY?
Following is a brief summary of some of the Federal tax considerations  relating
to this Annuity.  However,  since the tax laws are complex and tax  consequences
are   affected  by  your   individual   circumstances,   this   summary  of  our
interpretation   of  the   relevant  tax  laws  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 ARE AMERICAN SKANDIA AND THE SEPARATE ACCOUNTS 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 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. Taxation of
the Annuity will depend in large part on:

1.       whether the Annuity is used by:

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

2.       whether the Owner is:
|X|  an individual person or persons; or
|X|  an entity including a corporation, trust or partnership.

Individual  Ownership:  If one or more individuals own an Annuity,  the Owner of
the Annuity is  generally  not taxed on any increase in the value of the 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 and is not a Qualified
Contract, generally the Owner of the Annuity must currently include any increase
in the value of the Annuity during a tax year in its gross income.  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  taxable  in the  year  it is
received.  The amount of any distribution treated as a return of the "investment
in the contract" is not includible in gross income.

|X|  "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).

|X|  "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"  that were 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,  endowment,  or annuity contracts under Section
     1035 of the Code. Unless  "after-tax" or non-deductible  contributions have
     been made to a Qualified  Contract,  the "investment in the contract" for a
     Qualified Contract will be considered zero for tax reporting purposes.

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." The investment in the contract is
excluded from gross income.  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 by the  beneficiary in the tax
year of such death.

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

|X|  Distributions made on or after the taxpayer has attained age 591/2;
|X|  Distributions  made on or after the death of the contract owner, or, if the
     owner is an entity, the death of the annuitant;
|X|  Distributions attributable to the taxpayer's becoming disabled;
|X|  Distributions  which are part of a 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);
|X|  Distributions of amounts which are treated as "investments in the contract"
     made prior to August 14, 1982;
|X|  Payments under an immediate annuity as defined in the Code;
|X|  Distributions under a qualified funding asset under Code Section 130(d); or
|X|  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 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 contracts 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  from any one
contract  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 guidance 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)"  or  "72(q)"   distributions)  Any  modification  to  a  program  of
distributions  which  are  part of a  series  of  substantially  equal  periodic
payments that occur before the later of the taxpayer reaching age 59 1/2 or five
(5) years from the first of such 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.  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 a contract if: (a) purchase payments for the
exchanged  contract were  contributed or deemed to be contributed  more than one
year prior to the annuity starting date 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.

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:

|X|  First, from the amount of "investment in the contract" made prior to August
     14, 1982 and exchanged into the annuity;
|X|  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);
|X|  Then, from any remaining "income on the contract"; and
|X|  Lastly,  from the amount of any  "investment  in the  contract"  made after
     August 13, 1982.

Therefore,  to the extent a distribution is equal to or 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.

On November 22, 1999, the Internal Revenue Service issued an acquiescence in the
decision of the United States Tax Court in Conway v.  Commissioner (111 T.C. 350
(1998)) that a taxpayer's  partial  surrender of an annuity  contract and direct
transfer of the  resulting  proceeds for the purchase of a new annuity  contract
qualifies as a non-taxable  exchange under Section 1035 of the Internal  Revenue
Code.  "Acquiescence"  means that the IRS  accepts the holding of the Court in a
case and  that  the IRS  will  follow  it in  disposing  of cases  with the same
controlling facts.  Prior to the Conway decision,  industry practice has been to
treat a partial surrender of account value as fully taxable to the extent of any
gain in the contract for tax  reporting  purposes and to "step-up"  the basis in
the  contract  accordingly.  However  with the IRS'  acquiescence  in the Conway
decision,  partial  surrenders  may be treated in the same way as tax-free  1035
exchanges of entire contracts,  therefore avoiding current taxation of any gains
in the  contract  as  well  as  the  10%  IRS  tax  penalty  on  pre-age  59 1/2
withdrawals.  The IRS  reserved  the right to treat  transactions  it  considers
abusive as ineligible for this favorable partial 1035 exchange treatment.  We do
not know what  transactions may be considered  abusive.  For example,  we do not
know how the IRS may view early  withdrawals or  annuitizations  after a partial
exchange.  As of the date of this  Prospectus,  we  continue  to report  partial
surrenders  of  non-qualified  annuities  as subject to current  taxation to the
extent of any gain.  However,  we may change our  reporting  procedures to treat
certain of these  transactions  as partial 1035  exchanges.  Should we do so, we
reserve the right to report  transactions that may have been designed to receive
partial  1035  exchange  treatment  as  partial  surrenders  subject  to current
taxation if we, as a reporting and withholding  agent,  believe that we would be
expected to deem a transaction to be abusive.

While the  principles  expressed in the Conway  decision  appear  applicable  to
partial  exchanges from life  insurance,  there is no guidance from the Internal
Revenue  Service as to whether it concurs with  non-recognition  treatment under
Section 1035 of the Code for such transactions. In addition, please be cautioned
that  no  specific  guidance  has  been  provided  as to the  impact  of  such a
transaction  for the remaining life  insurance  policy,  particularly  as to the
subsequent methods to be used to test for compliance under the Code for both the
definition  of  life  insurance  and  the  definition  of a  modified  endowment
contract.

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 intended
to be complete discussions. 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.  The terms and conditions of the  tax-qualified  retirement  plan may
impose other  limitations and restrictions  that are in addition to 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 offer all of its annuities to
all of 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 Section 401(a) of the Code including
401(k) plans.  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.

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

Tax  Sheltered  Annuities:  Under  Section  403(b) of the Code, a tax  sheltered
annuity  ("TSA") is a contract into which  contributions  may be made by certain
qualifying employers such as public schools and certain charitable,  educational
and scientific  organizations  specified in Section 501(c)(3) for the benefit of
their  employees.  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:

- --------------------------------------------------------------------------------
|X|      After the participating employee attains age 59 1/2;
|X|      Upon separation from service, death or disability; or
|X| In the case of financial hardship (subject to restrictions).
- --------------------------------------------------------------------------------

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

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  to  establish  an IRA  and  the  time  when
distributions  must  commence.  Further,  an  Annuity  may be  established  with
"roll-over"  distributions  from  certain  tax-qualified  retirement  plans  and
maintain the tax-deferred status of these amounts.

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 Federal income and penalty taxes.

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.

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

HOW ARE DISTRIBUTIONS FROM QUALIFIED CONTRACTS TAXED?

Distributions  from Qualified  Contracts 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  a  distribution
representing  after-tax  contributions.  Generally, a 10% penalty tax applies to
the taxable  portion of a distribution  from a Qualified  Contract made prior to
age 59 1/2. However, the 10% penalty tax does not apply when the distribution:

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

The exceptions above which are followed by an asterisk (*) do not apply to IRAs.
Certain other exceptions may be available.

Minimum Distributions after age 70 1/2: A participant's  interest in a Qualified
Contract  must  generally be  distributed,  or begin to be  distributed,  by the
"required  beginning date". This is 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  retirement  option is not available to
     IRAs.

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 or life expectancy of the  participant (or the life  expectancies of
the owner 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  or  pursuant  to an annuity
payout.  If the account  balance is used, it generally is based upon the Account
Value as of the close of business on the last day of the previous calendar year.

If the participant  dies before reaching his or her "required  beginning  date",
his or her entire  interest must generally be distributed  within five (5) 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 deceased owner would have attained age 70
1/2. A surviving  spouse  would also have the option to assume the IRA as his or
her own if he or she is the sole designated  beneficiary.  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 Qualified Contracts, may
be subject to automatic 20% withholding for Federal income taxes.  This will not
apply to:

|X|  any portion of a distribution paid as Minimum Distributions;
|X|  direct transfers to the trustee of another retirement plan;
|X|  distributions   from  an  individual   retirement   account  or  individual
     retirement annuity;
|X|  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
|X|  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
on or after  the  assignment  or  pledge of an  entire  annuity  and 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 as  Qualified
Contracts,  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 someone 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 ("American Skandia") is a stock life
insurance  company  domiciled in Connecticut  with licenses in all 50 states and
the District of  Columbia.  American  Skandia is a  wholly-owned  subsidiary  of
American  Skandia,  Inc. formerly known as American Skandia  Investment  Holding
Corporation,  whose ultimate parent is Skandia Insurance Company Ltd., a Swedish
company.  American Skandia markets its products to broker-dealers  and financial
planners  through an internal  field  marketing  staff.  In  addition,  American
Skandia markets through and in conjunction with financial  institutions  such as
banks that are permitted directly, or through affiliates, to sell annuities.


American  Skandia is in the  business of issuing  variable  annuity and variable
life  insurance  contracts.  American  Skandia  currently  offers the  following
products:  (a) flexible  premium  deferred  annuities  and single  premium fixed
deferred  annuities  that are  registered  with the SEC; (b) certain other fixed
deferred  annuities  that are not  registered  with the SEC;  (c) certain  group
variable  annuities that are exempt from registration with the SEC that serve as
funding  vehicles  for various  types of  qualified  pension and profit  sharing
plans;  (d) a single premium  variable life insurance  policy that is registered
with  the  SEC;  and  (e) a  flexible  premium  life  insurance  policy  that is
registered with the SEC.

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 Investment  Company Act
of 1940 ("Investment  Company 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, Fleet Investment Advisors,
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. 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 the
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  Participants  with Account  Value  allocated to that
Sub-account.  Participants  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  Participants  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,  Inc., 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 also  acts as an  introducing  broker-dealer  through  which it  receives  a
portion of brokerage  commissions  in  connection  with  purchases  and sales of
securities  held by  portfolios  of American  Skandia Trust which are offered as
underlying investment options under the Annuity.


ASM's principal  business address is One Corporate Drive,  Shelton,  Connecticut
06484. ASM is registered as broker-dealer  under the Securities  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 eligible persons also will be customers of
one or more  subsidiaries  of Fleet  Financial  Group,  Inc.,  Fleet  Investment
Advisers,  Inc., one of the investment  advisors of one of the underlying mutual
funds,  is a subsidiary of Fleet  Financial  Group,  Inc. In certain cases,  the
broker-dealer may also be an affiliate of one of the investment  advisors of one
of the underlying mutual funds. 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 4.5%.
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.  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
NASDAQ 100, 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 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, 1999 previously filed
by the Company with the SEC under the Exchange Act 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:

|X|  calling  our  Customer  Service  Team at  1-800-444-3970  or our  automated
     telephone access and response system (STARS) at 1-800-766-4530
|X|  writing to us at American  Skandia Life Assurance  Corporation,  Attention:
     Galaxy Annuity Customer  Service,  P.O. Box 7038,  Bridgeport,  Connecticut
     06601-7038
|X|  sending an email to  [email protected]  or  visiting  our
     Internet Website at www.americanskandia.com
|X|  accessing  information  about your Annuity through our Internet  Website at
     www.americanskandia.com

You can obtain account  information  through our automated  telephone access and
response system (STARS) and at  www.americanskandia.com,  our Internet  Website.
Our Customer Service representatives are also available during business hours to
provide  you with  information  about  your  account.  You can  request  certain
transactions  through our telephone voice response system,  our Internet Website
or through a customer service representative.  You can provide authorization for
a third party,  including your  attorney-in-fact  acting  pursuant to a power of
attorney or a financial  professional,  to access your account  information  and
perform certain  transactions on your account.  You will need to complete a form
provided by us which  identifies those  transactions  that you wish to authorize
via telephonic  and  electronic  means and whether you wish to authorize a third
party  to  perform  any  such   transactions.   We  require  that  you  or  your
representative provide proper identification before performing transactions over
the  telephone  or through  our  Internet  Website.  This may include a Personal
Identification  Number  (PIN)  that will be  provided  to you upon issue of your
Annuity or you may establish or change your PIN through our automated  telephone
access and response system (STARS) and at www.americanskandia.com,  our Internet
Website. Any third party that you authorize to perform financial transactions on
your account will be assigned a PIN for your account.

Transactions  requested via telephone are recorded.  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.

American  Skandia  does  not  guarantee  access  to  telephonic  and  electronic
information or that we will be able to accept  transaction  instructions via the
telephone or electronic means at all times.  American Skandia reserves the right
to limit, restrict or terminate telephonic and electronic transaction privileges
at any time.

INDEMNIFICATION

Insofar as indemnification  for liabilities  arising under the Securities Act of
1933 (the "Securities  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 SEC such indemnification is against
public policy as expressed in the Securities 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.

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

Patricia J. Abram                                             Senior Vice President                            Senior Vice President
48                                                                                                       and National Sales Manager,
                                                                                                                      Variable Life:
                                                                                                                   American Skandia
                                                                                                             Marketing, Incorporated

Ms. Abram  joined us in 1998.  She  previously  held the position of Senior Vice
President,  Chief Marketing Officer with Mutual Service  Corporation.  Ms. Abram
was employed there since 1982.

Lori Allen                                                    Vice President                                         Vice President:
30                                                                                                             American Skandia Life
                                                                                                               Assurance Corporation

Kimberly Anderson                                             Vice President                                         Vice President,
33                                                                                                           National Sales Manager/
                                                                                                                    Qualified Plans:
                                                                                            American Skandia Marketing, Incorporated

Robert M. Arena                                               Vice President                                         Vice President:
31                                                                                                             American Skandia Life
                                                                                                               Assurance Corporation

Mr. Arena joined us in 1995. He previously held an internship position with KPMG
Peat  Marwick in 1994 and the position of Group Sales  Representative  with Paul
Revere Insurance from October, 1990 to August, 1993.

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

Robert W. Brinkman                                            Senior Vice President                           Senior Vice President,
35                                                                                                           National Sales Manager:
                                                                                                                    American Skandia
                                                                                                             Marketing, Incorporated

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

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

Carl Cavaliere                                                Vice President                                         Vice President:
37                                                                                                             American Skandia Life
                                                                                                               Assurance Corporation

Mr.  Cavaliere joined us in 1998. He previously held the position of Director of
Operations with Aetna, Inc. since 1989.


Y.K. Chan                                                     Senior Vice President                            Senior Vice President
42                                                                                                    and Chief Information Officer:
                                                                                                        American Skandia Information
                                                                                                 Services and Technology Corporation

Mr. Chan joined us in 1999. He previously held the position of Chief Information
Officer  with E.M.  Warburg  Pincus from  January  1995 until April 1999 and the
position of Vice President,  Client Server Application Development with Scudder,
Stevens and Clark from January 1991 until January 1995.

Lucinda C. Ciccarello                                         Vice President                           Vice President, Mutual Funds:
41                                                                                                                 American Skandia
                                                                                                             Marketing, Incorporated

Ms.  Ciccarello joined us in 1997. She previously held the position of Assistant
Vice President with Phoenix Duff & Phelps since 1984.

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

Tim Cronin                                                    Vice President                                         Vice President:
34                                                                                                             American Skandia Life
                                                                                                               Assurance Corporation

Mr. Cronin joined us in 1998. He previously held the position of  Manager/Client
Investor with Columbia Circle Investors since 1995.

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

Harold Darak                                                  Vice President                                         Vice President:
39                                                                                                             American Skandia Life
                                                                                                               Assurance Corporation

Mr.   Darak   joined  us  in  1999.   He   previously   held  the   position  of
Consultant/Senior Manager with Deloitte & Touche since 1998 and the positions of
Second  Vice  President  with The  Guardian  since 1996 and The  Travelers  from
October, 1982 until December, 1995.

Wade A. Dokken                                                Deputy Chief Executive Officer                           DCEO and COO:
40                                                            and Chief Operating Officer                      American Skandia Life
                                                              Director (since July, 1991)                      Assurance Corporation


Elaine C. Forsyth                                             Vice President                                         Vice President:
38                                                                                                             American Skandia Life
                                                                                                               Assurance Corporation

Larisa Gromyko                                                Director, Insurance Compliance         Director, Insurance Compliance:
53                                                                                                             American Skandia Life
                                                                                                               Assurance Corporation

Maureen Gulick                                                Director, Business Operations           Director, Business Operations:
37                                                                                                             American Skandia Life
                                                                                                               Assurance Corporation

Berthann Jones                                                Vice President                                         Vice President:
45                                                                                                             American Skandia Life
                                                                                                               Assurance Corporation

Ms.  Jones  joined  us in  1997.  She  previously  held  the  position  of  Vice
President/Trust  Officer with Ridgefield Bank since 1996 and Manager with Wright
Investors Service since 1993.

Ian Kennedy                                                   Senior Vice President                           Senior Vice President,
52                                                                                                                 Customer Service:
                                                                                                                    American Skandia
                                                                                                             Marketing, Incorporated

Mr. Ian Kennedy  joined us in 1998. He previously was  self-employed  since 1996
and held the position of Vice President, Customer Service with SunLife of Canada
from September, 1968 to August, 1995.

T. Richard Kennedy                                            General Counsel and                                   General Counsel:
65                                                            Director (since March, 2000)                     American Skandia Life
                                                                                                               Assurance Corporation

Mr. T. Richard  Kennedy  joined us in 1999. He previously  was Managing  Partner
with the law firm of Werner & Kennedy.

N. David Kuperstock                                           Vice President                                         Vice President:
48                                                                                                             American Skandia Life
                                                                                                               Assurance Corporation

Thomas M. Mazzaferro                                          Executive Vice President and              Executive Vice President and
47                                                            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,
45                                                                                                          Assurances and Financial
                                                                                                                  Services Division:
                                                                                                      Skandia Insurance Company Ltd.

David R. Monroe                                               Senior Vice President,                          Senior Vice President,
38                                                            Treasurer and                                            Treasurer and
                                                              Corporate Controller                             Corporate Controller:
                                                                                                               American Skandia Life
                                                                                                               Assurance Corporation

Mr. Monroe joined us in 1996. He  previously  held  positions of Assistant  Vice
President at Allmerica Financial since 1994.

Michael A. Murray                                             Senior Vice President                                  Vice President,
31                                                                                                           National Sales Manager:
                                                                                                                    American Skandia
                                                                                                             Marketing, Incorporated

Brian O'Connor                                                Vice President                                         Vice President,
35                                                                                                           National Sales Manager,
                                                                                                               Internal Wholesaling:
                                                                                                                    American Skandia

                                                                                                             Marketing, Incorporated

M. Patricia Paez                                              Vice President                                         Chief of Staff:
39                                                                                                            American Skandia, Inc.




Polly Rae                                                     Vice President                                         Vice President:
37                                                                                                             American Skandia Life
                                                                                                               Assurance Corporation

Rebecca Ray                                                   Vice President                                         Vice President:
44                                                                                                             American Skandia Life
                                                                                                               Assurance Corporation

Ms.  Ray  joined us in 1999.  She  previously  held the  position  of First Vice
President with Prudential  Securities since 1997 and Vice President with Merrill
Lynch since 1995.

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

Hayward L. Sawyer                                             Senior Vice President                         Executive Vice President
55                                                                                                           National Sales Manager:
                                                                                                                   American Skandia
                                                                                                             Marketing, Incorporated

Lisa Shambelan                                                Vice President                                         Vice President:
34                                                                                                             American Skandia Life
                                                                                                               Assurance Corporation

Karen Stockla                                                 Vice President                                         Vice President,
33                                                                                                Intellectual Resources Department:
                                                                                                               American Skandia Life
                                                                                                               Assurance Corporation

Ms.  Stockla  joined us in 1998.  She  previously  held the position of Manager,
Application Development with Citizens Utilities Company since 1996 and HRIS Tech
Support Representative with Yale New Haven Hospital since 1993.

William H. Strong                                             Vice President                                         Vice President:
56                                                                                                             American Skandia Life
                                                                                                               Assurance Corporation

Mr. Strong joined us in 1997. He previously  held the position of Vice President
with American  Financial Systems from June 1994 to October 1997 and the position
of Actuary with Connecticut Mutual Life from June 1965 to June 1994.

Leslie S. Sutherland                                          Vice President                                         Vice President,
46                                                                                                    National Key Accounts Manager:
                                                                                                                    American Skandia
                                                                                                             Marketing, Incorporated

Amanda C. Sutyak                                              Vice President                                         Vice President:
42                                                            Director (since July, 1991)                      American Skandia Life
                                                                                                               Assurance Corporation

Christian A. Thwaites                                         Senior Vice President                           Senior Vice President,
42                                                                                                      National Marketing Director:
                                                                                                                    American Skandia
                                                                                                             Marketing, Incorporated

Mr.  Thwaites  joined us in 1996. He previously  held the position of consultant
with Monitor  Company since  October 1995 and Vice  President  with Aetna,  Inc.
since 1995.


Mary Toumpas                                                  Vice President                                      Vice President and
48                                                                                                              Compliance Director:
                                                                                                                    American Skandia
                                                                                                             Marketing, Incorporated

Ms. Toumpas  joined us in 1997.  She  previously  held the position of Assistant
Vice President with Chubb Life/Chubb Securities since 1973.

Bayard F. Tracy                                               Senior Vice President and                       Senior Vice President,
52                                                            Director (since September, 1994)               National Sales Manager:
                                                                                                                    American Skandia
                                                                                                             Marketing, Incorporated

Deborah G. Ullman                                             Senior Vice President                        Senior Vice President and
45                                                                                                          Chief Operating Officer:
                                                                                                                    American Skandia
                                                                                                             Marketing, Incorporated

Ms. Ullman joined us in 1998. She previously held the position of Vice President
with Aetna, Inc. since 1977.

Jeffrey M. Ulness                                             Vice President                                         Vice President:
39                                                                                                             American Skandia Life
                                                                                                               Assurance Corporation

Derek Winegard                                                Vice President                                         Vice President:
41                                                                                                             American Skandia Life
                                                                                                               Assurance Corporation

Mr.  Winegard  joined us in 1999. He previously held the position of Senior Vice
President with Trust Consultants, Inc. since 1991.

Brett M. Winson                                               Senior Vice President and                       Senior Vice President,
44                                                            Director (since March 2000)          Intellectual Resource Development
                                                                                                              American Skandia, Inc.

Mr. Winson  joined us in 1998.  He  previously  held the position of Senior Vice
President with Sakura Bank, Ltd. since 1990.

</TABLE>



CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION

The following are the contents of the Statement of Additional Information:

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

Principal Underwriter/Distributor - American Skandia Marketing, Incorporated

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

How the Unit Price is Determined

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

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

Independent Auditors

Legal Experts

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

<PAGE>

            APPENDIX A - FINANCIAL INFORMATION ABOUT AMERICAN SKANDIA



SELECTED FINANCIAL DATA

The following table summarizes information with respect to the operations of the
Company:

<TABLE>
<CAPTION>

(in thousands)                                                     For the Year Ended December 31,

                                                 1999              1998           1997           1996            1995
                                                 ----              ----           ----           ----            ----
STATEMENT OF OPERATIONS DATA

Revenues:
Annuity and life insurance
<S>                                        <C>             <C>              <C>              <C>           <C>
   charges and fees*                       $     289,989   $      186,211   $    121,158     $    69,780   $    38,837
Fee income                                        83,243           50,839         27,593          16,420         6,206
Net investment income                             10,441           11,130          8,181           1,586         1,601
Premium income and
    other revenues                                 3,688            1,360          1,082             265            45
                                           -------------    -------------   ------------     -----------   -----------
Total revenues                             $     387,361    $     249,540   $    158,014     $    88,051   $    46,689
                                           =============    =============   ============     ===========   ===========

Benefits and Expenses:
Annuity and life insurance benefits        $         612    $         558   $      2,033     $       613   $       555
Change in annuity policy reserves                  3,078            1,053             37             635        (6,779)
Cost of minimum death benefit
    reinsurance                                    2,945            5,144          4,545           2,867         2,057
Return credited to contractowners                 (1,639)          (8,930)        (2,018)            673        10,613
Underwriting, acquisition and

    other insurance expenses                     206,350          167,790         90,496          49,887        35,914
Interest expense                                  69,502           41,004         24,895          10,791         6,500
                                           -------------    -------------  -------------    ------------  ------------

Total benefits and expenses                $     280,848    $     206,619  $     119,988    $     65,466  $     48,860
                                           =============    =============  =============    ============  ============
Income tax expense (benefit)               $      30,344    $       8,154  $      10,478    $     (4,038) $        397
                                           =============    =============  =============    ============  ============

Net income (loss)                          $      76,169    $      34,767  $      27,548    $     26,623  $     (2,568)
                                           =============    =============  =============    ============  =============

STATEMENT OF FINANCIAL CONDITION

Total Assets                               $  30,849,414    $  18,848,273  $  12,894,290    $  8,268,696  $  4,956,018
                                           =============    =============  =============    ============  ============

Future fees payable to parent              $     576,034    $     368,978  $     233,034    $     47,112  $          -
                                           =============    =============  =============    ============  ============

Surplus Notes                              $     179,000    $     193,000  $     213,000    $    213,000  $    103,000
                                           =============    =============  =============    ============  ============
Shareholder's  Equity                      $     359,434    $     250,417  $     184,421     $   126,345  $     59,713
                                           =============    =============  =============     ===========  ============
</TABLE>

* On annuity and life  insurance  sales of $6,862,968,  $4,159,662,  $3,697,990,
$2,795,114, and $1,628,486 during the years ended December 31, 1999, 1998, 1997,
1996, and 1995,  respectively,  with  contractowner  assets under  management of
$29,396,693, $17,854,761, $12,119,191, $7,764,891, and $4,704,044 as of December
31, 1999, 1998, 1997, 1996 and 1995, respectively.

MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations  should be read in conjunction with the financial  statements and the
notes thereto and Item 6, Selected Financial Data.

Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations contains certain  forward-looking  statements pursuant to the Private
Securities Litigation Reform Act of 1995. These  forward-looking  statements are
based on estimates and assumptions that involve certain risks and uncertainties,
therefore  actual  results could differ  materially due to factors not currently
known. These factors include  significant changes in financial markets and other
economic and business conditions,  state and federal legislation and regulation,
ownership and competition.

 Results of Operations

 Annuity and life insurance  sales increased 65%, 12%, and 32% in 1999, 1998 and
1997,  respectively.  The Company continues to show significant  growth in sales
volume as a result of innovative product development activities, the recruitment
and  retention of top  producers,  and the success of its highly rated  customer
service teams. The sales growth was also attributable to the strong  performance
of the underlying mutual funds,  which support the Separate Account assets.  All
three major distribution channels achieved significant sales growth in 1999.

 As a result of the  significant  growth in sales and assets  under  management,
contractowner fees and charges and fees generated from transfer  agency-type and
investment support activities increased considerably over the past three years:

     (annual percentage growth)   1999              1998              1997

   Annuity and life insurance
     charges and fees              56%               54%              74%
   Fee income                      64%               84%              68%

Net investment  income decreased 6% in 1999,  increased 36% and 416% in 1998 and
1997,  respectively.  The  decrease  in 1999 was the  result  of  $1,036,000  of
amortization  of the premium paid on a derivative  instrument  purchased  during
1999. As noted in Note 2C of Notes to  Consolidated  Financial  Statements,  the
derivative  instrument,  an equity put option,  was purchased as a hedge against
potential GMDB reserves increases.  Excluding the derivative amortization,  1999
net  investment  income  increased 3% as a result of increased  bond holdings in
support of the Company's risk-based capital  initiatives.  The increases in 1998
and 1997 were generated from the bond holdings, which were increased in 1998 and
1997 to meet risk based capital goals, which in turn, have increased as a result
of the growth in business.

 Premium  income  represents  premiums  earned on sale of  ancillary  contracts;
immediate annuities with life contingencies,  supplementary  contracts with life
contingencies  and  certain  life  insurance  products.  Sales of  supplementary
contracts  increased in 1999 and  decreased in slightly in 1998 and 1997.  There
were no immediate annuities sold in 1999 and sales in 1998 and 1997 were modest.

 Annuity benefits, which represent immediate annuities,  supplementary contracts
and death  benefits  paid on annuity  contracts  with  mortality  risks were not
significant  in each of the past  three  years due  primarily  to the age of the
policies in force.

 The change in annuity policy reserves  includes  changes in reserves related to
annuity  contracts  with  mortality  risks as well as the  Company's  guaranteed
minimum death benefit ("GMDB") liability. During the second quarter of 1999, the
Company's  agreement to reinsure  substantially  all of its exposure on the GMDB
was terminated and the business was  recaptured,  as the reinsurer had announced
its intention to exit this market.  The increase in reserves resulting from this
change  was  offset by a  decrease  in  reserves  associated  with the change to
reserve methodology on the GMDB. The new reserve  methodology  complies with the
National  Association of Insurance  Commissioners  Actuarial Guideline XXXIV. In
the later half of 1999,  the Company  instituted  a hedge  program to manage the
market risk and reserve  fluctuations  associated with the GMDB policies through
the use of equity put options.  The Company is currently continuing this program
while evaluating alternative hedging strategies.

<PAGE>

 The reinsurance premium associated with the GMDB exposure is based on levels of
assets under  management.  Due to increased sales and account growth,  this cost
had  increased  in 1997 and 1998 and through May 1999.  The  termination  of the
reinsurance  treaty as of May 31, 1999  resulted in the year to year decrease in
this benefit for the twelve months ended December 31, 1999.

 Return  credited to  contractowners  consists of revenues on the  variable  and
market value  adjusted  annuities  and variable  life  insurance,  offset by the
benefit payments and change in reserves required on this business.  Market value
adjusted annuity  activity has the largest impact on this benefit.  In 1999, the
Separate Account investment returns on these contracts did not meet the expected
returns  calculated in the reserves.  In 1998, the actual returns  significantly
outperformed the expected returns and in 1997, these expectations were met.

 Underwriting,  acquisition and other insurance expenses for 1999, 1998 and 1997
were as follows:

<TABLE>
<CAPTION>

                       (in thousands)                     1999                 1998               1997
                                                          ----                 ----               ----

<S>                                                      <C>                  <C>                <C>
   Commissions and general expenses                    $ 576,649            $ 342,594          $ 281,560
   Net capitalization of deferred
      acquisition costs                                 (370,299)            (174,804)          (191,064)
                                                       ---------            ---------           ---------

   Underwriting, acquisition and other
      insurance expenses                               $ 206,350             $167,790            $90,496
                                                       =========             ========            =======
</TABLE>

Commissions,  general  operating  expenses and the net  deferral of  acquisition
costs have all  increased in 1999,  due largely to record  sales.  Current sales
trends  have  resulted  in a shift to asset based  commission  agreements.  This
coupled with  increased  asset  levels from  increased  sales and equity  market
appreciation  have led to the increase in commissions and general  expenses.  In
1998, commissions and general expenses increased as a result of strong sales and
start up costs  associated with the Company's entry into variable life insurance
and qualified plans. The net  capitalization  of acquisition  costs decreased in
1998 as a result of increased  amortization.  In 1997,  expense  increases  were
driven primarily from strong sales.

Interest  expense  increased  $28,498,000,  $16,109,000 and $14,104,000 in 1999,
1998 and 1997,  respectively,  as a result of additional financing transactions,
which  consisted  of the  sale of  future  fees to the  Parent  ("securitization
transactions").  In addition,  the Company retired surplus notes on December 10,
1999 and December 31, 1998 of $14,000,000 and $20,000,000 respectively.  Surplus
notes  outstanding  as of December  31, 1999 and 1998 totaled  $179,000,000  and
$193,000,000, respectively.

The effective  income tax rates for the years ended December 31, 1999,  1998 and
1997 were 28%, 19% and 28%,  respectively.  The effective rate is lower than the
corporate rate of 35% due to permanent  differences,  with the most  significant
item being the dividend received  deduction.  Management  believes that based on
the  taxable  income  produced in the past two years,  as well as the  continued
growth in annuity sales, the Company will produce  sufficient  taxable income in
future years to realize its deferred tax assets.

The Company  generated  net income  after tax of  $76,169,000,  $34,767,000  and
$27,548,000 in 1999, 1998 and 1997, respectively.  The Company benefited in each
of  the  past  three  years  from  strong  sales  growth  and  favorable  market
conditions.  The Company considers Mexico an emerging market and has invested in
the Skandia Vida  operations  with the  expectation  of generating  profits from
long-term savings products in future years. As such,  Skandia Vida has generated
net losses of $2,523,000, $2,514,000 and $1,438,000 for the years ended December
31, 1999, 1998 and 1997, respectively.

Total assets grew 64%, 46%, and 56% in 1999, 1998 and 1997, respectively.  These
increases were a direct result of the substantial sales volume and market growth
of the separate account assets. The sales and market growth also drove increases
in deferred  acquisition  costs, as well as fixed maturity  investments  held in
support of the Company's risk based capital requirements.  Liabilities grew 64%,
46%, and 56% in 1999, 1998 and 1997,  respectively,  as a result of the reserves
required for the increased sales activity along with the sale of future fees and
charges  during  these  periods.  These  sales of future fees and charges to the
Parent  are  needed  to fund the  acquisition  costs of the  Company's  variable
annuity and life insurance business.

Liquidity and Capital Resources

The Company's liquidity  requirement was met by cash from insurance  operations,
investment  activities,  borrowings  from its  Parent  and the sale of rights to
future fees and  charges to its  Parent.

The majority of the  operating  cash outflow  resulted from the sale of variable
annuity and  variable  life  products  which carry a contingent  deferred  sales
charge.  This type of product causes a temporary cash strain in that 100% of the
proceeds are invested in separate accounts supporting the product leaving a cash
(but not capital)  strain caused by the  acquisition  cost for the new business.
This cash strain  required the Company to look beyond the cash made available by
insurance  operations and investments of the Company to financing in the form of
surplus notes, capital contributions,  the sale of certain rights to future fees
and charges as well as modified coinsurance reinsurance  arrangements:

     o During 1999 and 1998, the Company  received  $34,800,000 and $22,600,000,
     respectively,  from ASI to support the capital needs of its U.S. operations
     during the current year along with the following year's  anticipated growth
     in business.  In addition,  the Company received  $1,690,000 and $5,762,000
     from ASI in 1999 and 1998 to support  its  investment  in Skandia  Vida.

     o  Funds  received  from  new  securitization   transactions   amounted  to
     $265,710,000,  $169,881,000,  and  $194,512,000  for  1999,  1998 and 1997,
     respectively  (see Note 8 of the Notes to  Audited  Consolidated  Financial
     Statements).  In addition,  $71,000,000 was received from ASI in the fourth
     quarter of 1999 in advance of a securitization transaction completed in the
     first quarter of 2000.

     o  During  1999,  1998 and  1997,  the  Company  extended  its  reinsurance
     agreements.   The   reinsurance   agreements   are   modified   coinsurance
     arrangements  where the  reinsurer  shares in the  experience of a specific
     book of business.

The  Company  expects  the  continued  use  of  reinsurance  and  securitization
transactions to fund the cash strain  anticipated from the acquisition  costs on
the coming years' sales volume.

As of December  31, 1999 and 1998,  shareholder's  equity was  $359,434,000  and
$250,417,000,   respectively.  The  increases  were  driven  by  the  previously
mentioned  capital   contributions   received  from  ASI  and  net  income  from
operations.

The Company has long-term  surplus notes and short-term  borrowings with ASI. No
dividends  have  been  paid  to  ASI.

The National Association of Insurance  Commissioners ("NAIC") requires insurance
companies to report  information  regarding  minimum Risk Based Capital  ("RBC")
requirements.  These requirements are intended to allow insurance  regulators to
identify  companies  which  may need  regulatory  attention.  The RBC  model law
requires that insurance  companies apply various  factors to asset,  premium and
reserve items, all of which have inherent risks. The formula includes components
for asset risk, insurance risk, interest risk and business risk. The Company has
complied  with the  NAIC's RBC  reporting  requirements  and has total  adjusted
capital well above required capital.

Effects of Inflation

The  rate of  inflation  has  not  had a  significant  effect  on the  Company's
financial statements.

<PAGE>

Year 2000 Compliance

The Company's  computer  support is provided by its affiliate,  American Skandia
Information  Services  and  Technology  Corporation,  which also  provides  such
support for the Company's affiliated broker-dealer,  American Skandia Marketing,
Incorporated and the Company's  affiliated  investment  advisory firm,  American
Skandia  Investment  Services,  Incorporated.  Because  of  the  nature  of  the
Company's  business,  any  assessment of the  potential  impact of the Year 2000
issues on the Company must be an  assessment  of the  potential  impact of these
issues  on all  these  companies,  which  are  referred  to below  as  "American
Skandia".

The  Company  experienced  no  significant  errors or  disruptions  in  computer
service, interfaces with computer systems of investment managers,  sub-advisors,
third  party  administrators,  vendors and other  business  partners on or after
January  1, 2000.

American Skandia engaged external information  technology  specialists to review
its operating systems and internally  developed  software.  The costs associated
with these assessments and Year 2000 related  remediation was $1,400,000 in 1999
and $750,000 in 1998 and prior.  The Company was allocated the majority of these
costs.

American  Skandia   continues  to  review  new  and  existing  systems  and  has
contingency  plans in place as part of its Business  Continuity  Plan. This plan
involves  virtually  all aspects of the business and will continue to be a focus
of management beyond the Year 2000 event.

Outlook

The  Company  believes  that it is well  positioned  to retain and  enhance  its
position as a leading provider of financial  products for long-term  savings and
retirement  purposes  as well as to address  the  economic  impact of  premature
death, estate and business planning concerns and supplemental  retirement needs.
Strength in the areas of investment options offered, innovative and leading edge
product  offerings  and  superior  customer  service  are  expected to allow the
Company to continue to grow market  share in a  marketplace  which  continues to
grow.

Certain regulatory and legislative initiatives or proposed accounting standards,
if adopted,  could  adversely  impact the Company,  despite  it's strong  market
position.  Of particular  importance is President  Clinton's proposed budget for
2001, which includes proposed  revenue-raising tax changes such as the "DAC tax"
on annuity and life  products that could  further  increase the  Company's  cash
strain. In addition,  the recently enacted Financial Services Modernization Act,
which allows banks and insurance  companies to affiliate  under a common holding
company,  may create previously unseen  competitive  pressures that could impact
the  Company's  ability to do  business  in the same  manner it has  previously.
Additionally,  discussions  on  regulation of the Internet may impact on the way
the Company does business in the future.

QUANTITATIVE AND QUALITATIVE  DISCLOSURES ABOUT MARKET RISK

The Company is subject to potential  fluctuations in earnings and the fair value
of certain of its assets and liabilities, as well as variations in expected cash
flows due to changes in market  interest rates and equity prices.  The following
discussion  focuses on specific  exposures  the Company has to interest rate and
equity price risk and  describes  strategies  used to manage  these  risks.  The
discussion  is limited to financial  instruments  subject to market risks and is
not  intended  to be a complete  discussion  of all of the risks the  Company is
exposed to.

Interest Rate Risk

Fluctuations   in  interest   rates  can   potentially   impact  the   Company's
profitability  and  cash  flows.  The  Company  has  97% of  assets  held  under
management that are in non-guaranteed  Separate Accounts for which the Company's
exposure is not significant as the contractowner  assumes  substantially all the
investment  risk.  On the  remaining  3% of assets the  interest  rate risk from
contracts   that  carry   interest  rate   exposure,   is  managed   through  an
asset/liability  matching program which takes into account the risk variables of
the insurance liabilities supported by the assets.

At December 31, 1999, the Company held in its general  account  $201,509,000  of
fixed  maturity  investments  that are  sensitive to changes in interest  rates.
These securities are held in support of the Company's fixed immediate  annuities
and supplementary  contracts  ($29,912,000 in reserves at December 31, 1999) and
in  support  of  the  Company's  target  solvency  capital.  The  Company  has a
conservative  investment  philosophy  with  regard  to  these  investments.  All
investments are investment grade corporate securities, government agency or U.S.
government  securities.

The Company's  deferred annuity products offer a fixed option which subjects the
Company to  interest  rate risk.  The fixed  option  guarantees  a fixed rate of
interest for a period of time selected by the  contractowner.  Guarantee  period
options  available range from 1 to 10 years.  Withdrawal of funds before the end
of  the  guarantee  period  subjects  the  contract  holder  to a  market  value
adjustment  ("MVA"). In the event of rising interest rates, which make the fixed
maturity  securities  underlying the guarantee  less valuable,  the MVA could be
negative.  In the  event of  declining  interest  rates,  which  make the  fixed
maturity  securities underlying  the guarantee  more  valuable, the MVA could be
positive.  The resulting  increase or decrease in the value of the fixed option,
from  calculation  of the MVA,  should  substantially  offset  the  increase  or
decrease in the market value of the securities  underlying  the  guarantee.  The
Company  maintains  strict  asset/liability  matching  to  enable  this  offset.
However,  the  Company  still  takes  on the  default  risk  for the  underlying
securities,  the interest rate risk of reinvestment of interest payments and the
risk of failing to maintain the asset/liability matching program with respect to
duration and  convexity.  At December 31, 1999 the Company had  $939,585,000  in
fixed  investment  options  subject to these risks.

Equity Market Exposure

The  primary  equity  market  risk to the  Company  comes from the nature of the
variable  annuity and variable life  products sold by the Company.  Various fees
and charges earned are substantially derived as a percentage of the market value
of assets under management.  In a market decline,  this income would be reduced.
This could be further  compounded  by customer  withdrawals,  net of  applicable
surrender  charge  revenues,  partially  offset by transfers to the fixed option
discussed  above.  A 10%  decline  in  the  market  value  of the  assets  under
management at December 31, 1999,  sustained  throughout 2000, would result in an
approximate  drop in related annual fee income of  $48,178,000.

As discussed in Note 2 of the  Consolidated  Financial  Statements,  in 1999 the
Company utilized derivative instruments to hedge against the risk of significant
decreases  in equity  markets  which would  expose the Company to  increases  in
guaranteed  minimum death benefits  liabilities.  Prior to the implementation of
this program the Company utilized reinsurance to transfer this risk.

The Company has a small portfolio of equity investments;  mutual funds which are
held in support of a deferred compensation program. In the event of a decline in
market  values  of  underlying  securities,  the  value of the  portfolio  would
decline,  however  the  accrued  benefits  payable  under the  related  deferred
compensation program would decline by a corresponding amount.

In  addition,  it is not clear what the impact of a  prolonged  downturn  in the
equity markets would have on ongoing sales. Customer's perceptions of a downturn
in equity  markets  coupled  with  rising  interest  rates  could move them into
financial products other than variable annuities or variable life; however,  the
Company's  products  might remain  attractive to purchasers in relation to other
long-term savings vehicles even after such a decline.

<PAGE>


                  AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF
                  AMERICAN SKANDIA LIFE ASSURANCE CORPORATION



                          INDEPENDENT AUDITOR'S REPORT

To the Board of Directors and Shareholder of
    American Skandia Life Assurance Corporation
Shelton, Connecticut

We have audited the consolidated  statements of financial  condition of American
Skandia  Life  Assurance  Corporation  (the  "Company"  which is a  wholly-owned
subsidiary of Skandia  Insurance Company Ltd.) as of December 31, 1999 and 1998,
and the related  consolidated  statements of income,  shareholder's  equity, and
cash flows for each of the three years in the period  ended  December  31, 1999.
These consolidated  financial statements are the responsibility of the Company's
management.  Our  responsibility is to express an opinion on these  consolidated
financial statements based on our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the consolidated  financial position of American Skandia
Life Assurance  Corporation at December 31, 1999 and 1998, and the  consolidated
results of their  operations  and cash flows for each of the three  years in the
period  ended  December  31,  1999  in  conformity  with  accounting  principles
generally accepted in the United States.

/s/Ernst & Young LLP


Hartford, Connecticut
February  11,  2000,
except for Note 18 as to which the date is March 22, 2000


<PAGE>

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

                 Consolidated Statements of Financial Condition
                                 (in thousands)

<TABLE>
<CAPTION>

                                                                                 As of December 31,
                                                                          1999                        1998
                                                                     ---------------            ----------------

ASSETS

Investments:
<S>                                                                  <C>                        <C>
  Fixed maturities - at amortized cost                               $        3,360             $         8,289
  Fixed maturities - at fair value                                          198,165                     141,195
  Investment in mutual funds - at fair value                                 16,404                       8,210
  Derivative instruments                                                        189                           -
  Policy loans                                                                1,270                         569
                                                                      --------------              --------------

    Total investments                                                       219,388                     158,263

Cash and cash equivalents                                                    89,212                      77,525
Accrued investment income                                                     4,054                       2,880
Deferred acquisition costs                                                1,087,705                     721,507
Reinsurance receivable                                                        4,062                       4,191
Receivable from affiliates                                                        -                       1,161
Income tax receivable - deferred                                             51,726                      38,861
State insurance licenses                                                      4,263                       4,413
Fixed assets                                                                  3,305                         328
Other assets                                                                  4,533                       3,744
Separate account assets                                                  29,381,166                  17,835,400
                                                                     ---------------            ----------------

  Total assets                                                       $   30,849,414             $    18,848,273
                                                                     ===============            ================
</TABLE>

LIABILITIES AND SHAREHOLDER'S EQUITY

<TABLE>
<CAPTION>

<S>                                                                   <C>                       <C>
Liabilities:
Reserve for future contractowner benefits                            $       11,215             $        37,508
Policy reserves                                                              29,912                      25,545
Drafts outstanding                                                           51,059                      28,941
Accounts payable and accrued expenses                                       158,590                      91,827
Income tax payable                                                           24,268                       6,657
Payable to affiliates                                                        68,736                           -
Future fees payable to parent                                               576,034                     368,978
Short-term borrowing                                                         10,000                      10,000
Surplus notes                                                               179,000                     193,000
Separate account liabilities                                             29,381,166                  17,835,400
                                                                     ---------------            ----------------

  Total Liabilities                                                      30,489,980                  18,597,856
                                                                     ---------------            ----------------

Shareholder's equity:
  Common stock, $100 and $80 par value, 25,000 shares authorized,
    issued and outstanding                                                    2,500                       2,000
  Additional paid-in capital                                                215,879                     179,889
  Retained earnings                                                         141,162                      64,993
  Accumulated other comprehensive income                                       (107)                      3,535
                                                                     ---------------            ----------------

    Total Shareholder's equity                                              359,434                     250,417
                                                                     ---------------            ----------------

    Total liabilities and shareholder's equity                       $   30,849,414             $    18,848,273
                                                                     ===============            ================
</TABLE>

                See notes to consolidated financial statements.

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

                      Consolidated Statements of Operations
                                 (in thousands)

<TABLE>
<CAPTION>

                                                                     For the Year Ended December 31,
                                                              1999                1998                1997
                                                         --------------       -------------       -------------

REVENUES

<S>                                                      <C>                  <C>                 <C>
Annuity and life insurance charges and fees              $     289,989        $    186,211        $    121,158
Fee income                                                      83,243              50,839              27,593
Net investment income                                           10,441              11,130               8,181
Premium income                                                   1,278                 874                 920
Net realized capital gains                                         578                  99                  87
Other                                                            1,832                 387                  75
                                                         --------------       -------------       -------------

  Total revenues                                               387,361             249,540             158,014
                                                         --------------       -------------       -------------


EXPENSES

Benefits:
  Annuity and life insurance benefits                              612                 558               2,033
  Change in annuity and life insurance policy reserves           3,078               1,053                  37
  Cost of minimum death benefit reinsurance                      2,945               5,144               4,545
  Return credited to contractowners                             (1,639)             (8,930)             (2,018)
                                                         --------------       -------------       -------------

                                                                 4,996              (2,175)              4,597

Expenses:
  Underwriting, acquisition and other insurance
    expenses                                                   206,350             167,790              90,496
  Interest expense                                              69,502              41,004              24,895
                                                         --------------       -------------       -------------

                                                               275,852             208,794             115,391
                                                         --------------       -------------       -------------

  Total benefits and expenses                                  280,848             206,619             119,988
                                                         --------------       -------------       -------------

    Income from operations before income tax                   106,513              42,921              38,026

      Income tax expense                                        30,344               8,154              10,478
                                                         --------------       -------------       -------------

        Net income                                       $      76,169        $     34,767        $     27,548
                                                         ==============       =============       =============
</TABLE>
                See notes to consolidated financial statements.

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

                 Consolidated Statements of Shareholder's Equity
                                 (in thousands)

<TABLE>
<CAPTION>

                                                                     For the Year Ended December 31,
                                                              1999                1998                1997
                                                         --------------      --------------      --------------

Common stock:
<S>                                                      <C>                 <C>                 <C>
  Beginning balance                                      $       2,000       $       2,000       $       2,000
  Increase in par value                                            500                   -                   -
                                                         --------------      --------------      --------------

    Ending balance                                               2,500               2,000               2,000
                                                         --------------      --------------      --------------

Additional paid in capital:
  Beginning balance                                            179,889             151,527             122,250
  Transferred to common stock                                     (500)                  -                   -
  Additional contributions                                      36,490              28,362              29,277
                                                         --------------      --------------      --------------

    Ending balance                                             215,879             179,889             151,527
                                                         --------------      --------------      --------------

Retained earnings:
  Beginning balance                                             64,993              30,226               2,678
  Net income                                                    76,169              34,767              27,548
                                                         --------------      --------------      --------------

    Ending balance                                             141,162              64,993              30,226
                                                         --------------      --------------      --------------

Accumulated other comprehensive income:

  Beginning balance                                              3,535                 668                (584)
  Other comprehensive income                                    (3,642)              2,867               1,252
                                                         --------------      --------------      --------------

    Ending Balance                                                (107)              3,535                 668
                                                         --------------      --------------      --------------

      Total shareholder's equity                         $     359,434       $     250,417       $     184,421
                                                         ==============      ==============      ==============
</TABLE>
                See notes to consolidated financial statements.

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

                      Consolidated Statements of Cash Flows
                                 (in thousands)

<TABLE>
<CAPTION>

                                                                     For the Year Ended December 31,
                                                              1999                1998                1997
                                                         --------------       -------------      --------------

Cash flow from operating activities:

<S>                                                      <C>                        <C>          <C>
  Net income                                             $      76,169              34,767       $       27,548
  Adjustments to reconcile net income to net
    cash used in operating activities:
      Amortization and depreciation                              1,495                 251                  223
      Deferred tax expense                                     (10,903)            (14,242)              (9,631)
      Change in unrealized losses on derivatives                 3,749                   -                    -
      Increase in policy reserves                                4,367               1,130                3,176
      Change in receivable from/payable to affiliates           69,897                 166               (1,321)
      Change in income tax payable                              17,611               7,704               (2,172)
      Increase in other assets                                    (789)             (1,173)                (415)
      Increase in accrued investment income                     (1,174)               (438)                (483)
      Decrease/(increase) in reinsurance receivable                129               2,152                 (268)
      Increase in deferred acquisition costs                  (366,198)           (174,804)            (190,969)
      Increase in accounts payable and accrued expenses         66,763              20,637                5,719
      Increase in drafts outstanding                            22,118               9,663                6,245
      Change in foreign currency translation, net                  701                 (22)                (34)
      Realized capital gain                                       (578)                (99)                (87)
                                                         --------------       -------------      --------------

        Net cash used in operating activities                 (116,643)            (114,308)           (162,469)
                                                         --------------       -------------      --------------

Cash flow from investing activites:

      Purchase of fixed maturity investments                   (99,250)            (31,828)            (28,905)
      Proceeds from sale and maturity of fixed
        maturity investments                                    36,226               4,049              10,755
      Purchase of derivatives                                   (4,974)                  -                   -
      Purchase of shares in mutual funds                       (17,703)             (7,158)             (5,595)
      Proceeds from sale of shares in mutual funds              14,657               6,086               1,415
      Purchase of fixed assets                                  (3,178)                (18)               (189)
      Increase in policy loans                                    (701)                118                (528)
                                                         --------------       -------------      --------------

        Net cash used in investing activities                  (74,923)            (28,751)            (23,047)
                                                         --------------       -------------      --------------

Cash flow from financing activities:

      Capital contribution from parent                          22,490               8,362              29,277
      Increase in future fees payable to parent                207,056             135,944             185,922
      Net withdrawals from contractowner accounts              (26,293)             (5,696)              6,959
                                                         --------------       -------------      --------------

        Net cash provided by financing activities               203,253             138,610             222,158
                                                         --------------       -------------      --------------

          Net increase/(decrease) in cash and cash
            equivalents                                         11,687              (4,449)             36,642

          Cash and cash equivalents at beginning of year        77,525              81,974              45,332
                                                         --------------       -------------      --------------

            Cash and cash equivalent at end of year      $      89,212              77,525       $      81,974
                                                         ==============       =============      ==============

     Income taxes paid                                   $      23,637              14,651       $      22,308
                                                         ==============       =============      ==============

      Interest paid                                      $      69,697              35,588       $      16,916
                                                         ==============       =============      ==============
</TABLE>
                See notes to consolidated financial statements.

<PAGE>

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

                   Notes to Consolidated Financial Statements

                                December 31, 1999

1.  ORGANIZATION AND OPERATION

    American   Skandia  Life  Assurance   Corporation   (the  "Company")  is  a
    wholly-owned subsidiary of American Skandia, Inc. ("ASI", formerly known as
    American Skandia Investment Holding Corporation) whose  ultimate  parent is
    Skandia Insurance Company Ltd., a Swedish Corporation.

    The Company  develops  long-term  savings and retirement  products which are
    distributed through its affiliated  broker/dealer company,  American Skandia
    Marketing,  Incorporated ("ASM"). The Company currently issues variable life
    insurance and variable, fixed, market value adjusted and immediate annuities
    for individuals, groups and qualified pension plans.

    The Company has 99.9%  ownership  in Skandia  Vida,  S.A. de C.V.  ("Skandia
    Vida") which is a life insurance company  domiciled in Mexico.  Skandia Vida
    had total  shareholder's  equity of $4,592,000 and $4,724,000 as of December
    31, 1999, and 1998,  respectively.  The Company considers Mexico an emerging
    market and has invested in the Skandia Vida  operations with the expectation
    of generating  profits from long-term  savings  products in future years. As
    such,  Skandia Vida has generated net losses of  $2,523,000,  $2,514,000 and
    $1,438,000  for  the  years  ended   December  31,  1999,   1998  and  1997,
    respectively.

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    A.  Basis of Reporting

        The accompanying consolidated financial statements have been prepared in
        conformity with generally accepted accounting  principles.  Intercompany
        transactions and balances have been eliminated in consolidation.

        Certain  reclassifications  have  been  made to prior  year  amounts  to
        conform with the current year presentation.

    B.  New Accounting Pronouncements

        In March 1998, the American  Institute of Certified  Public  Accountants
        issued Statement of Position ("SOP") 98-1,  "Accounting for the Costs of
        Software Developed or Obtained for Internal Use. The SOP, which has been
        adopted prospectively as of January 1, 1999, requires the capitalization
        of certain  costs  incurred in connection  with  developing or obtaining
        internal use  software.  Prior to the adoption of SOP 98-1,  the Company
        expensed  all  internal use  software  related  costs as  incurred.  The
        Company has identified and  capitalized  $3,035,000 of costs  associated
        with internal use software  during 1999 and is amortizing the applicable
        costs on a straight-line basis over a three year period. At December 31,
        1999,  the  unamortized  balance was $2,920,000 and is included in fixed
        assets.

        In June 1998, the Financial  Accounting  Standards Board ("FASB") issued
        Statement  of  Financial   Accounting  Standards  133,  "Accounting  for
        Derivative Instruments and Hedging Activities" (FAS 133).  Subsequently,
        in July 1999,  FASB issued FAS 137  "Deferral of the  Effective  Date of
        FASB  Statement  133".  The  adoption  date was delayed to fiscal  years
        beginning  after June 15, 2000. The Company is currently  evaluating the
        potential impact on its financial position.

<PAGE>

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

             Notes to Consolidated Financial Statements (continued)

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

    C.  Investments

        The Company has  classified  its fixed  maturity  investments  as either
        held-to-maturity  or   available-for-sale.   Investments  classified  as
        held-to-maturity  are  investments  that the Company has the ability and
        intent to hold to maturity.  Such  investments  are carried at amortized
        cost. Those investments which are classified as  available-for-sale  are
        carried at fair value and  changes  in  unrealized  gains and losses are
        reported as a component of other comprehensive income.

        The Company has classified its mutual fund  investments  held in support
        of a deferred compensation plan are available-for-sale. Such investments
        are carried at fair value and changes in unrealized gains and losses are
        reported as a component of other comprehensive income.

        Derivative  instruments are recorded  consistent with hedged items.  The
        Company hedges the market value  fluctuations of the guaranteed  minimum
        death benefit ("GMDB")  exposure  embedded in its policy reserves and as
        such,  the portion of the  derivative  instrument  which  constitutes an
        effective hedge is carried at market value. The cost associated with the
        portion of the instrument  which is not considered an effective hedge is
        amortized to investment income over the life of the instrument.

        Policy loans are carried at their unpaid principal balances.

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

    D.  Derivative Instruments

        During the second quarter of 1999,  the Company's  agreement to reinsure
        substantially  all of its exposure on its GMDB  liability was terminated
        and the business was recaptured, as the reinsurer had recently announced
        its intention to exit this market. In response, the Company instituted a
        hedge program to effectively manage the market risk associated with GMDB
        reserve  fluctuations  using put options.  The cash  invested in the put
        options is at risk to the extent that the value of the underlying  index
        is less than the strike price at the exercise date. This would be offset
        by a corresponding decrease in the hedged GMDB exposure.

    E.  Cash Equivalents

        The Company considers all highly liquid time deposits,  commercial paper
        and money market mutual funds  purchased with a maturity of three months
        or less to be cash equivalents.

    F.  Fair Values of Financial Instruments

        The  methods  and  assumptions  used to  determine  the  fair  value  of
        financial instruments are as follows:

        Fair values of fixed  maturities with active markets are based on quoted
        market prices.  For fixed  maturities that trade in less active markets,
        fair values are obtained from an independent pricing service.

<PAGE>

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

             Notes to Consolidated Financial Statements (continued)

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

    F.  Fair Values of Financial Instruments (continued)

        Fair values of  investments  in mutual funds are based on quoted  market
        prices.

        The  fair  value  of the  portion  of the  derivative  instrument  which
        constitutes an effective  hedge is determined  based on current value of
        the underlying index.

        The carrying value of cash and cash equivalents  approximates fair value
        due to the short-term nature of these investments.

        The carrying value of short-term  borrowing  approximates fair value due
        to the short-term nature of these liabilities.

        Fair  values of  certain  financial  instruments,  such as  future  fees
        payable to parent and surplus notes are not readily determinable and are
        excluded from fair value disclosure requirements.

    G.  State Insurance Licenses

        Licenses  to do  business  in  all  states  have  been  capitalized  and
        reflected  at  the  purchase  price  of  $6,000,000   less   accumulated
        amortization.  The cost of the licenses is being amortized on a straight
        line basis over 40 years.

    H.  Income Taxes

        The Company is included in the  consolidated  federal  income tax return
        and combined state income tax return of an upstream company, Skandia AFS
        Development  Holding  Corporation  and certain of its  subsidiaries.  In
        accordance with the tax sharing agreement,  the federal and state income
        tax provisions  are computed on a separate  return basis as adjusted for
        consolidated items such as net operating loss carryforwards.

        Deferred   income  taxes  reflect  the  net  tax  effects  of  temporary
        differences  between the carrying  amounts of assets and liabilities for
        financial  reporting  purposes  and the  amounts  used  for  income  tax
        purposes.

    I.  Recognition of Revenue and Contract Benefits

        Revenues  for  variable  annuity  contracts  consist of charges  against
        contractowner   account   values  for  mortality   and  expense   risks,
        administration fees, surrender charges and an annual maintenance fee per
        contract.  Benefit reserves for variable annuity contracts represent the
        account value of the contracts and are included in the separate  account
        liabilities.

<PAGE>

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

             Notes to Consolidated Financial Statements (continued)

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

    I.  Recognition of Revenue and Contract Benefits (continued)

        Revenues for market value  adjusted fixed annuity  contracts  consist of
        separate  account  investment  income  reduced by benefit  payments  and
        changes in  reserves  in support of  contractowner  obligations,  all of
        which  are  included  in  return  credited  to  contractowners.  Benefit
        reserves  for  these  contracts  represent  the  account  value  of  the
        contracts,  and are included in the general  account  reserve for future
        contractowner  benefits to the extent in excess of the separate  account
        liabilities.

        Revenues for  immediate  annuity  contracts  without life  contingencies
        consist  of  net  investment  income.  Revenues  for  immediate  annuity
        contracts with life  contingencies  consist of single  premium  payments
        recognized as annuity considerations when received. Benefit reserves for
        these  contracts are based on the Society of Actuaries 1983 Table-a with
        assumed  interest rates that vary by issue year.  Assumed interest rates
        ranged from 6.25% to 8.25% at December 31, 1999 and 1998.

        Revenues  for  variable  life  insurance  contracts  consist  of charges
        against  contractowner  account  values for  mortality  and expense risk
        fees,  cost of insurance  fees,  taxes and  surrender  charges.  Certain
        contracts  also include  charges  against  premium to pay state  premium
        taxes.  Benefit reserves for variable life insurance contracts represent
        the account  value of the  contracts  and are  included in the  separate
        account liabilities.

    J.  Deferred Acquisition Costs

        The costs of acquiring new  business,  which vary with and are primarily
        related to the  production  of new business,  are being  deferred net of
        reinsurance.   These  costs  include  commissions,   costs  of  contract
        issuance, and certain selling expenses that vary with production.  These
        costs are being  amortized  generally in  proportion  to expected  gross
        profits  from  surrender  charges,  policy  and  asset  based  fees  and
        mortality   and  expense   margins.   This   amortization   is  adjusted
        retrospectively  and prospectively  when estimates of current and future
        gross profits to be realized from a group of products are revised.

        Details of the deferred  acquisition costs and related  amortization for
        the years ended December 31, are as follows:

<TABLE>
<CAPTION>

                           (in thousands)                        1999                    1998                  1997
                                                                 ----                    ----                  ----

<S>                                                              <C>                  <C>                    <C>
                  Balance at beginning of year                   $721,507              $546,703              $355,734
                                                                 --------              --------              --------

                  Acquisition costs deferred

                     during the year                              450,059               261,432               243,476

                  Acquisition costs amortized

                     during the year                              (83,861)              (86,628)              (52,507)
                                                                 ---------             --------              --------

                                                                  366,198               174,804               190,969
                                                                  -------               -------               -------

                  Balance at end of year                       $1,087,705              $721,507              $546,703
                                                               ==========              ========              ========
</TABLE>

<PAGE>

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

             Notes to Consolidated Financial Statements (continued)

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

    K.  Reinsurance

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

        As noted in Note 2D,  the  Company  reinsured  its  exposure  to  market
        fluctuations  associated  with its GMDB liability in 1999,  1998 and the
        beginning of 1997. Under this reinsurance  agreement,  the Company ceded
        premiums  of  $2,945,000,  $5,144,000  and  $4,545,000;  received  claim
        reimbursements   of  $242,000,   $9,000  and  $46,000;   and,   recorded
        increases/(decreases)  in  reserves  of  ($2,763,000),   ($323,000)  and
        $918,000 in each of the three years, respectively.

        At December 31, 1999 and 1998,  in accordance  with the  provisions of a
        modified  coinsurance   agreement,   the  Company  accrued  $41,000  and
        $1,976,000,   respectively,   for  amounts   receivable  from  favorable
        reinsurance experience on a block of variable annuity business.

    L.  Translation of Foreign Currency

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

    M.  Separate Accounts

        Assets and  liabilities  in Separate  Accounts  are included as separate
        captions in the consolidated statements of financial condition. Separate
        Account  assets consist  principally of long term bonds,  investments in
        mutual funds,  short-term securities and cash and cash equivalents,  all
        of  which  are  carried  at fair  value.  The  investments  are  managed
        predominately  through  the  Company's  investment  advisory  affiliate,
        American Skandia Investment Services, Inc. ("ASISI"),  utilizing various
        fund managers as sub-advisors.  The remaining investments are managed by
        independent  investment  firms.  The  contractowner  has the  option  of
        directing  funds to a wide variety of mutual funds.  The investment risk
        on the variable portion of a contract is borne by the  contractowner.  A
        fixed option with a minimum guaranteed  interest rate is also available.
        The Company is  responsible  for the credit risk  associated  with these
        investments.

        Included  in  Separate   Account   liabilities  are   $896,205,000   and
        $771,195,000  at December 31, 1999 and 1998,  respectively,  relating to
        annuity contracts for which the contractowner is guaranteed a fixed rate
        of return.  Separate  Account assets of $896,205,000 and $771,195,000 at
        December 31, 1999 and 1998, respectively, consisting of long term bonds,
        short term  securities,  transfers due from the general account and cash
        and  cash  equivalents  which  are  held in  support  of  these  annuity
        contracts, pursuant to state regulation.

<PAGE>

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

             Notes to Consolidated Financial Statements (continued)

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

    N.  Estimates

        The  preparation  of financial  statements in conformity  with generally
        accepted  accounting  principles requires that management make estimates
        and   assumptions   that  affect  the  reported  amount  of  assets  and
        liabilities  at the date of the  financial  statements  and the reported
        amounts of revenues and expenses during the reporting  period.  The more
        significant   estimates   and   assumptions   are  related  to  deferred
        acquisition  costs and  involve  policy  lapses,  investment  return and
        maintenance expenses. Actual results could differ from those estimates.

3.  COMPREHENSIVE INCOME

    The  components  of  comprehensive  income,  net of tax, for the years ended
    December 31, 1998, 1997 and 1996 were as follows:

<TABLE>
<CAPTION>

                  (in thousands)                                           1999              1998           1997
                                                                           ----              ----           ----

<S>                                                                       <C>              <C>             <C>
         Net income                                                       $76,169          $34,767         $27,548
         Other comprehensive income:
            Unrealized investment gains/(losses) on
               available for sale securities                               (3,082)           2,751           1,288
            Reclassification adjustment for realized
               losses/(gains) included in investment income                (1,016)             138             (14)
                                                                           -------       ---------       ---------
            Net unrealized gains/(losses) on securities                    (4,098)           2,889           1,274

            Foreign currency translation                                      456              (22)            (22)
                                                                        ---------       ----------      ----------

         Other comprehensive income                                        (3,642)           2,867           1,252
                                                                         ---------        --------        --------

         Comprehensive income                                             $72,527          $37,634         $28,800
                                                                          =======          =======         =======
</TABLE>

    The components of accumulated other comprehensive  income, net of tax, as of
    December 31, 1999 and 1998 were as follows:

<TABLE>
<CAPTION>

                  (in thousands)                                         1999                  1998
                                                                         ----                  ----

<S>                                                                      <C>                   <C>
         Unrealized investment gains                                     ($255)                $3,843
         Foreign currency translation                                      148                   (308)
                                                                        ------                -------

         Accumulated other comprehensive income                          ($107)                $3,535
                                                                         ======                ======
</TABLE>

<PAGE>

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

             Notes to Consolidated Financial Statements (continued)

4.  INVESTMENTS

    The amortized cost, gross  unrealized  gains/losses and estimated fair value
    of available-for-sale  and held-to-maturity fixed maturities and investments
    in  mutual  funds as of  December  31,  1999 and 1998 are shown  below.  All
    securities held at December 31, 1999 and 1998 were publicly traded.

    Investments  in fixed  maturities  as of December 31, 1999  consisted of the
    following:

<TABLE>
<CAPTION>

                  (in thousands)                                     Held-to-Maturity

                                                                 Gross               Gross
                                           Amortized          Unrealized          Unrealized             Fair
                                             Cost                Gains              Losses               Value

<S>                                      <C>                   <C>               <C>                   <C>
         U.S. Government

            obligations                      $1,105                $  -             $ (1)                $1,104

         Corporate securities                 2,255                   -              (15)                 2,240
                                              -----                ----             -----               -------

            Totals                           $3,360                $  -             $(16)                $3,344
                                             ======                ====             =====                ======



                  (in thousands)                                     Available-for-Sale

                                                                 Gross               Gross
                                           Amortized          Unrealized          Unrealized             Fair
                                             Cost                Gains              Losses               Value

         U.S. Government

            obligations                   $  81,183                $  -           $ (678)             $  80,505

         Obligations of
            state and political
            subdivisions                        253                                   (3)                   250

         Corporate securities               121,859                   -           (4,449)               117,410
                                          ---------                ----            ------             ---------

            Totals                         $203,295                $  -         $ (5,130)              $198,165
                                           ========                ====         =========              ========


         The amortized cost and fair value of fixed  maturities,  by contractual
         maturity, at December 31, 1999 are shown below.

                  (in thousands)                        Held-to-Maturity                  Available-for-Sale
                                                        ----------------                  ------------------

                                                    Amortized          Fair             Amortized           Fair
                                                      Cost             Value              Cost              Value

         Due in one year or less                      $3,107          $3,097       $           -  $           -

         Due after one through five years                253             247             130,284            128,250

         Due after five through ten years                  -               -              73,011             69,915
                                                  ----------      ----------          ----------         ----------

               Total                                  $3,360          $3,344            $203,295           $198,165
                                                      ======          ======            ========           ========

</TABLE>

<PAGE>

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

             Notes to Consolidated Financial Statements (continued)

4.  INVESTMENTS (continued)

    Investments  in fixed  maturities  as of December 31, 1998  consisted of the
    following:

<TABLE>
<CAPTION>

                  (in thousands)                       Held-to-Maturity

                                                                    Gross               Gross
                                            Amortized            Unrealized          Unrealized             Fair
                                              Cost                  Gains              Losses               Value
                                              ----                  -----              ------               -----

<S>                                           <C>                    <C>                   <C>               <C>
         U.S. Government

            obligations                       $3,774                 $57                   $-                $3,831

         Obligations of
            state and political
            subdivisions                           -                   -                    -                     -

         Corporate

            securities                         4,515                  34                    -                 4,549
                                             -------                ----                  ---               -------

               Totals                         $8,289                 $91                  $ -                $8,380
                                              ======                 ===                  ===                ======


                  (in thousands)                       Available for Sale

                                                                    Gross               Gross
                                            Amortized            Unrealized          Unrealized             Fair
                                              Cost                  Gains              Losses               Value
                                              ----                  -----              ------               -----

         U.S. Government

            obligations                     $ 17,399              $  678                 $  -             $  18,077

         Obligations of
            state and political

            subdivisions                         253                   7                    -                   260

         Corporate

            securities                       117,774               5,160                 (76)               122,858
                                           ---------             -------              -------            ----------

               Totals                       $135,426              $5,845               $ (76)              $141,195
                                            ========              ======               ======              ========


         Proceeds from sales of fixed maturities during 1999, 1998 and 1997 were
         $32,196,000,  $999,000,  and  $5,056,000,  respectively.  Proceeds from
         maturities during 1999, 1998 and 1997 were $4,030,000,  $3,050,000, and
         $5,700,000, respectively.

</TABLE>
<PAGE>

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

             Notes to Consolidated Financial Statements (continued)

4.  INVESTMENTS (continued)

    The cost,  gross  unrealized  gains/losses  and fair value of investments in
    mutual funds at December 31, 1999 and 1998 are shown below:

<TABLE>
<CAPTION>

                  (in thousands)                                 Gross             Gross
                                                              Unrealized        Unrealized              Fair
                                             Cost                Gains            Losses                Value

<S>      <C>                               <C>                  <C>              <C>                  <C>
         1999                              $11,667              $4,763           $ (26)               $16,404
                                           =======              ======           ======               =======

         1998                               $8,068                $416          $ (274)                $8,210
                                            ======                ====          =======                ======


     Net realized  investment gains (losses) were as follows for the years ended
     December 31:

                  (in thousands)                                  1999                  1998                1997
                                                                ------                  ----                ----

         Fixed maturities:
           Gross gains                                        $    253                 $    -              $  10
           Gross losses                                           (228)                    (1)                -
         Investment in mutual funds:
           Gross gains                                             990                    281                116
           Gross losses                                           (437)                  (181)               (39)
                                                               -------                 ------             ------

         Totals                                                 $  578                  $  99              $  87
                                                                ======                  =====              =====
</TABLE>
<TABLE>
<CAPTION>

5.  NET INVESTMENT INCOME

    The sources of net investment  income for the years ended December 31, 1999,
    1998 and 1997 were as follows:

                  (in thousands)                                1999                   1998                1997
                                                                ----                   ----                ----

<S>                                                            <C>                   <C>                  <C>
         Fixed maturities                                      $ 9,461               $  8,534             $6,617
         Cash and cash equivalents                               2,159                  1,717              1,153
         Investment in mutual funds                                 32                  1,013                554
         Policy loans                                               31                     45                 28
         Derivative Instruments                                 (1,036)                     -                  -
                                                             ---------             ----------          ---------

         Total investment income                                10,647                 11,309              8,352
         Investment expenses                                       206                    179                171
                                                            ----------             ----------           --------

         Net investment income                                 $10,441                $11,130             $8,181
                                                               =======                =======             ======
</TABLE>

<PAGE>

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

             Notes to Consolidated Financial Statements (continued)

6.  INCOME TAXES

    The  significant  components  of income  tax  expense  for the  years  ended
    December 31 were as follows:

<TABLE>
<CAPTION>

                (in thousands)                                 1999                  1998                  1997
                                                               ----                  ----                  ----

<S>                                                           <C>                   <C>                   <C>
         Current tax expense                                  $41,248               $22,384               $20,108

         Deferred tax benefit                                 (10,904)              (14,230)               (9,630)
                                                              --------             --------             ---------

         Total income tax expense                             $30,344              $  8,154               $10,478
                                                              =======              ========               =======
</TABLE>

         The tax effects of significant items comprising the Company's  deferred
         tax balance as of December 31, 1999 and 1998, are as follows:

<TABLE>
<CAPTION>

                  (in thousands)                                         1999                         1998
                                                                         ----                         ----

         Deferred tax liabilities:
<S>                                                                    <C>                         <C>
             Deferred acquisition costs                                ($321,873)                  ($210,731)
             Payable to reinsurers                                       (26,733)                    (25,585)
             Policy fees                                                  (1,146)                       (859)
             Net unrealized gains                                            (80)                     (2,069)
                                                                    ------------                 -----------

             Total                                                      (349,832)                   (239,244)
                                                                        --------                   ---------

         Deferred tax assets:
             Net separate account liabilities                            333,521                     225,600
             Future contractowner benefits                                 3,925                      13,128
             Other reserve differences                                    39,645                      25,335
             Deferred compensation                                        18,844                       9,619
             Surplus notes interest                                        5,030                       3,375
             Foreign exchange translation                                    137                         166
             Other                                                           456                         882
                                                                     -----------                ------------
             Total                                                       401,558                     278,105
                                                                        --------                   ---------

             Income tax receivable - deferred                          $  51,726                   $  38,861
                                                                       =========                   =========
</TABLE>

         Management  believes that based on the taxable  income  produced in the
         current year and the continued growth in annuity products,  the Company
         will  produce  sufficient  taxable  income in the future to realize its
         deferred tax asset.

<PAGE>

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

             Notes to Consolidated Financial Statements (continued)

6.  INCOME TAXES (continued)

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

<TABLE>
<CAPTION>

                  (in thousands)                                    1999               1998                 1997
                                                                    ----               ----                 ----

<S>                                                             <C>                 <C>                <C>
         Income (loss) before taxes
             Domestic                                             $109,036             $45,435             $39,464
             Foreign                                                (2,523)             (2,514)             (1,438)
                                                                 ----------          ---------           ---------
             Total                                                 106,513              42,921              38,026

             Income tax rate                                            35%                 35%                 35%
                                                                 ---------           ---------           ---------

         Tax expense at federal
             statutory income tax rate                              37,280              15,022              13,309

         Tax effect of:
             Dividend received deduction                            (9,572)             (9,085)             (4,585)
             Losses of foreign subsidiary                              883                 880                 503
             Meals and entertainment                                   664                 487                 340
             State income taxes                                      1,071                 673                 577
             Other                                                      18                 177                 334
                                                                 ---------            --------             -------

         Income tax expense                                      $  30,344            $  8,154             $10,478
                                                                 =========            ========             =======
</TABLE>

7.  RECEIVABLE FROM/PAYABLE TO AFFILIATES

    Certain  operating  costs  (including  personnel,  rental of  office  space,
    furniture,  and  equipment)  have been  charged  to the  Company  at cost by
    American Skandia Information Services and Technology  Corporation ("ASIST"),
    an affiliated company; and likewise, the Company has charged operating costs
    to ASISI.  The total cost to the Company  for these  items was  $11,136,000,
    $7,722,000,  and $5,572,000 for the years ended December 31, 1999,  1998 and
    1997,  respectively.   Income  received  for  these  items  was  $3,919,000,
    $1,355,000 and  $3,225,000  for the years ended December 31, 1999,  1998 and
    1997, respectively.

    The Company had a $10 million short-term loan payable to ASI at December 31,
    1999 and  1998.  The total  interest  expense  thereon  to the  Company  was
    $585,000,  $622,000 and $642,000 for the years ended December 31, 1999, 1998
    and 1997 respectively, of which $182,000 was payable as of December 31, 1999
    and 1998.

    Beginning  in  1999,   the  Company  was   reimbursed  by  ASM  for  certain
    distribution  related costs associated with the sales of business through an
    investment firm where ASM serves as an introducing broker dealer. Under this
    agreement,  the expenses reimbursed in 1999 were $1,441,000.  As of December
    31,1999, amounts receivable under this agreement were $245,000.

    As of December  31,1999,  the Company had received  $71,000,000  from ASI in
    advance of the sale of certain  rights to receive  future fees and  contract
    charges. This sale is expected to be completed in the first quarter of 2000.

<PAGE>

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

             Notes to Consolidated Financial Statements (continued)

8.  FUTURE FEES PAYABLE TO PARENT

    In a series of  transactions  with ASI, the Company  sold certain  rights to
    receive future fees and contract charges expected to be realized on variable
    portions of designated blocks of deferred annuity  contracts.  The effective
    dates and issue periods these transactions cover are as follows:

<TABLE>
<CAPTION>

                                   Closing           Effective           Contract Issue
               Transaction           Date              Date                  Period

<S>                <C>             <C>                <C>             <C>          <C>
                   1996-1           12/16/96            9/1/96         1/1/94   -   6/30/96
                   1997-1            7/23/97            6/1/97         3/1/96   -   4/30/97
                   1997-2           12/30/97           12/1/97         5/1/95   -  12/31/96
                   1997-3           12/30/97           12/1/97         5/1/96   -  10/31/97
                   1998-1            6/30/98            6/1/98         1/1/97   -   5/31/98
                   1998-2           11/10/98           10/1/98         5/1/97   -   8/31/98
                   1998-3           12/30/98           12/1/98         7/1/96   -  10/31/98
                   1999-1            6/23/99            6/1/99         4/1/94   -   4/30/99
                   1999-2           12/14/99           10/1/99        11/1/98   -   7/31/99
</TABLE>

    In connection with these transactions,  ASI issued collateralized notes in a
    private placement which are secured by the rights to receive future fees and
    charges purchased from the Company.

    Under the terms of the Purchase Agreements,  the rights sold provide for ASI
    to receive a percentage (80% or 100% depending on the underlying  commission
    option) of future  mortality  and expense  charges and  contingent  deferred
    sales charges, after reinsurance, expected to be realized over the remaining
    surrender charge period of the designated contracts (6 to 8 years).

    The Company did not sell the right to receive  future fees and charges after
    the expiration of the surrender charge period.

    The proceeds  from the sales have been recorded as a liability and are being
    amortized  over the  remaining  surrender  charge  period of the  designated
    contracts using the interest method.  The present values of the transactions
    as of the respective effective date were as follows:

<TABLE>
<CAPTION>

                                                                                       Present
         (in thousands)           Transaction             Discount Rate                 Value
                                  -----------             -------------                 -----

<S>                                 <C>                      <C>                      <C>
                                    1996-1                    7.5%                     $50,221
                                    1997-1                    7.5%                      58,767
                                    1997-2                    7.5%                      77,552
                                    1997-3                    7.5%                      58,193
                                    1998-1                    7.5%                      61,180
                                    1998-2                    7.0%                      68,573
                                    1998-3                    7.0%                      40,128
                                    1999-1                    7.5%                     120,632
                                    1999-2                    7.5%                     145,078
</TABLE>

         Payments  representing  fees and  charges  in the  aggregate  amount of
         $131,420,000,  $69,226,000 and $22,250,000  were made by the Company to
         the  Parent  for the years  ended  December  31,  1999,  1998 and 1997,
         respectively. Related interest expense of $52,840,000,  $22,978,000 and
         $6,842,000  has been  included in the statement of income for the years
         ended December 31, 1999, 1998 and 1997, respectively.

<PAGE>

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

             Notes to Consolidated Financial Statements (continued)

8.  FUTURE FEES PAYABLE TO PARENT (continued)

    Expected  payments of future fees payable to ASI as of December 31, 1999 are
    as follows:

<TABLE>
<CAPTION>

                                            Year Ended

          (in thousands)                    December 31,                     Amount
                                            -----------                      ------

<S>                                            <C>                          <C>
                                               2000                         $103,975
                                               2001                          107,262
                                               2002                          106,491
                                               2003                           97,550
                                               2004                           78,512
                                               2005                           51,839
                                               2006                           25,712
                                               2007                            4,693
                                                                           ---------
                                              Total                         $576,034
</TABLE>

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

9.       LEASES

         The Company leases office space under a lease agreement  established in
         1989  with  ASIST.  The  lease  expense  for  1999,  1998  and 1997 was
         $5,003,000,  $3,588,000  and  $2,428,000  respectively.  Future minimum
         lease payments per year and in aggregate as of December 31, 1999 are as
         follows:

         (in thousands)             2000                               $  7,004
                                    2001                                  7,004
                                    2002                                  6,854
                                    2003                                  6,756
                                    2004                                  6,929
                                    2005 and thereafter                  51,865
                                                                       --------

                                    Total                               $86,412
                                                                        =======


10.      RESTRICTED ASSETS

         To comply with certain state insurance departments'  requirements,  the
         Company maintains cash, bonds and notes on deposit with various states.
         The  carrying  value of  these  deposits  amounted  to  $4,868,000  and
         $3,747,000  as of December  31,  1999,  and 1998,  respectively.  These
         deposits  are  required  to  be  maintained   for  the   protection  of
         contractowners within the individual states.

<PAGE>

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

             Notes to Consolidated Financial Statements (continued)

11.      RETAINED EARNINGS AND DIVIDEND RESTRICTIONS

         On November 8, 1999,  the Board of Directors  authorized the Company to
         increase the par value of its capital  stock from $80 per share to $100
         per share in order to comply with minimum capital levels as required by
         the California Department of Insurance.  This transaction resulted in a
         corresponding  decrease in paid in and contributed  surplus of $500,000
         and had no effect on capital and surplus.

         Statutory basis shareholder's  equity was $286,385,000 and $285,553,000
         at December 31, 1999 and 1998, respectively.

         The  statutory  basis  net  loss  was   $17,672,000,   $13,152,000  and
         $8,970,000  for the  years  ended  December  31,  1999,  1998 and 1997,
         respectively.

         Under various state  insurance  laws,  the maximum  amount of dividends
         that can be paid to  shareholders  without prior  approval of the state
         insurance  department is subject to restrictions  relating to statutory
         surplus and net gain from operations.  At December 31, 1999, no amounts
         may be distributed without prior approval.

12.      EMPLOYEE BENEFITS

         The Company has a 401(k) plan for which substantially all employees are
         eligible. Under this plan, the Company contributes 3% of salary for all
         participating  employees and matches  employee  contributions  at a 50%
         level  up  to  an   additional   3%   Company   contribution.   Company
         contributions  to  this  plan  on  behalf  of  the  participants   were
         $3,164,000,  $2,115,000 and $1,220,000 for the years ended December 31,
         1999, 1998 and 1997, respectively.

         The Company has a deferred compensation plan, which is available to the
         internal  field   marketing   staff  and  certain   officers.   Company
         contributions to this plan on behalf of the participants were $193,000,
         $342,000 and $270,000 for the years ended  December 31, 1999,  1998 and
         1997, respectively.

         The Company and an affiliate  cooperatively have a long-term  incentive
         program  under which units are awarded to executive  officers and other
         personnel. The Company also has a profit sharing program which benefits
         all  employees  below the  officer  level.  These  programs  consist of
         multiple  plans  with  new  plans  instituted  each  year.   Generally,
         participants  must remain  employed by the Company or its affiliates at
         the time such units are payable in order to receive any payments  under
         the  program.  The accrued  liability  representing  the value of these
         units was $42,619,000 and $21,372,000 as of December 31, 1999 and 1998,
         respectively.  Payments under this plan were $4,079,000, $2,407,000 and
         $1,119,000  for the years ended  December  31,  1999,  1998,  and 1997,
         respectively.

<PAGE>

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

             Notes to Consolidated Financial Statements (continued)

13.      REINSURANCE

         The effect of reinsurance  for the years ended December 31, 1999,  1998
         and 1997 is as follows:

         (in thousands)                                   1999
                                                          ----
<TABLE>
<CAPTION>
                             Annuity and Life        Annuity and Life
                                 Insurance               Insurance             Return Credited
                             Charges and Fees         Policy Reserves         to Contractowners

         <S>                     <C>                         <C>                  <C>
         Gross                   $326,670                    $315                 ($1,397)
         Ceded                    (36,681)                  2,763                    (242)
                                 --------                  ------                 --------
         Net                     $289,989                  $3,078                 ($1,639)
                                 ========                  ======                 ========


                                                          1998
                                                          ----

                             Annuity and Life        Annuity and Life
                                 Insurance               Insurance             Return Credited
                             Charges and Fees         Policy Reserves         to Contractowners

         Gross                   $215,425                 $   691                 ($8,921)
         Ceded                    (29,214)                    362                      (9)
                                 --------                  ------                 --------
         Net                     $186,211                  $1,053                 ($8,930)
                                 ========                  ======                 ========


                                                          1997
                                                          ----

                             Annuity and life        Annuity and Life
                                 Insurance               Insurance             Return Credited
                             Charges and Fees         Policy Reserves         to Contractowners

         Gross                   $144,417                    $955                 ($1,972)
         Ceded                    (23,259)                   (918)                    (46)
                                 --------                   -----                 --------
         Net                     $121,158                   $  37                 ($2,018)
                                 ========                   =====                 ========
</TABLE>

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

<PAGE>

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

             Notes to Consolidated Financial Statements (continued)

14.      SURPLUS NOTES

The      Company has issued  surplus  notes to its Parent in exchange  for cash.
         Surplus  notes  outstanding  as of  December  31, 1999 and 1998 were as
         follows:

<TABLE>
<CAPTION>

              (in thousands)
                                                                                            Interest for the
                                        Interest          1999          1998           Years Ended December 31,
              Issue Date                  Rate          Amount         Amount        1999         1998        1997
              ----------                  ----          ------         ------        ----         ----        ----

         <S>                              <C>           <C>           <C>             <C>         <C>         <C>
         December 29, 1993                6.84%                -             -             -        1,387       1,387
         February 18, 1994                7.28%           10,000        10,000           738          738         738
         March 28, 1994                   7.90%           10,000        10,000           801          801         801
         September 30, 1994               9.13%           15,000        15,000         1,389        1,389       1,389
         December 28, 1994                9.78%                -        14,000         1,308        1,388       1,388
         December 19, 1995                7.52%           10,000        10,000           762          762         762
         December 20, 1995                7.49%           15,000        15,000         1,139        1,139       1,139
         December 22, 1995                7.47%            9,000         9,000           682          682         682
         June 28, 1996                    8.41%           40,000        40,000         3,411        3,411       3,411
         December 30, 1996                8.03%           70,000        70,000         5,698        5,699       5,699

         Total                                          $179,000      $193,000       $15,928      $17,396     $17,396
                                                        ========      ========       =======      =======     =======
</TABLE>

         The surplus note for $14,000,000  dated December 28, 1994 was converted
         to additional  paid-in capital on December 10, 1999. A surplus note for
         $20,000,000 dated December 29, 1993 was converted to additional paid-in
         capital on December 31, 1998. All surplus notes mature seven years from
         the issue date.

         Payment of  interest  and  repayment  of  principal  for these notes is
         subject to certain  conditions  and require  approval by the  Insurance
         Commissioner  of the State of  Connecticut.  At  December  31, 1999 and
         1998, $14,372,000 and $9,644,000,  respectively, of accrued interest on
         surplus notes was not approved for payment under these criteria.

15.      SHORT-TERM BORROWING

         The Company had a $10 million  short-term loan payable to the Parent at
         December 31, 1999 and 1998. The total  interest  expense to the Company
         was  $585,000,  $622,000 and $642,000 and for the years ended  December
         31, 1999, 1998 and 1997,  respectively,  of which $197,000 and $182,000
         was payable as of December 31, 1999 and 1998, respectively.

16.      CONTRACT WITHDRAWAL PROVISIONS

         Approximately  99% of the Company's  separate  account  liabilities are
         subject to discretionary  withdrawal by  contractowners at market value
         or with market  value  adjustment.  Separate  account  assets which are
         carried at fair value are  adequate to pay such  withdrawals  which are
         generally  subject  to  surrender  charges  ranging  from 10% to 1% for
         contracts held less than 10 years.

<PAGE>

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

             Notes to Consolidated Financial Statements (continued)

17.      SEGMENT REPORTING

         During 1998, to complement its annuity  products,  the Company launched
         specific  marketing and operational  activities  towards the release of
         variable life insurance and qualified retirement plan annuity products.
         Assets under  management and sales for the products other than variable
         annuities  have not been  significant  enough to warrant  full  segment
         disclosures as required by SFAS 131,  "Disclosures about Segments of an
         Enterprise and Related Information."

18.      SUBSEQUENT EVENT

         On March 22, 2000,  the Company sold certain  rights to receive  future
         fees and contract charges expected to be received on variable  portions
         of deferred annuity contracts issued between August 1, 1999 and January
         31, 2000. This transaction is the latest in a series of agreements with
         ASI, as described in Note 8.

         This  transaction  has an effective date of March 22, 2000. The present
         value as of this date, discounted at 7.5%, was $171,781,000.

<PAGE>

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

             Notes to Consolidated Financial Statements (continued)

19.      QUARTERLY FINANCIAL DATA (UNAUDITED)

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

<TABLE>
<CAPTION>

                   (in thousands)                                            Three months Ended
                                                                             ------------------
                                                     March 31          June 30      September 30       December 31
                                                     --------          -------      ------------       -----------
                       1999
         Premiums and other insurance
         <S>                                          <C>               <C>              <C>              <C>
            revenues                                   $78,412           $88,435          $97,955          $111,540
         Net investment income                           2,654             2,842            2,735             2,210
         Net realized capital gains                        295                25              206                52
                                                    ----------       -----------       ----------       -----------
         Total revenues                                 81,361            91,302          100,896           113,802

         Benefits and expenses                          64,107            67,803           71,597            77,341
                                                      --------          --------         --------          --------

         Pre-tax net income                             17,254            23,499           29,299            36,461

         Income taxes                                    3,844             7,142            7,898            11,460
                                                     ---------         ---------        ---------           -------

         Net income                                   $ 13,410          $ 16,357         $ 21,401           $25,001
                                                      ========          ========         ========           =======


                                  1998

         Premiums and other insurance
            revenues                                   $50,593           $57,946          $62,445           $67,327
         Net investment income                           3,262             2,410            2,469             2,989
         Net realized capital gains (losses)               156                13              (46)              (24)
                                                    ----------       -----------      -----------       -----------
         Total revenues                                 54,011            60,369           64,868            70,292

         Benefits and expenses                          46,764            42,220           48,471            69,164
                                                      --------          --------         --------          --------

         Pre-tax net income                              7,247            18,149           16,397             1,128

         Income taxes                                    1,175             4,174            2,223               582
                                                     ---------         ---------         --------         ---------

         Net income                                   $  6,072           $13,975          $14,174          $    546
                                                      ========           =======          =======          ========


                       1997
         Premiums and other insurance
            revenues                                   $30,186           $34,056          $41,102           $44,402
         Net investment income                           1,369             2,627            2,031             2,154
         Net realized capital gains                         20                43               21                 3
                                                   -----------       -----------      -----------      ------------
         Total revenues                                 31,575            36,726           43,154            46,559

         Benefits and expenses                          18,319            30,465           31,179            40,025
                                                      --------          --------         --------          --------

         Pre-tax net income                             13,256             6,261           11,975             6,534

         Income taxes                                    4,260             2,614            3,354               250
                                                     ---------         ---------        ---------        ----------

         Net income                                   $  8,996          $  3,647         $  8,621          $  6,284
                                                      ========          ========         ========          ========


</TABLE>



<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,  2000 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.

         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, 2000 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,

- ------------------------------------------------------------------------------------------------------------------------------------
                          1999       1998       1997        1996       1995        1994       1993       1992       1991       1990
- ------------------------------------------------------------------------------------------------------------------------------------
GAL Money Market 3
(1995)
<S>                   <C>        <C>         <C>          <C>         <C>          <C>       <C>        <C>        <C>       <C>
Unit Price               $11.99      11.55       11.10      10.68       10.29          -          -           -         -          -
Number of Units       1,253,950    793,937     481,900    438,416     481,900          -          -           -         -          -
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
GAL Equity 3
(1995)

Unit Price               $26.65      21.16       17.31      13.69       11.38          -          -           -         -          -
Number of Units       2,588,848  2,156,517   1,614,134    844,454     205,306          -          -           -         -          -
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
GAL High Quality
Bond 3

(1995)

Unit Price               $12.80      13.44       12.38      11.43       11.32          -          -           -         -          -
Number of Units       1,019,059    893,217     449,406    241,376      94,895          -          -           -         -          -
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
GAL Asset Allocation 3
(1995)

Unit Price               $19.21      18.04       15.58      13.22       11.62          -          -           -         -          -
Number of Units       4,464,357  3,160,151   1,518,788    595,541     199,741          -          -           -         -          -
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
GAL Growth &
Income 3

(1998)

Unit Price               $10.93      10.31           -          -           -          -          -           -         -          -
Number of Units       1,105,235    740,896           -          -           -          -          -           -         -          -
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
GAL Small Company
Growth 3

(1998)

Unit Price               $14.69       8.86           -          -           -          -          -           -         -          -
Number of Units         156,817    128,931           -          -           -          -          -           -         -          -
- ------------------------------------------------------------------------------------------------------------------------------------

<PAGE>


                                                                   Year Ended December 31,

- ------------------------------------------------------------------------------------------------------------------------------------
                        1999       1998       1997        1996       1995        1994       1993       1992       1991       1990
- ------------------------------------------------------------------------------------------------------------------------------------
GAL Columbia Real
Estate Equity II 3

(1998)

Unit Price                $8.51       8.97           -          -           -          -          -           -         -          -
Number of Units          90,019     62,167           -          -           -          -          -           -         -          -
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
GAL Columbia High
Yield II 3

(1998)

Unit price              $10.82      10.87           -          -           -          -          -           -         -          -
Number of Units        198,102    200,548           -          -           -          -          -           -         -          -
- ------------------------------------------------------------------------------------------------------------------------------------
AST American Century
International Growth 3

(1997)

Unit Price               $21.92      13.40       11.40          -           -          -          -           -         -          -
Number of Units         127,367     60,057      14,316          -           -          -          -           -         -          -
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
AST American Century
International
Growth II 3 (1)

(1995)

Unit Price               $17.87      13.68       12.12      12.08       10.69          -          -           -         -          -
Number of Units         867,679    872,504     934,595    783,865     265,448          -          -           -         -          -
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
AST Janus Small-Cap
Growth 3 (2)

(1995)

Unit Price               $37.29      15.57       15.19      14.48       12.18          -          -           -         -          -
Number of Units       1,334,152    739,417   1,159,570    861,999     203,315          -          -           -         -          -
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
AST Neuberger Berman
Mid-Cap Value 3 (3)

(1995)

Unit Price               $16.40      15.67       16.21      12.95       11.73          -          -           -         -          -
Number of Units       1,216,796    265,991      37,213     19,077       8,260          -          -           -         -          -
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
AST JanCap Growth 3
(1995)

Unit Price               $51.92      33.83       20.31      15.95       12.55          -          -           -         -          -
Number of Units       1,661,006    784,771     386,637    252,967      68,509          -          -           -         -          -
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
AST INVESCO Equity
Income 3

(1995)

Unit Price               $20.58      18.60       16.58      13.58       11.71          -          -           -         -          -
Number of Units       1,912,354  1,551,802   1,112,336    645,296     155,507          -          -           -         -          -
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
AST T. Rowe Price
Global Bond 3 (4)

(1995)

Unit Price               $11.02      12.14       10.69      11.18       10.66          -          -           -         -          -
Number of Units         159,358    157,857     101,883     56,657      24,422          -          -           -         -          -
- ------------------------------------------------------------------------------------------------------------------------------------



<PAGE>


                                                                       Year Ended December 31,

- ------------------------------------------------------------------------------------------------------------------------------------
                        1999       1998       1997        1996       1995        1994       1993       1992       1991       1990
- ------------------------------------------------------------------------------------------------------------------------------------


The Alger American
Fund - AA MidCap
Growth 3

(1995)

Unit Price               $27.32      20.93       16.23      14.25       12.87          -          -           -         -          -
Number of Units         592,420    223,099     146,230    142,950      50,878          -          -           -         -          -
- ------------------------------------------------------------------------------------------------------------------------------------
The Montgomery Variable
Series - MV Emerging
Markets 3

(1996)

Unit Price               $10.21       6.26       10.12      10.28           -          -          -           -         -          -
Number of Units         231,741    130,849      64,010     37,227           -          -          -           -         -          -
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

1.   Effective May 1, 2000, American Century Investment Management,  Inc. became
     Sub-advisor  of the  Portfolio.  Prior to May 1, 2000,  Rowe  Price-Fleming
     International, Inc. served as Sub-advisor of the Portfolio, then named "AST
     T. Rowe Price International Equity Portfolio."
2.   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."
3.   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."
4.   Effective May 1, 2000, the name of the portfolio was changed to the "AST T.
     Rowe  Price  Global  Bond."  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  Sub-advisor  of  the
     Portfolio, then named "AST Scudder International Bond Portfolio."





<PAGE>



                   American Skandia Life Assurance Corporation

                   Attention: Galaxy Annuity Customer Service

                              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 GA3-PROS (05/2000).
- --------------------------------------------------------------------------------


             -------------------------------------------------------
                                (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 OF CONTENTS

<TABLE>
<CAPTION>
ITEM                                                                                                                   PAGE

<S>                                                                                                                       <C>
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                                                                                      5
|X|      Total Return                                                                                                     5

How the Unit Price is Determined                                                                                          9

Additional Information on Fixed Allocations                                                                               9
|X|      How We Calculate the Market Value Adjustment                                                                    10

General Information                                                                                                      11
|X|      Voting Rights                                                                                                   11
|X|      Modification                                                                                                    11
|X|      Deferral of Transactions                                                                                        12
|X|      Misstatement of Age or Sex                                                                                      12
|X|      Ending the Offer                                                                                                12

Independent Auditors                                                                                                     12

Legal Experts                                                                                                            12

Financial Statements                                                                                                     12
|X|      Appendix A - American Skandia Life Assurance Corporation Variable Account B (Class 3 Sub-accounts)              14
</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     1-800-444-3970.     OUR     ELECTRONIC     MAIL     ADDRESS     IS
[email protected].

- --------------------------------------------------------------------------------
Date of Prospectus: May 1, 2000
Date of Statement of Additional Information: May 1, 2000
GAL3 - SAI (05/2000)


<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,  Inc.  ("ASI")  formerly known as
American  Skandia  Investment  Holding  Corporation.  ASI'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 exclusively 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  "Investment  Company 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>
          Underlying Mutual Fund:                                                         The Galaxy VIP Fund

         Sub-account                                                                      Underlying Mutual Fund Portfolio

         <S>                                                                  <C>         <C>
         GAL Money Market 3                                                                         Money Market Portfolio
         GAL Equity 3                                                                                     Equity Portfolio
         GAL High Quality Bond 3                                                               High Quality Bond Portfolio
         GAL Asset Allocation 3                                                                 Asset Allocation Portfolio
         GAL Growth and Income 3                                                                         Growth and Income
         GAL Small Company Growth 3                                                                   Small Company Growth
         GAL Columbia Real Estate Equity II                                                 Columbia Real Estate Equity II
         GAL Columbia High Yield II 3
         Columbia High Yield II

         Underlying Mutual Fund:                                                                    American Skandia Trust

         Sub-account                                                                      Underlying Mutual Fund Portfolio

         AST American Century International Growth 3                             AST American Century International Growth
         AST American Century International Growth II 3                       AST American Century International Growth II
         AST Janus Small-Cap Growth 3                                                           AST Janus Small-Cap Growth
         AST NB Mid-Cap Value 3                                                         AST Neuberger Berman Mid-Cap Value
         AST Alger All-Cap Growth 3                                                               AST Alger All-Cap Growth
         AST JanCap Growth 3                                                                             AST JanCap Growth
         AST INVESCO Equity Income 3                                                             AST INVESCO Equity Income
         AST T. Rowe Price Global Bond 3                                                     AST T. Rowe Price Global Bond

         Underlying Mutual Fund:                                                                   The Alger American Fund

         Sub-account                                                                      Underlying Mutual Fund Portfolio

         AA MidCap Growth 3                                                                                  MidCap Growth

         Underlying Mutual Fund:                                                                Montgomery Variable Series

         Sub-account                                                                     Underlying Mutual Fund Portfolio

         MV Emerging Markets 3                                                                            Emerging Markets

</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, 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
Investment  Company  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, Fleet Investment Advisors,
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
ASI, 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 ASI.
American Skandia Information Services and Technology Corporation ("ASIST"), also
a wholly-owned  subsidiary ASI, 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 both American  Skandia Trust and American  Skandia  Advisor  Funds,
Inc.,  a  family  of  retail  mutual  funds.  ASM  also  acts as an  introducing
broker-dealer  through which it receives a portion of brokerage  commissions  in
connection with purchases and sales of securities held by portfolios of American
Skandia  Trust  which are offered as  underlying  investment  options  under the
Annuity.


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 7.0%.
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 GAL 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 GAL  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
     -----------            -------------                     ---------------
 GAL Money Market 3             4.69%                              4.80%


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.

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,   1999.   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                     (Assuming no CDSC with maintenance fees)
                                                 maintenance fees)
                                 -------------------------------------------------- -- ---------------------------------------------

- ----------------------------- -------- --------- --------- --------- ---------- -- --------- --------- -------- --------- ----------
                                  1        3         5         10     Inception        1         3      5 Years     10     Inception
                                 Year     Years     Years     Years     to Date        Year     Years               Years    to Date
- ------------------------------- -------- --------- --------- --------- ----------- --------- --------- -------- --------- ----------
<S>                                <C>       <C>       <C>        <C>      <C>         <C>       <C>      <C>        <C>      <C>
GAL Equity 3                       21.65%    24.19%    23.78%     N/A      17.41%      25.65%    24.62%   23.78%     N/A      17.41%
GAL High Quality Bond 3            -8.94%    3.01%     6.32%      N/A       4.14%      -4.94%    3.64%     6.32%     N/A       4.14%
GAL Asset Allocation 3              2.30%    12.51%    15.95%     N/A      11.44%      6.30%     13.04%   15.95%     N/A      11.44%
GAL Growth & Income 3               1.82%     N/A       N/A       N/A       3.17%      5.82%      N/A       N/A      N/A       4.75%
GAL Small Company Growth 3         61.48%     N/A       N/A       N/A      21.64%      65.48%     N/A       N/A      N/A      23.02%
GAL Columbia Real Estate           -9.28%     N/A       N/A       N/A      -10.39%     -5.28%     N/A       N/A      N/A      -8.61%
  Equity II 3
GAL Columbia High Yield II 3       -4.66%     N/A       N/A       N/A       2.56%      -0.66%     N/A       N/A      N/A       4.15%

AST American Century               59.23%    29.25%     N/A       N/A      29.36%      63.23%    29.65%     N/A      N/A      29.56%
  International Growth 3
AST American Century               26.37%    13.21%    12.72%     N/A       9.59%      30.37%    13.73%   12.72%     N/A       9.59%
  International Growth II 3 1
AST Janus Small-Cap Growth 3 2     135.07%   36.45%    31.76%     N/A      27.36%     139.07%    36.81%   31.76%     N/A      27.36%
AST Neuberger Berman Mid-Cap        0.40%    7.39%     11.55%     N/A       8.28%      4.40%     7.96%    11.55%     N/A       8.28%
  Value 3 3
AST JanCap Growth 3                49.16%    47.62%    41.06%     N/A      28.83%      53.16%    47.92%   41.06%     N/A      28.83%
AST INVESCO Equity Income 3         6.40%    14.13%    17.48%     N/A      13.69%      10.40%    14.64%   17.48%     N/A      13.69%
AST T. Rowe Price Global Bond 3 4  -13.43%   -1.37%    2.40%      N/A       1.38%      -9.43%    -0.69%    2.40%     N/A       1.38%

AA MidCap Growth 3                 26.27%    23.54%    24.60%     N/A      23.21%      30.27%    23.98%   24.60%     N/A      23.21%

MV Emerging Markets 3              58.84%    -1.10%     N/A       N/A       0.08%      62.84%    -0.43%     N/A      N/A       0.35%
- ------------------------------- -------- --------- --------- --------- ----------- --------- --------- -------- --------- ----------
</TABLE>



<PAGE>




<TABLE>
<CAPTION>
                                 --------------------------------------------------  -----------------------------------------------
                                               Standard Total Return                            Non-Standard Total Return

                                 --------------------------------------------------  -----------------------------------------------
                                 --------------------------------------------------  -----------------------------------------------
                                            (Assuming maximum CDSC and                  (Assuming no CDSC and no maintenance fee)
                                                no maintenance fee)
                                 --------------------------------------------------  -----------------------------------------------

- ------------------------------- -------- --------- --------- --------- ----------- --------- --------- -------- --------- ----------
                                    1        3         5         10     Inception      1         3      5 Years     10     Inception
                                   Year     Years     Years     Years     to Date      Year     Years               Years    to Date
- ------------------------------- -------- --------- --------- --------- ----------- --------- --------- -------- --------- ----------
<S>                                <C>       <C>       <C>        <C>      <C>         <C>       <C>      <C>        <C>      <C>
GAL Equity 3                       21.91%    24.44%    24.03%     N/A      17.64%      25.91%    24.87%   24.03%     N/A      17.64%
GAL High Quality Bond 3            -8.75%    3.22%     6.53%      N/A       4.35%      -4.75%    3.85%     6.53%     N/A       4.35%
GAL Asset Allocation 3              2.51%    12.74%    16.18%     N/A      11.67%      6.51%     13.27%   16.18%     N/A      11.67%
GAL Growth & Income 3               2.03%     N/A       N/A       N/A       3.40%      6.03%      N/A       N/A      N/A       4.98%
GAL Small Company Growth 3         61.82%     N/A       N/A       N/A      21.91%      65.82%     N/A       N/A      N/A      23.29%
GAL Columbia Real Estate           -9.09%     N/A       N/A       N/A      -10.19%     -5.09%     N/A       N/A      N/A      -8.41%
  Equity II 3
GAL Columbia High Yield II 3       -4.46%     N/A       N/A       N/A       2.79%      -0.46%     N/A       N/A      N/A       4.38%

AST American Century               59.56%    29.51%     N/A       N/A      29.71%      63.56%    29.91%     N/A      N/A      29.91%
  International Growth 3
AST American Century               26.63%    13.44%    12.95%     N/A       9.81%      30.63%    13.96%   12.95%     N/A       9.81%
  International Growth II 3 1
AST Janus Small-Cap Growth 3 2     135.55%   36.73%    32.02%     N/A      27.62%     139.55%    37.08%   32.02%     N/A      27.62%
AST Neuberger Berman Mid-Cap        0.61%    7.61%     11.77%     N/A       8.51%      4.61%     8.18%    11.77%     N/A       8.51%
  Value 3 3
AST JanCap Growth 3                49.47%    47.91%    41.34%     N/A      29.12%      53.47%    48.22%   41.34%     N/A      29.12%
AST INVESCO Equity Income 3         6.62%    14.36%    17.71%     N/A      13.92%      10.62%    14.87%   17.71%     N/A      13.92%
AST T. Rowe Price Global Bond 3 4  -13.25%   -1.16%    2.60%      N/A       1.59%      -9.25%    -0.49%    2.60%     N/A       1.59%

AA MidCap Growth 3                 26.53%    23.79%    24.85%     N/A      23.47%      30.53%    24.23%   24.85%     N/A      23.47%

MV Emerging Markets 3              59.17%    -0.90%     N/A       N/A       0.30%      63.17%    -0.23%     N/A      N/A       0.57%
- ------------------------------- -------- --------- --------- --------- ----------- --------- --------- -------- --------- ----------
</TABLE>

1.   Effective May 1, 2000, American Century Investment Management,  Inc. became
     Sub-advisor  of the  Portfolio.  Prior to May 1, 2000,  Rowe  Price-Fleming
     International, Inc. served as Sub-advisor of the Portfolio, then named "AST
     T. Rowe Price International Equity Portfolio."
2.   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."
3.   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."
4.   Effective May 1, 2000, the name of the portfolio was changed to the "AST T.
     Rowe  Price  Global  Bond."  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  Sub-advisor  of  the
     Portfolio, then named "AST Scudder International Bond Portfolio."


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

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


<PAGE>


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 one  and
nine-tenths percent of interest (1.90%).

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

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

We have no specific formula for determining the interest rates we declare. Rates
may differ  between  classes and between  types of annuities we offer,  even for
guarantees  of the same  duration  starting  at the same  time.  We  expect  our
interest  rate  declarations  for  Fixed  Allocations  to  reflect  the  returns
available on the type of investments  we make to support the various  classes of
annuities  supported by the assets in Separate  Account D. However,  we may also
take into  consideration in determining  rates such factors  including,  but not
limited to, the durations  offered by the  annuities  supported by the assets in
Separate  Account D,  regulatory  and tax  requirements,  the  liquidity  of the
secondary   markets  for  the  type  of   investments   we  make,   commissions,
administrative expenses, investment expenses, our 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 you surrender the Annuity  pursuant to the free-look
provision is [(1 + I)/(1 + J)]N/12.

No MVA applies in determining a Fixed Allocation's Account Value on its Maturity
Date.

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.

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 Investment Company 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 Investment  Company Act; (f) operate Separate Account B as a
management  investment  company under the Investment Company 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  Investment  Company 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


The  consolidated  financial  statements  of  American  Skandia  Life  Assurance
Corporation  at December  31, 1999 and 1998,  and for each of the three years in
the period ended  December 31, 1999,  and the  financial  statements of American
Skandia  Life  Assurance  Corporation  Variable  Account  B - Class 3 Galaxy  at
December  31,  1999 and 1998 and for the years  then  ended,  appearing  in this
Prospectus  and  Registration  Statement have been audited by Ernst & Young LLP,
independent  auditors, as set forth in their reports thereon appearing elsewhere
herein,  and are included in reliance upon such reports given upon the authority
of such firm as experts in accounting and auditing.


LEGAL EXPERTS


The General Counsel of American Skandia Life Assurance Corporation has passed on
the legal matters with respect to Federal laws and regulations applicable to the
issue and sale of the Annuities and with respect to Connecticut law.


FINANCIAL STATEMENTS

American  Skandia  Life  Assurance  Corporation  Variable  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, 1999 and for the periods ended  December 31, 1999 and 1998.  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: Galaxy Annuity Customer
Service, P.O. Box 7038, Bridgeport, Connecticut, 06601-7038. Our phone number is
1-800-444-3970.  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)


                                                           American Skandia Life
                                                           Assurance Corporation

                                             Variable Account B - Class 3 Galaxy

                                          Years ended December 31, 1999 and 1998


<PAGE>








                          Independent Auditor's Report

To the Contractowners of

    American Skandia Life Assurance Corporation
    Variable Account B - Class 3 (Galaxy Annuity) and the
    Board of Directors and Shareholder of
    American Skandia Life Assurance Corporation

Shelton, Connecticut

We  have  audited  the  accompanying   statement  of  assets,   liabilities  and
contractowners'  equity of the sixteen  sub-accounts  of American  Skandia  Life
Assurance Corporation Variable Account B - Class 3, referred to in Note 1, as of
December 31, 1999, the related  statement of operations for the year then ended,
and the  statements  of changes in net assets for the years ended  December  31,
1999  and  1998.  These  financial  statements  are  the  responsibility  of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
financial statements based on our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial  position of the sixteen  sub-accounts of
American  Skandia  Life  Assurance  Corporation  Variable  Account  B - Class 3,
referred to in Note 1, at December 31, 1999,  the results of its  operations for
the year then ended,  and its changes in net assets for the years ended December
31, 1999 and 1998 in conformity with accounting principles generally accepted in
the United States.

                                                            /s/Ernst & Young LLP

Hartford, Connecticut
February 11, 2000

<PAGE>


AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
VARAIBLE ACCOUNT B --- CLASS 3 GALAXY
STATEMENT OF ASSETS, LIABILITIES, AND CONTRACTOWNERS' EQUITY
AS OF DECEMBER 31, 1999



<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------

                                             ASSETS

Investment in mutual funds at market value ( Note 2 ):
      <S>                                                                                                <C>
      American Skandia Trust ( AST ):
            T. Rowe Price International Bond Portfolio - 182,920 shares ( cost $1,779,265)               $ 1,756,034
            Invesco Equity Income Portfolio - 2,109,967 shares ( cost $33,972,394)                        39,350,883
            T. Rowe Price International Equity Portfolio - 930,264 shares ( cost $11,754,491)             15,507,496
            JanCap Growth Portfolio - 1,562,065 shares ( cost $57,115,123)                                86,241,625
            Neuberger & Berman Midcap Value Portfolio - 1,497,915 shares ( cost $20,406,698)              19,952,224
            Janus Small Cap Growth Portfolio - 1,167,606 shares ( cost $27,375,622)                       49,751,683
      The Alger American Fund ( AAF ):
            Midcap Growth Portfolio - 502,249 shares ( cost $13,546,800)                                  16,187,499
      Galaxy VIP Funds (GAL):
            Money Market Fund - 15,031,949 shares ( cost $15,031,949)                                     15,031,949
            Equity Fund - 3,106,154 shares ( cost $58,451,470)                                            68,987,672
            High Quality Bond Fund - 1,343,838 shares ( cost $13,916,755)                                 13,048,670
            Asset Allocation Fund - 5,057,362 shares ( cost $78,384,483)                                  85,772,861
            Growth & Income Fund - 1,111,662 shares ( cost $11,357,659)                                   12,083,760
            Small Company Growth Fund - 161,173 shares ( cost $1,454,751)                                  2,303,168
            Columbia Real Estate Equity II Fund - 94,813 shares ( cost $849,004)                             766,089
            Columbia High Yield II Fund - 220,949 shares ( cost $2,235,996)                                2,143,204
      Montgomery Variable Series (Montgomery):
            Emerging Markets Portfolio - 217,860 shares ( cost $1,877,569)                                 2,365,959
                                                                                                  -------------------
                          Total Invested Assets                                                        $ 431,250,776

Receivable from American Skandia Life Assurance Corporation                                                  103,111
Receivable from Galaxy VIP Funds                                                                             346,766
                                                                                                  -------------------
                          Total Receivables                                                                $ 449,877



                                                                                                  -------------------
                                                                                                  -------------------
                          Total Assets                                                                 $ 431,700,653
                                                                                                  ===================

- ---------------------------------------------------------------------------------------------------------------------
See Notes to Financial Statements.
</TABLE>



<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------

                                           LIABILITIES


<S>                                                                                <C>           <C>          <C>
Payable to American Skandia Trust                                                                                $ 363,804
Payable to The Alger American Fund                                                                                  36,780
Payable to Montgomery Variable Series                                                                               49,573
                                                                                                         ------------------
                          Total Liabilities                                                                      $ 450,157
                                                                                                         ------------------



                                           NET ASSETS
                                                                                                   Unit
Contractowners' Equity                                                             Units           Value
       AST - JanCap Growth                                                         1,661,006     $ 51.92      $ 86,241,625
       AST - Neuberger & Berman Midcap Value                                       1,216,796       16.40        19,952,224
       AST - T. Rowe Price International Equity                                      867,679       17.87        15,507,496
       AST - T. Rowe Price International Bond                                        159,358       11.02         1,755,938
       AST - Janus Small Cap Growth                                                1,334,152       37.29        49,751,683
       AST - INVESCO Equity Income                                                 1,912,354       20.58        39,350,883
       AAF - Midcap Growth                                                           592,420       27.32        16,187,499
       GAL - Asset Allocation                                                      4,464,357       19.21        85,772,861
       GAL - Columbia High Yield II                                                  198,102       10.82         2,143,145
       GAL - Columbia Real Estate Equity II                                           90,019        8.51           766,089
       GAL - Equity                                                                2,588,848       26.65        68,987,672
       GAL - Growth & Income                                                       1,105,235       10.93        12,083,760
       GAL - High Quality Bond                                                     1,019,059       12.80        13,048,670
       GAL - Money Market                                                          1,253,950       11.99        15,031,949
       GAL - Small Company Growth                                                    156,817       14.69         2,303,106
       Montgomery - Emerging Markets                                                 231,741       10.21         2,365,896
                                                                                                         ------------------
                          Total Contractowners' Equity                                                        $431,250,496

                                                                                                         ------------------
                          Total Liabilities and Contractowners' Equity                                        $431,700,653
                                                                                                         ==================

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

<PAGE>
AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
VARIABLE ACCOUNT B - CLASS 3 GALAXY
STATEMENT OF OPERATIONS
FOR THE PERIODS ENDED DECEMBER 31, 1999



<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------

                                                                              Class 3 Sub-account Investing In:
                                                                              ------------------------------------------------------
                                                                                          AST -                              AST -
                                                                                        T. Rowe Price                  T. Rowe Price
                                                                                        International    AST - INVESCO International
                                                                                Total          Bond       Equity Income      Equity
                                                                              ------------------------------------------------------

<S>                                                                           <C>            <C>           <C>            <C>
INVESTMENT INCOME:
   Income
      Dividends                                                               $ 4,147,727    $ 120,087     $ 538,723      $ 84,430
   Expenses
      Mortality and Expense Risk Charges and Administrative Fees (Note 6)      (3,236,687)     (20,725)     (363,232)     (126,583)
                                                                            -------------------------------------------------------
NET INVESTMENT INCOME (LOSS)                                                      911,040       99,362       175,491       (42,153)
                                                                            -------------------------------------------------------

REALIZED GAIN (LOSS) ON INVESTMENTS:
   Proceeds from Sales                                                         52,455,759    1,657,729     3,329,244     3,007,824
   Cost of Securities Sold                                                     42,800,252    1,767,846     2,284,381     2,671,603

                                                                            -------------------------------------------------------
       Net Gain (Loss)                                                          9,655,507     (110,117)    1,044,863       336,221
   Capital Gain Distributions Received                                         10,487,101       38,556       835,070       567,877
                                                                            -------------------------------------------------------

NET REALIZED GAIN (LOSS)                                                       20,142,608      (71,561)    1,879,933       904,098
UNREALIZED GAIN (LOSS) ON INVESTMENTS:
   Beginning of Period                                                         23,892,908      186,414     4,113,959     1,064,469
   End of Period                                                               81,740,747      (23,231)    5,378,489     3,753,005
                                                                            -------------------------------------------------------

NET UNREALIZED GAIN (LOSS)                                                     57,847,839     (209,645)    1,264,530     2,688,536
                                                                            -------------------------------------------------------

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS              $ 78,901,487   $ (181,844)  $ 3,319,954   $ 3,550,481
                                                                            =======================================================


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

* Date Operations Commenced.
</TABLE>

<TABLE>
<CAPTION>
                                                                            --------------------------------------------------------
                                                                                                             AST-Janus
                                                                             AST-JanCap  AST-Neuberger &     Small Cap    AAF-Midcap
                                                                             Growth     Berman Midcap Value   Growth          Growth
                                                                            --------------------------------------------------------

<S>                                                                         <C>              <C>          <C>            <C>
INVESTMENT INCOME:
   Income
      Dividends                                                              $         -     $ 67,106     $         -    $        -
   Expenses
      Mortality and Expense Risk Charges and Administrative Fees (Note 6)       (516,366)    (147,331)       (211,388)      (86,632)
                                                                            --------------------------------------------------------
NET INVESTMENT INCOME (LOSS)                                                    (516,366)     (80,225)       (211,388)      (86,632)
                                                                            --------------------------------------------------------

REALIZED GAIN (LOSS) ON INVESTMENTS:
   Proceeds from Sales                                                         5,073,644    3,292,286      11,375,875     1,898,922
   Cost of Securities Sold                                                     2,309,441    3,247,162       7,983,425     1,384,659

                                                                            --------------------------------------------------------
       Net Gain (Loss)                                                         2,764,203       45,124       3,392,450       514,263
   Capital Gain Distributions Received                                         1,182,463      182,319               -       959,650
                                                                            --------------------------------------------------------

NET REALIZED GAIN (LOSS)                                                       3,946,666      227,443       3,392,450     1,473,913
UNREALIZED GAIN (LOSS) ON INVESTMENTS:
   Beginning of Period                                                         7,840,177       95,832         777,012       860,824
   End of Period                                                              29,126,503     (454,474)     22,376,061     2,640,699
                                                                            --------------------------------------------------------

NET UNREALIZED GAIN (LOSS)                                                    21,286,326     (550,306)     21,599,049     1,779,875
                                                                            --------------------------------------------------------

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS             $ 24,716,626   $ (403,088)   $ 24,780,111   $ 3,167,156
                                                                            ========================================================


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

* Date Operations Commenced.
</TABLE>

<TABLE>
<CAPTION>
                                                                         -----------------------------------------------------------
                                                                               GAL              GAL          GAL            GAL
                                                                              Money           Equity     High Quality       Asset
                                                                              Market           Fund          Bond       Allocation
                                                                         -----------------------------------------------------------

<S>                                                                       <C>              <C>           <C>          <C>
INVESTMENT INCOME:
   Income
      Dividends                                                             $ 541,472         $ 5,354    $ 750,026    $ 1,818,592
   Expenses
      Mortality and Expense Risk Charges and Administrative Fees (Note 6)    (116,631)       (577,187)    (137,222)      (770,197)
                                                                         ---------------------------------------------------------
NET INVESTMENT INCOME (LOSS)                                                  424,841        (571,833)     612,804      1,048,395
                                                                         ---------------------------------------------------------

REALIZED GAIN (LOSS) ON INVESTMENTS:
   Proceeds from Sales                                                     10,872,481       2,983,623    2,193,260      2,390,512
   Cost of Securities Sold                                                 10,872,481       1,885,625    2,182,792      1,807,114

                                                                         ---------------------------------------------------------
       Net Gain (Loss)                                                              -       1,097,998       10,468        583,398
   Capital Gain Distributions Received                                              -       5,698,655       19,706        745,103
                                                                         ---------------------------------------------------------

NET REALIZED GAIN (LOSS)                                                            -       6,796,653       30,174      1,328,501
UNREALIZED GAIN (LOSS) ON INVESTMENTS:
   Beginning of Period                                                              -       3,354,273      417,021      5,105,472
   End of Period                                                                    -      10,536,201     (868,085)     7,388,378
                                                                         ---------------------------------------------------------

NET UNREALIZED GAIN (LOSS)                                                          -       7,181,928   (1,285,106)     2,282,906
                                                                         ---------------------------------------------------------

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS             $ 424,841    $ 13,406,748   $ (642,128)   $ 4,659,802
                                                                         =========================================================


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

* Date Operations Commenced.
</TABLE>

<TABLE>
<CAPTION>
                                                                         -----------------------------------------------------------
                                                                                           GAL-Small   GAL-Columbia
                                                                              GAL            Company    Real Estate     GAL-Columbia
                                                                          Growth & Income    Growth     Equity II      High Yield II
                                                                         -----------------------------------------------------------

<S>     <C>                                                               <C>              <C>              <C>           <C>
INVESTMENT INCOME:
   Income
      Dividends                                                            $ 44,409        $       -        $ 29,656      $ 147,635
   Expenses
      Mortality and Expense Risk Charges and Administrative Fees (Note 6)  (104,182)         (15,567)         (7,430)       (21,888)
                                                                          -----------    -------------    ------------   -----------
NET INVESTMENT INCOME (LOSS)                                                (59,773)         (15,567)         22,226        125,747
                                                                          -----------    -------------    ------------   -----------

REALIZED GAIN (LOSS) ON INVESTMENTS:
   Proceeds from Sales                                                      908,974          174,552         116,191      1,020,231
   Cost of Securities Sold                                                  847,652          166,339         134,168      1,023,306

                                                                          -----------    -------------    ------------   -----------
       Net Gain (Loss)                                                       61,322            8,213         (17,977)        (3,075)
   Capital Gain Distributions Received                                      164,126           90,825               -          2,751
                                                                          -----------    -------------    ------------   -----------

NET REALIZED GAIN (LOSS)                                                    225,448           99,038         (17,977)          (324)
UNREALIZED GAIN (LOSS) ON INVESTMENTS:
   Beginning of Period                                                      402,830          (12,100)        (43,760)        41,538
   End of Period                                                            726,102          848,417         (82,916)       (92,792)
                                                                          -----------    -------------    ------------   -----------

NET UNREALIZED GAIN (LOSS)                                                  323,272          860,517         (39,156)      (134,330)
                                                                          -----------    -------------    ------------   -----------

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS           $ 488,947        $ 943,988       $ (34,907)      $ (8,907)
                                                                          ===========    =============    ============   ===========


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

* Date Operations Commenced.
</TABLE>

<TABLE>
<CAPTION>
                                                                         -----------------------
                                                                               Montgomery
                                                                             Emerging Mkts
                                                                         -----------------------

<S>                                                                         <C>
INVESTMENT INCOME:
   Income
      Dividends                                                             $      237
   Expenses
      Mortality and Expense Risk Charges and Administrative Fees (Note 6)      (14,126)
                                                                            -----------
NET INVESTMENT INCOME (LOSS)                                                   (13,889)
                                                                            -----------

REALIZED GAIN (LOSS) ON INVESTMENTS:
   Proceeds from Sales                                                       2,160,411
   Cost of Securities Sold                                                   2,232,258

                                                                            -----------
       Net Gain (Loss)                                                         (71,847)
   Capital Gain Distributions Received                                               -
                                                                            -----------

NET REALIZED GAIN (LOSS)                                                       (71,847)
UNREALIZED GAIN (LOSS) ON INVESTMENTS:
   Beginning of Period                                                        (311,053)
   End of Period                                                               488,390
                                                                            -----------

NET UNREALIZED GAIN (LOSS)                                                     799,443
                                                                            -----------

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS              $ 713,707
                                                                            ===========


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

<TABLE>
<CAPTION>
AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
VARIABLE ACCOUNT B - CLASS 3 GALAXY
STATEMENTS OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------------------------------------------------------
                                                          Class 3 Sub-account Investing In:
- --------------------------------------------------------------------------------------------------------------------------------
                                                                                                       AST - T. Rowe Price
                                                                    Total                                International Bond
                                                              ---------------------------------------------------------------------
                                                                    Year Ended        Year Ended       Year Ended       Year Ended
                                                                  Dec. 31, 1999    Dec. 31, 1998    Dec. 31, 1999     Dec. 31, 1998
                                                              ---------------------------------------------------------------------
INCREASE (DECREASE) IN NET ASSETS:

<S>                                                              <C>                <C>                <C>              <C>
OPERATIONS:
     Net Investment Income (Loss)                                $     911,040      $   1,141,216      $    99,362      $   (11,244)
     Net Realized Gain (Loss)                                       20,142,608         15,489,902          (71,561)          10,312
     Net Unrealized Gain (Loss) On Investments                      57,847,839         11,792,377         (209,645)         196,880
                                                                 -------------      -------------      -----------      -----------

     Net Increase (Decrease) In Net Assets Resulting
        From Operations                                             78,901,487         28,423,495         (181,844)         195,948
                                                                 -------------      -------------      -----------      -----------

CAPITAL SHARE TRANSACTIONS:
     Transfers of Annuity Fund Deposits                            129,980,698         90,713,221          492,308          720,608
     Net Transfers Between Sub-accounts                             20,425,318         (3,527,593)        (259,696)         (55,768)
     Surrenders                                                    (23,836,804)       (12,295,486)        (211,497)         (33,356)
                                                                 -------------      -------------      -----------      -----------

     Net Increase (Decrease) In Net Assets Resulting
        From Capital Share Transactions                            126,569,212         74,890,142           21,115          631,484
                                                                 -------------      -------------      -----------      -----------

TOTAL INCREASE (DECREASE) IN NET ASSETS                            205,470,699        103,313,637         (160,729)         827,432
                                                                 -------------      -------------      -----------      -----------

NET ASSETS:
     Beginning of Period                                           225,779,797        122,466,160        1,916,667        1,089,235
                                                                   -----------        -----------        ---------        ---------
     End of Period                                               $ 431,250,496      $ 225,779,797      $ 1,755,938      $ 1,916,667
                                                                 =============      =============      ===========      ===========

- --------------------------------------------------------------------------------------------------------------------------------
See Notes to Financial Statements.
* Date Operations Commenced.
**Additional portfolios made available to contractowners
     during 1998.
</TABLE>
<TABLE>
<CAPTION>
                                                              ---------------------------------------------------------------------
                                                                        AST - INVESCO                   AST - T. Rowe Price
                                                                        Equity Income                   International Equity
                                                              ---------------------------------------------------------------------
                                                                    Year Ended        Year Ended       Year Ended       Year Ended
                                                                  Dec. 31, 1999    Dec. 31, 1998    Dec. 31, 1999     Dec. 31, 1998
                                                               --------------------------------------------------------------------

INCREASE (DECREASE) IN NET ASSETS:

<S>                                                              <C>               <C>               <C>               <C>
OPERATIONS:
     Net Investment Income (Loss)                                $    175,491      $    131,003      $    (42,153)     $      9,221
     Net Realized Gain (Loss)                                       1,879,933         1,227,515           904,098           549,554
     Net Unrealized Gain (Loss) On Investments                      1,264,530         1,321,637         2,688,536           851,641
     -----------------------------------------                      ---------         ---------         ---------           -------

     Net Increase (Decrease) In Net Assets Resulting
        From Operations                                             3,319,954         2,680,155         3,550,481         1,410,416
                                                                    ---------         ---------         ---------         ---------

CAPITAL SHARE TRANSACTIONS:
     Transfers of Annuity Fund Deposits                             8,263,864         7,136,930         1,916,323         1,650,144
     Net Transfers Between Sub-accounts                             1,327,938         1,953,753        (1,086,255)       (1,768,664)
     Surrenders                                                    (2,425,914)       (1,346,243)         (810,247)         (680,976)
                                                                   ----------        ----------          --------          --------

     Net Increase (Decrease) In Net Assets Resulting
        From Capital Share Transactions                             7,165,888         7,744,440            19,821          (799,496)
                                                                    ---------         ---------            ------          --------

TOTAL INCREASE (DECREASE) IN NET ASSETS                            10,485,842        10,424,595         3,570,302           610,920
                                                                   ----------        ----------         ---------           -------

NET ASSETS:
     Beginning of Period                                           28,865,041        18,440,446        11,937,194        11,326,274
                                                                   ----------        ----------        ----------        ----------
     End of Period                                               $ 39,350,883      $ 28,865,041      $ 15,507,496      $ 11,937,194
                                                                 ============      ============      ============      ============


- --------------------------------------------------------------------------------------------------------------------------------
See Notes to Financial Statements.
* Date Operations Commenced.
**Additional portfolios made available to contractowners
     during 1998.
</TABLE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
                                                                             AST                       AST - Neuberger & Berman
                                                                        JanCap Growth                       Midcap Value
                                                                -------------------------------------------------------------------
                                                                   Year Ended        Year Ended       Year Ended       Year Ended
                                                                  Dec. 31, 1999    Dec. 31, 1998    Dec. 31, 1999     Dec. 31, 1998
                                                                -------------------------------------------------------------------
INCREASE (DECREASE) IN NET ASSETS:

<S>                                                              <C>                 <C>               <C>               <C>
OPERATIONS:
     Net Investment Income (Loss)                                 $   (516,366)      $ (110,001)       $   (80,225)      $   (9,015)
     Net Realized Gain (Loss)                                        3,946,666         1,145,810           227,443           18,196
     Net Unrealized Gain (Loss) On Investments                      21,286,326         6,800,144          (550,306)          11,801
                                                                    ----------         ---------          --------           ------

     Net Increase (Decrease) In Net Assets Resulting
        From Operations                                             24,716,626         7,835,953          (403,088)          20,982
                                                                    ----------         ---------          --------           ------

CAPITAL SHARE TRANSACTIONS:
     Transfers of Annuity Fund Deposits                             32,552,109         8,206,103         2,859,032        1,744,756
     Net Transfers Between Sub-accounts                              4,950,844         3,029,875        13,729,603        1,836,791
     Surrenders                                                     (2,528,989)         (373,557)         (402,569)         (36,523)
                                                                    ----------          --------          --------          -------

     Net Increase (Decrease) In Net Assets Resulting
        From Capital Share Transactions                             34,973,964        10,862,421        16,186,066        3,545,024
                                                                    ----------        ----------        ----------        ---------

TOTAL INCREASE (DECREASE) IN NET ASSETS                             59,690,590        18,698,374        15,782,978        3,566,006
                                                                    ----------        ----------        ----------        ---------

NET ASSETS:
     Beginning of Period                                            26,551,035         7,852,661         4,169,246          603,240
                                                                    ----------         ---------         ---------          -------
     End of Period                                                $ 86,241,625      $ 26,551,035      $ 19,952,224      $ 4,169,246
                                                                  ============      ============      ============      ===========

See Notes to Financial Statements.
* Date Operations Commenced.
**Additional portfolios made available to contractowners
     during 1998.
</TABLE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
                                                                            AST - Janus                          AAF
                                                                         Small Cap Growth                   Midcap Growth**
                                                              ---------------------------------------------------------------------
                                                                   Year Ended        Year Ended       Year Ended       Year Ended
                                                                  Dec. 31, 1999    Dec. 31, 1998    Dec. 31, 1999     Dec. 31, 1998
                                                              ---------------------------------------------------------------------
INCREASE (DECREASE) IN NET ASSETS:

<S>                                                               <C>                <C>              <C>                <C>
OPERATIONS:
     Net Investment Income (Loss)                                 $   (211,388)      $  (125,815)     $    (86,632)      $  (33,176)
     Net Realized Gain (Loss)                                        3,392,450         1,771,074         1,473,913          325,771
     Net Unrealized Gain (Loss) On Investments                      21,599,049        (1,009,215)        1,779,875          593,074
                                                                    ----------        ----------         ---------          -------

     Net Increase (Decrease) In Net Assets Resulting
        From Operations                                             24,780,111           636,044         3,167,156          885,669
                                                                    ----------           -------         ---------          -------

CAPITAL SHARE TRANSACTIONS:
     Transfers of Annuity Fund Deposits                              8,923,096         1,644,504         6,144,228        1,324,121
     Net Transfers Between Sub-accounts                              5,549,778        (7,079,772)        2,785,271          299,461
     Surrenders                                                     (1,011,771)       (1,308,019)         (579,370)        (212,010)
                                                                    ----------        ----------          --------         --------

     Net Increase (Decrease) In Net Assets Resulting
        From Capital Share Transactions                             13,461,103        (6,743,287)        8,350,129        1,411,572
                                                                    ----------        ----------         ---------        ---------

TOTAL INCREASE (DECREASE) IN NET ASSETS                             38,241,214        (6,107,243)       11,517,285        2,297,241
                                                                    ----------        ----------        ----------        ---------

NET ASSETS:
     Beginning of Period                                            11,510,469        17,617,712         4,670,214        2,372,973
                                                                    ----------        ----------         ---------        ---------
     End of Period                                                $ 49,751,683      $ 11,510,469      $ 16,187,499      $ 4,670,214
                                                                  ============      ============      ============      ===========

* Date Operations Commenced.
**Additional portfolios made available to contractowners
     during 1998.
</TABLE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
                                                                             GAL                               GAL
                                                                          Money Market                       Equity
                                                            -----------------------------------------------------------------------
                                                                   Year Ended        Year Ended       Year Ended       Year Ended
                                                                  Dec. 31, 1999    Dec. 31, 1998    Dec. 31, 1999     Dec. 31, 1998
                                                            -----------------------------------------------------------------------
INCREASE (DECREASE) IN NET ASSETS:

<S>                                                              <C>                <C>               <C>              <C>
OPERATIONS:
     Net Investment Income (Loss)                                $    424,841       $   292,970       $  (571,833)     $   (149,630)
     Net Realized Gain (Loss)                                            --                --           6,796,653         9,438,164
     Net Unrealized Gain (Loss) On Investments                           --                --           7,181,928        (1,789,019)
                                                                                                        ---------        ----------

     Net Increase (Decrease) In Net Assets Resulting
        From Operations                                               424,841           292,970        13,406,748         7,499,515
                                                                      -------           -------        ----------         ---------

CAPITAL SHARE TRANSACTIONS:
     Transfers of Annuity Fund Deposits                            17,948,468        12,963,533        13,302,500        11,904,875
     Net Transfers Between Sub-accounts                            (9,965,851)       (7,709,203)        1,622,333           849,585
     Surrenders                                                    (2,544,617)       (1,728,504)       (4,986,369)       (2,549,327)
                                                                   ----------        ----------        ----------        ----------

     Net Increase (Decrease) In Net Assets Resulting
        From Capital Share Transactions                             5,438,000         3,525,826         9,938,464        10,205,133
                                                                    ---------         ---------         ---------        ----------

TOTAL INCREASE (DECREASE) IN NET ASSETS                             5,862,841         3,818,796        23,345,212        17,704,648
                                                                    ---------         ---------        ----------        ----------

NET ASSETS:
     Beginning of Period                                            9,169,108         5,350,312        45,642,460        27,937,812
                                                                    ---------         ---------        ----------        ----------
     End of Period                                               $ 15,031,949      $  9,169,108      $ 68,987,672      $ 45,642,460
                                                                 ============      ============      ============      ============
- -----------------------------------------------------------------------------------------------------------------------------------
See Notes to Financial Statements.
* Date Operations Commenced.
**Additional portfolios made available to contractowners
     during 1998.
</TABLE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
                                                                              GAL                                 GAL
                                                                        High Quality Bond                   Asset Allocation
                                                             ----------------------------------------------------------------------
                                                                  Year Ended        Year Ended       Year Ended       Year Ended
                                                                 Dec. 31, 1999    Dec. 31, 1998    Dec. 31, 1999     Dec. 31, 1998
                                                             ----------------------------------------------------------------------
INCREASE (DECREASE) IN NET ASSETS:
<S>                                                              <C>                <C>               <C>              <C>
OPERATIONS:
     Net Investment Income (Loss)                                $    612,804       $   387,917       $ 1,048,395      $    706,952
     Net Realized Gain (Loss)                                          30,174            14,011         1,328,501         1,051,008
     Net Unrealized Gain (Loss) On Investments                     (1,285,106)          311,783         2,282,906         4,349,008
                                                                   ----------           -------         ---------         ---------
     Net Increase (Decrease) In Net Assets Resulting
        From Operations                                              (642,128)          713,711         4,659,802         6,106,968
                                                                     --------           -------         ---------         ---------

CAPITAL SHARE TRANSACTIONS:
     Transfers of Annuity Fund Deposits                             3,822,680         5,694,766        27,763,261        27,645,286
     Net Transfers Between Sub-accounts                              (371,097)          760,484         1,971,202         2,649,575
     Surrenders                                                    (1,768,771)         (724,373)       (5,624,515)       (3,063,219)
                                                                   ----------          --------        ----------        ----------
     Net Increase (Decrease) In Net Assets Resulting
        From Capital Share Transactions                             1,682,812         5,730,877        24,109,948        27,231,642
                                                                    ---------         ---------        ----------        ----------

TOTAL INCREASE (DECREASE) IN NET ASSETS                             1,040,684         6,444,588        28,769,750        33,338,610
                                                                    ---------         ---------        ----------        ----------

NET ASSETS:
     Beginning of Period                                           12,007,986         5,563,398        57,003,111        23,664,501
                                                                   ----------         ---------        ----------        ----------
     End of Period                                               $ 13,048,670      $ 12,007,986      $ 85,772,861      $ 57,003,111
                                                                 ============      ============      ============      ============

See Notes to Financial Statements.
* Date Operations Commenced.
**Additional portfolios made available to contractowners
     during 1998.
</TABLE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
                                                                              GAL                             GAL - Small
                                                                         Growth & Income                     Company Growth
                                                              ---------------------------------------------------------------------
                                                                    Year Ended      Mar. 3,* thru     Year Ended      Mar. 5,* thru
                                                                  Dec. 31, 1999    Dec. 31, 1998    Dec. 31, 1999     Dec. 31, 1998
                                                              ---------------------------------------------------------------------
INCREASE (DECREASE) IN NET ASSETS:

<S>                                                                 <C>               <C>              <C>             <C>
OPERATIONS:
     Net Investment Income (Loss)                                   $    (59,773)     $    (8,685)     $ (15,567)      $     (4,429)
     Net Realized Gain (Loss)                                            225,448          (19,760)          99,038           (3,461)
     Net Unrealized Gain (Loss) On Investments                           323,272          402,830          860,517          (12,100)
                                                                         -------          -------          -------          -------

     Net Increase (Decrease) In Net Assets Resulting
        From Operations                                                  488,947          374,385          943,988          (19,990)
                                                                         -------          -------          -------          -------

CAPITAL SHARE TRANSACTIONS:
     Transfers of Annuity Fund Deposits                                4,049,872        6,747,564          215,140          937,520
     Net Transfers Between Sub-accounts                                  548,233          661,081           12,043          235,977
     Surrenders                                                         (642,866)        (143,456)         (10,029)         (11,543)
                                                                        --------         --------          -------          -------

     Net Increase (Decrease) In Net Assets Resulting
        From Capital Share Transactions                                3,955,239        7,265,189          217,154        1,161,954
                                                                       ---------        ---------          -------        ---------

TOTAL INCREASE (DECREASE) IN NET ASSETS                                4,444,186        7,639,574        1,161,142        1,141,964
                                                                       ---------        ---------        ---------        ---------

NET ASSETS:
     Beginning of Period                                               7,639,574             --          1,141,964             --
                                                                       ---------                         ---------
     End of Period                                                  $ 12,083,760      $ 7,639,574      $ 2,303,106      $ 1,141,964
                                                                    ============      ===========      ===========      ===========

See Notes to Financial Statements.
* Date Operations Commenced.
**Additional portfolios made available to contractowners
     during 1998.
</TABLE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
                                                                          GAL - Columbia                     GAL - Columbia
                                                                       Real Estate Equity II                  High Yield II
                                                           -----------------------------------------------------------------------
                                                                  Year Ended      Apr. 1,* thru      Year Ended      Mar. 4,* thru
                                                                  Dec. 31, 1999    Dec. 31, 1998    Dec. 31, 1999     Dec. 31, 1998
                                                           ------------------------------------------------------------------------
INCREASE (DECREASE) IN NET ASSETS:

<S>                                                                 <C>              <C>             <C>                 <C>
OPERATIONS:

     Net Investment Income (Loss)                                   $  22,226        $ 11,135        $   125,747         $   59,126
     Net Realized Gain (Loss)                                         (17,977)         (5,977)              (324)            32,132
     Net Unrealized Gain (Loss) On Investments                        (39,156)        (43,760)          (134,330)            41,538
                                                                      -------         -------           --------             ------

     Net Increase (Decrease) In Net Assets Resulting
        From Operations                                               (34,907)        (38,602)            (8,907)           132,796
                                                                      -------         -------             ------            -------

CAPITAL SHARE TRANSACTIONS:
     Transfers of Annuity Fund Deposits                               241,993         547,176            766,396          1,298,267
     Net Transfers Between Sub-accounts                                29,481          74,940           (653,838)           800,473
     Surrenders                                                       (27,943)        (26,049)          (140,067)           (51,975)
                                                                      -------         -------           --------            -------

     Net Increase (Decrease) In Net Assets Resulting
        From Capital Share Transactions                               243,531         596,067            (27,509)         2,046,765
                                                                      -------         -------            -------          ---------

TOTAL INCREASE (DECREASE) IN NET ASSETS                               208,624         557,465            (36,416)         2,179,561
                                                                      -------         -------            -------          ---------

NET ASSETS:
     Beginning of Period                                              557,465            --            2,179,561               --
                                                                      -------                          ---------
     End of Period                                                  $ 766,089        $ 557,465       $ 2,143,145        $ 2,179,561
                                                                    =========        =========       ===========        ===========

See Notes to Financial Statements.
* Date Operations Commenced.
**Additional portfolios made available to contractowners
     during 1998.
</TABLE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
                                                                      Montgomery
                                                                  Emerging Markets**
- --------------------------------------------------------------------------------------------------------------------------------
                                                             Year Ended     Year Ended
                                                          Dec. 31, 1999     Dec. 31, 1998
- --------------------------------------------------------------------------------------------------------------------------------

INCREASE (DECREASE) IN NET ASSETS:

<S>                                                         <C>            <C>
OPERATIONS:
     Net Investment Income (Loss)                           $   (13,889)   $  (5,113)
     Net Realized Gain (Loss)                                   (71,847)     (64,447)
     Net Unrealized Gain (Loss) On Investments                  799,443     (233,865)
                                                                -------     --------

     Net Increase (Decrease) In Net Assets Resulting
        From Operations                                         713,707     (303,425)
                                                                -------     --------

CAPITAL SHARE TRANSACTIONS:
     Transfers of Annuity Fund Deposits                         719,428      547,068
     Net Transfers Between Sub-accounts                         235,329      (66,181)
     Surrenders                                                (121,270)      (6,356)
                                                               --------       ------

     Net Increase (Decrease) In Net Assets Resulting
        From Capital Share Transactions                         833,487      474,531
                                                                -------      -------

TOTAL INCREASE (DECREASE) IN NET ASSETS                       1,547,194      171,106
                                                              ---------      -------

NET ASSETS:
     Beginning of Period                                        818,702      647,596
                                                                -------      -------
     End of Period                                          $ 2,365,896    $ 818,702
                                                            ===========    =========

- ----------------------------------------------------------------------------------------------------------------------------------
See Notes to Financial Statements.
* Date Operations Commenced.
**Additional portfolios made available to contractowners
     during 1998.
- --------------------------------------------------------------------------------
</TABLE>
<PAGE>
American Skandia Life Assurance Corporation
Variable Account B - Class 3 Galaxy

Notes to Financial Statements
December 31, 1999

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


1.   ORGANIZATION

     American  Skandia Life Assurance  Corporation  Variable Account B - Class 3
     Galaxy (the "Account") is a separate investment account of American Skandia
     Life Assurance Corporation  ("American Skandia" or "Company").  The Account
     is registered  with the SEC under the  Investment  Company Act of 1940 as a
     unit investment trust. The Account commenced operations May 1, 1995.

     As of December 31, 1999, the Account consisted of sixty-eight sub-accounts.
     These financial  statements report on sixteen  sub-accounts  offered in the
     Galaxy Annuity.  Each of the sixteen  sub-accounts invests only in a single
     corresponding  portfolio of either the Galaxy VIP Fund,  The Alger American
     Fund, American Skandia Trust, or Montgomery Variable Series (the "Trusts").
     Fleet Investment Advisors Inc. is the advisor for The Galaxy VIP Fund. Fred
     Alger Management, Inc. is the advisor for The Alger American Fund. American
     Skandia Investments Services, Incorporated, an affiliate, is the investment
     manager for the American  Skandia Trust,  while Janus Capital  Corporation,
     Neuberger   Berman    Management,    Incorporated,    Rowe    Price-Fleming
     International,  Inc.,  Founders  Asset  Management,  LLC, and INVESCO Funds
     Group Inc. are the  subadvisors.  Montgomery  Asset  Management L.P. is the
     investment  advisor for the  Montgomery  Variable  Series.  The  investment
     advisors are paid fees for their services by the respective Trusts.

     The  annuities  described  above  are  marketed  through  American  Skandia
     Marketing, Inc., an affiliate.

     During 1999, the following  sub-account  incurred a name change:  AST Janus
     Small Cap Growth, (formerly AST Founders Capital Appreciation).

2.   VALUATION OF INVESTMENTS

     The market value of the investments in the sub-accounts is based on the net
     asset  values of the Trust  shares held at the end of the  current  period.
     Transactions  are  accounted  for on the trade date and dividend  income is
     recognized  on an  accrual  basis.  Realized  gains and  losses on sales of
     investments are determined on a first-in first-out basis.

3.   ESTIMATES

     The  preparation  of financial  statements  in  conformity  with  generally
     accepted accounting  principles requires that management make estimates and
     assumptions  that affect the reported  amounts of assets and liabilities at
     the date of the financial  statements and the reported  amounts of revenues
     and expenses during the reporting period.  Actual results could differ from
     those estimates.

4.   INCOME TAXES

     American  Skandia does not expect to incur any federal income tax liability
     on  earnings,  or  realized  capital  gains  attributable  to the  Account;
     therefore,  no charges for federal income taxes are currently deducted from
     the Account.  If American  Skandia incurs income taxes  attributable to the
     Account,  or  determines  that such taxes will be  incurred,  it may make a
     charge for such taxes against the Account.

     Under current laws, American Skandia may incur state and local income taxes
     (in  addition  to premium  tax) in several  states.  The  Company  does not
     anticipate that these will be significant.  However,  American  Skandia may
     make  charges to the  Account  in the event that the amount of these  taxes
     changes.

5.   DIVERSIFICATION REQUIREMENTS

      Section  817(h) of the  Internal  Revenue  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  the  insurance
      companies). If the diversification requirements under the Internal Revenue
      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.  The Company  believes the
      underlying  mutual  fund  portfolios  complied  with  the  terms  of these
      regulations.

6.   CONTRACT CHARGES

     The following contract charges are paid to American Skandia, which provides
     administrative services to the Account:

     Mortality  and Expense Risk Charges - Charged  daily against the Account at
     an annual rate of 0.85% of the net assets.

     Administrative  Fees - Charged  daily against the Account at an annual rate
     of 0.15% of the net assets.  A maintenance  fee equaling the smaller of $35
     or 2% of the current  Account Value is deducted at the end of each contract
     year and on surrender for each contractowner account.

     Transfer  Fees -  Charged  at a rate of $10 for  each  transfer  after  the
     fourth, for each contractowner account, in each annuity year.

     Contingent  Deferred  Sales Charges are computed as set forth in the Galaxy
     Annuity.  These charges may be imposed on the full or partial  surrender of
     certain  contracts.  There is no  contingent  deferred  sales charge if all
     premiums were  received at least four  complete  years prior to the date of
     the full or partial surrender.

7.   YEAR 2000 COMPLIANCE (UNAUDITED)

     The  Company's  computer  support is  provided by its  affiliate,  American
     Skandia Information Services and Technology Corporation.

     The  Company  has  experienced  no  significant  errors or  disruptions  in
     computer service,  interfaces with computer systems of investment  manager,
     sub-advisors,  third  party  administrators,  vendors  and  other  business
     partners on or after January 1, 2000.

     American Skandia engaged  external  information  technology  specialists to
     review the operating systems and internally  developed software.  The costs
     associated with these  assessments and Year 2000 related  remediation  were
     allocated  across the American Skandia Group. No cost were allocated to the
     Separate Accounts.

     American  Skandia  continues  to review new and  existing  systems  and has
     contingency  plans in place as part of its Business  Continuity  Plan.  The
     plan involves virtually all aspects of the business and will continue to be
     a focus of management beyond the Year 2000 event.








                                     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 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  filed via EDGAR  with
                  Post-Effective  Amendment No. 7 to Registration  Statement No.
                  33-87010, filed April 24, 1998.

         (4)       (a) Copy  of  the  form  of  the  Annuity  filed  via Edgar
                   with Post-Effective  Amendment No. 13 to Registration
                   Statement No. 33-44436, filed April 29, 1997.


                   (b) Copy of  Guaranteed  Minimum  Death  Benefit  Endorsement
                   filed  via  EDGAR  with  Post-Effective  Amendment  No.  8 to
                   Registration Statement No. 33-87010, filed April 26, 1999.

                   (c)  Copy of  Performance-related  Benefits  and  First  Year
                   Credits  Endorsement  filed via EDGAR  with  Post-  Effective
                   Amendment No. 8 to Registration Statement No. 33-87010, filed
                   April 26, 1999.


         (5)      A  copy  of  the  application   form  used  with  the  Annuity
                  (previously  filed in  Pre-Effective  Amendment  No. 1 to this
                  Registration Statement, filed April 20, 1995). FILED VIA EDGAR
                  with  Post-Effective  Amendment  No.  3 to  this  Registration
                  Statement No. 33-88362, filed April 27, 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)      Not applicable.

         (8)      Agreements between Depositor and:

                  (a) 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).


                  (b) Form of Sales Agreement  between  Depositor and The Galaxy
                  VIP Fund filed via EDGAR with  Post-Effective  Amendment No. 3
                  to this Registration  Statement No. 33-88362,  filed April 27,
                  1998.


         (9)      Opinion and consent of Counsel.                 FILED HEREWITH


         (10)     Consent of Ernst & Young LLP.                   FILED HEREWITH


         (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. 33-88362, filed April 30,
                  1997.

         (14)     Financial Data Schedule                         FILED HEREWITH

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 Inc.:

         (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 Inc. 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 provides 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  of  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, 1999, there were 6,637
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
Inc.,  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.

<TABLE>
<CAPTION>
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.

<S>                                                                               <C>
Name and Principal Business Address                                               Position and Offices with Underwriter
- -----------------------------------                                               -------------------------------------

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

Kimberly Anderson                                                                 Vice President, National Sales
American Skandia Life Assurance Corporation                                       Manager/Qualified Plans
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

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

Y.K. Chan                                                                         Senior Vice President and
American Skandia Life Assurance Corporation                                       Chief Information Officer
One Corporate Drive, P.O. Box 883
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

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

T. Richard Kennedy                                                                General Counsel
American Skandia Life Assurance Corporation
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

Eileen S. McCann                                                                  Vice President,
American Skandia Life Assurance Corporation                                       Key Accounts Marketing
One Corporate Drive, P.O. Box 883
Shelton, Connecticut  06484-0883

David R. Monroe                                                                   Senior Vice President,
American Skandia Life Assurance Corporation                                       Treasurer and
One Corporate Drive, P.O. Box 883                                                 Corporate Controller
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. 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                                                                 Executive 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
American Skandia Life Assurance Corporation
One Corporate Drive, P.O. Box 883
Shelton, Connecticut  06484-0883

Leslie S. Sutherland                                                              Vice President,
American Skandia Life Assurance Corporation                                       National Key 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 A. 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                                                  and Director
</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.

                                    EXHIBITS


                  As noted in Item 24(b),  various  exhibits are incorporated by
                  reference or are not applicable.  The exhibits included are as
                  follows:


                  No. 9    Opinion and Consent of Counsel

                  No. 10   Consent of Ernst & Young LLP

                  No. 14   Financial Data Schedule



                                   SIGNATURES

         As required by the Securities  Act of 1933 and the  Investment  Company
Act of  1940,  the  Registrant  certifies  that it  meets  the  requirements  of
Securities Act Rule 485(b) for  effectiveness of the Registration  Statement and
has duly caused this  Registration  Statement to be signed on its behalf, in the
Town of Shelton and State of Connecticut, on this the 26th day of April, 2000.

         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,                 April 26, 2000
           Jan R. Carendi                   Chairman of the Board and Director

                                              (Principal Financial Officer)


       /s/ Thomas M. Mazzaferro                Executive Vice President and          April 26, 2000
             Thomas M. Mazzaferro              Chief Financial Officer

                                             (Principal Accounting Officer)

       /s/ David R. Monroe                  Senior Vice President, Treasurer         April 26, 2000
            David R. Monroe                 and Corporate 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

      T. Richard Kennedy**                  Brett M. Winson**
      --------------------                  -----------------
        T. Richard Kennedy                    Brett M. Winson


                         */**By: /s/Kathleen A. Chapman
                           ---------------------------
                               Kathleen A. Chapman
<FN>
*Pursuant to Powers of Attorney  filed with Initial Registration Statement No. 333-25733
**Pursuant to Power of Attorney filed with Post-Effective Amendment No. 4 to Registration Statement No. 333-25733
</FN>
</TABLE>








American Skandia Life
Assurance Corporation
One Corporate Drive
P.O. Box 883
Shelton, CT  06484-0883
Telephone (203) 926-1888
Fax (203) 925-6932



April 25, 2000




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


         RE:      Post-Effective  Amendment No. 5 to  Registration  Statement on
                  Form N-4 filed by American Skandia Life Assurance Corporation,
                  Depositor,  and American  Skandia Life  Assurance  Corporation
                  Variable Account B (Class 3), Registrant
                  Securities Act Registration No. 33-88362
                  Investment Company Act Registration No. 811-8884


Dear Sir/Madam:

I have acted as General Counsel to American  Skandia Life Assurance  Corporation
(the  "Company"),  a Connecticut  insurance  company,  and American Skandia Life
Assurance Corporation Variable Account B (Class 3) (the "Account") in connection
with the  registration  of an  indefinite  amount of  securities  in the form of
variable annuity  contracts (the  "Contracts")  with the Securities and Exchange
Commission under the Securities Act of 1933, as amended.

I have examined or caused to be examined such documents  (including the Form N-4
registration  statement) and reviewed or caused to be reviewed such questions of
law  as I  considered  necessary  and  appropriate,  and on the  basis  of  such
examination and review, it is my opinion that:

1.   The Company is a corporation duly organized and validly existing as a stock
     life insurance  company under the laws of the State of  Connecticut  and is
     duly authorized by the Insurance  Department of the State of Connecticut to
     issue the Contracts.
2.   The Account is a duly authorized and existing separate account  established
     pursuant to the provisions of Section 38a-433 of the Connecticut Statutes.
3.   To the extent so provided under the  Contracts,  that portion of the assets
     of the Account equal to the reserves and other  contract  liabilities  with
     respect to the Account will not be chargeable with liabilities  arising out
     of any other business that the Company may conduct.
4.   The Contracts,  when issued as  contemplated  by the Form N-4  Registration
     Statement, will constitute legal, validly issued and binding obligations of
     the Company.

I hereby  consent  to the  filing of this  opinion as an exhibit to the Form N-4
registration statement for the Contracts and the Account.

                               Sincerely yours,

                             /s/ T. Richard Kennedy

                               T. Richard Kennedy

                               General Counsel

GAL3






Gal 3





INDEPENDENT AUDITORS' CONSENT

We consent to the reference to our firm under the caption "Independent Auditors"
and to the use of our report  dated  February  11,  2000  relating  to  American
Skandia Life Assurance Corporation included in the Registration  Statement (Form
N-4 No.  33-88362) and related  Prospectus,  which is part of this  Registration
Statement,  and to the use of our report  dated  February  11, 2000  relating to
American Skandia Life Assurance  Corporation Variable Account B - Class 3 Galaxy
appearing in the Statement of Additional Information, which is also part of this
Registration Statement.

We also  consent  to  incorporation  by  reference  herein of our  report  dated
February 11, 2000 with respect to the financial  statements of American  Skandia
Life  Assurance  Corporation  at December  31, 1999 and 1998 and for each of the
three years in the period ended December 31, 1999, included in the Annual Report
(Form 10-K) for 1999 filed with the Securities and Exchange Commission.

/s/Ernst & Young LLP

Hartford, Connecticut
April 26, 2000





<TABLE> <S> <C>

<ARTICLE>                                7
<MULTIPLIER>                             1,000
<CURRENCY>                               U.S. Dollars

<S>                                      <C>
<PERIOD-TYPE>                            12-MOS
<FISCAL-YEAR-END>                        DEC-31-1999
<PERIOD-START>                           JAN-01-1999
<PERIOD-END>                             DEC-31-1999
<EXCHANGE-RATE>                                         1
<DEBT-HELD-FOR-SALE>                              198,165
<DEBT-CARRYING-VALUE>                             201,525
<DEBT-MARKET-VALUE>                               201,509
<EQUITIES>                                         16,404
<MORTGAGE>                                              0
<REAL-ESTATE>                                           0
<TOTAL-INVEST>                                    219,388
<CASH>                                             89,212
<RECOVER-REINSURE>                                  4,062
<DEFERRED-ACQUISITION>                          1,087,705
<TOTAL-ASSETS>                                 30,849,414  <F1>
<POLICY-LOSSES>                                    41,127
<UNEARNED-PREMIUMS>                                     0
<POLICY-OTHER>                                          0
<POLICY-HOLDER-FUNDS>                                   0
<NOTES-PAYABLE>                                   189,000
                                   0
                                             0
<COMMON>                                            2,500
<OTHER-SE>                                        356,934
<TOTAL-LIABILITY-AND-EQUITY>                   30,849,414  <F2>
                                          1,278
<INVESTMENT-INCOME>                                10,441
<INVESTMENT-GAINS>                                    578
<OTHER-INCOME>                                    375,064  <F3>
<BENEFITS>                                          4,996
<UNDERWRITING-AMORTIZATION>                        83,861
<UNDERWRITING-OTHER>                              191,991
<INCOME-PRETAX>                                   106,513
<INCOME-TAX>                                       30,344
<INCOME-CONTINUING>                                     0
<DISCONTINUED>                                          0
<EXTRAORDINARY>                                         0
<CHANGES>                                               0
<NET-INCOME>                                       76,169
<EPS-BASIC>                                             0
<EPS-DILUTED>                                           0
<RESERVE-OPEN>                                          0
<PROVISION-CURRENT>                                     0
<PROVISION-PRIOR>                                       0
<PAYMENTS-CURRENT>                                      0
<PAYMENTS-PRIOR>                                        0
<RESERVE-CLOSE>                                         0
<CUMULATIVE-DEFICIENCY>                                 0

<FN>
<F1> Included in Total Assets are Assets Held in Separate Accounts of
     $29,381,166.
<F2> Included  in Total  Liabilities  and  Equity  are  Liabilities  Related to
     Separate Accounts of $29,381,166.
<F3> Other income includes annuity charges and fees of $289,989 and fee income
     of $83,243.
</FN>

</TABLE>


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