Filed with the Securities and Exchange Commission on February 15, 1996

                              Registration No. 33-*
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
    

            Registration Statement Under The Securities Act of 1933*
       

                   AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
             (Exact name of registrant as specified in its charter)

                                   CONNECTICUT
         (State or other jurisdiction of incorporation or organization)

                                       63
            (Primary Standard Industrial Classification Code Number)

                                   06-1241288
                      (I.R.S. Employer Identification No.)

         ONE CORPORATE DRIVE, SHELTON, CONNECTICUT 06484 (203) 926-1888
    (Address,  including zip code, and telephone number, including area code, of
registrant's principal executive offices)

                      M. PATRICIA PAEZ, CORPORATE SECRETARY
                 ONE CORPORATE DRIVE, SHELTON, CONNECTICUT 06484
            (203)  926-1888  (Name,  address,  including zip code, and telephone
            number, including area code, of agent for service)

                                    Copy To:

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

   
     Approximate  date of  commencement  of proposed sale to the public:  May 1,
1996 or as soon as  practicable  after the effective  date of this  Registration
Statement
    

     If any of the securities being registered on this form are to be offered on
a delayed or continuous  basis  pursuant to Rule 415 under the Securities Act of
1933 check the following: X . --

                        Calculation of Registration Fee
================================================================================
Title of each                     Proposed      Proposed 
class of                          maximum       maximum 
securities          Amount        offering      aggregate             Amount of
to be               to be         price         offering           registration 
registered          registered    per unit      price**              fee
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Annuity Contracts                              $290,000.00               $100.00
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
*The prospectus contained in this Registration Statement also relates to annuity
contracts which are covered by our earlier  registration  statements,  including
Registration File Numbers 33-86918 and 33-91402.
--------------------------------------------------------------------------------
**The proposed  aggregate offering price is estimated solely for determining the
registration  fee. The amount to be registered and the proposed maximum offering
price per unit are not  applicable  since  these  securities  are not  issued in
predetermined amounts or units.
================================================================================
Registrant  hereby amends this  Registration  Statement on such date or dates as
may be necessary to delay its effective date until the  registrant  shall file a
further amendment which  specifically  states that this  Registration  Statement
shall  thereafter  become  effective  in  accordance  with  Section  8(a) of the
Securities  Act of  1933  or  until  the  Registration  Statement  shall  become
effective on such date as the Commission,  acting pursuant to said Section 8(a),
may determine.
--------------------------------------------------------------------------------
ASAP2



<TABLE>
<CAPTION>
                                   CROSS REFERENCE SHEET PURSUANT TO REGULATION S-K, ITEM 501

<S>      <C>                                        <C>                                                               
         S-1 Item No.                                                                            Prospectus Heading

1.       Forepart of the Registration Statement and                             Facing Page, Cross Reference Sheet,
         Outside Front Cover Page of Prospectus                                            Outside Front Cover Page

2.       Inside Front Cover and Outside Back Cover of Prospectus                             Available Information,
         Incorporation of Certain Documents by Reference,
         Reports to You, Table of Contents

3.       Summary Information, Risk Factors and Ratio of Earnings                            Highlights, Cover Page,
         to Fixed Charges                                                                       Separate Account D,
         Insurance Aspects of the Annuity

4.       Use of Proceeds                            Fixed Investment Options, Separate Accounts, Separate Account D

5.       Determination of the Offering Price                                               Fixed Investment Options

6.       Dilution                                                                                    Not applicable

7.       Selling Security Holders                                                                    Not applicable

8.       Plan of Distribution                                                                 Sale of the Annuities

9.       Description of Securities to be Registered                       Investment Options, Purchasing Annuities,
         Account Value and Surrender Value,
         Rights, Benefits and Services

10.      Interests of named Expert and Counsel                                               Executive Compensation

11.      Information with Respect to the Registrant                                                     The Company

12.      Disclosure of Commission Position on Indemnification for                                   Indemnification
         Securities Act Liabilities

                                                                                                    Part II Heading

13.      Other Expenses of Issuance                                                      Other Expenses of Issuance
         and Distribution                                                                          and Distribution

14.      Indemnification of Directors and Officers                        Indemnification of Directors and Officers

15.      Recent Sales of Unregistered Securities                            Recent Sales of Unregistered Securities

16.      Exhibits and Financial Statement Schedules                      Exhibits and Financial Statement Schedules

17.      Undertakings                                                                                  Undertakings

</TABLE>


This  Prospectus  describes a type of annuity (the  "Annuity")  being offered by
American Skandia Life Assurance Corporation ("we", "our" or "us"), One Corporate
Drive, Shelton, Connecticut, 06484. This flexible premium Annuity may be offered
as individual annuity contracts or as interests in a group annuity. The Table of
Contents is on Page 4. Definitions  applicable to this Prospectus are on page 6.
The  highlights  of this  offering  are  described  beginning  on  Page 8.  This
Prospectus  contains a detailed discussion of matters you should consider before
purchasing  this Annuity.  A Statement of Additional  Information has been filed
with the  Securities  and Exchange  Commission  and is available from us without
charge upon request. The contents of the Statement of Additional Information are
described on page 50. The Annuity or certain of its  investment  options may not
be  available  in all  jurisdictions.  Various  rights and  benefits  may differ
between jurisdictions to meet applicable laws and/or regulations.

A Purchase  Payment for this Annuity is assessed any  applicable tax charge (see
"Tax  Charges").  It is then  allocated  to the  investment  options you select,
except in certain  jurisdictions,  where  allocations  of  Purchase  Payments we
receive during the "free-look"  period that you direct to any  Sub-accounts  are
temporarily allocated to a money-market type Sub-account (see "Allocation of Net
Purchase  Payments").  You may transfer Account Value between investment options
(see "Investment Options" and "Transfers").  Account Value may be distributed as
periodic  annuity  payments in a "payout  phase".  Such annuity  payments can be
guaranteed for life (see "Annuity  Payments").  During the "accumulation  phase"
(the period  before any payout  phase),  you may  surrender  the Annuity for its
Surrender Value or make withdrawals (see  "Distributions").  Such  distributions
may be subject to tax,  including a tax penalty,  and any applicable  contingent
deferred sales charges (see "Contingent Deferred Sales Charge"). A death benefit
may be payable during the accumulation phase (see "Death Benefit").

   
Account Value in the variable investment options increases or decreases daily to
reflect investment  performance and the deduction of charges.  No minimum amount
is guaranteed (see "Account Value in the Sub-accounts"). The variable investment
options are Class 1 Sub-accounts of American Skandia Life Assurance  Corporation
Variable Account B ("Separate Account B")(see "Separate  Accounts" and "Separate
Account  B").  Each  Sub-account  invests  exclusively  in one  portfolio  of an
underlying  mutual fund or in an underlying  mutual fund. As of the date of this
Prospectus,  the underlying  mutual funds (and the portfolios of such underlying
mutual funds in which  Sub-accounts  offered pursuant to this Prospectus invest)
are: (a) American Skandia Trust (portfolios - JanCap Growth,  Lord Abbett Growth
and  Income,   Seligman  Henderson   International  Equity,  Seligman  Henderson
International  Small Cap,  Federated  Utility Income,  Federated High Yield, AST
Phoenix Balanced Asset,  AST Money Market,  T. Rowe Price Asset  Allocation,  T.
Rowe Price  International  Equity,  T. Rowe Price  Natural  Resources,  Founders
Capital  Appreciation,  INVESCO  Equity Income,  PIMCO Total Return Bond,  PIMCO
Limited Maturity Bond, AST Scudder  International  Bond,  Berger Capital Growth,
Robertson   Stephens  Capital   Appreciation);   (b)  The  Alger  American  Fund
(portfolios - Growth,  Small  Capitalization,  MidCap  Growth);  (c) Neuberger &
Berman  Advisers  Management  Trust  (portfolio - Partners);  and (d) Montgomery
Variable Series (portfolio - Emerging Markets).

[Account Value in the variable  investment  options increases or decreases daily
to reflect  investment  performance  and the  deduction  of charges.  No minimum
amount is guaranteed  (see "Account  Value in the  Sub-accounts").  The variable
investment  options are Class 1 Sub-accounts of American  Skandia Life Assurance
Corporation  Variable Account B ("Separate  Account B")(see "Separate  Accounts"
and "Separate Account B"). Each Sub-account invests exclusively in one portfolio
of an underlying  mutual fund or in an underlying mutual fund. As of the date of
this  Prospectus,  the  underlying  mutual  funds  (and the  portfolios  of such
underlying  mutual  funds  in  which  Sub-accounts   offered  pursuant  to  this
Prospectus invest) are: (a) Galaxy VIP Fund: (portfolios - Money Market; Equity;
High Quality Bond; Asset  Allocation);  (b) American Skandia Trust (portfolios -
JanCap Growth, Lord Abbett Growth and Income,  Seligman Henderson  International
Equity,  T. Rowe Price Asset  Allocation,  T. Rowe Price  International  Equity,
Founders  Capital  Appreciation,  INVESCO Equity Income,  PIMCO Limited Maturity
Bond;   and  (c)  The  Alger   American  Fund   (portfolios   -  Growth,   Small
Capitalization).]

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

We guarantee fixed annuity  payments.  We also guarantee any adjustable  annuity
payments we may make available (see "Annuity Payments").

                              (continued on Page 2)

   
--------------------------------------------------------------------------------
THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION OR
ANY STATE  SECURITIES  COMMISSION  PASSED UPON THE  ACCURACY OR ADEQUACY OF THIS
PROSPECTUS.  ANY  REPRESENTATION TO THE CONTRARY IS A CRIMINAL  OFFENSE.  PLEASE
READ THIS PROSPECTUS AND KEEP IT FOR FUTURE REFERENCE.
--------------------------------------------------------------------------------
          FOR FURTHER INFORMATION CALL 1-800-752-6342 [1-800-444-3970].
                         Prospectus Dated: May 1, 1996
             Statement of Additional Information Dated: May 1, 1996
                           ASAP2 [GAL 4]-PROS-(05/96)
    


<PAGE>




Taxes on gains during the accumulation  phase may be deferred until you begin to
take  distributions  from your Annuity.  Distributions  before age 59 1/2 may be
subject to a tax penalty. In the payout phase, a portion of each annuity payment
may be  treated as a return of your  "investment  in the  contract"  until it is
completely  recovered.  Transfers between  investment options are not subject to
taxation.  The Annuity may also qualify for special tax treatment  under certain
sections of the Code,  including,  but not limited to,  Sections 401, 403 or 408
(see "Certain Tax Considerations").

   
[Broker-dealers   or  entities  which  may  offer  variable  annuities  without
registration  as  broker-dealers  may offer Annuities to persons or entities who
have  established an account with such  broker-dealer  or entity.  Such eligible
persons or eligible  entities also will be customers of one or more subsidiaries
of Fleet  Financial  Group,  Inc.  Fleet  Investment  Advisors  Inc., one of the
investment  advisers 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  advisers of one of the  underlying  mutual
funds.]

Purchase  Payments under these  Annuities are not deposits or obligations of, or
guaranteed  or  endorsed  by,  any bank or bank  subsidiary,  are not  federally
insured by the Federal Deposit Insurance Corporation, the Federal Reserve Board,
or any other agency and are not insured by the  Securities  Investor  Protection
Corporation ("SIPC") as to the loss of the principal amount invested.
Purchase  Payments are subject to investment risks,  including  possible loss of
principal.
    

================================================================================
   
[Annuities:
Are NOT FDIC insured, or insured by the Federal Reserve Board or any other
agency
Are NOT Obligations of Fleet Bank or its Affiliates
Are NOT guaranteed or endorsed by Fleet Bank or its Affiliates
DO involve risks, including possible loss of principal amount invested]
    



<PAGE>



<TABLE>
<CAPTION>
                                                     TABLE OF CONTENTS

<S>                                                                                                                             <C>
DEFINITIONS.....................................................................................................................6
HIGHLIGHTS......................................................................................................................8
AVAILABLE INFORMATION...........................................................................................................10
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.................................................................................10
CONTRACT EXPENSE SUMMARY........................................................................................................11
EXPENSE EXAMPLES................................................................................................................12
CONDENSED FINANCIAL INFORMATION.................................................................................................14
         Unit Prices And Numbers Of Units.......................................................................................14
         Yields On Money Market Sub-account.....................................................................................16
INVESTMENT OPTIONS..............................................................................................................17
         Variable Investment Options............................................................................................17
         Fixed Investment Options...............................................................................................19
OPERATIONS OF THE SEPARATE ACCOUNTS.............................................................................................20
         Separate Accounts......................................................................................................20
         Separate Account B.....................................................................................................20
         Separate Account D.....................................................................................................21
INSURANCE ASPECTS OF THE ANNUITY................................................................................................22
CHARGES ASSESSED OR ASSESSABLE AGAINST THE ANNUITY..............................................................................22
         Contingent Deferred Sales Charge.......................................................................................22
         Maintenance Fee........................................................................................................23
         Tax Charges............................................................................................................23
         Transfer Fee...........................................................................................................23
         Allocation Of Annuity Charges..........................................................................................23
CHARGES ASSESSED AGAINST THE ASSETS.............................................................................................23
         Administration Charge..................................................................................................23
         Mortality and Expense Risk Charges.....................................................................................24
CHARGES OF THE UNDERLYING MUTUAL FUNDS..........................................................................................24
PURCHASING ANNUITIES............................................................................................................24
         Uses Of The Annuity....................................................................................................24
         Application And Initial Payment........................................................................................24
         Bank Drafting..........................................................................................................25
         Periodic Purchase Payments.............................................................................................25
         Right to Return the Annuity............................................................................................25
         Allocation of Net Purchase Payments....................................................................................25
         Balanced Investment Program............................................................................................25
         Ownership, Annuitant and Beneficiary Designations......................................................................25
ACCOUNT VALUE AND SURRENDER VALUE...............................................................................................26
         Account Value in the Sub-accounts......................................................................................26
         Account Value of the Fixed Allocations.................................................................................26
         Additional Amounts in the Fixed Allocations............................................................................27
RIGHTS, BENEFITS AND SERVICES...................................................................................................28
         Additional Purchase Payments...........................................................................................28
         Changing Revocable Designations........................................................................................28
         Allocation Rules.......................................................................................................28
         Transfers..............................................................................................................29
                  Renewals......................................................................................................29
                  Dollar Cost
                  Averaging.........................................................................................30
                  Rebalancing...................................................................................................30
         Distributions..........................................................................................................31
                  Surrender.....................................................................................................31
                  Medically-Related
                  Surrender.....................................................................................................31
                  Free Withdrawals..............................................................................................32
                  Partial Withdrawals...........................................................................................33
                  Systematic Withdrawals........................................................................................33
                  Minimum Distributions.........................................................................................34
                  Death Benefit.................................................................................................34
                  Annuity Payments..............................................................................................35
                  Qualified Plan Withdrawal Limitations.........................................................................36
         Pricing of Transfers and Distributions.................................................................................37
         Voting Rights..........................................................................................................37
         Transfers, Assignments or Pledges......................................................................................38
         Reports to You.........................................................................................................38
SALE OF THE ANNUITIES...........................................................................................................38
         Distribution...........................................................................................................38
         Advertising............................................................................................................38
CERTAIN TAX CONSIDERATIONS......................................................................................................39
         Our Tax Considerations.................................................................................................39
         Tax Considerations Relating to Your Annuity............................................................................39
                  Non-natural Persons...........................................................................................39
                  Natural Persons...............................................................................................40
                  Distributions.................................................................................................40
                  Assignments and Pledges.......................................................................................40
                  Penalty on Distributions......................................................................................40
                  Annuity Payments..............................................................................................41
                  Gifts.........................................................................................................41
                  Tax Free Exchanges............................................................................................41
                  Transfers Between Investment Options..........................................................................41
                  Generation-Skipping Transfers.................................................................................41
                  Diversification...............................................................................................41
                  Federal Income Tax Withholding................................................................................41
         Tax Considerations When Using Annuities in Conjunction with Qualified Plans............................................42
                  Individual Retirement Programs................................................................................42
                  Tax Sheltered Annuities.......................................................................................42
                  Corporate Pension and Profit-sharing Plans....................................................................42
                  H.R. 10 Plans.................................................................................................42
                  Tax Treatment of Distributions from Qualified Annuities.......................................................42
                  Section 457 Plans.............................................................................................43
OTHER MATTERS...................................................................................................................43
         Deferral of Transactions...............................................................................................43
         Resolving Material Conflicts...........................................................................................43
         Modification...........................................................................................................43
         Misstatement of Age or Sex.............................................................................................44
         Ending the Offer.......................................................................................................44
         Indemnification........................................................................................................44
         Legal Proceedings......................................................................................................44
THE COMPANY.....................................................................................................................44
         Lines of Business......................................................................................................44
         Selected Financial Data................................................................................................44
         Management's Discussion and Analysis of Financial Condition and Results of Operations..................................45
                  Results of Operations.........................................................................................45
                  Liquidity and Capital Resources...............................................................................45
                  Segment Information...........................................................................................45
         Reinsurance............................................................................................................45
         Surplus Notes..........................................................................................................46
         Reserves...............................................................................................................46
         Competition............................................................................................................46
         Employees..............................................................................................................46
         Regulation.............................................................................................................46
         Executive Officers and Directors.......................................................................................46
         Executive Compensation.................................................................................................49
                  Summary Compensation Table....................................................................................49
                  Long-Term Incentive Plans - Awards in the Last Fiscal Year....................................................49
                  Compensation of Directors.....................................................................................50
                  Compensation Committee Interlocks and Insider Participation...................................................50
CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION.............................................................................50
FINANCIAL STATEMENTS............................................................................................................50
APPENDIX A  FINANCIAL STATEMENTS FOR AMERICAN SKANDIA LIFE ASSURANCE CORPORATION................................................51
APPENDIX B  SHORT DESCRIPTIONS OF THE UNDERLYING MUTUAL FUNDS' PORTFOLIO INVESTMENT OBJECTIVES AND POLICIES......................51
</TABLE>

<PAGE>

     DEFINITIONS:  The  following are key terms used in this  Prospectus.  Other
terms are defined in this Prospectus as they appear.

ACCOUNT  VALUE  is the  value of each  allocation  to a  Sub-account  or a Fixed
Allocation prior to the Annuity Date, plus any earnings, and/or less any losses,
distributions   and  charges  thereon,   before  assessment  of  any  applicable
contingent deferred sales charge and/or any applicable  maintenance fee. Account
Value  is  determined  separately  for  each  Sub-account  and  for  each  Fixed
Allocation, and then totaled to determine Account Value for your entire Annuity.
Account  Value of each Fixed  Allocation  on other than such Fixed  Allocation's
Maturity Date may be calculated using a market value adjustment.

ANNUITANT is the person upon whose life your Annuity is written.

ANNUITY is the type of annuity being offered pursuant to this Prospectus.  It is
also, if issued,  your individual  Annuity,  or with respect to a group Annuity,
the  certificate  evidencing  your  participation  in a group  Annuity.  It also
represents an account we set up and maintain to track our obligations to you.

ANNUITY DATE is the date annuity payments are to commence.

ANNUITY YEARS are continuous  12-month periods  commencing on the Issue Date and
each anniversary of the Issue Date.

APPLICATION  is the enrollment  form or  application  form we may require you to
submit for an Annuity.

BENEFICIARY is a person designated as the recipient of the death benefit.

CODE is the Internal Revenue Code of 1986, as amended from time to time.

CONTINGENT  ANNUITANT  is the  person  named  to  become  the  Annuitant  on the
Annuitant's death prior to the Annuity Date.

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

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

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

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

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

ISSUE DATE is the effective date of your Annuity.

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

MATURITY DATE is the last day in a Guarantee Period.

MINIMUM  DISTRIBUTIONS  are minimum  amounts that must be distributed  each year
from an Annuity if used in relation to certain qualified plans under the Code.

NET PURCHASE PAYMENT is a Purchase Payment less any applicable charge for taxes.

OFFICE is our business office, American Skandia Life Assurance Corporation,
One Corporate Drive, P.O. Box 883, Shelton, Connecticut 06484.

OWNER is either an eligible entity or person named as having ownership rights in
relation  to an Annuity  issued as an  individual  contract.  An Annuity  may be
issued as a certificate  evidencing interest in a group annuity contract. If so,
the rights, benefits and requirements of and the events relating to an Owner, as
described in this Prospectus,  will be the rights,  benefits and requirements of
and events  relating to the person or entity  designated as the  participant  in
such certificate.

PURCHASE  PAYMENT is a cash  consideration  you give to us for  certain  rights,
privileges and benefits provided under an Annuity according to its terms.

SUB-ACCOUNT  is a  division  of  Separate  Account  B.  We use  Sub-accounts  to
calculate variable benefits under this Annuity.

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

SYSTEMATIC  WITHDRAWAL  is one of a plan of periodic  withdrawals  of  Surrender
Value during the accumulation phase. Such a plan is subject to our rules.

UNIT is a measure used to calculate your Account Value in a Sub-account prior to
the Annuity Date.

UNIT  PRICE is used for  calculating:  (a) the  number of Units  allocated  to a
Sub-account;  and (b) the value of transactions  into or out of a Sub-account or
benefits based on Account Value in a Sub-account prior to the Annuity Date. Each
Sub-account  has its own Unit  Price  which will vary each  Valuation  Period to
reflect the investment experience of that Sub-account.

VALUATION  DAY is every day the New York Stock  Exchange  is open for trading or
any other day that the Securities and Exchange  Commission requires mutual funds
or unit investment trusts to be valued.

VALUATION  PERIOD is the period of time between the close of business of the New
York Stock Exchange on successive Valuation Days.

   
"We",  "us",  "our" or "the  Company"  means  American  Skandia  Life  Assurance
Corporation.
    

"You" or "your" means the Owner.



<PAGE>


HIGHLIGHTS: The following are only the highlights of the Annuity being
offered pursuant to this Prospectus.  A more detailed  description follows these
highlights.

     (1) Investment  Options:  We currently offer multiple variable and, in most
jurisdictions, fixed investment options.

During  the  accumulation  phase,  we  currently  offer  a  number  of  variable
investment options. Each of these investment options is a Class 1 Sub-account of
Separate  Account B. Each  Sub-account  invests  exclusively  in one  underlying
mutual fund, or a portfolio of an underlying  mutual fund. The underlying mutual
fund  portfolios  are  managed by various  investment  advisors,  and in certain
cases, various  sub-advisors.  A short description of the investment  objectives
and policies is found in Appendix A. Certain variable investment options may not
be available in all jurisdictions.

   
As of the  date of  this  Prospectus,  the  underlying  mutual  funds  (and  the
portfolios  of such  underlying  mutual  funds  in  which  Sub-accounts  offered
pursuant to this Prospectus  invest) are: (a) American Skandia Trust (portfolios
- JanCap Growth, Lord Abbett Growth and Income, Seligman Henderson International
Equity,  Seligman Henderson  International  Small Cap, Federated Utility Income,
Federated High Yield,  AST Phoenix  Balanced  Asset,  AST Money Market,  T. Rowe
Price  Asset  Allocation,  T. Rowe  Price  International  Equity,  T. Rowe Price
Natural Resources,  Founders Capital Appreciation,  INVESCO Equity Income, PIMCO
Total Return Bond, PIMCO Limited Maturity Bond, AST Scudder  International Bond,
Berger Capital Growth,  Robertson Stephens Capital Appreciation);  (b) The Alger
American Fund (portfolios - Growth,  Small  Capitalization,  MidCap Growth); (c)
Neuberger & Berman Advisers  Management  Trust  (portfolio - Partners);  and (d)
Montgomery Variable Series (portfolio - Emerging Markets).

[As of the  date of this  Prospectus,  the  underlying  mutual  funds  (and  the
portfolios  of such  underlying  mutual  funds  in  which  Sub-accounts  offered
pursuant to this  Prospectus  invest)  are: (a) Galaxy VIP Fund:  (portfolios  -
Money Market; Equity; High Quality Bond; Asset Allocation); (b) American Skandia
Trust  (portfolios  - JanCap  Growth,  Lord Abbett  Growth and Income,  Seligman
Henderson  International  Equity, T. Rowe Price Asset Allocation,  T. Rowe Price
International  Equity,  Founders  Capital  Appreciation,  INVESCO Equity Income,
PIMCO Limited  Maturity  Bond;  and (c) The Alger  American  Fund  (portfolios -
Growth, Small Capitalization).]
    

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

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

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

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

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

In the accumulation  phase, the assets  supporting the Account Values maintained
in the  Sub-accounts  are held in our  Separate  Account  B.  These  are Class 1
Sub-accounts  of  Separate  Account  B.  Values  and  benefits  based  on  these
Sub-accounts are not guaranteed and will vary with the investment performance of
the underlying mutual funds or fund portfolios, as applicable.

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

     (3)
 Insurance  Aspects of the Annuity:  There are insurance  risks which we
bear in relation to the Annuity. For more information,  see the section entitled
Insurance Aspects of the Annuity.

         (4) Charges  Assessed or  Assessable  Against the Annuity:  The Annuity
charges which are assessed or may be assessable under certain  circumstances are
the contingent  deferred sales charge,  the maintenance  fee, a charge for taxes
and a transfer fee. These charges are allocated  according to our rules.  We may
also charge for certain special services. For more information,  see the section
entitled  Charges  Assessed or  Assessable  Against the Annuity,  including  the
following  subsections:  (a) Contingent  Deferred Sales Charge;  (b) Maintenance
Fee; (c) Tax Charges; (d) Transfer Fee; and (e) Allocation of Annuity Charges.

     (5)  Charges  Assessed  Against the Assets:  The charges  assessed  against
assets in the Sub-accounts are the  administration  charge and the mortality and
expense risk charges.  There are no charges deducted from the assets  supporting
Fixed  Allocations.  For more  information,  see the  section  entitled  Charges
Assessed  Against  the  Assets,   including  the  following   subsections:   (a)
Administration Charge; and (b) Mortality and Expense Risk Charges.

         (6) Charges Of The Underlying Mutual Funds: Each underlying mutual fund
assesses  various  charges,  including  charges for  investment  management  and
investment  advisory fees.  These charges  generally  differ between  portfolios
within the same underlying mutual fund. You will find additional details in each
fund prospectus and its statement of additional information.

   
         (7)  Purchasing  Annuities:  Annuities are available for multiple uses,
including as a funding vehicle for various retirement programs which qualify for
special  treatment  under  the  Code.  We  may  require  a  properly   completed
Application,  an acceptable Purchase Payment,  and any other materials under our
underwriting  rules  before we agree to issue an Annuity.  You have the right to
return an Annuity within a "free-look"  period if you are not satisfied with it.
In most  jurisdictions,  the initial Purchase Payment and any Purchase  Payments
received  during  the  "free-look"  period  are  allocated   according  to  your
instructions.  In jurisdictions that require a "free-look"  provision such that,
if the Annuity is returned  under that  provision,  we must return at least your
Purchase  Payments less any withdrawals,  we temporarily  allocate such Purchase
Payments  to  the  AST  Money  Sub-account.  Where  permitted  by  law  in  such
jurisdictions,  we  will  allocate  such  Purchase  Payments  according  to your
instructions,   without  any  temporary  allocation  to  the  AST  Money  Market
Sub-account,  if you  execute a return  waiver.  We offer a balanced  investment
program in relation to your initial Purchase Payment.  Certain designations must
be made,  including an Owner and an  Annuitant.  You may also make certain other
designations that apply to the Annuity if issued. These designations  include, a
contingent Owner, a Contingent Annuitant (Contingent  Annuitants may be required
in  conjunction  with  certain  uses  of  the  Annuity),  a  Beneficiary,  and a
contingent Beneficiary. See the section entitled Purchasing Annuities, including
the following subsections:  (a) Uses of the Annuity; (b) Application and Initial
Payment; (c) Bank Drafting ; (d) Periodic Purchase Payments; (e) Right to Return
the Annuity;  (f) Allocation of Net Purchase Payments;  (g) Balanced  Investment
Program; and (h) Ownership, Annuitant and Beneficiary Designations.
    

   
         [(7) Purchasing  Annuities:  Annuities are available for multiple uses,
including as a funding vehicle for various retirement programs which qualify for
special  treatment  under  the  Code.  We  may  require  a  properly   completed
Application,  an acceptable Purchase Payment,  and any other materials under our
underwriting  rules  before we agree to issue an Annuity.  You have the right to
return an Annuity within a "free-look"  period if you are not satisfied with it.
In most  jurisdictions,  the initial Purchase Payment and any Purchase  Payments
received  during  the  "free-look"  period  are  allocated   according  to  your
instructions.  In jurisdictions that require a "free-look"  provision such that,
if the Annuity is returned  under that  provision,  we must return at least your
Purchase  Payments less any withdrawals,  we temporarily  allocate such Purchase
Payments to the GAL Money  Market  Sub-account.  Where  permitted by law in such
jurisdictions,  we  will  allocate  such  Purchase  Payments  according  to your
instructions,   without  any  temporary  allocation  to  the  GAL  Money  Market
Sub-account,  if you  execute a return  waiver.  We offer a balanced  investment
program in relation to your initial Purchase Payment.  Certain designations must
be made,  including an Owner and an  Annuitant.  You may also make certain other
designations that apply to the Annuity if issued. These designations  include, a
contingent Owner, a Contingent Annuitant (Contingent  Annuitants may be required
in  conjunction  with  certain  uses  of  the  Annuity),  a  Beneficiary,  and a
contingent Beneficiary. See the section entitled Purchasing Annuities, including
the following subsections:  (a) Uses of the Annuity; (b) Application and Initial
Payment; (c) Bank Drafting ; (d) Periodic Purchase Payments; (e) Right to Return
the Annuity;  (f) Allocation of Net Purchase Payments;  (g) Balanced  Investment
Program; and (h) Ownership, Annuitant and Beneficiary Designations.]
    

         (8) Account Value and Surrender Value: In the  accumulation  phase your
Annuity has an Account Value.  Your total Account Value as of a particular  date
is the  sum of  your  Account  Value  in  each  Sub-account  and in  each  Fixed
Allocation.  Surrender Value is the Account Value less any applicable contingent
deferred  sales charge and any  applicable  maintenance  fee. To determine  your
Account Value in each Sub-account we multiply the Unit Price as of the Valuation
Period  for which  the  calculation  is being  made  times  the  number of Units
attributable  to you in that  Sub-account as of that Valuation  Period.  We also
determine  your Account  Value  separately  for each Fixed  Allocation.  A Fixed
Allocation's  Account Value as of a particular date is determined by multiplying
its then  current  Interim  Value  times  the  MVA.  No MVA  applies  to a Fixed
Allocation as of its Maturity Date. Under certain circumstances, the MVA formula
may change.  For more  information,  see the section  entitled Account Value and
Surrender Value, including the following  subsections:  (a) Account Value in the
Sub-accounts; (b) Account Value of Fixed Allocations; and (c) Additional Amounts
in the Fixed Allocations.

   
         (9)  Rights,  Benefits  and  Services:  You have a number of rights and
benefits  under an Annuity once issued.  We also  currently  provide a number of
services to Owners. These rights,  benefits and services are subject to a number
of rules and conditions.  These rights,  benefits and services include,  but are
not  limited  to,  those  described  in this  Prospectus.  We accept  additional
Purchase  Payments during the  accumulation  phase. You may use bank drafting to
make Purchase Payments. We support certain Periodic Purchase Payments subject to
our rules.  You may change  revocable  designations.  You may  transfer  Account
Values  between  investment  options.  Transfers  in  excess  of 12 per year are
subject to a fee. We offer  dollar cost  averaging  and  rebalancing  during the
accumulation phase. During the accumulation phase,  surrender,  free withdrawals
and partial withdrawals are available, as are medically-related surrenders under
which  the  contingent   deferred   sales  charge  is  waived  under   specified
circumstances.  In the accumulation  phase we offer Systematic  Withdrawals and,
for Annuities used in qualified  plans,  Minimum  Distributions.  We offer fixed
annuity options,  and may offer adjustable  annuity options,  that can guarantee
payments for life. In the  accumulation  phase,  a death benefit may be payable.
You may  transfer  or assign  your  Annuity  unless  such  rights are limited in
conjunction  with certain uses of the Annuity.  You may exercise  certain voting
rights  in  relation  to the  underlying  mutual  fund  portfolios  in which the
Sub-accounts invest. You have the right to receive certain reports periodically.
    

For  additional  information,  see the section  entitled  Rights,  Benefits  and
Services including the following subsections:  (a) Additional Purchase Payments;
(b) Changing Revocable  Designations;  (c) Allocation Rules; (d) Transfers;  (e)
Renewals;  (f)  Dollar  Cost  Averaging;  (g)  Rebalancing;   (h)  Distributions
(including:   (i)  Surrender;  (ii)  Medically-Related   Surrender;  (iii)  Free
Withdrawals;  (iv) Partial Withdrawals; (v) Systematic Withdrawals; (vi) Minimum
Distributions;  (vii) Death Benefit; (viii) Annuity Payments; and (ix) Qualified
Plan Withdrawal  Limitations);  (i) Pricing of Transfers and  Distributions  (j)
Voting Rights; (k) Transfers, Assignments and Pledges; and (l) Reports to You.

   
     (10) The Company:  American Skandia Life Assurance  Corporation is a wholly
owned  subsidiary of American  Skandia  Investment  Holding  Corporation,  whose
indirect parent is Skandia Insurance Company Ltd. Skandia Insurance Company Ltd.
is a  Swedish  company  that  holds a  number  of  insurance  companies  in many
countries.   The  predecessor  to  Skandia  Insurance  Company  Ltd.   commenced
operations in 1855. For more  information,  see the section entitled The Company
and the following  subsections:  (a) Lines of Business;  (b) Selected  Financial
Data;  (c)  Management's  Discussion  and  Analysis of Financial  Condition  and
Results of Operations (including: (i) Results of Operations;  (ii) Liquidity and
Capital  Resources;  and  (iii)  Segment  Information);   (d)  Reinsurance;  (e)
Reserves; (f) Competition; (g) Employees; (h) Regulation; (i) Executive Officers
and  Directors;   and  (j)  Executive  Compensation   (including:   (i)  Summary
Compensation  Table;  (ii) Long Term Incentive  Plans-Awards  in the Last Fiscal
Year;  (iii)  Compensation  of  Directors;   and  (iv)  Compensation   Committee
Interlocks and Insider Participation).

     AVAILABLE  INFORMATION:  A Statement of Additional Information is available
from us without  charge upon  request by filling in the coupon at the end of the
Prospectus  and  sending it (or a written  request)  to  American  Skandia  Life
Assurance  Corporation,  Concierge Desk [Galaxy Annuity Customer Service],  P.O.
Box 883, Shelton, CT 06484. It includes further information, as described in the
section of this  Prospectus  entitled  "Contents of the  Statement of Additional
Information".  This Prospectus is part of the  registration  statements we filed
with the Securities  and Exchange  Commission  ("SEC")  regarding this offering.
Additional   information   on  us  and  this  offering  is  available  in  those
registration statements and the exhibits thereto. You may obtain copies of these
materials at the prescribed rates from the SEC's Public Reference  Section,  450
Fifth  Street  N.W.,  Washington,  D.C.,  20549.  You may inspect and copy those
registration  statements and the exhibits  thereto at the SEC's public reference
facilities at the above address,  Rm. 1024, and at the SEC's Regional Offices, 7
World Trade Center, New York, NY, and the Everett McKinley Dirksen Building, 219
South Dearborn Street, Chicago, IL.
    

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

   
We furnish you without charge a copy of any or all of the documents incorporated
by reference in this Prospectus,  including any exhibits to such documents which
have been specifically  incorporated by reference. We do so upon receipt of your
written or oral request.  Please  address your request to American  Skandia Life
Assurance  Corporation,  Attention:  Concierge  Desk  [Galaxy  Annuity  Customer
Service], P.O. Box 883, Shelton, Connecticut, 06484. Our phone number is 1-(800)
752-6342 [1-800-444-3970].

     CONTRACT EXPENSE SUMMARY:  The summary provided below includes  information
regarding  the  expenses  for your  Annuity,  for the  Sub-accounts  and for the
underlying mutual fund portfolios.  The only expense  applicable if you allocate
all your Account Value to Fixed  Allocations  would be the  contingent  deferred
sales charge.  More detail regarding the expenses of the underlying mutual funds
and their  portfolios  may be found either in the  prospectuses  for such mutual
funds or in the  annual  reports  of such  mutual  funds.  The  expenses  of our
Sub-accounts  (not those of the underlying  mutual fund  portfolios in which our
Sub-accounts  invest)  are the same no  matter  which  Sub-account  you  choose.
Therefore,  these expenses are only shown once below. In certain states, premium
taxes may be applicable.
    

<TABLE>
<CAPTION>
                                                     Your Transaction Expenses

<S>                                                     <C>             <C>                   <C>                              <C>  
Contingent Deferred Sales Charge,  as a                      Year 1 -7.5%; year 2 - 7.0%; year 3- 6.0%; year 4 - 5.0% year 5 - 4.0%;
  percentage of Purchase Payments liquidated                         year 6 - 3.0%; year 7 - 2.0% year 8 and thereafter - 0% of each
                                                        Purchase Payment as measured from the date it was allocated to Account Value

Annual Maintenance Fee                                                                        Smaller of $30 or 2% of Account Value

Tax Charges                                                             Dependent on the requirements of the applicable jurisdiction

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

                         Annual Expenses of the Sub-accounts (as a percentage of average daily net assets)

Mortality and Expense Risk Charges                                                                                             1.25%
Administration Charge                                                                                                          0.15%
                                                                                                                               -----
Total Annual Expenses of the Sub-accounts                                                                                      1.40%
</TABLE>

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

   
Unless  otherwise  shown,  the  expenses  shown  below  are for the year  ending
December  31,  1995.  "N/A" shown below  indicates  that no entity has agreed to
reimburse the particular expense indicated.  "+" indicates that no reimbursement
was provided in 1995,  but that the  underlying  mutual fund has indicated to us
that current arrangements (which may change) provide for reimbursement.
    

<TABLE>
<CAPTION>

                                              Manage-      Manage-                                 Total         Total
                                               ment         ment         Other        Other       Annual        Annual
                                                Fee          Fee       Expenses     Expenses     Expenses      Expenses
                                               after       without       after       without       after        without
                                                any          any          any          any          any           any
                                            applicable   applicable   applicable   applicable   applicable    applicable
                                            reimburse-   reimburse-   reimburse-   reimburse-   reimburse-    reimburse-
                                               ment         ment         ment         ment         ment          ment
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                          <C>                <C> 
   
American Skandia Trust
  JanCap Growth                                              0.90%
  Lord Abbett Growth
    and Income                                               0.75%
  Seligman Henderson
    International Equity(1)                                  1.00%
  Seligman Henderson
    International Small Cap                                  1.00%
  Federated Utility
    Income                                                   0.71%
  Federated High Yield                                       0.75%              [TO BE UPDATED BY AMENDMENT]
  T. Rowe Price
    Asset Allocation                                         0.85%
  T. Rowe Price
     International Equity                                    1.00%
  T. Rowe Price
     Natural Resources                                       0.90%
  Founders Capital Appreciation                              0.90%
  INVESCO Equity Income                                      0.75%
  PIMCO Total Return Bond                                    0.65%
  PIMCO Limited Maturity Bond                                0.65%
  AST Phoenix Balanced Asset                                 0.71%
  AST Money Market                                           0.50%
  AST Scudder International Bond                             1.00%
  Berger Capital Growth                                      0.75%
  Robertson Stephens Capital Appreciation

The Alger American Fund
  Growth                                                     0.75%
  Small Capitalization                                       0.85%
  MidCap Growth                                              0.80%

Neuberger & Berman Advisers
    Management Trust
  Partners                                                   0.80%

Montgomery Variable Series
  Emerging Markets

[The Galaxy VIP Fund
   Money Market                                              0.40%
   Equity                                                    0.75% 
   High Quality Bond                                         0.55%
   Asset Allocation                                          0.75%

American Skandia Trust
  JanCap Growth                                              0.90%
  Lord Abbett Growth
    and Income                                               0.75%
Seligman Henderson
    International Equity                                     1.00%
T. Rowe Price
    Asset Allocation                                         0.85%
T. Rowe Price
    International Equity                                     1.00%
Founders Capital Appreciation                                0.90%
INVESCO Equity Income                                        0.75%
PIMCO Limited Maturity Bond                                  0.65%


The Alger American Fund
  Growth                                                     0.75%
  Small Capitalization                                       0.85%]
</TABLE>
    

     (1) This portfolio was formerly known as the Henderson International Growth
Portfolio.
       

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


The expenses of the underlying mutual fund portfolios either are currently being
partially  reimbursed or may be partially  reimbursed in the future.  Management
Fees,  Other  Expenses  and Total Annual  Expenses are provided  above on both a
reimbursed and not reimbursed  basis,  if applicable.  See the  prospectuses  or
statements of additional information of the underlying mutual funds for details.

   
     EXPENSE  EXAMPLES:  The examples which follow are designed to assist you in
understanding  the  various  costs  and  expenses  you  will  bear  directly  or
indirectly  if you  maintain  Account  Value in the  Sub-accounts.  The examples
reflect expenses of our Sub-accounts,  as well as those of the underlying mutual
fund portfolios.
    

The examples shown assume that: (a) all your Account Value is maintained only in
Sub-accounts;   (b)  fees  and  expenses  remain  constant;  (c)  there  are  no
withdrawals of Account Value during the period shown; (d) there are no transfers
or other  transactions  subject to a fee during  the  period  shown;  (e) no tax
charge  applies;  and (f) the expenses  throughout the period for the underlying
mutual fund portfolios will be the lower of the expenses  without any applicable
reimbursement or expenses after any applicable reimbursement,  as shown above in
the section entitled Contract Expense Summary.

THE  EXAMPLES  ARE  ILLUSTRATIVE   ONLY  -  THEY  SHOULD  NOT  BE  CONSIDERED  A
REPRESENTATION  OF PAST OR FUTURE  EXPENSES OF THE  UNDERLYING  MUTUAL  FUNDS OR
THEIR  PORTFOLIOS - ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN. The
Sub-accounts are referred to below by their specific names.

           Examples (amounts shown are rounded to the nearest dollar)



<PAGE>
<TABLE>
<CAPTION>
<S>  <C>                                 <C>    <C>      <C>      <C>           <C>                 <C>     <C>      <C>      <C>

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


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

   
Seligman Henderson International
  Equity
Seligman Henderson International
  Small Cap
LA Growth and Income
JanCap Growth
Fed Utility Inc
Fed High Yield
AST Phoenix Balanced Asset                                                  [TO BE UPDATED BY AMENDMENT]
AST Money Market
T. Rowe Price Asset Allocation
T. Rowe Price International Equity
T. Rowe Price Natural Resources
Founders Capital Appreciation
INVESCO Equity Income
PIMCO Total Return Bond
PIMCO Limited Maturity Bond
AST Scudder International Bond
Berger Capital Growth
[Robertson Stephens sub-account]
AA Growth
AA Small Capitalization
AA MidCap Growth
NB Partners
[Montgomery Emerging Markets]

[Money Market
Equity
High Quality Bond
Asset Allocation
JanCap Growth
LA Growth and Income
Seligman Henderson International
  Equity
T. Rowe Price Asset Allocation
T. Rowe Price International Equity
Founders Capital Appreciation
INVESCO Equity Income
PIMCO Limited Maturity Bond
AA Growth
AA Small Capitalization]
</TABLE>

     CONDENSED FINANCIAL INFORMATION: The Unit Prices and number of Units in the
Sub-accounts  are shown below,  as is yield  information on the AST Money Market
[GAL Money Market] Sub-account.  All of these Sub-accounts were available during
the periods shown as investment  options for other  variable  annuities we offer
pursuant  to  different   prospectuses.   The  charges   assessed   against  the
Sub-accounts  under the terms of those other variable  annuities are the same as
the  charges  assessed  against  such  Sub-accounts  under the  Annuity  offered
pursuant to this Prospectus.
    

   
     Unit Prices And Numbers Of Units:  The following table shows:  (a) the Unit
Price as of the dates  shown for  Units in each of the Class 1  Sub-accounts  of
Separate  Account B available prior to the date of this Prospectus 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.
    

Sub-account and the Year Sub-account Operations Commenced

[TO BE UPDATED BY AMENDMENT]

<TABLE>
<CAPTION>
                        AA                                                          Seligman          Seligman
                       Small                           AA             AST           Henderson         Henderson
                     Capitali-          AA           MidCap          Money       International    International        JanCap
                      zation         Growth          Growth         Market           Equity*          Small Cap       Growth
                      (1988)         (1988)          (1993)         (1992)           (1989)            (1995)         (1992)
                      ------         ------          ------         ------           ------            ------         ------
<S>                 <C>            <C>             <C>           <C>               <C>                     <C>   <C>
No. of Units
  as of 12/31/95
  as of 12/31/94    9,356,764      5,614,760       4,308,374     27,491,389        14,043,215              0     22,354,170
  as of 12/31/93    7,101,658      2,997,458       1,450,892     11,422,783         9,063,464              0     13,603,637
  as of 12/31/92    4,846,024      1,482,037               0        457,872         1,948,773              0      1,476,139
  as of 12/31/91    2,172,189        559,779               0              0         1,092,902              0              0
  as of 12/31/90      419,718         82,302               0              0           398,709              0              0
  as of 12/31/89       35,438          6,900               0              0            29,858              0              0
  as of 12/31/88        3,000              0               0              0                 0              0              0

Unit Price
  as of 12/31/95
  as of 12/31/94       $27.95         $23.18          $13.34         $10.35            $16.80              0         $10.91
  as of 12/31/93        29.65          23.18           13.74          10.12             16.60              0          11.59
  as of 12/31/92        26.54          19.19               0          10.01             12.37              0          10.51
  as of 12/31/91        26.00          17.32               0              0             13.69              0              0
  as of 12/31/90        16.74          12.51               0              0             12.98              0              0
  as of 12/31/89        15.61          12.19               0              0             13.64              0              0
  as of 12/31/88         9.63           9.96               0              0                 0              0              0
</TABLE>

* Formerly known as the HI International Growth Sub-account.



<PAGE>


                      Sub-account and the Year Sub-account Operations Commenced

<TABLE>
<CAPTION>
                        LA             AST                                           T. Rowe           T. Rowe          T. Rowe
                      Growth         Phoenix           Fed            Fed             Price             Price            Price
                        and         Balanced         Utility         High             Asset         International       Natural
                      Income          Asset          Income          Yield         Allocation          Equity          Resources
                      (1992)         (1993)          (1993)         (1994)           (1994)            (1994)           (1995)
                      ------         ------          ------         ------           ------            ------           ------
<S>                 <C>           <C>              <C>            <C>               <C>           <C>                     <C>      
No. of Units
  as of 12/31/95
  as of 12/31/94    7,479,449     13,986,604       7,177,232      2,106,791         2,320,063     11,166,758              0
  as of 12/31/93    4,058,228      8,743,758       5,390,887              0                 0              0              0
  as of 12/31/92      956,949              0               0              0                 0              0              0
  as of 12/31/91            0              0               0              0                 0              0              0
  as of 12/31/90            0              0               0              0                 0              0              0
  as of 12/31/89            0              0               0              0                 0              0              0
  as of 12/31/88            0              0               0              0                 0              0              0

Unit Price
  as of 12/31/95
  as of 12/31/94       $11.98         $10.34           $9.81          $9.56             $9.80          $9.49              0
  as of 12/31/93        11.88          10.47           10.69              0                 0              0              0
  as of 12/31/92        10.60              0               0              0                 0              0              0
  as of 12/31/91            0              0               0              0                 0              0              0
  as of 12/31/90            0              0               0              0                 0              0              0
  as of 12/31/89            0              0               0              0                 0              0              0
  as of 12/31/88            0              0               0              0                 0              0              0
</TABLE>

<TABLE>
<CAPTION>
                                                      PIMCO          PIMCO             AST
                     Founders        INVESCO          Total         Limited          Scudder           Berger
                      Capital        Equity          Return        Maturity       International       Capital           NB
                   Appreciation      Income           Bond           Bond             Bond             Growth        Partners
                      (1994)         (1994)          (1994)         (1995)           (1994)            (1994)         (1995)
                      ------         ------          ------         ------           ------            ------         ------
<S>                 <C>            <C>             <C>                    <C>       <C>              <C>                  <C>  
No. of Units
  as of 12/31/95
  as of 12/31/94    2,575,105      6,633,333       4,577,708              0         1,562,364        301,267
  as of 12/31/93            0              0               0              0                 0              0              0
  as of 12/31/92            0              0               0              0                 0              0              0
  as of 12/31/91            0              0               0              0                 0              0              0
  as of 12/31/90            0              0               0              0                 0              0              0
  as of 12/31/89            0              0               0              0                 0              0              0
  as of 12/31/88            0              0               0              0                 0              0              0

Unit Price
  as of 12/31/95
  as of 12/31/94       $10.69          $9.61           $9.61              0             $9.59          $9.94
  as of 12/31/93            0              0               0              0                 0              0              0
  as of 12/31/92            0              0               0              0                 0              0              0
  as of 12/31/91            0              0               0              0                 0              0              0
  as of 12/31/90            0              0               0              0                 0              0              0
  as of 12/31/89            0              0               0              0                 0              0              0
  as of 12/31/88            0              0               0              0                 0              0              0
</TABLE>



<PAGE>
   

<TABLE>
<CAPTION>
[                                                                                                        LA          Seligman
                        GAL                            GAL            GAL                              Growth        Henderson
                       Money           GAL        High Quality       Asset           JanCap              and       International
                      Market*         Equity*           Bond*        Allocation*         Growth            Income         Equity
                      (1996)         (1996)          (1996)         (1996)           (1992)            (1992)         (1989)
                      ------         -----           ------         ------           ------            ------         ------
<S>                                                                                <C>             <C>           <C>    
No. of Units
  as of 12/31/95
  as of 12/31/94                                                                   22,354,170      7,479,449     14,043,215
  as of 12/31/93                                                                   13,603,637      4,058,228      9,063,464
  as of 12/31/92                                                                    1,476,139        956,949      1,948,773
  as of 12/31/91                                                                                                  1,092,902
  as of 12/31/90                                                                                                    398,709
  as of 12/31/89                                                                                                     29,858

Unit Price
  as of 12/31/95
  as of 12/31/94                                                                       $10.91         $11.98         $16.80
  as of 12/31/93                                                                        11.59          11.88          16.60
  as of 12/31/92                                                                        10.51          10.60          12.37
  as of 12/31/91                                                                                                      13.69
  as of 12/31/90                                                                                                      12.98
  as of 12/31/89                                                                                                      13.64
</TABLE>

<TABLE>
<CAPTION>
                      T. Rowe        T. Rowe                                          PIMCO                             AA
                       Price          Price         Founders        INVESCO          Limited                           Small
                       Asset      International  Capitalization     Equity          Maturity             AA          Capitali-
                    Allocation       Equity       Appreciation      Income            Bond             Growth         zation
                      (1994)         (1994)          (1994)         (1994)           (1995)            (1988)         (1988)
                      ------         ------          ------         ------           ------            ------         ------
<S>                 <C>           <C>              <C>            <C>                       <C>                   <C>
No. of Units
  as of 12/31/95
  as of 12/31/94    2,320,063     11,166,758       2,575,105      6,633,333                 0      5,614,760      9,356,764
  as of 12/31/93                                                                                   2,997,458      7,101,658
  as of 12/31/92                                                                                   1,482,037      4,846,024
  as of 12/31/91                                                                                     559,779      2,172,189
  as of 12/31/90                                                                                      82,302        419,718
  as of 12/31/89                                                                                       6,900         35,438
  as of 12/31/88                                                                                           0          3,000

Unit Price
  as of 12/31/95
  as of 12/31/94        $9.80          $9.49          $10.69          $9.61                 0         $23.18         $27.95
  as of 12/31/93                                                                                       23.18          29.65
  as of 12/31/92                                                                                       19.19          26.54
  as of 12/31/91                                                                                       17.32          26.00
  as of 12/31/90                                                                                       12.51          16.74
  as of 12/31/89                                                                                       12.19          15.61
  as of 12/31/88                                                                                        9.96          9.63]
</TABLE>
*These Sub-accounts were not operational prior to the date of this Prospectus.
    

The financial  statements of the Sub-accounts  being offered to you are found in
the Statement of Additional Information.

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



<PAGE>
     Sub-account               Current Yield                     Effective Yield
   AST Money Market                [   ]                           
  [GAL Money Market                                                       ]

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

     Variable  Investment  Options:  During the  accumulation  phase, we offer a
number of Sub-accounts  as variable  investment  options.  These are all Class 1
Sub-accounts of American Skandia Life Assurance  Corporation  Variable Account B
("Separate  Account B"). Each of these Sub-accounts  invests  exclusively in one
underlying  mutual fund, or a portfolio of an underlying  mutual fund. As of the
date of this Prospectus,  our  Sub-accounts  and the underlying  mutual funds or
portfolios in which they invest are as follows:

<TABLE>
<CAPTION>
                      <S>                                              <C>  
                      Underlying Mutual Fund:                                          The Alger American Fund

                      Sub-account                                             Underlying Mutual Fund Portfolio

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

                      Underlying Mutual Fund:                                      Neuberger & Berman Advisers
                                                                                              Management Trust

                      Sub-account                                             Underlying Mutual Fund Portfolio

                      NB Partners                                                                     Partners

                      Underlying Mutual Fund:                                           American Skandia Trust

                      Sub-account                                            Underlying Mutual Fund Portfolio

   
                      Seligman Henderson International Equity          Seligman Henderson International Equity
                      Seligman Henderson International                        Seligman Henderson International
                        Small Cap                                                                    Small Cap
                      LA Growth and Income                                       Lord Abbett Growth and Income
                      JanCap Growth                                                              JanCap Growth
                      Fed Utility Inc                                                 Federated Utility Income
                      Fed High Yield                                                      Federated High Yield
                      AST Phoenix Balanced Asset                                    AST Phoenix Balanced Asset
                      AST Money Market                                                        AST Money Market
                      T. Rowe Price Asset Allocation                            T. Rowe Price Asset Allocation
                      T. Rowe Price International Equity                    T. Rowe Price International Equity
                      T. Rowe Price Natural Resources                          T. Rowe Price Natural Resources
                      Founders Capital Appreciation                              Founders Capital Appreciation
                      INVESCO Equity Income                                              INVESCO Equity Income
                      PIMCO Total Return Bond                                          PIMCO Total Return Bond
                      PIMCO Limited Maturity Bond                                  PIMCO Limited Maturity Bond
                      AST Scudder International Bond                            AST Scudder International Bond
                      Berger Capital Growth                                              Berger Capital Growth

                   
                      ____________________________                     Robertson Stephens Capital Appreciation

                      Underlying Mutual Fund:                                       Montgomery Variable Series

                      Sub-account                                             Underlying Mutual Fund Portfolio

                      __________________                                                      Emerging Markets

                     [Underlying Mutual Fund:                                                  Galaxy VIP fund

                      Sub-Account                                             Underlying Mutual Fund Portfolio

                      GAL Money Market                                                  Money Market Portfolio
                      GAL Equity                                                              Equity Portfolio
                      GAL High Quality Bond                                        High Quality Bond Portfolio
                      GAL Asset Allocation                                          Asset Allocation Portfolio

                      Underlying Mutual Fund:                                           American Skandia Trust

                      Sub-account                                             Underlying Mutual Fund Portfolio

                      JanCap Growth                                                              JanCap Growth
                      LA Growth and Income                                       Lord Abbett Growth and Income
                      Seligman Henderson International Equity          Seligman Henderson International Equity
                      T. Rowe Price Asset Allocation                            T. Rowe Price Asset Allocation
                      T. Rowe Price International Equity                    T. Rowe Price International Equity
                      Founders Capital Appreciation                              Founders Capital Appreciation
                      INVESCO Equity Income                                              INVESCO Equity Income
                      PIMCO Limited Maturity Bond                                  PIMCO Limited Maturity Bond

                      Underlying Mutual Fund:                                          The Alger American Fund

                      Sub-account                                             Underlying Mutual Fund Portfolio

                      AA Growth                                                                         Growth
                      AA Small Capitalization                                            Small Capitalization]
    
</TABLE>

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

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

   
Each underlying  mutual fund is registered  under the Investment  Company Act of
1940, as amended (the "1940 Act") as an open-end management  investment company.
Each underlying  mutual fund or portfolio  thereof may or may not be diversified
as defined in the 1940 Act. As of the date of this Prospectus, the portfolios in
which  Sub-accounts  offered pursuant to this Prospectus  invest are those shown
above.  A summary of the investment  objectives and policies of such  underlying
mutual fund  portfolios  is found in Appendix B. The trustees or  directors,  as
applicable,  of an  underlying  mutual  fund may add,  eliminate  or  substitute
portfolios from time to time. Generally,  each portfolio issues a separate class
of shares.  Shares of the  underlying  mutual fund  portfolios  are available to
separate  accounts of life insurance  companies  offering  variable  annuity and
variable life insurance products. The shares may also be made available, subject
to obtaining all required regulatory  approvals,  for direct purchase by various
pension and retirement savings plans that qualify for preferential tax treatment
under the Code.
    

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

Shares  of the  underlying  mutual  funds  may be  available  to  variable  life
insurance and variable annuity separate  accounts of other insurance  companies.
Possible  consequences  of  this  multiple  availability  are  discussed  in the
subsection entitled Resolving Material Conflicts.

   
The prospectus for any underlying  mutual fund or funds being  considered by you
should  be read in  conjunction  herewith.  A copy  of  each  prospectus  may be
obtained  without charge from us by calling our Concierge  Desk [Galaxy  Annuity
Customer Service],  1-800-752-6342 [1-800-444-3970] or writing to us at P.O. Box
883,  Attention:  Concierge Desk [Galaxy  Annuity  Customer  Service],  Shelton,
Connecticut, 06484-0883.
    

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

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

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

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

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

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

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

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

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

The  reduction  used in  determining  the minimum  interest  rate is two and one
quarter percent of interest (2.25%).

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

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

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

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

   
     Separate  Accounts:  We are the  legal  owner  of  assets  in the  separate
accounts.  Income,  gains and  losses,  whether  or not  realized,  from  assets
allocated to these separate  accounts,  are credited to or charged  against each
such separate account in accordance with the terms of the annuities supported by
such  assets  without  regard  to our  other  income,  gains or losses or to the
income, gains or losses in any other of our separate accounts.  We will maintain
assets in each separate  account with a total market value at least equal to the
reserve  and other  liabilities  we must  maintain  in  relation  to the annuity
obligations  supported  by such  assets.  These  assets may only be charged with
liabilities which arise from such annuities.  This may include Annuities offered
pursuant  to this  Prospectus  or certain  other  annuities  we may  offer.  The
investments  made by  separate  accounts  are  subject  to the  requirements  of
applicable state laws.  These  investment  requirements may differ between those
for separate  accounts  supporting  variable  obligations and those for separate
accounts supporting fixed obligations.
    

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

The   Sub-accounts   offered  pursuant  to  this  Prospectus  are  all  Class  1
Sub-accounts  of  Separate  Account B. Each class of  Sub-accounts  in  Separate
Account B have a different level of charges assessed against such Sub-accounts.

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

Separate  Account  B is  registered  with the SEC  under  the 1940 Act as a unit
investment trust, which is a type of investment  company.  This does not involve
any supervision by the SEC of the investment  policies,  management or practices
of Separate Account B. Each Sub-account  invests only in a single mutual fund or
mutual fund portfolio.

The only  Sub-accounts  available for allocation of your Account Value are those
offered pursuant to this Prospectus.  Persons  interested in our other annuities
may be offered the same or different  Sub-accounts of Separate  Account B or any
of our other separate  accounts.  Such sub-accounts may invest in some or all of
the same underlying  mutual funds or portfolios of such underlying  mutual funds
as the Sub-accounts offered pursuant to this Prospectus.  As of the date of this
Prospectus,  the Annuities  offered  pursuant to this  Prospectus  and annuities
offered pursuant to a number of other prospectuses  maintained assets in Class 1
Sub-accounts.  We may offer additional annuities that maintain assets in Class 1
Sub-accounts.  In  addition,  some of the  Class 1  Sub-accounts  may  invest in
underlying   mutual  funds  or  underlying   mutual  fund  portfolios  in  which
Sub-accounts in other classes of Separate Account B invest.

You will find additional  information  about these  underlying  mutual funds and
portfolios  in  the  prospectuses  for  such  funds.  Portfolios  added  to  the
underlying mutual funds may or may not be offered through added Sub-accounts.

Sub-accounts  are permitted to invest in  underlying  mutual funds or portfolios
that we  consider  suitable.  We also  reserve  the  right to add  Sub-accounts,
eliminate  Sub-accounts,  to combine  Sub-accounts,  or to substitute underlying
mutual funds or portfolios of underlying mutual funds.

Values and benefits based on allocations to the Sub-accounts  will vary with the
investment  performance of the underlying  mutual funds or fund  portfolios,  as
applicable.  We do not guarantee the investment results of any Sub-account,  nor
is there any assurance that the Account Value allocated to the Sub-accounts will
equal the amounts  allocated to the  Sub-accounts  as of any time other than the
Valuation Period of such allocation. You bear the entire investment risk.

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

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

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

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

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

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

     (a) Investments  may be made in 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 Standard &
Poor's, Moody's Investor Services, Inc. or any Nationally Recognized Statistical
Rating Organization ("NRSRO").
    

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

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

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

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

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

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

     Contingent  Deferred  Sales  Charge:  Although we incur  sales  expenses in
connection  with  the  sale of  contracts  (for  example,  preparation  of sales
literature,  expenses  of selling  and  distributing  the  contracts,  including
commissions, and other promotional costs), we do not deduct any charge from your
Purchase Payments for such expenses. However, a contingent deferred sales charge
may be  assessed.  We assess a  contingent  deferred  sales  charge  against the
portion of any  withdrawal or surrender  that is deemed to be a  liquidation  of
your Purchase  Payments paid within the preceding  seven years.  The  contingent
deferred sales charge applies to each Purchase Payment that is liquidated. It is
a decreasing  percentage of each Purchase Payment being  liquidated.  The charge
decreases  as the  Purchase  Payment  ages.  The aging of a Purchase  Payment is
measured from the date it is applied to your Account Value.  The charge is: year
1 -7.5%;  year 2 - 7.0%;  year 3 - 6.0%;  year 4 - 5.0%; year 5 - 4.0%; year 6 -
3.0%; year 7 - 2.0%; year 8 and thereafter - 0%.

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

From time to time we may  reduce  the amount of the  contingent  deferred  sales
charge, the period during which it applies,  or both, when Annuities are sold to
individuals or a group of  individuals in a manner that reduces sales  expenses.
We would  consider  such  factors  as:  (a) the size and type of group;  (b) the
amount of Purchase  Payments;  (c) present  Owners  making  additional  Purchase
Payments;  and/or (d) other  transactions  where sales expenses are likely to be
reduced.

   
No contingent  deferred sales charge is imposed when any group annuity  contract
or any Annuity issued pursuant to this Prospectus is owned on its Issue Date by:
(a) any  parent  company,  affiliate  or  subsidiary  of ours;  (b) an  officer,
director,  employee,  retiree,  sales  representative,  or  in  the  case  of an
affiliated  broker-dealer,  registered  representative  of such  company;  (c) a
director or trustee of any underlying  mutual fund;  (d) a director,  officer or
employee  of  any  investment  manager  or  sub-advisor   providing   investment
management  and/or  advisory  services  to an  underlying  mutual  fund  or  any
affiliate of such investment  manager or sub-advisor;  (e) a director,  officer,
employee or registered representative of a broker-dealer that has a then current
selling agreement with American Skandia  Marketing,  Incorporated;  (f) the then
current  spouse of any such person  noted in (b)  through  (e),  above;  (g) the
parents  of any  such  person  noted in (b)  through  (f),  above;  and (h) such
person's child or other legal dependent under the age of 21.
    

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

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

Expenses  incurred  in  connection  with the sale of  Annuities  may  exceed the
charges made for such  purpose.  We expect that the  contingent  deferred  sales
charge will not be sufficient to cover the sales expenses. We expect to meet any
deficiency  from any profit we may make on Annuities and from our surplus.  This
may include proceeds from, among others,  the mortality and expense risk charges
assessed against the Sub-accounts.

        Maintenance Fee: A maintenance fee equaling the smaller
of $30 or 2% of your then current  Account Value is deductible  from the Account
Values in the  Sub-accounts  annually and upon surrender.  The fee is limited to
the Account Values in the  Sub-accounts  as of the Valuation  Period such fee is
due.  Certain  representations  regarding the  maintenance  fee are found in the
section entitled Administration Charge.

         Tax  Charges:  In several  states a tax is payable.  We will
deduct the amount of tax payable, if any, from your Purchase Payments if the tax
is then incurred or from your Account Value when applied under an annuity option
if the  tax is  incurred  at that  time.  The  amount  of the  tax  varies  from
jurisdiction to jurisdiction.  It may also vary depending on whether the Annuity
qualifies for certain treatment under the Code. In each jurisdiction,  the state
legislature  may change the amount of any current  tax, may decide to impose the
tax, eliminate it, or change the time it becomes payable. In those jurisdictions
imposing  such a tax, the tax rates  currently  in effect range up to 31/2%.  In
addition to state taxes,  local taxes may also apply. The amounts of these taxes
may exceed those for state taxes.

         Transfer Fee: We charge $10.00 for each transfer after the
twelfth  in each  Annuity  Year.  However,  the fee is only  charged if there is
Account  Value  in at  least  one  Sub-account  immediately  subsequent  to such
transfer.

         Allocation  Of Annuity  Charges:  Charges
applicable  to a surrender  are used in  calculating  Surrender  Value.  Charges
applicable to any type of withdrawal  are taken from the  investment  options in
the same ratio as such a withdrawal  is taken from the  investment  options (see
"Allocation  Rules").  The transfer fee is assessed  against the Sub-accounts in
which you maintain Account Value  immediately  subsequent to such transfer.  The
transfer fee is allocated on a pro-rata  basis in relation to the Account Values
in  such  Sub-accounts  as of the  Valuation  Period  for  which  we  price  the
applicable  transfer.  No fee is  assessed  if there is no Account  Value in any
Sub-account at such time. Tax charges are assessed  against the entire  Purchase
Payment or Account Value as applicable.  The maintenance fee is assessed against
the  Sub-accounts  on a pro-rata basis in relation to the Account Values in each
Sub-account as of the Valuation Period for which we price the fee.

CHARGES ASSESSED AGAINST THE ASSETS: There are charges assessed against
assets in the  Sub-accounts.  These  charges are described  below.  There are no
charges deducted from the Fixed  Allocations.  The factors we use in determining
the  interest  rates we credit  Fixed  Allocations  are  described  above in the
subsection  entitled  Fixed  Investment  Options.  No charges are deducted  from
assets supporting fixed or adjustable  annuity  payments.  The factors we use in
determining fixed or adjustable  annuity payments  include,  but are not limited
to, our expected investment returns, costs, risks and profit targets. We reserve
the right to assess a charge against the Sub-accounts and the Fixed  Allocations
equal to any taxes which may be imposed upon the separate accounts.

     Administration  Charge:  We assess  each  Class 1  Sub-account,  on a daily
basis,  an  administration  charge.  The charge is 0.15% per year of the average
daily total value of such Sub-account.

We assess the  administration  charge and the maintenance fee,  described in the
subsection entitled  Maintenance Fee, at amounts we believe necessary to recover
the actual costs of maintaining and  administering  the Account Values allocated
to the Class 1 Sub-accounts  and Separate Account B itself.  The  administration
charge and maintenance fee can be increased only for Annuities issued subsequent
to the effective date of any such change.

A  relationship   does  not  necessarily   exist  between  the  portion  of  the
administration  charge and the  maintenance  fee  attributable  to a  particular
Annuity and the expenses  attributable to that Annuity.  However, we believe the
total  administration  charges made against the Class 1 Sub-accounts will not be
greater than the total  anticipated  costs.  We allocate costs pro-rata  between
classes in Separate  Account B in proportion  to the assets in various  classes.
Types of  expenses  which  might be incurred  include,  but are not  necessarily
limited to, the expenses  of:  developing  and  maintaining  a computer  support
system for  administering  the Account Values in the  Sub-accounts  and Separate
Account  B  itself,   preparing  and  delivering   confirmations  and  quarterly
statements,  processing transfers, withdrawal and surrender requests, responding
to Owner  inquiries,  reconciling and depositing cash receipts,  calculating and
monitoring  daily values of each  Sub-account,  reporting for the  Sub-accounts,
including quarterly,  semi-annual and annual reports, and mailing and tabulation
of shareholder proxy solicitations.

From time to time we may  reduce the  amount of the  maintenance  fee and/or the
administration  charge. We may do so when Annuities are sold to individuals or a
group of individuals in a manner that reduces maintenance and/or  administrative
expenses. We would consider such factors as: (a) the size and type of group; (b)
the  number of  Annuities  purchased  by an Owner;  (c) the  amount of  Purchase
Payments;  and/or (d) other transactions where maintenance and/or administration
expenses are likely to be reduced.

Any elimination of the maintenance fee and/or the  administration  charge or any
reduction  of such  charges  will  not  discriminate  unfairly  between  Annuity
purchasers.  We will not make any changes to these charges  where  prohibited by
law.

     Mortality and Expense Risk Charges: For Class 1 Sub-accounts, the mortality
risk  charge is 0.90% per year and the  expense  risk  charge is 0.35% per year.
These charges are assessed in combination  each day against each  Sub-account at
the rate of 1.25% per year of the average daily total value of each Sub-account.

With respect to the mortality risk charge, we assume the risk that the mortality
experience under the Annuities may be less favorable than our assumptions.  This
could  arise for a number of  reasons,  such as when  persons  upon whose  lives
annuity  payments  are  based  live  longer  than we  anticipated,  or when  the
Sub-accounts  decline in value resulting in losses in paying death benefits.  If
our mortality  assumptions prove to be inadequate,  we will absorb any resulting
loss.  Conversely,   if  the  actual  experience  is  more  favorable  than  our
assumptions,  then we will benefit  from the gain.  We also assume the risk that
the administration charge may be insufficient to cover our actual administration
costs. If we realize a profit from the mortality and expense risk charges,  such
profit may be used to recover sales expenses incurred which may not be recovered
by the contingent deferred sales charge.

     CHARGES  OF THE  UNDERLYING  MUTUAL  FUNDS:  Each  underlying  mutual  fund
assesses various charges for investment management and investment advisory fees.
These charges  generally  differ between  portfolios  within the same underlying
mutual fund. You will find additional  details in the fund  prospectuses and the
statements of additional information.

   
     PURCHASING ANNUITIES: You may purchase an Annuity for various purposes. You
must meet our  requirements  before  we issue an  Annuity  and it takes  effect.
Certain  benefits may be available to certain classes of purchasers.  You have a
"free-look"  period during which you may return your Annuity for a refund amount
which  may be less or more  than  your  Purchase  Payment,  except  in  specific
circumstances.


     Uses Of The  Annuity:  The  Annuity  may be  issued in  connection  with or
purchased as a funding vehicle for certain retirement plans designed to meet the
requirements of various sections of the Code. These include, but are not limited
to: (a) Sections 401  (corporate,  association,  or  self-employed  individuals'
retirement  plans);  (b) Section 403(b)  (tax-sheltered  annuities  available to
employees  of certain  qualifying  employers);  and (c) Section 408  (individual
retirement  accounts and individual  retirement  annuities - "IRAs";  Simplified
Employee Pensions).  We may require additional  information regarding such plans
before we issue an Annuity to be used in connection with such retirement  plans.
We may also restrict or change  certain  rights and benefits if, in our opinion,
such  restrictions  or  changes  are  necessary  for your  Annuity to be used in
connection with such retirement plans. We may elect to no longer offer Annuities
in connection  with various  retirement  plans.  The Annuity may also be used in
connection  with plans that do not qualify  under the sections of the Code noted
above. Some of the potential tax consequences resulting from various uses of the
Annuities are discussed in the section entitled "Certain Tax Consequences".
    

     Application   And  Initial   Payment:   You  must  meet  our   underwriting
requirements  and forward a Purchase Payment if you seek to purchase an Annuity.
These requirements may include a properly completed Application. Where permitted
by law, we may issue an Annuity without completion of an Application for certain
classes of Annuities.

   
The minimum  initial  Purchase  Payment we accept is $1,000 unless you authorize
the use of bank drafting to make Purchase Payments (see "Bank Drafting"). If you
choose bank drafting,  we will accept a lower initial  Purchase Payment provided
that the Purchase Payments received in the first year total at least $1,000. The
initial Purchase Payment must be paid by check or by wire transfer. It cannot be
made through bank drafting.  Our Office must give you prior  approval  before we
accept  a  Purchase  Payment  that  would  result  in the  Account  Value of all
annuities  you maintain  with us exceeding  $500,000.  We confirm each  Purchase
Payment  in  writing.  Multiple  annuities  purchased  from us  within  the same
calendar  year may be treated for tax purposes as if they were a single  annuity
(see "Certain Tax Considerations").
    

We reserve  the right to  allocate  your  initial  Net  Purchase  Payment to the
investment options up to two business days after we receive,  at our Office, all
of our  requirements  for issuing the Annuity as applied  for. We may retain the
Purchase  Payment  and not  allocate  the initial  Net  Purchase  Payment to the
investment  options for up to five  business days while we attempt to obtain all
such requirements. We will try to reach you or any other party from whom we need
any information or materials.  If the  requirements  cannot be fulfilled  within
that time, we will:  (a) attempt to inform you of the delay;  and (b) return the
amount of the Purchase Payment, unless you specifically consent to our retaining
it until  all our  requirements  are met.  Once our  requirements  are met,  the
initial Net Purchase  Payment is applied to the  investment  options  within two
business days.  Once we accept your Purchase  Payment and our  requirements  are
met, we issue an Annuity.
       

   
     Bank  Drafting:  You may make Purchase  Payments to your Annuity using bank
drafting, but only for allocations to variable investment options.  However, you
must pay at least one prior Purchase Payment by check or wire transfer.  We will
accept an initial  Purchase  Payment  lower than our standard  minimum  Purchase
Payment  requirement  of $1,000 if you also furnish bank  drafting  instructions
that  provide  amounts  that  will  meet  a  $1,000  minimum   Purchase  Payment
requirement  to be paid  within 12 months.  We will  accept an initial  Purchase
Payment  in an  amount  as low as  $100,  but it must be  accompanied  by a bank
drafting authorization form allowing monthly Purchase Payments of at least $75.

     Periodic Purchase Payments: We may, from time-to-time,  offer opportunities
to make Purchase  Payments  automatically  on a periodic  basis,  subject to our
rules. These  opportunities may include,  but are not limited to, certain salary
reduction programs agreed to by an employer.  As of the date of this Prospectus,
we only  agree to accept  Purchase  Payments  on such a basis if: (a) we receive
your  request In Writing for a salary  reduction  program and we agree to accept
Purchase  Payments  on this  basis;  (b) the  allocations  are only to  variable
investment  options  or  the  frequency  and  number  of  allocations  to  fixed
investment options is limited in accordance with our rules; and (c) the total of
Purchase  Payments in the first  Annuity Year is scheduled to equal at least our
then  current  minimum  requirements.  We may also  require an initial  Purchase
Payment to be submitted by check or wire before agreeing to such a program.  Our
minimum  requirements  may  differ  based on the usage of the  Annuity,  such as
whether it is being used in conjunction with certain retirement plans.
    

     Right to Return  the  Annuity:  You have the right to  return  the  Annuity
within twenty-one days of receipt or longer where required by law. The period in
which you can take this  action is known as a  "free-look"  period.  To exercise
your right to return the Annuity during the "free-look"  period, you must return
the Annuity.  The amount to be refunded is the then current  Account  Value plus
any tax charge  deducted.  This is the "standard  refund".  If necessary to meet
Federal  requirements for IRAs or certain state law requirements,  we return the
greater of the  "standard  refund" or the Purchase  Payments  received  less any
withdrawals  (see  "Allocation  of Net Purchase  Payments").  We tell you how we
determine  the  amount  payable  under any such  right at the time we issue your
Annuity.  Upon the termination of the "free-look"  period, if you surrender your
Annuity,  you  may  be  assessed  certain  charges  (see  "Charges  Assessed  or
Assessable Against the Annuity").

   
     Allocation  of Net  Purchase  Payments:  All  allocations  of Net  Purchase
Payments  are  subject  to  our  allocation  rules  (see  "Allocation   Rules").
Allocation  of the  portion of the  initial  Net  Purchase  Payment  and any Net
Purchase Payments received during the free-look period that you wish to allocate
to any  Sub-accounts  are subject to an additional  allocation rule if state law
requires return of at least your Purchase Payments should you return the Annuity
under such free-look  provision.  If such state law applies to your Annuity: (a)
we allocate any portion of any such Net Purchase  Payments that you indicate you
wish to go into the  Sub-accounts  to the AST Money  Market  [GAL Money  Market]
Sub-account;  and (b) at the end of such free-look period we reallocate  Account
Value according to your then most recent allocation  instructions to us, subject
to our allocation rules. However,  where permitted by law in such jurisdictions,
we will  allocate  such Net Purchase  Payments  according to your  instructions,
without any  temporary  allocation  to the AST Money  Market [GAL Money  Market]
Sub-account,  if you execute a return waiver ("Return Waiver"). Under the Return
Waiver,  you waive  your right to the  return of the  greater  of the  "standard
refund" or the Purchase  Payments  received less any withdrawals.  Instead,  you
only are entitled to the return of the  "standard  refund" (see "Right to Return
the Annuity").
    

Your initial  Purchase  Payments,  as well as other  Purchase  Payments  will be
allocated in accordance with the then current  requirements of any  rebalancing,
asset  allocation  or market timing  program  which you have  authorized or have
authorized an  independent  third party to use in  connection  with your Annuity
(see "Allocation Rules").

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

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

     Ownership,   Annuitant  and  Beneficiary  Designations:  You  make  certain
designations that apply to the Annuity if issued. These designations are subject
to our rules and to various  regulatory or statutory  requirements  depending on
the use of the Annuity. These designations include an Owner, a contingent Owner,
an  Annuitant,  a  Contingent  Annuitant,   a  Beneficiary,   and  a  contingent
Beneficiary.  Certain  designations  are  required,  as  indicated  below.  Such
designations will be revocable unless you indicate  otherwise or we endorse your
Annuity  to  indicate  that such  designation  is  irrevocable  to meet  certain
regulatory   or  statutory   requirements.   Changing  the  Owner  or  Annuitant
designations may affect the minimum death benefit (see " Death Benefits").

Some of the tax  implications  of  various  designations  are  discussed  in the
section  entitled  "Certain Tax  Considerations".  However,  there are other tax
issues than those  addressed  in that  section,  including,  but not limited to,
estate and  inheritance  tax issues.  You should  consult  with a competent  tax
counselor  regarding the tax  implications of various  designations.  You should
also consult with a competent  legal advisor as to the  implications  of certain
designations in relation to an estate,  bankruptcy,  community  property,  where
applicable, and other matters.

An Owner must be named.  You may name more than one Owner. If you do, all rights
reserved to Owners are then held  jointly.  We require the consent In Writing of
all joint Owners for any transaction for which we require the written consent of
Owners.  Where  required by law, we require the consent In Writing of the spouse
of any person with a vested  interest in an Annuity.  Naming  someone other than
the payor of any  Purchase  Payment as Owner may have gift,  estate or other tax
implications.

Where allowed by law, you may name a contingent Owner. However, this designation
takes effect only on or after the Annuity Date.

You must name an Annuitant.  We do not accept a designation of joint Annuitants.
Where allowed by law, you may name one or more Contingent Annuitants.

There may be adverse tax  consequences  if a  Contingent  Annuitant  succeeds an
Annuitant  and the  Annuity is owned by a trust  that is neither  tax exempt nor
does not qualify for preferred  treatment  under  certain  sections of the Code,
such as Section 401 (a "non-qualified"  trust). In general, the Code is designed
to prevent the benefit of tax deferral from  continuing for long periods of time
on an indefinite basis.  Continuing the benefit of tax deferral by naming one or
more Contingent  Annuitants  when the Annuity is owned by a non-qualified  trust
might be deemed an attempt to extend the tax deferral for an indefinite  period.
Therefore,  adverse tax treatment  may depend on the terms of the trust,  who is
named  as  Contingent   Annuitant,   as  well  as  the   particular   facts  and
circumstances.  You should  consult your tax advisor  before naming a Contingent
Annuitant if you expect to use an Annuity in such a fashion.

Where allowed by law, you must name Contingent Annuitants according to our rules
when an  Annuity  is used as a funding  vehicle  for  certain  retirement  plans
designed to meet the requirements of Section 401 of the Code.

You may name more than one primary and more than one contingent Beneficiary, and
if you do, the  proceeds  will be paid in equal  shares to the  survivors in the
appropriate  beneficiary class,  unless you have requested otherwise In Writing.
If the primary  Beneficiary  dies before  death  proceeds  become  payable,  the
proceeds will become payable to the contingent Beneficiary. If no Beneficiary is
alive when death proceeds  become  payable or in the absence of any  Beneficiary
designation, the proceeds will vest in you or your estate.

     ACCOUNT VALUE AND SURRENDER VALUE: In the  accumulation  phase your Annuity
has an Account Value.  Your total Account Value is the sum of your Account Value
in each  investment  option.  Surrender  Value  is the  Account  Value  less any
applicable contingent deferred sales charge and any applicable maintenance fee.

     Account  Value  in  the  Sub-accounts:  We  determine  your  Account  Value
separately  for  each  Sub-account.  To  determine  the  Account  Value  in each
Sub-account we multiply the Unit Price as of the Valuation  Period for which the
calculation is being made times the number of Units  attributable to you in that
Sub-account  as of that  Valuation  Period.  The method we use to determine Unit
Prices is shown in the Statement of Additional Information.

The number of Units  attributable to you in a Sub-account is the number of Units
you purchased less the number transferred or withdrawn.  We determine the number
of Units involved in any transaction specified in dollars by dividing the dollar
value of the transaction by the Unit Price of the effected Sub-account as of the
Valuation Period applicable to such transaction.

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



<PAGE>


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

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

                                     where:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

     RIGHTS,  BENEFITS  AND  SERVICES:  The  Annuity  provides  various  rights,
benefits and services  subsequent  to its issuance and your  decision to keep it
beyond the free-look period. A number of these rights, benefits and services, as
well as some of the  rules  and  conditions  to  which  they  are  subject,  are
described  below.  These  rights,  benefits  and services  include,  but are not
limited to: (a) making  additional  Purchase  Payments;  (b) changing  revocable
designations;  (c) transferring  Account Values between investment options;  (d)
receiving lump sum payments,  Systematic  Withdrawals or Minimum  Distributions,
annuity payments and death benefits; (e) transferring or assigning your Annuity;
(f) exercising  certain voting rights in relation to the underlying mutual funds
in which the  Sub-accounts  invest;  and (g)  receiving  reports.  These rights,
benefits and services may be limited,  eliminated  or altered when an Annuity is
purchased in conjunction  with a qualified plan. We may require  presentation of
proper identification, including a personal identification number ("PIN") issued
by us, prior to accepting any  instruction by telephone.  We forward your PIN to
you shortly  after your  Annuity is issued.  To the extent  permitted  by law or
regulation,  neither we nor any person  authorized by us will be responsible for
any claim, loss, liability or expense in connection with a telephone transfer if
we or such other person acted on telephone  transfer  instructions in good faith
in  reliance  on  your  telephone  transfer   authorization  and  on  reasonable
procedures to identify persons so authorized through  verification methods which
may  include  a  request  for  your  Social   Security   number  or  a  personal
identification  number (PIN) as issued by us. We may be liable for losses due to
unauthorized  or fraudulent  instructions  should we not follow such  reasonable
procedures.

   
     Additional  Purchase  Payments:  The  minimum for any  additional  Purchase
Payment  is  $100,  except  as  part  of a  bank  drafting  program  (see  "Bank
Drafting"),  or  unless we  authorize  lower  payments  pursuant  to a  Periodic
Purchase  Payment  program (see  "Periodic  Purchase  Payments"),  or less where
required by law. Additional Purchase Payments may be paid at any time before the
Annuity  Date.  Subject to our  allocation  rules,  we allocate  additional  Net
Purchase  Payments  according to your  instructions.  Should no  instructions be
received, we shall return your additional Purchase Payment.
    

     Changing Revocable  Designations:  Unless you indicated that a prior choice
was irrevocable or your Annuity has been endorsed to limit certain changes,  you
may request to change Owner, Annuitant and Beneficiary designations by sending a
request In Writing.  Where  allowed by law,  such changes will be subject to our
acceptance.  Some of the changes we will not accept include, but are not limited
to:  (a) a new  Owner  subsequent  to the death of the Owner or the first of any
joint Owners to die, except where a spouse-Beneficiary has become the Owner as a
result of an Owner's death;  (b) a new Annuitant  subsequent to the Annuity Date
if the  annuity  option  selected  includes  a life  contingency;  and (c) a new
Annuitant prior to the Annuity Date if the Annuity is owned by an entity.

   
     Allocation Rules: In the accumulation phase, you may maintain Account Value
in up to ten Sub-accounts.  Currently, you may also maintain an unlimited number
of Fixed  Allocations.  We reserve the right, to the extent permitted by law, to
limit the number of fixed  allocations  or the amount  you may  allocate  to any
Fixed  Allocation.  Should you request a transaction  that would leave less than
any  minimum  amount we then  require in an  investment  option,  we reserve the
right, to the extent  permitted by law, to add the balance of your Account Value
in the applicable  Sub-account or Fixed  Allocation to the transaction and close
out your balance in that investment option.
    

Should you either: (a) request  rebalancing  services (see  "Rebalancing");  (b)
authorize an  independent  third party to transact  transfers on your behalf and
such third party  arranges for  rebalancing of any portion of your Account Value
in  accordance  with  any  asset  allocation  strategy;   or  (c)  authorize  an
independent third party to transact transfers in accordance with a market timing
strategy;  then all Purchase  Payments,  including the initial Purchase Payment,
received while your Annuity is subject to such an  arrangement  are allocated to
the  same  investment  options  and in the  same  proportions  as then  required
pursuant  to the  applicable  rebalancing,  asset  allocation  or market  timing
program,  unless  we  have  received  alternate  instructions.  Such  allocation
requirements  terminate  simultaneous to the termination of an authorization for
rebalancing or any authorization to a third party to transact  transfers on your
behalf.

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

     Transfers: In the accumulation phase you may transfer Account Value between
investment  options,  subject to our allocation rules (see "Allocation  Rules").
Transfers  are not  subject  to  taxation  (see  "Transfers  Between  Investment
Options").  We charge $10.00 for each transfer after the twelfth in each Annuity
Year,  including transfers transacted as part of a dollar cost averaging program
(see  "Dollar  Cost  Averaging")  or  any  rebalancing,   market  timing,  asset
allocation  or similar  program which you employ or you authorize to be employed
on your behalf.  Renewals or transfers of Account Value from a Fixed  Allocation
at the end of its  Guarantee  Period are not subject to the transfer  charge and
are not counted in  determining  whether  other  transfers may be subject to the
transfer charge (see  "Renewals").  Your transfer  request must be In Writing or
meet our requirements for accepting instructions we receive over the phone.

We reserve the right to limit the number of  transfers  in any Annuity  Year for
all  existing  or new Owners.  We also  reserve the right to limit the number of
transfers in any Annuity Year or to refuse any transfer  request for an Owner or
certain Owners if we believe that: (a) excessive trading by such Owner or Owners
or a  specific  transfer  request  or  group  of  transfer  requests  may have a
detrimental  effect on Unit Values or the share prices of the underlying  mutual
funds; or (b) we are informed by one or more of the underlying mutual funds that
the purchase or redemption  of shares is to be  restricted  because of excessive
trading  or a  specific  transfer  or group of  transfers  is  deemed  to have a
detrimental effect on share prices of affected underlying mutual funds.

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

In order to help you determine  whether you wish to transfer Account Values to a
Fixed  Allocation,  you may obtain our Current Rates by writing us or calling us
at 1-800-766-4530 [1-800-444-3970].
    

Where  permitted  by law, we may accept your  authorization  of a third party to
transfer Account Values on your behalf,  subject to our rules. We may suspend or
cancel such  acceptance  at any time.  We notify you of any such  suspension  or
cancellation.  We may restrict the investment options that will be available for
transfers or allocations of Net Purchase Payments during any period in which you
authorize  such third party to act on your  behalf.  We give the third party you
authorize prior  notification  of any such  restrictions.  However,  we will not
enforce such a restriction if we are provided evidence  satisfactory to us that:
(a) such third party has been appointed by a court of competent  jurisdiction to
act on your behalf;  or (b) such third party has been appointed by you to act on
your behalf for all your financial affairs.

We or an affiliate of ours may provide  administrative or other support services
to independent  third parties you authorize to conduct  transfers on your behalf
or  who  provide  recommendations  as to  how  your  Account  Values  should  be
allocated.  This includes, but is not limited to, rebalancing your Account Value
among  investment  options in  accordance  with  various  investment  allocation
strategies such third party may employ,  or transferring  Account Values between
investment options in accordance with market timing strategies  employed by such
third parties.  Such  independent  third parties may or may not be appointed our
agents for the sale of Annuities. However, we do not engage any third parties to
offer  investment  allocation  services  of any type,  so that  persons or firms
offering such services do so independent from any agency  relationship  they may
have with us for the sale of Annuities.  We therefore take no responsibility for
the investment allocations and transfers transacted on your behalf by such third
parties or any investment allocation recommendations made by such parties. We do
not currently charge you extra for providing these support services.

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

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

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

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

     Dollar Cost Averaging:  We offer dollar cost averaging in the  accumulation
phase.  Dollar cost  averaging  is a program  designed  to provide for  regular,
approximately  level  investments over time. You may choose to transfer earnings
only, principal plus earnings or a flat dollar amount. We make no guarantee that
a dollar cost  averaging  program  will result in a profit or protect  against a
loss in a declining  market.  You may select this program by  submitting to us a
request In Writing. You may cancel your participation in this program In Writing
or  by  phone  if  you  have  previously   authorized  our  acceptance  of  such
instructions.

Dollar cost averaging is available from any of the investment  options we choose
to make available for such a program. Your Annuity must have an Account Value of
not less than  $10,000  at the time we accept  your  request  for a dollar  cost
averaging  program.  Transfers under a dollar cost averaging program are counted
in  determining  the  applicability  of the transfer fee (see  "Transfers").  We
reserve the right to limit the  investment  options into which Account Value may
be transferred as part of a dollar cost averaging  program.  We currently do not
permit dollar cost  averaging  programs  where Account Value is  transferred  to
Fixed Allocations. We also reserve the right to charge a processing fee for this
service.  Should we  suspend  or  cancel  the  offering  of this  service,  such
suspension or  cancellation  will not affect any dollar cost averaging  programs
then in effect.  Dollar cost  averaging is not  available  while a  rebalancing,
asset  allocation or market  timing type of program is used in  connection  with
your Annuity.

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

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

     Rebalancing:  We offer, during the accumulation phase, automatic quarterly,
semi-annual or annual rebalancing among the variable  investment options of your
choice. This provides the convenience of automatic rebalancing without having to
provide us instructions on a periodic basis.  Failure to choose this option does
not prevent you from providing us with transfer  instructions  from time-to-time
that have the effect of  rebalancing.  It also does not prevent other  requested
transfers from being transacted.

   
     Under this  program,  Account  Values in  variable  investment  options are
rebalanced  quarterly,   semi-annually  or  annually,  as  applicable,   to  the
percentages you request.  The rebalancing may occur quarterly,  semi-annually or
annually  based upon the Issue Date.  If a transfer is requested  involving  any
investment  option  participating  in  an  automatic   rebalancing  program,  we
automatically alter the rebalancing percentages going forward (unless we receive
alternate  instructions)  to the ratios  between  Account Values in the variable
investment  options as of the effective date of such requested  transfer once it
has been  processed.  Automatic  rebalancing  is delayed  one quarter if Account
Value is being maintained in the AST Money Market [GAL Money Market] Sub-account
for the duration of your  Annuity's  "free-look"  period and  rebalancing  would
otherwise occur during such period (see "Allocation of Net Purchase Payments").
    

You may change the percentage  allocable to each variable  investment  option at
any time. However,  you may not choose to allocate less than 5% of Account Value
to any variable investment option.

We do not offer automatic rebalancing in connection with Fixed Allocations.  The
Account  Value of your  Annuity  must be at least  $10,000  when we receive your
automatic  rebalancing  request.  We may require  that all  variable  investment
options in which you  maintain  Account  Value  must be used in the  rebalancing
program.  You may maintain  Account  Value in at least two and not more than ten
variable  investment  options  when  using a  rebalancing  program.  You may not
simultaneously participate in rebalancing and dollar cost averaging. Rebalancing
also is not available  when a program of Systematic  Withdrawals  of earnings or
earnings plus principal is in effect.

For purposes of  determining  the number of transfers  made in any Annuity Year,
all rebalancing  transfers made on the same day are treated as one transfer.  We
reserve the right to charge a processing fee for signing up for this service.

To elect to participate or to terminate  participation in automatic rebalancing,
we may require  instructions In Writing at our Office in a form  satisfactory to
us.

     Distributions:   Distributions  available  from  your  Annuity  during  the
accumulation  phase  include  surrender,   medically-related   surrender,   free
withdrawals, partial withdrawals,  Systematic Withdrawals, Minimum Distributions
(in relation to qualified plans) and a death benefit. In the payout phase we pay
annuity  payments.  Distributions  from your  Annuity  generally  are subject to
taxation,  and may be  subject  to a tax  penalty  as  well  (see  "Certain  Tax
Considerations").  You may wish to consult a  professional  tax  advisor for tax
advice prior to  exercising  any right to an elective  distribution.  During the
accumulation phase, any distribution other than a death benefit:  (a) must occur
prior to any death that would cause a death benefit to become  payable;  and (b)
will occur subsequent to our receipt of a completed request In Writing.

     Surrender:  Surrender of your Annuity for its Surrender  Value is permitted
during the accumulation  phase. A contingent  deferred sales charge may apply to
such  surrender (see  "Contingent  Deferred  Sales  Charge").  Your Annuity must
accompany your surrender request.

   
     Medically-Related  Surrender:  Where  permitted  by law,  you may  apply to
surrender  your  Annuity  for its Account  Value prior to the Annuity  Date upon
occurrence of a "Contingency  Event". The Annuitant must be alive as of the date
we pay the  proceeds  of such  surrender  request.  If the  Owner is one or more
natural  persons,  all such  Owners  must also be alive at such  time.  Specific
details  and  definitions  of terms in  relation  to this  benefit may differ in
certain  jurisdictions.  This waiver of any applicable contingent deferred sales
charge is subject  to our rules.  This  benefit  is not  available  if the total
Purchase  Payments  received exceed  $500,000.00 for all annuities  issued by us
with this benefit for which the same person is named as Annuitant. For contracts
issued before May 1, 1996 a "Contingency Event" occurs if the Annuitant is:
    

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

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

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

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

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

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

   
The maximum amount available as a free withdrawal  depends on its Issue Date and
the jurisdiction in which your Annuity is delivered.
    

         (1) For Annuities used in connection with retirement  plans designed to
meet the  requirements of Section 401 of the Code, the maximum amount  available
as a free withdrawal, where permitted by law, is the greater of (a), (b) or (c),
where:

     (a)  is the then current "emergency withdrawal amount" (defined below);
     (b)  is the Annuity's "growth" (defined below); and

   
    (c)  is 20% of "new" Purchase Payments ("new" Purchase Payments are defined 
          below) less prior free  withdrawals  or amounts deemed to come from
          free withdrawals during the then current Annuity Year.
    

     (2) For  all  other  Annuities,  the  maximum  amount  available  as a free
withdrawal is the greater of (a), (b) or (c), where:

     (a) is the then current "emergency withdrawal amount" (defined below);

     (b) is the Annuity's "growth" (defined below); and

   
    (c) is 10% of "new" Purchase Payments ("new" Purchase Payments are defined  
         below) less prior free  withdrawals  or amounts deemed to come from
         free withdrawals during the then current Annuity Year.


The "emergency  withdrawal  amount"  depends on the  jurisdiction  in which your
Annuity is issued and the date it is issued, as follows:

     (i) For Annuities  purchased before May 1, 1996, the "emergency  withdrawal
amount" in the first  Annuity Year is zero.  Thereafter,  it equals 35% of "new"
Purchase Payments, less the sum of all prior withdrawals of any type.

     (ii) For Annuities purchased on or after May 1, 1996, except where required
by law,  a new,  revised  emergency  withdrawal  provision  applies.  Under this
revised provision, the "emergency withdrawal amount" on the Issue Date is 10% of
the  initial  Purchase  Payment.  It is  subsequently  increased  by 10% of each
additional "new" Purchase  Payments and by 10% of all "new" Purchase Payments at
the  start of each  Annuity  Year,  to a maximum  of 50% of all  "new"  Purchase
Payments.  It is then  reduced  by an amount  equal to the sum of all prior free
withdrawals or amounts deemed to come from free withdrawals.

[The  "emergency  withdrawal  amount"  on the Issue  Date is 10% of the  initial
Purchase Payment.  It is subsequently  increased by 10% of each additional "new"
Purchase Payments and by 10% of all "new" Purchase Payments at the start of each
Annuity Year,  to a maximum of 50% of all "new"  Purchase  Payments.  It is then
reduced by an amount equal to the sum of all prior free  withdrawals  or amounts
deemed to come from free withdrawals.]

"Growth" equals the then current Account Value less all "unliquidated"  Purchase
Payments  and less the value at the time  credited  of any  exchange  credits or
Additional  Amounts  (see  "Additional  Amounts  in  the  Fixed   Allocations").
"Unliquidated"  means not previously  surrendered  or withdrawn.  "New" Purchase
Payments are those received in the seven (7) years prior to the date as of which
a free withdrawal occurs. For purposes of the contingent  deferred sales charge,
amounts  withdrawn as a free  withdrawal  are not  considered a  liquidation  of
Purchase Payments.  Therefore, any free withdrawal will not reduce the amount of
any applicable  contingent  deferred sales charge upon any partial withdrawal or
subsequent surrender.

In jurisdictions where the revised emergency withdrawal amount as set forth in c
(i) above is not available,  the existing emergency  withdrawal amount provision
applies.  As of the date of this  Prospectus,  we had  obtained or were  seeking
approval, where required, in all jurisdictions to use the revised provision. Our
intention  is  to  implement  the  revised  provision  for  new  Annuities  in a
jurisdiction  as soon as  practicable  after  we  obtain  approval.  YOU  SHOULD
PARTICULARLY NOTE DURING THE "FREE-LOOK" PERIOD THE EMERGENCY  WITHDRAWAL AMOUNT
PROVISION  INCLUDED IN ANY ANNUITY ISSUED TO YOU. Unless a change is required by
law, the emergency  withdrawal amount provision included in your Annuity may not
be changed without both your and our consent.

Partial Withdrawals: You may withdraw part of your Surrender Value. The
minimum partial  withdrawal is $100. The Surrender Value that must remain in the
Annuity  as of the date of this  transaction  is  $1,000.  If the  amount of the
partial withdrawal request exceeds the maximum amount available,  we reserve the
right to treat your request as one of a full surrender.
    

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

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

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

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

         (4)      Other Surrender Value.

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

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

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

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

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

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

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

We reserve  the right to charge a  processing  fee for this  service.  Should we
suspend  or  cancel  offering   Systematic   Withdrawals,   such  suspension  or
cancellation will not affect any Systematic Withdrawal programs then in effect.

     Minimum  Distributions:   You  may  elect  to  have  us  calculate  Minimum
Distributions  annually  if your  Annuity  is being used for  certain  qualified
purposes  under the  Code.  We  calculate  such  amounts  assuming  the  Minimum
Distribution  amount is based solely on the value of your Annuity.  The required
Minimum  Distribution amounts applicable to your particular situation may depend
on other annuities,  savings or investments of which we are unaware, so that the
required amount may be greater than the Minimum Distribution amount we calculate
based on the value of your  Annuity.  We  reserve  the right to charge a fee for
each annual  calculation.  Minimum  Distributions  are not  available if you are
taking Systematic Withdrawals (see "Systematic  Withdrawals").  You may elect to
have  Minimum  Distributions  paid  out  monthly,  quarterly,  semi-annually  or
annually.

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

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

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

     Death Benefit:  In the accumulation  phase, a death benefit is payable.  If
the  Annuity is owned by one or more  natural  persons,  it is payable  upon the
first  death of such  Owners.  If the  Annuity is owned by an entity,  the death
benefit  is  payable  upon the  Annuitant's  death,  if  there is no  Contingent
Annuitant. If a Contingent Annuitant was designated before the Annuitant's death
and the Annuitant  dies,  the  Contingent  Annuitant then becomes the Annuitant.
There may be adverse tax  consequences  for certain entity Owners if they name a
Contingent Annuitant (see "Ownership, Annuitant and Beneficiary Designations").

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

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

     (1) If death occurs prior to the  decedent's  age 90: the death  benefit is
the greater of your Account Value in Sub-accounts  plus the Interim Value of any
Fixed Allocations,  or the minimum death benefit ("Minimum Death Benefit").  The
Minimum  Death  Benefit is the sum of all Purchase  Payments less the sum of all
withdrawals.

     (2) If death occurs when the decedent is age 90 or older: the death benefit
is your Account Value.

     (3) If a decedent  was not named an Owner or Annuitant as of the Issue Date
and did not become such as a result of a prior Owner's or Annuitant's death: the
Minimum  Death Benefit is suspended as to that person for a two year period from
the date he or she first became an Owner or Annuitant.  If that  person's  death
occurs  during the  suspension  period and prior to age 90, the death benefit is
your  Account  Value  in  Sub-accounts  plus  the  Interim  Value  of any  Fixed
Allocations.  If death occurs during the suspension period when such decedent is
age 90 or older,  the death benefit is your Account Value.  After the suspension
period is completed, the death benefit is the same as if such person had been an
Owner or Annuitant on the Issue Date.

The  amount of the death  benefit  is  determined  as of the date we  receive In
Writing:  (a) "due proof of death"; (b) all  representations we require or which
are mandated by applicable  law or regulation in relation to the death claim and
the payment of death  proceeds;  and (c) any applicable  election of the mode of
payment of the death benefit,  if not previously elected by the Owner. The death
benefit is reduced by any annuity  payments made prior to the date we receive In
Writing such due proof of death. The following constitutes "due proof of death":
(a) a certified copy of a death certificate; (b) a certified copy of a decree of
a court of competent  jurisdiction  as to the finding of death; or (c) any other
proof satisfactory to us.

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

In the event of your death,  the benefit must be  distributed  within:  (a) five
years of the date of death;  or (b) over a period not extending  beyond the life
expectancy of the Beneficiary or over the life of the Beneficiary.  Distribution
after your death to be paid under (b) above,  must  commence  within one year of
the date of death.

If the Annuitant  dies before the Annuity Date,  the  Contingent  Annuitant will
become the  Annuitant.  Where  allowed by law, if the Annuity is owned by one or
more natural  persons,  the oldest of any such Owners not named as the Annuitant
immediately  becomes the Contingent  Annuitant if: (a) the Contingent  Annuitant
predeceases  the  Annuitant;  or  (b)  if you  do  not  designate  a  Contingent
Annuitant.

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

     Annuity  Payments:  Annuity  payments  can be  guaranteed  for life,  for a
certain  period,  or for a certain  period  and life.  We make  available  fixed
payments,  and as of the date of this Prospectus,  adjustable payments (payments
which may or may not be changed on specified  adjustment  dates based on annuity
purchase rates we are then making available to annuities of the same class).  We
may or may not be making adjustable  annuities available on the Annuity Date. To
the extent  there is any tax basis in the  annuity,  a portion  of each  annuity
payment is treated  for tax  purposes  as a return of such basis  until such tax
basis is  exhausted.  The amount  deemed such a return of basis is determined in
accordance with the requirements of the Code (see "Certain Tax Considerations").

You may choose an Annuity Date,  an annuity  option and the frequency of annuity
payments  when you  purchase  an  Annuity,  or at a later  date.  Your choice of
Annuity  Date and  annuity  option may be limited  depending  on your use of the
Annuity and the applicable jurisdiction. Subject to our rules, you may choose an
Annuity  Date,  option and  frequency  of  payments  suitable  to your needs and
circumstances.  You should consult with competent tax and financial  advisors as
to the appropriateness of any such choice.  Should Annuities subject to New York
law be made  available,  the Annuity Date for such  Annuities may not exceed the
first day of the calendar month following the Annuitant's  85th birthday.  Other
jurisdictions may impose similar requirements.

You may change your choices at any time up to 30 days before the earlier of: (a)
the date we would have applied your Account  Value to an annuity  option had you
not made the  change;  or (b) the date we will  apply your  Account  Value to an
annuity option in relation to the new Annuity Date you are then  selecting.  You
must request  this change In Writing.  The Annuity Date must be the first or the
fifteenth day of a calendar month.

In the absence of an election In Writing:  (a) the Annuity Date is the first day
of the calendar month first following the later of the Annuitant's 85th birthday
or the  fifth  anniversary  of our  receipt  at our  Office of your  request  to
purchase an Annuity;  and (b) where allowed by law, fixed monthly  payments will
commence  under  option  2,  described  below,  with 10  years  certain.  Should
Annuities subject to New York law be made available,  for such Annuities, in the
absence of an election In Writing:  (a) the Annuity Date is the first day of the
calendar month  following the Annuitant's  85th birthday;  and (b) fixed monthly
payments will commence under Option 2, described  below,  with 10 years certain.
Other jurisdictions may impose similar requirements. The amount to be applied is
your  Annuity's  Account  Value 15 business  days prior to the Annuity  Date. In
determining  your annuity  payments,  we credit  interest using our then current
crediting rate for this purpose, which is not less than 3% of interest per year,
between the date Account  Value is applied to an annuity  option and the Annuity
Date. If there is any remaining  contingent  deferred sales charge applicable as
of the Annuity Date,  then the annuity  option you select must include a certain
period of not less than 5 years'  duration.  As a result  of this  rule,  making
additional Purchase Payments within seven years of the Annuity Date will prevent
you from choosing an annuity  option with a certain period of less than 5 years'
duration.  Annuity  options in addition to those  shown are  available  with our
consent.  The minimum  initial  amount  payable is the minimum  initial  annuity
amount we allow under our then current rules.  Should you wish to receive a lump
sum payment,  you must request to  surrender  your Annuity  prior to the Annuity
Date (see "Surrender").

You may elect to have any amount of the proceeds due to the Beneficiary  applied
under any of the options  described below, but only to the extent selecting such
an option  does not alter the tax status of the  Annuity.  Except  where a lower
amount is required by law, the minimum monthly annuity payment is $100.

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

For purposes of the annuity options  described  below, the term "key life" means
the  person  or  persons  upon  whose  life  any  payments  dependent  upon  the
continuation of life are based.

         (1) Option 1 - Payments for Life: Under this option,  income is payable
periodically  prior to the  death  of the key  life,  terminating  with the last
payment  due  prior to such  death.  Since no  minimum  number  of  payments  is
guaranteed,  this option  offers the maximum  level of periodic  payments of the
life contingent  annuity  options.  It is possible that only one payment will be
payable if the death of the key life occurs  before the date the second  payment
was due, and no other payments nor death benefits would be payable.

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

         (3) Option 3 - Payments Based on Joint Lives: Under this option, income
is  payable  periodically  during  the  joint  lifetime  of two key  lives,  and
thereafter during the remaining lifetime of the survivor,  ceasing with the last
payment  prior to the  survivor's  death.  No  minimum  number  of  payments  is
guaranteed  under this  option.  It is possible  that only one  payment  will be
payable  if the death of all the key lives  occurs  before  the date the  second
payment was due, and no other payments nor death benefits would be payable.

         (4) Option 4 - Payments for a Certain Period: Under this option, income
is payable  periodically for a specified number of years. The number of years is
subject to our then  current  rules.  Should the payee die before the end of the
specified number of years, the remaining payments are paid to the Beneficiary to
the end of such period.  Note that under this option,  payments are not based on
how  long we  expect  any key  life to  live.  Therefore,  that  portion  of the
mortality  risk  charge  assessed  to cover the risk that key lives  outlive our
expectations provides no benefit to an Owner selecting this option.

   
The first payment varies according to the annuity options and payment  frequency
selected.  The first periodic  payment is determined by multiplying  the Account
Value  (expressed  in  thousands  of dollars) as of the close of business on the
fifteenth day preceding the Annuity Date,  plus interest at not less than 3% per
year from such date to the  Annuity  Date,  by the amount of the first  periodic
payment per $1,000 of value  obtained  from our  annuity  rates for that type of
annuity and for the  frequency of payment  selected.  Our rates will not be less
than our guaranteed  minimum rates.  These guaranteed  minimum rates are derived
from the 1983a  Individual  Annuity  Mortality Table with ages set back one year
for males and two years for females and with an assumed  interest rate of 3% per
annum.  Where required by law or regulation,  such annuity table will have rates
that do not differ according to the gender of the key life. Otherwise, the rates
will differ according to the gender of the key life.
    

     Qualified Plan Withdrawal Limitations: The Annuities are endorsed such that
there are surrender or withdrawal  limitations  when used in relation to certain
retirement plans for employees which qualify under various sections of the Code.
These  limitations  do  not  affect  certain  roll-overs  or  exchanges  between
qualified  plans.  Distribution of amounts  attributable to  contributions  made
pursuant to a salary reduction agreement (as defined in Code section 403(b)), or
attributable  to transfers to a tax sheltered  annuity from a custodial  account
(as defined in Code section  403(b)(7)),  is restricted to the  employee's:  (a)
separation  from  service;  (b) death;  (c)  disability  (as  defined in Section
72(m)(7)  of the Code);  (d)  reaching  age 59 1/2;  or (e)  hardship.  Hardship
withdrawals  are  restricted  to  amounts   attributable  to  salary   reduction
contributions,  and do not  include  investment  results.  In  the  case  of tax
sheltered annuities,  these limitations do not apply to certain salary reduction
contributions made and investment results earned prior to dates specified in the
Code.  In addition,  the  limitation on hardship  withdrawals  does not apply to
salary reduction contributions made and investment results earned prior to dates
specified  in the Code  which have been  transferred  from  custodial  accounts.
Rollovers  from the  types of plans  noted to  another  qualified  plan or to an
individual  retirement account or individual  retirement annuity are not subject
to the limitations noted. Certain distributions,  including rollovers,  that are
not transferred directly to the trustee of another qualified plan, the custodian
of an individual  retirement  account or the issuer of an individual  retirement
annuity may be subject to automatic 20% withholding for Federal income tax. This
may  also  trigger   withholding  for  state  income  taxes  (see  "Certain  Tax
Considerations").

We may make annuities  available through the Texas Optional  Retirement  Program
subsequent to receipt of the required  regulatory  approvals and implementation.
In addition to the  restrictions  required for such  Annuities to qualify  under
Section 403(b) of the Code,  Annuities  issued in the Texas Optional  Retirement
Program  are  amended as follows:  (a) no  benefits  are payable  unless you die
during, or are retired or terminated from,  employment in all Texas institutions
of higher  education;  and (b) if a second year of participation in such program
is not  begun,  the  total  first  year  State of  Texas'  contribution  will be
returned, upon its request, to the appropriate institute of higher education.

With respect to the  restrictions on withdrawals set forth above, we are relying
upon:  1) a  no-action  letter  dated  November  28,  1988 from the staff of the
Securities  and Exchange  Commission to the American  Council of Life  Insurance
with  respect  to  annuities  issued  under  Section  403(b)  of the  Code,  the
requirements  of which have been complied with by the us; and 2) Rule 6c-7 under
the 1940 Act with respect to annuities made available through the Texas Optional
Retirement Program, the requirements of which have been complied with by the us.

     Pricing  of  Transfers  and   Distributions:   We  "price"   transfers  and
distributions on the dates indicated below.

         (1) We price  "scheduled"  transfers and  distributions  as of the date
such transactions are so scheduled.  "Scheduled"  transactions include transfers
under  a  dollar  cost  averaging  program,   Systematic  Withdrawals,   Minimum
Distributions,  transfers previously scheduled with us at our Office pursuant to
any on-going  rebalancing,  asset  allocation  or similar  program,  and annuity
payments.

         (2) We price  "unscheduled"  transfers,  partial  withdrawals  and free
withdrawals  as of the  date we  receive  at our  Office  the  request  for such
transactions.   "Unscheduled"  transfers  include  any  transfers  processed  in
conjunction  with  any  market  timing  program,  or  transfers  not  previously
scheduled with us at our Office pursuant to any rebalancing, asset allocation or
similar program which you employ or you authorize to be employed on your behalf.
"Unscheduled"   transfers  received  pursuant  to  an  authorization  to  accept
transfers  over the phone are priced as of the  Valuation  Period we receive the
request at our Office for such transactions.

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

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

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

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

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

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

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

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

     Transfers, Assignments or Pledges: Generally, your rights in an Annuity may
be transferred, assigned or pledged for loans at any time. However, these rights
may be limited depending on your use of the Annuity.  These  transactions may be
subject  to  income  taxes  and  certain   penalty   taxes  (see   "Certain  Tax
Considerations").  You may  transfer,  assign or pledge  your  rights to another
person at any time,  prior to any death upon which the death benefit is payable.
You must request a transfer or provide us a copy of the assignment In Writing. A
transfer or  assignment is subject to our  acceptance.  Prior to receipt of this
notice,  we will not be deemed to know of or be obligated  under any  assignment
prior to our receipt and acceptance thereof. We assume no responsibility for the
validity  or  sufficiency  of any  assignment.  Transfer  of all or a portion of
ownership rights may affect the minimum death benefit (see "Death Benefits").

   
     Reports to You: We mail to Owners,  at their last known  address of record,
any  statements and reports  required by applicable  law or  regulation.  Owners
should  therefore  give  us  prompt  notice  of any  address  change.  We send a
confirmation  statement  to Owners  each time a  transaction  is made  affecting
Account Value, such as making additional Purchase Payments, transfers, exchanges
or  withdrawals.  Quarterly  statements  are also mailed  detailing the activity
affecting your Annuity during the calendar quarter.  You may request  additional
reports.  We  reserve  the right to  charge  up to $50 for each such  additional
report.  Instead of immediately  confirming  transactions  made pursuant to some
type of periodic transfer program (such as a dollar cost averaging program) or a
periodic Purchase Payment program,  such as a salary reduction  arrangement,  we
may confirm such  transactions  in quarterly  statements.  You should review the
information in these  statements  carefully.  All errors or corrections  must be
reported to us at our Office  immediately  to assure  proper  crediting  to your
Annuity. For transactions for which we immediately send confirmations, we assume
all  transactions  are accurate  unless you notify us  otherwise  within 30 days
after the date of the transaction.  For transactions  that are only confirmed on
the quarterly  statement,  we assume all  transactions  are accurate  unless you
notify  us within 30 days of the end of the  calendar  quarter.  We also send to
Owners each year an annual report and a semi-annual report containing  financial
statements  for the  applicable  Sub-accounts,  as of  December  31 and June 30,
respectively.
    

     SALE OF THE ANNUITIES:  American  Skandia  Marketing,  Incorporated  ("ASM,
Inc."),   formerly  Skandia  Life  Equity  Sales  Corporation,   a  wholly-owned
subsidiary  of American  Skandia  Investment  Holding  Corporation,  acts as the
principal  underwriter of the Annuities.  ASM, Inc.'s principal business address
is One Corporate Drive, Shelton, Connecticut 06484. ASM, Inc. is a member of the
National Association of Securities Dealers, Inc. ("NASD").

   
     Distribution:  ASM,  Inc.  will enter  into  distribution  agreements  with
certain broker-dealers  registered under the Securities and Exchange Act of 1934
or with entities  which may otherwise  offer the Annuities  that are exempt from
such  registration.  Under such distribution  agreements such  broker-dealers or
entities may offer Annuities to persons who have established an account with the
broker-dealer or entity. In addition,  ASM, Inc. may offer Annuities directly to
potential  purchasers.  The maximum  initial  concession  to be paid on premiums
received  is 7.0% and a portion  of  compensation  may be paid from time to time
based on all or a  portion  of  Account  Value.  We  reserve  the  right to base
concessions  from  time-to-time  on the  investment  options  chosen by  Annuity
Owners,  including  investment  options that may be deemed our  "affiliates"  or
"affiliates" of ASM, Inc. under the Investment Company Act of 1940.

As of the date of this  Prospectus,  we expect to pay an on-going service fee in
relation to providing  certain  statistical  information  upon request by Owners
about the variable investment options and the underlying mutual fund portfolios.
The fee is payable to the  service  providers  based on your  Annuity's  Account
Value maintained in the variable  investment options. No fee is payable based on
any  Account   Values   maintained   in  any  Fixed   Allocations.   Under  most
circumstances,  we will engage the broker-dealer of record for your Annuity,  or
the entity of record is such entity could offer Annuities with registration as a
broker-dealer  (i.e.  certain  banks),  to be your resource for the  statistical
information,  and to be available  upon your request to both provide and explain
such information to you. The  broker-dealer of record or the entity of record is
the firm which sold you the Annuity,  unless later changed.  Some portion of the
fee we pay for this  service may be payable to your  representative.  Therefore,
your  representative may receive on-going service fee compensation,  but only in
relation to Account Values maintained in variable investment options.
    

As of the date of this  Prospectus,  we were  promoting the sale of our products
and the solicitation of additional purchase payments, where applicable,  for our
products,  including  Annuities  offered pursuant to this Prospectus,  through a
program of  non-cash  rewards to  registered  representatives  of  participating
broker-dealers. We may withdraw or alter this promotion at any time.

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

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

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

Some of the underlying mutual fund portfolios  existed prior to the inception of
these   Sub-accounts.   Performance   quoted  in   advertising   regarding  such
Sub-accounts  may indicate  periods during which the  Sub-accounts  have been in
existence but prior to the initial offering of the Annuities,  or periods during
which the  underlying  mutual fund  portfolios  have been in existence,  but the
Sub-accounts  have not. Such  hypothetical  performance is calculated  using the
same assumptions  employed in calculating  actual performance since inception of
the Sub-accounts.

As part of any  advertisement  of Standard  Total  Return,  we may advertise the
"Non-standard Total Return" of the Sub-accounts.  Non-standard Total Return does
not take into consideration the Annuity's contingent deferred sales charge.

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

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

     CERTAIN TAX  CONSIDERATIONS:  The  following is a brief  summary of certain
Federal income tax laws as they are currently interpreted. No one can be certain
that the laws or  interpretations  will  remain  unchanged  or that  agencies or
courts  will  always  agree  as to how  the  tax  law or  regulations  are to be
interpreted.  This  discussion  is not  intended as tax advice.  You may wish to
consult  a  professional  tax  advisor  for tax  advice  as to  your  particular
situation.

     Our Tax Considerations: We are taxed as a life insurance company under Part
I, subchapter L, of the Code.

     Tax Considerations Relating to Your Annuity: Section 72 of the Code governs
the  taxation  of  annuities  in  general.  Taxation  of an  annuity  is largely
dependent upon: (a) whether it is used in a qualified  pension or profit sharing
plan or other retirement  arrangement  eligible for special  treatment under the
Code;  and (b) the  status  of the  beneficial  owner  as  either a  natural  or
non-natural  person (when the annuity is not used in a retirement  plan eligible
for special tax treatment).  Non-natural persons include  corporations,  trusts,
and partnerships,  except where these entities own an annuity for the benefit of
a natural person. Natural persons are individuals.

     Non-natural  Persons:  Any  increase  during a tax year in the  value of an
annuity if not used in a retirement  plan eligible for special  treatment  under
the Code is currently  includible  in the gross income of a  non-natural  person
that is the contractholder. There are exceptions if an annuity is held by: (a) a
structured  settlement  company;  (b) an employer  with  respect to a terminated
pension plan; (c) entities  other than  employers,  such as a trust,  holding an
annuity as an agent for a natural person;  or (d) a decedent's  estate by reason
of the death of the decedent.

     Natural   Persons:   Increases   in  the  value  of  an  annuity  when  the
contractholder  is a natural person  generally are not taxed until  distribution
occurs.  Distribution  can be in a lump sum payment or in annuity payments under
the annuity option  elected.  Certain other  transactions  may be deemed to be a
distribution.  The  provisions  of  Section  72 of  the  Code  concerning  these
distributions are summarized briefly below.

     Distributions: Distributions received before the annuity payments begin are
treated as being derived  first from "income on the contract" and  includible in
gross income. The amount of the distribution  exceeding "income on the contract"
is not  included in gross  income.  "Income on the  contract"  for an annuity is
computed by  subtracting  from the value of all "related  contracts"  (our term,
discussed below) the taxpayer's "investment in the contract": an amount equal to
total  purchase   payments  for  all  "related   contracts"  less  any  previous
distributions or portions of such  distributions  from such "related  contracts"
not includible in gross income.  "Investment in the contract" may be affected by
whether an annuity or any "related contract" was purchased as part of a tax-free
exchange of life insurance or annuity contracts under Section 1035 of the Code.

"Related  contracts" may mean all annuity  contracts or certificates  evidencing
participation  in a  group  annuity  contract  for  which  the  taxpayer  is the
beneficial  owner and  which are  issued  by the same  insurer  within  the same
calendar year,  irrespective of the named annuitants.  It is clear that "related
contracts"  include  contracts prior to when annuity  payments  begin.  However,
there may be circumstances under which "related contracts" may include contracts
recognized  as immediate  annuities  under state  insurance law or annuities for
which annuity payments have begun. In a ruling addressing the applicability of a
penalty on  distributions,  the Internal  Revenue Service treated  distributions
from a contract  recognized as an immediate  annuity  under state  insurance law
like  distributions  from a deferred  annuity.  The situation  addressed by such
ruling included the fact that: (a) the immediate  annuity was obtained  pursuant
to an exchange of  contracts;  and (b) the purchase  payments for the  exchanged
contract were  contributed more than one year prior to the first annuity payment
payable under the immediate annuity.  This ruling also may or may not imply that
annuity  payments  from a deferred  annuity on or after its annuity  date may be
treated the same as  distributions  prior to the annuity  date if such  deferred
annuity  was:  (a) obtained  pursuant to an exchange of  contracts;  and (b) the
purchase payments for the exchanged  contract were made or may be deemed to have
been made more than one year prior to the first annuity payment.
<PAGE>

If "related  contracts"  include  immediate  annuities  or  annuities  for which
annuity  payments have begun,  then "related  contracts"  would have to be taken
into  consideration  in determining  the taxable portion of each annuity payment
(as  outlined  in  the  "Annuity  Payments"  subsection  below)  as  well  as in
determining the taxable portion of distributions from an annuity or any "related
contracts"  before  annuity  payments  have  begun.  We  cannot  guarantee  that
immediate annuities or annuities for which annuity payments have begun could not
be deemed to be "related  contracts".  You are  particularly  cautioned  to seek
advice from your own tax advisor on this matter.

     Assignments  and Pledges:  Any  assignment  or pledge of any portion of the
value of an  annuity  before  annuity  payments  have  begun  are  treated  as a
distribution  subject to taxation under the distribution  rules set forth above.
Any gain in an  annuity  subsequent  to the  assignment  or  pledge of an entire
annuity while such  assignment or pledge remains in effect is treated as "income
on the contract" in the year in which it is earned. For annuities not issued for
use as  qualified  plans  (see  "Tax  Considerations  When  Using  Annuities  in
Conjunction with Qualified  Plans"),  the cost basis of the annuity is increased
by the amount of any assignment or pledge  includible in gross income.  The cost
basis is not  affected  by any  repayment  of any loan for which the  annuity is
collateral or by payment of any interest thereon.

     Penalty on Distributions:  Subject to certain exceptions,  any distribution
is subject to a penalty  equal to 10% of the amount  includible in gross income.
This  penalty  does  not  apply  to  certain   distributions,   including:   (a)
distributions made on or after the taxpayer's age 59 1/2; (b) distributions made
on or after the death of the holder of the contract, or, where the holder of the
contract is not a natural person, the death of the annuitant;  (c) distributions
attributable to the taxpayer's  becoming disabled;  (d) distributions  which are
part of a scheduled series of substantially equal periodic payments for the life
(or life expectancy) of the taxpayer (or the joint lives of the taxpayer and the
taxpayer's  Beneficiary);  (e)  distributions  of amounts which are allocable to
"investments  in the contract" made prior to August 14, 1982; (f) payments under
an immediate annuity as defined in the Code; (g) distributions under a qualified
funding asset under Code Section 130(d);  or (h)  distributions  from an annuity
purchased by an employer on the termination of a qualified  pension plan that is
held by the employer until the employee separates from service.

Any modification,  other than by reason of death or disability, of distributions
which are part of a scheduled series of substantially equal periodic payments as
noted in (d),  above,  that occur before the  taxpayer's  age 59 1/2 or within 5
years of the first of such scheduled  payments will result in the requirement to
pay the taxes that would have been due had the payments  been treated as subject
to tax in the years received,  plus interest for the deferral period.  It is our
understanding  that the Internal  Revenue  Service does not consider a scheduled
series of  distributions  to  qualify  under  (d),  above,  if the holder of the
annuity  retains the right to modify such  distributions  at will,  even if such
right is not exercised, or, for a variable annuity, if the distributions are not
based on a  substantially  equal  number of Units,  rather than a  substantially
equal dollar amount.

The  Internal  Revenue  Service has ruled that the  exception to the 10% penalty
described  above for  "non-qualified"  immediate  annuities as defined under the
Code  may not  apply to  annuity  payments  under a  contract  recognized  as an
immediate  annuity under state insurance law obtained pursuant to an exchange of
contracts if: (a) purchase payments for the exchanged  contract were contributed
or  deemed to be  contributed  more  than one year  prior to the  first  annuity
payment payable under the immediate annuity;  and (b) the annuity payments under
the immediate annuity do not meet the requirements of any other exception to the
10%  penalty.  This  ruling may or may not imply that the  exception  to the 10%
penalty may not apply to annuity  payments paid  pursuant to a deferred  annuity
obtained  pursuant to an exchange of contract if: (a) purchase  payments for the
exchanged contract were contributed or may be deemed to be contributed more than
one year prior to the first  annuity  payment  pursuant to the deferred  annuity
contract;  or (b) the annuity  payments  pursuant to the deferred annuity do not
meet the requirements of any other exception to the 10% penalty.

     Annuity  Payments:  The taxable  portion of each payment is determined by a
formula which  establishes the ratio that  "investment in the contract" bears to
the total  value of  annuity  payments  to be made.  However,  the total  amount
excluded under this ratio is limited to the  "investment  in the contract".  The
formula differs between fixed and variable annuity  payments.  Where the annuity
payments  cease  because of the death of the person upon whose life payments are
based and, as of the date of death, the amount of annuity payments excluded from
taxable  income by the  exclusion  ratio does not exceed the  investment  in the
contract,  then the remaining portion of unrecovered  investment is allowed as a
deduction in the tax year of such death.

     Gifts:  The gift of an annuity  to other  than the  spouse of the  contract
holder (or former spouse incident to a divorce) is treated for tax purposes as a
distribution.

     Tax Free  Exchanges:  Section  1035 of the Code  permits  certain  tax-free
exchanges of a life insurance,  annuity or endowment contract for an annuity. If
an annuity is obtained by a tax-free  exchange of a life  insurance,  annuity or
endowment  contract  purchased prior to August 14, 1982, then any  distributions
other  than  as  annuity  payments  which  do  not  exceed  the  portion  of the
"investment in the contract"  (purchase  payments made into the other  contract,
less prior  distributions) prior to August 14, 1982, are not included in taxable
income.  In all other  respects,  the  general  provisions  of the Code apply to
distributions from annuities obtained as part of such an exchange.

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

     Generation-Skipping Transfers: Under the Code certain taxes may be due when
all or part of an annuity  is  transferred  to or a death  benefit is paid to an
individual two or more generations younger than the contract holder. These taxes
tend to apply to transfers of  significantly  large  dollar  amounts.  We may be
required to determine  whether a transaction must be treated as a direct skip as
defined in the Code and the amount of the resulting tax. If so required, we will
deduct  from your  Annuity  or from any  applicable  payment  to be treated as a
direct skip any amount we are required to pay as a result of the transaction.

     Diversification:  Section  817(h)  of the  Code  provides  that a  variable
annuity  contract,  in order to qualify as an annuity,  must have an "adequately
diversified" segregated asset account (including investments in a mutual fund by
the segregated asset account of insurance companies).  The Treasury Department's
regulations  prescribe the  diversification  requirements  for variable  annuity
contracts.  We believe the underlying  mutual fund portfolios should comply with
the terms of these regulations.

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

Certain distributions,  including rollovers,  from most retirement plans, may be
subject to automatic 20%  withholding  for Federal  income taxes.  This will not
apply to: (a) any portion of a distribution paid as Minimum  Distributions;  (b)
direct transfers to the trustee of another  retirement  plan; (c)  distributions
from an individual  retirement  account or individual  retirement  annuity;  (d)
distributions made as substantially equal periodic payments for the life or life
expectancy  of the  participant  in the  retirement  plan  or the  life  or life
expectancy of such participant and his or her designated  beneficiary under such
plan; and (e) certain other  distributions  where  automatic 20% withholding may
not apply.

     Tax  Considerations  When Using  Annuities in  Conjunction  with  Qualified
Plans:  There are various  types of qualified  plans for which an annuity may be
suitable.  Benefits  under a qualified  plan may be subject to that plan's terms
and conditions  irrespective  of the terms and conditions of any annuity used to
fund such  benefits  ("qualified  contract").  We have  provided  below  general
descriptions  of the types of qualified  plans in conjunction  with which we may
issue an Annuity.  These  descriptions  are not  exhaustive  and are for general
informational  purposes  only.  We are not obligated to make or continue to make
new  Annuities  available  for use with all the types of  qualified  plans shown
below.

The tax rules regarding  qualified  plans are complex.  The application of these
rules depend on individual facts and circumstances. Before purchasing an Annuity
for use in funding a qualified  plan,  you should  obtain  competent tax advice,
both as to the tax treatment and suitability of such an investment.

Qualified  contracts include special provisions  changing or restricting certain
rights and benefits otherwise available to non-qualified  annuities.  You should
read your  Annuity  carefully  to review any such  changes or  limitations.  The
changes and limitations may include,  but may not be limited to, restrictions on
ownership, transferability, assignability, contributions, distributions, as well
as reductions to the minimum  allowable  purchase payment for an annuity and any
subsequent   annuity  you  may  purchase  for  use  as  a  qualified   contract.
Additionally,  various  penalty and excise taxes may apply to  contributions  or
distributions made in violation of applicable limitations.

     Individual  Retirement  Programs:  Eligible  individuals  may  maintain  an
individual retirement account or individual retirement annuity ("IRA").  Subject
to  limitations,  contributions  of certain amounts may be deductible from gross
income.  Purchasers of IRAs are to receive a special disclosure document,  which
describes  limitations  on  eligibility,   contributions,   transferability  and
distributions.  It also describes the conditions under which  distributions from
IRAs and other qualified plans may be rolled over or transferred  into an IRA on
a  tax-deferred  basis.  Eligible  employers  that meet  specified  criteria may
establish  simplified employee pensions for employees using the employees' IRAs.
These  arrangements are known as SEP-IRAs.  Employer  contributions  that may be
made to SEP-IRAs  are larger than the amounts that may be  contributed  to other
IRAs, and may be deductible to the employer.

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

     Corporate Pension and Profit-sharing  Plans:  Annuities may be used to fund
employee   benefits  of  various   retirement  plans  established  by  corporate
employers.  Contributions  to such plans are not taxable to the  employee  until
distributions are made from the retirement plan. The Code imposes limitations on
contributions and  distributions.  The tax treatment of distributions is subject
to  special  provisions  of the  Code,  and also  depends  on the  design of the
specific   retirement   plan.   There  are  also  special   requirements  as  to
participation, nondiscrimination, vesting and nonforfeitability of interests.

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

     Tax Treatment of Distributions from Qualified Annuities:  A 10% penalty tax
applies to the  taxable  portion of a  distribution  from a  qualified  contract
unless one of the following  exceptions  apply to such  distribution:  (a) it is
part of a properly  executed  transfer to another IRA, an individual  retirement
account  or  another  eligible  qualified  plan;  (b) it  occurs on or after the
taxpayer's  age 59 1/2; (c) it is  subsequent  to the death or disability of the
taxpayer (for this purpose  disability is as defined in Section  72(m)(7) of the
Code);  (d) it is part of substantially  equal periodic  payments to be paid not
less  frequently than annually for the taxpayer's life or life expectancy or for
the  joint  lives  or  life  expectancies  of  the  taxpayer  and  a  designated
beneficiary;  (e) it is  subsequent  to a  separation  from  service  after  the
taxpayer  attains  age 55;  (f) it does  not  exceed  the  employee's  allowable
deduction in that tax year for medical care;  and (g) it is made to an alternate
payee pursuant to a qualified  domestic  relations order. The exceptions  stated
above in (e), (f) and (g) do not apply to IRAs.

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

     OTHER MATTERS:  Outlined below are certain miscellaneous matters you should
know before investing in an Annuity.

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

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

     Resolving Material Conflicts:  Underlying mutual funds or portfolios may be
available  to  registered  separate  accounts  offering  either or both life and
annuity  contracts of insurance  companies not  affiliated  with us. We also may
offer life insurance  and/or annuity  contracts  that offer  different  variable
investment  options from those offered  under this Annuity,  but which invest in
the same underlying mutual funds or portfolios.  It is possible that differences
might arise  between our  Separate  Account B and one or more  accounts of other
insurance  companies which participate in a portfolio.  It is also possible that
differences  might arise  between a  Sub-account  offered under this Annuity and
variable  investment  options offered under different life insurance policies or
annuities  we offer,  even though such  different  variable  investment  options
invest in the same  underlying  mutual fund or portfolio.  In some cases,  it is
possible that the differences could be considered "material  conflicts".  Such a
"material  conflict"  could  also arise due to changes in the law (such as state
insurance law or Federal tax law) which affect either these  different  life and
annuity separate accounts or differing life insurance policies and annuities. It
could also arise by reason of differences in voting instructions of persons with
voting rights under our policies and/or  annuities and those of other companies,
persons  with voting  rights  under  annuities  and those with rights under life
policies,  or persons  with  voting  rights  under one of our life  policies  or
annuities  with those under other life policies or annuities we offer.  It could
also arise for other  reasons.  We will monitor events so we can identify how to
respond to such conflicts. If such a conflict occurs, we will take the necessary
action  to  protect  persons  with  voting  rights  under our life  policies  or
annuities  vis-a-vis those with rights under life policies or annuities  offered
by other insurance  companies.  We will also take the necessary  action to treat
equitably  persons  with voting  rights  under this Annuity and any persons with
voting rights under any other life policy or annuity we offer.

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

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

We may eliminate  Sub-accounts,  combine two or more  Sub-accounts or substitute
one or more new  underlying  mutual funds or  portfolios  for the one in which a
Sub-account  is  invested.  Substitutions  may be  necessary  if we  believe  an
underlying  mutual fund or portfolio no longer suits the purpose of the Annuity.
This may  happen  due to a change  in laws or  regulations,  or a change  in the
investment objectives or restrictions of an underlying mutual fund or portfolio,
or because the  underlying  mutual fund or portfolio is no longer  available for
investment,  or for some other reason.  We would obtain prior  approval from the
insurance  department  of our state of domicile,  if so required by law,  before
making such a  substitution,  deletion or  addition.  We also would obtain prior
approval  from  the SEC so long as  required  by  law,  and any  other  required
approvals before making such a substitution, deletion or addition.

We  reserve  the  right to  transfer  assets of  Separate  Account  B,  which we
determine  to be  associated  with the class of  contracts to which your Annuity
belongs,  to another "unitized"  separate account.  We also reserve the right to
transfer  assets of Separate  Account D which we determine to be associated with
the class of contracts to which your annuity belongs, to another  "non-unitized"
separate  account.  We notify you (and/or any payee during the payout  phase) of
any  modification  to your  Annuity.  We may endorse your Annuity to reflect the
change.

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

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

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

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

   
     THE  COMPANY:  American  Skandia  Life  Assurance  Corporation  is a  stock
insurance company domiciled in Connecticut with licenses in all 50 states. It is
a wholly owned subsidiary of American Skandia  Investment  Holding  Corporation,
whose  indirect  parent is Skandia  Insurance  Company  Ltd.  Skandia  Insurance
Company  Ltd.  is part of a  group  of  companies  whose  predecessor  commenced
operations  in  1855.  Two  of  our  affiliates,   American  Skandia  Marketing,
Incorporated,  formerly  Skandia  Life Equity  Sales  Corporation,  and American
Skandia  Information  Services and  Technology  Corporation,  formerly  American
Skandia Business  Services  Corporation,  may undertake  certain  administrative
functions on our behalf. Our affiliate,  American Skandia  Investment  Services,
Incorporated,  formerly  American  Skandia  Life  Investment  Management,  Inc.,
currently  acts as the  investment  manager to the American  Skandia  Trust.  We
currently  engage  Skandia  Investment  Management,  Inc.,  an  affiliate  whose
indirect parent is Skandia Insurance Company Ltd., as investment manager for our
general account.  We are under no obligation to engage or continue to engage any
investment manager.

     As of July 1995,  Skandia  Vida,  S.A. de C.V.  was formed by the  ultimate
parent Skandia Insurance Company, Ltd., a Swedish corporation.  The Company owns
99.9%  ownership in Skandia Vida, S.A. de C.V. which is a Mexican life insurance
company.  This Mexican life insurer is a start up company with  expectations  of
selling long term savings products within Mexico.  The assets and liabilities of
Skandia Vida, S.A. de C.V. are translated at the period ended exchange rate. The
effects of these translation adjustments are reported in a separate component of
shareholder's  equity.  Total shareholder's equity of Skandia Vida, S.A. de C.V.
is $[ ] as of December 31, 1995.

     Lines of  Business:  The  Company is in the  business  of  issuing  annuity
policies,  and has been so since its  business  inception  in 1988.  The Company
currently offers the following annuity products:  a) certain deferred  annuities
that are  registered  with the  Securities  and Exchange  Commission,  including
variable annuities and fixed interest rate annuities that include a market value
adjustment  feature;  b) certain  other fixed  deferred  annuities  that are not
registered  with the  Securities  and  Exchange  Commission;  and c)  fixed  and
adjustable  immediate  annuities.  We may, in the future, offer other annuities,
life insurance and other forms of insurance.

     Selected   Financial  Data:  The  following  selected  financial  data  are
qualified by reference to, and should be read in conjunction with, the financial
statements,  including related notes thereto,  and "Management's  Discussion and
Analysis of Financial Condition and Results of Operations" included elsewhere in
this  Prospectus.  The  selected  financial  data as of and for each of the five
years ended  December 31, 1995,  1994,  1993,  1992 and 1991 has been audited by
Deloitte & Touche LLP,  independent  auditors,  whose report thereon is included
herein.



<PAGE>




Income Statement Data:


<TABLE>
<CAPTION>
                                                        1995             1994             1993           1992          1991
                                                        ----             -----            ----           ----          ----
<S>                              <C>                            <C>              <C>              <C>            <C>    
Revenues:
Net investment income            [to be provided by amendment]  $    1,300,217   $      692,758   $    892,053   $    723,253
Annuity premium income                                                  70,000          101,643      1,304,629      2,068,452
Annuity charges and fees*                                           24,779,785       11,752,984      4,846,134      1,335,079
Net realized capital gains (losses)                                     (1,942)         330,024        195,848          4,278
Fee income                                                           2,111,801          938,336        125,179              0
Other income                                                            24,550            1,269         15,119         45,010
                                                                        ------  ---------------  -------------  -------------
Total revenues                                                  $   28,284,411   $   13,817,014   $  7,378,962   $  4,176,072
                                                                   ===========      ===========     ==========     ==========

Benefits and Expenses:
Return credited to contractowners                                     (516,730)         252,132        560,243        235,470
Annuity benefits                                                       369,652          383,515        276,997        107,536
Increase/(decrease) in annuity policy reserves                       5,766,003        1,208,454      1,331,278      2,045,722
Underwriting, acquisition and
   other insurance expenses                                         18,942,720        9,547,951     11,338,765      7,294,400
Interest expense                                                     3,615,845          187,156              0              0
                                                                  ------------    -------------------------------  ----------
Total benefits and expenses                                     $   28,177,490   $   11,579,208   $ 13,507,283   $  9,683,128
                                                                   -----------      -----------    -----------     ----------

Income tax                                                      $      247,429   $      182,965   $          0   $          0
                                                                 -------------     ------------   ------------    -----------
                                                       

Net income (loss)                                               $     (140,508)  $    2,054,841   $ (6,128,321)  $( 5,507,056)
                                                                ===============    ============   ============    ===========

Balance Sheet Data:
Total Assets                                                    $2,864,416,329   $1,558,548,537   $552,345,206   $239,435,675
                                                                ==============   ==============   ============   ============

Surplus Notes                                                   $   69,000,000   $   20,000,000   $          0   $          0
                                                                ==============   ============================================
                                                            
Shareholder's Equity                                            $   52,205,524   $   52,387,687   $ 46,332,846   $ 14,292,772
                                                              ================ ================  =============   ============
</TABLE>


*On  annuity  sales of $[ ],  $1,372,874,000,  $890,640,000,  $287,596,000,  and
$141,017,000  during the years ended  December 31, 1995,  1994,  1993,  1992 and
1991,  respectively,  with  contractowner  assets  under  management  of  $[  ],
$2,661,161,000,  $1,437,554,000,  $495,176,000,  and $217,425,000 as of December
31, 1995, 1994, 1993, 1992, and 1991, respectively.

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

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

     Results of Operations: [TO BE PROVIDED BY AMENDMENT]

     Liquidity and Capital Resources: [TO BE PROVIDED BY AMENDMENT]

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

     Reinsurance:  The Company  cedes  reinsurance  under  modified  coinsurance
arrangements.  The  reinsurance  arrangements  provide  additional  capacity for
growth in supporting  the cash flow strain from the Company's  variable  annuity
business. The reinsurance is effected under quota share contracts.

Effective January 1, 1995, the Company reinsured certain mortality risks.  These
risks result from the guaranteed  minimum death benefit  feature in the variable
annuity products.

The effect of the  reinsurance  agreements  on the Company's  operations  was to
reduce  annuity  charges  and fee income,  death  benefit  expense,  and reserve
exposure.

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

     Surplus Notes: [TO BE PROVIDED BY AMENDMENT]

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

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

     Employees:  As of December 31, 1995, we had 198 direct salaried  employees.
An affiliate,  American Skandia Information Services and Technology Corporation,
formerly American Skandia Business Services Corporation,  that provides services
almost exclusively to us, had 67 direct salaried employees.

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

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

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

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

     Executive Officers and Directors:

Our  executive  officers  and  directors,  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.



<PAGE>

<TABLE>
<CAPTION>

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

Alan Blank                                                    Employee                                           Vice President and,
47                                                                                                           National Sales Manager:
                                                                                                                    American Skandia
                                                                                                             Marketing, Incorporated

    Mr. Blank joined us in 1994.  He previously held the position of Vice-Chairman at Liberty Securities.

<FN>
Gordon C. Boronow*                                            President                                                President and
43                                                            and Chief                                     Chief Operating Officer:
                                                              Operating Officer,                               American Skandia Life
                                                              Director (since July, 1991)                      Assurance Corporation
</FN>

Nancy F. Brunetti                                             Senior Vice President,            Senior Vice President, Business and
34                                                            Business and Application                      Application Development:
                                                              Development                                      American Skandia Life
                                                              Director (since February, 1996)                  Assurance Corporation

     Ms. Brunetti joined us in 1992.  She previously held the position of Senior Business Analyst at Monarch Life Insurance Company.

Malcolm M. Campbell                                           Director (since April, 1991)                   Director of Operations,
40                                                                                                           Assurance and Financial
                                                                                                                  Services Division:
                                                                                                      Skandia Insurance Company Ltd.
<FN>

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

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

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

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

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

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

Dianne B. Michael                                             Senior Vice President,                          Senior Vice President,
41                                                            Customer Service                                     Customer Service:
                                                              Director (since February, 1996)                  American Skandia Life
                                                                                                               Assurance Corporation

     Ms. Michael joined us in 1995.  She previously held the position of Vice President with J. P. Morgan Investment Management Inc.

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

M. Patricia Paez                                              Assistant Vice President                      Assistant Vice President
35                                                            and Corporate Secretary                       and Corporate Secretary:
                                                                                                              American Skandia Life
                                                                                                              Assurance Corporation

Don Thomas Peck                                               Employee                                               Vice President,
52                                                                                                           National Sales Manager:
                                                                                                                   American Skandia
                                                                                                             Marketing, Incorporated

   Mr. Peck joined us in 1995.  He previously held the position of Regional Vice President with MFS Financial Services Inc.

Rodney D. Runestad                                            Vice President and                                  Vice President and
46                                                            Valuation Actuary                                   Valuation Actuary:
                                                                                                               American Skandia Life
                                                                                                               Assurance Corporation

Hayward Sawyer                                                Employee                                            Vice President and
51                                                                                                           National Sales Manager:
                                                                                                                    American Skandia
                                                                                                             Marketing, Incorporated

    Mr. Sawyer joined us in 1994.  He previously held the position of Regional Vice President with AIM Distributors, Inc.

Todd L. Slade                                                 Vice President,                                        Vice President,
38                                                            Applications Development                     Applications Development:
                                                                                                               American Skandia Life
                                                                                                               Assurance Corporation

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

Amanda C. Sutyak                                              Executive Vice President                      Executive Vice President
38                                                            and Deputy Chief                                      and Deputy Chief
                                                              Operating Officer,                                  Operating Officer:
                                                              Director (since July, 1991)                      American Skandia Life
                                                                                                               Assurance Corporation

C. Ake Svensson                                               Treasurer,                                   Vice President, Treasurer
45                                                            Director (since December, 1994)              and Corporate Controller:
                                                                                                         American Skandia Investment
                                                                                                                 Holding Corporation

    Mr. Svensson joined us in 1994.  He previously held the position of Senior Vice President with Nordenbanken.

Bayard F. Tracy                                               Senior Vice President,                          Senior Vice President,
48                                                            Institutional Sales,                Institutional Sales and Marketing:
                                                              Director (since October, 1994)                   American Skandia Life
                                                                                                               Assurance Corporation
</TABLE>        
Executive Compensation

     Summary   Compensation  Table:  The  summary  table  below  summarizes  the
compensation  payable  to our Chief  Executive  Officer  and to the most  highly
compensated of our executive  officers whose  compensation  exceeded $100,000 in
the fiscal year immediately preceding the date of this Prospectus.
<TABLE>
<CAPTION>

                        <S>  <C>                      <C>               <C>                   <C>            <C>  
                        Name and Principal                              Annual                Annual         Other Annual
                             Position                 Year               Salary                 Bonus         Compensation
                                                                          ($)                   ($)               ($)

                           Jan R. Carendi -           1995
                             Chief Executive          1994              $170,569
                             Officer                  1993               214,121

                           Alan Blank -               1995
                             Vice President and       1994              $265,125
                             National Sales Manager,  1993                     0
                             Banking

                           Wade A. Dokken -           1995
                             Executive Vice President  1994             $558,299
                             and Chief Marketing      1993               318,637
                             Officer

                           Robert Seaberg             1995
                           Vice President,            1994              $207,625
                           Marketing                  1993                54,075                 0              $21,575

                           [         ]   [      ]
</TABLE>

     Long-Term  Incentive  Plans - Awards in the Last Fiscal Year: The following
table provides  information  regarding our long-term  incentive plan.  Units are
awarded to executive officers and other personnel. The table shows units awarded
to our Chief Executive Officer and the most highly  compensated of our executive
officers whose  compensation  exceeded  $100,000 in the fiscal year  immediately
preceding  the date of this  Prospectus.  This  program  is  designed  to induce
participants  to remain with the company  over long periods of time and to tie a
portion of their  compensation  to the fortunes of the company.  Currently,  the
program  consists of multiple  plans.  A new plan may be  instituted  each year.
Participants  are  awarded  units  at  the  beginning  of  a  plan.   Generally,
participants  must remain  employed by the company or its affiliates at the time
such units are payable in order to receive any  payments  under the plan.  There
are certain exceptions, such as in cases of retirement or death.

     Changes in the value of units reflect  changes in the  "embedded  value" of
the company.  "Embedded  value" is the net asset value of the company (valued at
market value and not including the present  value of future  profits),  plus the
present  value of the  anticipated  future  profits  (valued  pursuant  to state
insurance  law) on its  existing  contracts.  Units  will not have any value for
participants  if  the  embedded  value  does  not  increase  by  certain  target
percentages  during the first four years of a plan. The target  percentages  may
differ between each plan. Any amounts available under a plan are paid out in the
fifth through eighth years of a plan.  Portions of the payments may be postponed
if the  payment  would  exceed  20% of any  profit (as  determined  under  state
insurance  law) earned by the company in the prior fiscal year. The amount to be
received  by a  participant  at the  time  any  payment  is due will be the then
current  number of units  payable  multiplied  by the then current value of such
units.



<PAGE>

<TABLE>
<CAPTION>
                                                                             ---------Estimated Future Payouts---------
       Name                Number of Units    Period Until Payout        Threshold          Target          Maximum
                                   (#)                                      ($)              ($)               ($)

<S>                                               <C>                                           <C>
Jan R. Carendi                                    Various                                       $
*Alan Blank                                       Various                                       $
*Wade A. Dokken                                   Various                                       $
*Kevin J. Hart                                    Various                                       $
*Robert Seaberg                                   Various                                       $
</TABLE>

     *Mssrs.  Hart and Seaberg are no longer employed by the Company;  the units
noted are no longer payable.  Messrs. Blank and Dokken are no longer officers of
the Company,  however units are still payable as these individuals are employees
of the Company.

     Compensation  of Directors:  The following  directors  were  compensated as
shown below in 1995:

Malcolm M. Campbell                   $      Gunnar Moberg                     $
Henrik Danckwardt                     $

     Compensation   Committee   Interlocks   and  Insider   Participation:   The
compensation  committee  of our  board of  directors  as of  December  31,  1995
consisted of Malcolm M. Campbell and Henrik Danckwardt.
    
     CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION:  The following are the
contents of the Statement of Additional Information:

     (1)  General   Information   Regarding   American  Skandia  Life  Assurance
Corporation

         (2)      Principal Underwriter

         (3)      Calculation of Performance Data

         (4)      Unit Price Determinations

         (5)      Calculating the Market Value Adjustment

         (6)      Independent Auditors

         (7)      Legal Experts

     (8)  Appendix A -  Financial  Statements  for  Separate  Account B (Class 1
Sub-accounts)

   
     FINANCIAL  STATEMENTS:  The financial statements which follow in Appendix A
are those of American  Skandia Life  Assurance  Corporation  for the years ended
December 31, 1995, 1994, and 1993,  respectively.  Financial  statements for the
Class 1  Sub-accounts  of  Separate  Account  B are  found in the  Statement  of
Additional Information.
    


<PAGE>
















                                   APPENDIXES


     APPENDIX  A  FINANCIAL  STATEMENTS  FOR  AMERICAN  SKANDIA  LIFE  ASSURANCE
CORPORATION




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


<PAGE>


                                   APPENDIX A

      FINANCIAL STATEMENTS FOR AMERICAN SKANDIA LIFE ASSURANCE CORPORATION





                           [To be filed by amendment]








<PAGE>


                                   APPENDIX B

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


The  investment  objectives  for each  underlying  mutual fund are in bold face.
Please  refer  to the  prospectuses  of each  underlying  mutual  fund  for more
complete details and risk factors applicable to certain portfolios.

                             American Skandia Trust

JanCap Growth Portfolio: The investment objective of the JanCap Growth Portfolio
is growth of capital in a manner  consistent  with the  preservation of capital.
Realization  of income is not a  significant  investment  consideration  and any
income realized on investments, therefore, will be incidental to this objective.
The  objective  will be pursued by  emphasizing  investments  in common  stocks.
Common  stock   investments  will  be  in  industries  and  companies  that  the
portfolio's  sub-advisor  believes are  experiencing  favorable demand for their
products  and  services,  and  which  operate  in a  favorable  competitive  and
regulatory environment.  Investments may be made to a lesser degree in preferred
stocks,  convertible securities,  warrants, and debt securities of U.S. issuers,
when the JanCap Growth  Portfolio  perceives an  opportunity  for capital growth
from such  securities or so that a return may be received on its idle cash. Debt
securities  which  the  portfolio  may  purchase  include  corporate  bonds  and
debentures  (not to exceed  5% of net  assets in bonds  rated  below  investment
grade),   mortgage-backed  and  asset-backed   securities,   zero-coupon  bonds,
indexed/structured  notes, high-grade commercial paper,  certificates of deposit
and repurchase agreements.  Securities of foreign issuers,  including securities
of  foreign  governments  and  Euromarket  securities,  also  may be  purchased.
Although it is the general policy of the JanCap Growth Portfolio to purchase and
hold  securities  for  capital  growth,   changes  will  be  made  whenever  the
portfolio's sub-advisor believes they are advisable.  Because investment changes
usually will be made without reference to the length of time a security has been
held, a significant number of short-term transactions may result.

Investments  also may be made in  "special  situations"  from  time to  time.  A
"special situation" arises when, in the opinion of the portfolio's  sub-advisor,
the  securities  of a particular  company will be recognized  and  appreciate in
value  due to a  specific  development,  such as a  technological  breakthrough,
management  change  or a  new  product  at  that  company.  Subject  to  certain
limitations,  the JanCap  Growth  Portfolio  may purchase  and write  options on
securities (including index options) and options on foreign currencies,  and may
invest in futures  contracts  for the purchase or sale of  instruments  based on
financial indices,  including  interest rates or an index of U.S.  Government or
foreign  government  securities or equity or  fixed-income  securities,  futures
contracts  on  foreign   currencies  and  fixed  income   securities   ("futures
contracts"),  options  on futures  contracts,  forward  contracts  and swaps and
swap-related  products.  These  instruments  will be used  primarily for hedging
purposes.  Investment of up to 15% of the JanCap Growth Portfolio's total assets
may be made in securities that are considered illiquid because of the absence of
a readily available market or due to legal or contractual restrictions.

Lord Abbett Growth and Income  Portfolio:  The investment  objective of the Lord
Abbett  Growth and Income  Portfolio is  long-term  growth of capital and income
while attempting to avoid excessive fluctuations in market value. This objective
will be pursued by  investing  in  securities  which are  selling at  reasonable
prices in relation to value. Normally, investments will be made in common stocks
of large,  seasoned  companies  which are in sound  financial  condition and are
expected to show above-average growth.

Seligman Henderson  International Equity Portfolio:  The investment objective of
Seligman   Henderson   International   Equity  Portfolio  is  long-term  capital
appreciation   consistent  with   preservation  of  capital   primarily  through
investment in securities of non-United States issuers.  The portfolio may invest
in  securities of issuers  domiciled in any country but under normal  conditions
investments  may be  made in two  principal  regions:  The  United  Kingdom  and
Continental  Europe;  and the  Pacific  Basin  Countries.  Continental  European
countries may include,  from time to time, Austria,  Belgium,  Denmark,  Federal
Republic  of Germany,  Finland,  France,  Greece,  Ireland,  Italy,  Luxembourg,
Netherlands,  Norway, Portugal, Spain, Sweden and Switzerland.  Countries in the
Pacific Basin may include Australia,  Hong Kong, India, Japan, Korea,  Malaysia,
New Zealand,  People's Republic of China,  Philippines,  Singapore,  Taiwan, and
Thailand.  The portfolio  believes that it will usually have assets  invested in
both of these  regions.  Although  under normal market  conditions the portfolio
will invest in a minimum of five countries,  it may have assets invested in many
of the above  countries.  Investments will not normally be made in securities of
issuers located in the United States or Canada.



<PAGE>


Seligman Henderson  International Small Cap Portfolio:  The investment objective
of the Seligman Henderson International Small Cap Portfolio is long-term capital
appreciation.  The portfolio seeks to achieve this objective primarily by making
international investments in securities of companies with small to medium market
capitalizations.  The portfolio may invest in securities of issuers domiciled in
any country. Under normal conditions investments will be made in three principal
regions:  The United  Kingdom/Continental  Europe;  the Pacific Basin; and Latin
American.  Under  normal  market  conditions,  the  portfolio's  assets  will be
invested in securities of issuers located in at least three different countries.
Investments  will not normally be made in securities  of issuers  located in the
United States or Canada. Some of the countries in which the portfolio may invest
may be considered to be developing and may involve special risks.  The portfolio
may  invest in all types of  securities,  most of which will be  denominated  in
currencies  other than the U.S.  dollar.  The portfolio will normally invest its
assets in equity securities, including common stock, securities convertible into
common  stock,  depository  receipts  for these  securities  and  warrants.  The
portfolio may,  however,  invest up to 25% of its assets in preferred  stock and
debt  securities  if the  Sub-advisor  believes  that the  capital  appreciation
available from an investment in such securities will equal or exceed the capital
appreciation available from an investment in equity securities. In extraordinary
circumstances,  the  portfolio  may invest  for  temporary  defensive  purposes,
without limit, in large capitalization  companies or increase its investments in
debt securities.

Equity  securities in which the portfolio will invest may be listed on a foreign
stock  exchange  or traded in foreign  over-the-counter  markets.  Under  normal
market conditions, the portfolio will invest at least 65% of its total assets in
securities of small-to medium-sized  companies with market capitalizations up to
$750  million,  although  up to 35% of  its  total  assets  may be  invested  in
securities of companies with market  capitalizations  over $750 million There is
no  requirement  that the debt  securities  in which the portfolio may invest be
rated by a recognized rating agency.  However, it is the portfolio's policy that
investments in debt securities,  whether rated or unrated,  will be made only if
they  are  "investment   grade"  securities  or  are,  in  the  opinion  of  the
Sub-advisor,  of  equivalent  quality  to  "investment  grade"  securities.  The
portfolio  may also invest in  securities  represented  by  European  Depository
Receipts ("EDRs") or American Depository Receipts ("ADRs"). Investments in small
companies may involve greater risks, such as limited product lines,  markets and
financial or managerial  resources.  Less  frequently-traded  securities  may be
subject to more abrupt price movements than securities of larger companies.

Federated  Utility Income Portfolio:  The investment  objective of the Federated
Utility Income  Portfolio is to achieve high current income and moderate capital
appreciation by investing primarily in a professionally  managed and diversified
portfolio of equity and debt  securities  of utility  companies.  The  portfolio
intends to achieve its  investment  objective  by  investing  in equity and debt
securities of utility  companies  that produce,  transmit or distribute  gas and
electric  energy  as  well  as  those  companies  that  provide   communications
facilities, such as telephone and telegraph companies. As a matter of investment
policy that can be changed without  shareholder  vote, the portfolio will invest
at least 65% of its total assets in securities of utility companies.

   
Federated High Yield Portfolio:  The investment  objective of the Federated High
Yield  Portfolio  is to seek high  current  income by  investing  primarily in a
diversified  portfolio of fixed income securities.  The portfolio will invest at
least 65% of its assets in  lower-rated  fixed income  bonds.  Lower-rated  debt
obligations are generally considered to be high-risk investments.  The corporate
debt  obligations  in which the  portfolio  invests are usually not in the three
highest rating categories of a nationally  recognized rating  organization (AAA,
AA, or A for  Standard & Poor's  and Aaa,  Aa or A for  Moody's)  but are in the
lower rating  categories or are unrated but are of  comparable  quality and have
speculative characteristics or are speculative. Lower-rated or unrated bonds are
commonly referred to as "junk bonds".  There is no minimal acceptable rating for
a security to be purchased or held in the portfolio, and the portfolio may, from
time to time,  purchase or hold securities  rated in the lowest rating category.
Under normal  circumstances,  the portfolio will not invest more than 10% of the
value of its total assets in equity  securities.  The fixed income securities in
which the  portfolio  may invest  include,  but are not  limited  to:  preferred
stocks,  bonds,  debentures,  notes,  equipment lease certificates and equipment
trust certificates.  The portfolio will invest primarily in fixed rate corporate
debt obligations.

AST Phoenix Balanced Asset  Portfolio:  The AST Phoenix Balanced Asset Portfolio
seeks as its investment objectives  reasonable income,  long-term capital growth
and conservation of capital.  The portfolio  intends to invest based on combined
considerations of risk,  income,  capital  enhancement and protection of capital
value. The portfolio may invest in any type or class of security.  Normally, the
portfolio will invest in common stocks and fixed income securities;  however, it
may also invest in securities  convertible  into common stocks.  At least 25% of
the value of its assets will be invested in fixed income senior securities.  The
portfolio  may also  engage in  certain  options  transactions  and  enter  into
financial  futures  contracts and related  options for hedging  purposes and may
invest  in  deferred  or zero  coupon  debt  obligations.  In  implementing  the
investment  objectives of the portfolio,  the sub-advisor will select securities
believed to have potential for the production of current  income,  with emphasis
on securities that also have potential for capital enhancement.  In an effort to
protect  its  assets  against  major  market  declines,  or for other  temporary
defensive purposes, the portfolio may actively pursue a policy of retaining cash
or investing part or all of its assets in cash  equivalents,  such as government
securities and high grade commercial paper.
    

AST Money Market  Portfolio:  The investment  objectives of the AST Money Market
Portfolio are to maximize  current income and maintain high levels of liquidity.
This   portfolio   attempts  to  accomplish  its  objectives  by  maintaining  a
dollar-weighted  average  maturity of not more than 90 days and by  investing in
the types of securities  described below which have effective  maturities of not
more than 397 days.  Investments  may include  obligations  of the United States
government,  its agencies or  instrumentalities;  certificates of deposit,  time
deposits and bankers'  acceptances of certain financial  institutions which have
more than $2 billion in total  assets;  commercial  paper and  corporate  bonds;
asset-backed  securities;  and  repurchase  and reverse  repurchase  agreements.
Securities may be purchased on a when-issued or delayed delivery basis.  Subject
to applicable investment  restrictions,  the AST Money Market Portfolio also may
lend its securities.

T. Rowe Price Asset  Allocation  Portfolio:  The investment  objective of the T.
Rowe Price Asset Allocation Portfolio is to seek a high level of total return by
investing   primarily  in  a  diversified  group  of  fixed  income  and  equity
securities.  The portfolio is designed to balance the potential  appreciation of
common  stocks with the income and  principal  stability  of bonds over the long
term. Under normal market  conditions over the long-term,  the portfolio expects
to allocate its assets (other than cash reserves) so that  approximately  40% of
such assets will be in fixed income  securities and  approximately 60% in equity
securities.

The  portfolio's  fixed income  securities  will be allocated  among  investment
grade, high yield and non-dollar debt securities.  The weighted average maturity
for this portion of the  portfolio is generally  expected to be between four and
nine years, although it may vary significantly. High-yielding,  income-producing
debt  securities  (commonly  referred to as "junk bonds") and  preferred  stocks
including  convertible  securities may be purchased  without regard to maturity,
however,  the average  maturity of the bonds is expected to be  approximately 10
years, although it may vary if market conditions warrant. Quality will generally
range from  lower-medium  to low and the portfolio  may also  purchase  bonds in
default if, in the opinion of the  Sub-advisor,  there is significant  potential
for capital appreciation.

The  portfolio's  equity  securities will be allocated among large and small-cap
U.S. and non-dollar equity  securities.  Large-cap will be stocks in the S&P 500
and stocks of  well-established  companies which can produce increasing dividend
income.  Small-cap will be common stocks of small  companies or companies  which
offer the  possibility  of  accelerated  earnings  growth because of rejuvenated
management, new products or structural changes in the economy. Current income is
not a factor in the selection of these stocks.

The portfolio will generally trade in securities (either common stocks or bonds)
for  short-term  profits,  but, when  circumstances  warrant,  securities may be
purchased and sold without regard to the length of time held.

T. Rowe Price International Equity Portfolio: The investment objective of the T.
Rowe Price International  Equity Portfolio is to seek total return on its assets
through  investments  in  common  stocks  of  established,  non-U.S.  companies.
Investments may be made solely for capital  appreciation or solely for income or
any  combination of both for the purpose of achieving a higher  overall  return.
Total return consists of capital appreciation or depreciation,  dividend income,
and currency  gains or losses.  The portfolio  intends to diversify  investments
broadly among countries and to normally have at least three different  countries
represented in the  portfolio.  The portfolio may invest in countries of the Far
East and Western  Europe as well as South  Africa,  Australia,  Canada and other
areas  (including  developing  countries).  Under  unusual  circumstances,   the
portfolio may invest substantially all of its assets in one or two countries.

T. Rowe Price Natural Resources  Portfolio:  The investment  objective of the T.
Rowe Price Natural  Resources  Portfolio is to seek long-term  growth of capital
through investment  primarily in common stocks of companies which own or develop
natural resources and other basic commodities. Current income is not a factor in
the  selection  of stocks for  investment  by the  portfolio.  Total return will
consist primarily of capital appreciation (or depreciation).  The portfolio will
invest  substantially  all of its assets in common stocks of companies which own
or develop natural resources and other basic commodities.  However,  it may also
purchase  other  types of  securities,  such as  selected,  non-resource  growth
companies,  foreign  securities,   convertible  securities  and  warrants,  when
considered  consistent with the portfolio's  investment  objective and policies.
The portfolio may also engage in a variety of investment  management  practices,
such as buying and selling futures and options.

Some of the most  important  factors  evaluated by the  Sub-advisor in selecting
natural resource companies are the capability for expanded production,  superior
exploration programs and production facilities,  and the potential to accumulate
new  resources.  The  portfolio  expects  to  invest in those  natural  resource
companies  which own or  develop  energy  sources  (such as oil,  gas,  coal and
uranium),  precious metals,  forest products,  real estate,  nonferrous  metals,
diversified resources,  and other basic commodities which, in the opinion of the
Sub-advisor,  can be produced and marketed  profitably  during periods of rising
labor  costs and prices.  However,  the  percentage  of the  portfolio's  assets
invested  in natural  resource  and  related  businesses  versus the  percentage
invested in  non-resource  companies  may vary greatly  depending  upon economic
monetary  conditions  and the outlook  for  inflation.  The  earnings of natural
resource companies may be expected to follow irregular  patterns,  because these
companies are particularly  influenced by the forces of nature and international
politics.  Companies  which own or develop  real estate might also be subject to
irregular  fluctuations  of earnings,  because  these  companies are affected by
changes in the availability of money, interest rates, and other factors.

The  portfolio  may invest up to 50% of its total assets in foreign  securities.
These include non-dollar  denominated  securities traded outside of the U.S. and
dollar  denominated  securities  traded in the U.S. (such as ADRs).  Some of the
countries in which the  portfolio  may invest may be considered to be developing
and may involve  special risks The portfolio will not purchase a  non-investment
grade debt  security  (or junk bond) if  immediately  after  such  purchase  the
portfolio  would  have  more  than  10% of its  total  assets  invested  in such
securities.  Junk bonds are regarded as predominantly speculative and high risk.
The  portfolio  may invest up to 10% of its total assets in hybrid  instruments.
Such  instruments  may take a variety of forms,  such as debt  instruments  with
interest  or  principal  payments  determined  by  reference  to the  value of a
currency, security index or commodity at a future point in time

   
Founders Capital  Appreciation  Portfolio:  The investment objective of Founders
Capital  Appreciation  Portfolio is capital  appreciation.  The  portfolio  will
normally  invest  at least 65% of its  total  assets  in  common  stocks of U.S.
companies  with market  capitalizations  of $1.5  billion or less.  These stocks
normally will be traded in the  over-the-counter  market. Since it may engage in
short-term  trading,  the portfolio may have annual portfolio  turnover rates in
excess of 100%.
    

INVESCO Equity Income Portfolio:  The investment objective of the INVESCO Equity
Income Portfolio is to seek high current income while following sound investment
practices.   Capital  growth   potential  is  an   additional,   but  secondary,
consideration in the selection of portfolio  securities.  The portfolio seeks to
achieve its objective by investing in securities which will provide a relatively
high-yield and stable return and which, over a period of years, may also provide
capital appreciation.  The portfolio normally will invest between 60% and 75% of
its assets in dividend-paying,  marketable common stocks of domestic and foreign
industrial  issuers.  The  portfolio  also  will  invest in  convertible  bonds,
preferred  stocks and debt  securities.  The portfolio may depart from the basic
investment objective and assume a defensive position with a large portion of its
assets  temporarily  invested  in high  quality  corporate  bonds,  or notes and
government issues, or held in cash. The portfolio's investments in common stocks
may decline in value.  To minimize the risk this  presents,  the portfolio  only
invests in  dividend-paying  common  stocks of domestic  and foreign  industrial
issuers  which  are  marketable,  and  will  not  invest  more  than  5% of  the
portfolio's  assets in the securities of any one company or more than 25% of the
portfolio's  assets in any one industry.  The  portfolio's  investments  in debt
securities will generally be subject to both credit risk and market risk.  There
are no  fixed-limitations  regarding portfolio  turnover.  The rate of portfolio
turnover may fluctuate as a result of constantly  changing  economic  conditions
and market circumstances.  Securities initially satisfying the portfolio's basic
objectives and policies may be disposed of when they are no longer suitable.  As
a result, it is anticipated that the portfolio's  annual portfolio turnover rate
may be in  excess  of 100%,  and may be  higher  than  that of other  investment
companies   seeking   current   income  with  capital   growth  as  a  secondary
consideration.  Increased  portfolio turnover would cause the portfolio to incur
greater brokerage costs than would otherwise be the case.

PIMCO Total Return Bond Portfolio:  The investment  objective of the PIMCO Total
Return Bond Portfolio is to seek to maximize total return. A secondary objective
is  preservation  of  capital.  The  Sub-advisor  will  seek to  employ  prudent
investment  management  techniques,  especially  in light of the broad  range of
investment  instruments in which the portfolio may invest. The proportion of the
portfolio's  assets  committed  to  investment  in  securities  with  particular
characteristics (such as maturity,  type and coupon rate) will vary based on the
outlook for the U.S.  and foreign  economies,  the  financial  markets and other
factors.  The portfolio  will invest at least 65% of its assets in the following
types of  securities  which may be issued by  domestic or foreign  entities  and
denominated  in  U.S.  dollars  or  foreign  currencies:  securities  issued  or
guaranteed by the U.S. Government, its agencies or instrumentalities;  corporate
debt securities;  corporate  commercial paper;  mortgage and other  asset-backed
securities;  variable and floating rate debt  securities;  bank  certificates of
deposit; fixed time deposits and bankers' acceptances; repurchase agreements and
reverse  repurchase  agreements;  obligations  of foreign  governments  or their
subdivisions,   agencies  and   instrumentalities,   international  agencies  or
supranational  entities;  and  foreign  currency  exchange-related   securities,
including foreign currency warrants.  The portfolio will invest in a diversified
portfolio of  fixed-income  securities  of varying  maturities  with a portfolio
duration  from three to six years.  The portfolio may invest up to 20% of assets
in corporate debt securities that are rated below investment grade (i.e.,  rated
below Baa by Moody's or BBB by S&P or, if unrated, determined by the Sub-advisor
to be of comparable  quality).  These  securities  are regarded as high risk and
predominantly  speculative  with respect to the issuer's  continuing  ability to
meet  principal and interest  payments (see the underlying  fund  prospectus for
details).

PIMCO Limited  Maturity Bond  Portfolio:  The investment  objective of the PIMCO
Limited Maturity Bond Portfolio is to seek to maximize total return,  consistent
with preservation of capital and prudent  investment  management.  The portfolio
will  invest  at  least  65% of its  total  assets  in the  following  types  of
securities,  which may be issued by domestic or foreign entities and denominated
in U.S. dollars or foreign  currencies:  securities  issued or guaranteed by the
U.S.   Government,   its  agencies  or   instrumentalities   ("U.S.   Government
securities");  corporate debt securities;  corporate commercial paper;  mortgage
and other asset-backed  securities;  variable and floating rate debt securities;
bank  certificates  of deposit,  fixed time  deposits and bankers'  acceptances;
repurchase agreements and reverse repurchase agreements;  obligations of foreign
governments or their subdivisions, agencies and instrumentalities, international
agencies  or  supranational  entities;  and  foreign  currency  exchange-related
securities, including foreign currency warrants.

The  portfolio  may hold  different  percentages  of its assets in these various
types of securities,  and may invest all of its assets in derivative instruments
or in mortgage- or asset-backed securities.  There are special risks involved in
these instruments. The portfolio will invest in a diversified portfolio of fixed
income  securities of varying  maturities with a portfolio  duration from one to
three years.  The portfolio may invest up to 10% of its assets in corporate debt
securities  that are  rated  below  investment  grade  but  rated B or higher by
Moody's  or  S&P  (or,  if  unrated,  determined  by  the  Sub-advisor  to be of
comparable  quality).  The  portfolio may also invest up to 20% of its assets in
securities  denominated in foreign currencies.  The "total return" sought by the
portfolio  will consist of interest and dividends  from  underlying  securities,
capital  appreciation  reflected in  unrealized  increases in value of portfolio
securities  (realized by the  shareholder  only upon selling shares) or realized
from the purchase  and sale of  securities,  and use of futures and options,  or
gains from favorable  changes in foreign  currency  exchange rates The portfolio
may invest directly in U.S. dollar- or foreign currency-denominated fixed income
securities of non-U.S. issuers. The portfolio will limit its foreign investments
to  securities  of  issuers  based  in  developed  countries   (including  Newly
Industrialized  Countries,  "NICs",  such as Taiwan,  South  Korea and  Mexico).
Investing in the securities of issuers in any foreign country  involves  special
risks.

AST Scudder  International  Bond Portfolio:  The AST Scudder  International Bond
Portfolio seeks to provide income primarily by investing in a managed  portfolio
of high-grade debt securities denominated in foreign currencies  ("international
bonds"). As a secondary  objective,  the portfolio seeks protection and possible
enhancement of principal value by actively  managing  currency,  bond market and
maturity  exposure  and by security  selection.  The  portfolio  is intended for
long-term  investors  who can  accept the risks  associated  with  investing  in
international  bonds. Total return from investment in the portfolio will consist
of income  after  expenses,  bond price  gains (or losses) in terms of the local
currency and currency  gains (or losses).  For tax purposes,  realized gains and
losses on currency  are  regarded as ordinary  income and loss and could,  under
certain  circumstances,  have an  impact  on  distributions.  The  value  of the
portfolio  will  fluctuate  in response to various  economic  factors,  the most
important  of which are  fluctuations  in foreign  currency  exchange  rates and
interest rates.

The  portfolio  will  normally  invest at least 65% of its total assets in bonds
denominated  in foreign  currencies.  Because the  portfolio's  investments  are
primarily denominated in foreign currencies, exchange rates are likely to have a
significant  impact on total portfolio  performance.  For example, a fall in the
U.S.  dollar's value relative to the Japanese yen will increase the U.S.  dollar
value of a Japanese  bond held in the  portfolio,  even though the price of that
bond in yen terms remains  unchanged.  Conversely,  if the U.S.  dollar rises in
value  relative to the yen, the U.S.  dollar value of a Japanese bond will fall.
Investors  should be aware that exchange rate movements can be  significant  and
endure for long periods of time.

Because of the portfolio's long-term investment objective,  investors should not
rely on an investment in the portfolio for their short-term  financial needs and
should not view the portfolio as a vehicle for playing  short-term swings in the
international  bond and foreign exchange markets.  Shares of the portfolio alone
should not be regarded as a complete investment program.  Also, investors should
be aware that  investing in  international  bonds may involve a higher degree of
risk than investing in U.S. bonds.

   
Berger Capital Growth Portfolio:  The investment objective of the Berger Capital
Growth  Portfolio is long-term  capital  appreciation.  The  Portfolio  seeks to
achieve this  objective by investing  primarily in common stocks of  established
companies  which the  Sub-advisor  believes offer  favorable  growth  prospects.
Current income is not an investment  objective of the Portfolio,  and any income
produced  will  be a  by-product  of  the  effort  to  achieve  the  Portfolio's
objective.  In general,  investment  decisions for the Portfolio are based on an
approach  which seeks out successful  companies  because they are believed to be
more apt to become profitable investments. To evaluate a prospective investment,
the Sub-advisor  analyzes  information from various sources,  including industry
economic  trends,  earnings  expectations and fundamental  securities  valuation
factors to identify companies which in the Sub-advisor's opinion are more likely
to have predictable,  above average earnings growth, regardless of the company's
size and  geographic  location.  The  Sub-advisor  also  takes  into  account  a
company's  management and its innovations in products and services in evaluating
its prospects for continued or future earnings growth.

In selecting its portfolio securities,  the Portfolio places primary emphasis on
established  companies  which it believes to have  favorable  growth  prospects.
Common  stocks  usually  constitute  all or most of the  Portfolio's  investment
holdings,  but the  Portfolio  remains free to invest in  securities  other than
common  stocks,  and may do so when deemed  appropriate  by the  Sub-advisor  to
achieve the objective of the  Portfolio.  The Portfolio  may, from time to time,
take substantial positions in securities  convertible into common stocks, and it
may also  purchase  government  securities,  preferred  stocks and other  senior
securities if its Sub-advisor believes these are likely to be the best suited at
that time to  achieve  the  Portfolio's  objective.  The  Portfolio's  policy of
investing in securities  believed to have a potential  for capital  growth means
that a Portfolio  share may be subject to greater  fluctuations in value than if
the Portfolio invested in other securities.

ROBERTSON STEPHENS CAPITAL APPRECIATION  [TO BE FILED BY AMENDMENT]
    

                             The Alger American Fund

   
Alger American Growth Portfolio:  The investment objective of the Alger American
Growth Portfolio is long-term capital appreciation. Income is a consideration in
the  selection  of  investments  but  is  not  an  investment  objective  of the
portfolio.  It seeks to achieve its objective by investing in equity securities,
such as common or  preferred  stocks  that are listed on a  national  securities
exchange, or securities  convertible into or exchangeable for equity securities,
including  warrants and rights,  often selected by the investment manager on the
basis of original  research  produced by its research  analysts.  Except  during
temporary  defensive  periods,  the portfolio invests at least 65 percent of its
total assets in equity  securities  of companies  that, at the time of purchase,
have total market capitalization of $1 billion or greater.

Alger American Small Capitalization  Portfolio:  The investment objective of the
Portfolio is long-term capital  appreciation.  Except during temporary defensive
periods,  the  Portfolio  invests  at least  65% of its  total  assets in equity
securities of companies  that, at the time of purchase of the  securities,  have
total  market  capitalization  within  the range of  companies  included  in the
Russell 2000 Growth Index,  updated quarterly.  The Russell 2000 Growth Index is
designed to track the performance of small capitalization companies. At the date
of this Prospectus,  the range of market  capitalization  of these companies was
$____million to  $_____billion.  The Portfolio may invest up to 35% of its total
assets in equity  securities of companies  that,  at the time of purchase,  have
total  market  capitalization  outside  the range of  companies  included in the
Russell  2000  Growth  Index  and in excess  of that  amount  (up to 100% of its
assets) during temporary defensive periods.

Alger  American  MidCap  Growth  Portfolio:  The  investment  objective  of  the
Portfolio is long-term capital  appreciation.  Except during temporary defensive
periods,  the  Portfolio  invests  at least  65% of its  total  assets in equity
securities of companies  that, at the time of purchase of the  securities,  have
total market  capitalization  within the range of companies  included in the S&P
MidCap 400 Index,  updated  quarterly.  The S&P MidCap 400 Index is  designed to
track the performance of medium  capitalization  companies.  At the date of this
Prospectus,   the  range  of  market   capitalization  of  these  companies  was
$____million  to  $____billion.  The Portfolio may invest up to 35% of its total
assets in equity  securities of companies  that,  at the time of purchase,  have
total market  capitalization  outside the range of companies included in the S&P
MidCap 400 Index and in excess of that amount (up to 100% of its assets)  during
temporary defensive periods.
    

                  Neuberger & Berman Advisers Management Trust

(Each  portfolio of the  Neuberger & Berman  Advisers  Management  Trust invests
exclusively  in a  corresponding  series of Advisers  Managers  Trust in what is
sometimes known as a "master/feeder" fund structure.  Therefore,  the investment
objective of each portfolio  matches that of the series of the Advisers Managers
Trust in which the portfolio invests.  Therefore,  the following  information is
presented in terms of the applicable series of the Advisers Management Trust).

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

The AMT Partners  Investments  invests primarily in common stocks of established
companies,  using the  value-oriented  investment  approach.  The  series  seeks
capital  growth  through an  investment  approach  that is  designed to increase
capital with reasonable risk. Its investment  program seeks securities  believed
to be undervalued  based on strong  fundamentals  such as low  price-to-earnings
ratios, consistent cash flow, and support from asset values.

Up to 15% of the series' net assets may be invested in corporate debt securities
rated below investment  grade or in comparable  unrated  securities.  Securities
rated below investment grade as well as unrated  securities are often considered
to be speculative and usually entail greater risk.

   
                           Montgomery Variable Series


Emerging  Markets Fund:  The  investment  objective of the  Montgomery  Variable
Series  Emerging  Markets  Fund is  capital  appreciation,  which  under  normal
conditions  it seeks by  investing  at least 65% of its  total  assets in equity
securities  of  companies  in  countries  having  emerging  markets.  For  these
purposes,  the Fund defines an emerging market country as having an economy that
is or would be considered by the World Bank or the United Nations to be emerging
or developing. This Fund considers emerging market companies to be companies the
securities of which are principally  traded in the capital market of an emerging
market  country,  companies that derive at least 50% of their total revenue from
either goods produced or services  rendered in emerging market countries or from
sales made in such emerging market countries, regardless of where the securities
of such companies are principally  traded, or companies organized under the laws
of, and with a principal office in, an emerging market country.

This Fund uses a proprietary, quantitative asset allocation model created by the
Manager.  This  model  employs  mean-variance  optimization,  a process  used in
developed markets based on modern portfolio theory and statistics. Mean-variance
optimization  helps determine the percent of assets to invest in each country to
maximize expected returns for a given risk level. This Fund's aims are to invest
in those  countries that are expected to have the highest  risk/reward  tradeoff
when incorporated into a total portfolio context and to construct a portfolio of
emerging market  investments  approximating the risk level of an internationally
diversified  portfolio of  securities  in  developed  markets.  This  "top-down"
country selection is combined with "bottom-up" fundamental industry analysis and
stock selection based on original research, publicly available information,  and
company visits.

This Fund  invests  primarily in common stock but also may invest in other types
of equity  and  equity  derivatives  securities.  It may invest up to 35% of its
total assets in debt  securities,  including up to 5% in debt  securities  rated
below investment grade. The Fund has the right to purchase securities in foreign
countries.  Accordingly,  shareholders should consider carefully the substantial
risks involved in investing in securities issued by companies and governments of
foreign  nations,  which are in addition to the usual risks inherent in domestic
investments.  While the Fund may  invest in mature  suppliers  of  products  and
services,  and technologies,  the Fund also may invest in smaller companies that
may benefit from the  development  of new products and  services.  These smaller
companies may present greater  opportunities  for capital  appreciation  but may
involve  greater risk than larger,  mature  issuers.  The Fund is  authorized to
invest in medium  quality  (rated or equivalent to BBB by S&P or Baa by Moody's)
and in limited amounts of high risk,  lower quality debt  securities,  sometimes
called "junk bonds," (i.e.,  securities  rated below BBB or Baa) or, if unrated,
deemed to be of  equivalent  investment  quality as  determined  by the Manager.
Medium quality debt securities have speculative characteristics,  and changes in
economic conditions or other circumstances are more likely to lead to a weakened
capacity to make  principal  and interest  payments than is the case with higher
grade debt securities.
    
   
[
                                 Galaxy VIP Fund

GAL Money Market Fund: The Money Market Fund's  investment  objective is to seek
as high a level of current income as is consistent  with liquidity and stability
of  principal.  The Fund seeks to achieve its  objective  by investing in "money
market"  instruments  that are determined by the  investment  adviser to present
minimal credit risk and meet certain rating  criteria.  Instruments  that may be
purchased by the Money Market Fund include  obligations  of domestic and foreign
banks  (including  negotiable  certificates  of  deposit,   non-negotiable  time
deposits,   savings  deposits,  and  bankers'  acceptances);   commercial  paper
(including  variable and floating rate notes);  obligations issued or guaranteed
by the U.S.  Government,  its  agencies  or  instrumentalities;  and  repurchase
agreements issued by financial  institutions  such as banks and  broker/dealers.
These  instruments have remaining  maturities of thirteen months or less (except
for certain variable and floating rate notes and securities  underlying  certain
repurchase agreements).

In accordance with a rule promulgated by the Securities and Exchange Commission,
the Money  Market  Fund will  purchase  only  those  instruments  which meet the
applicable quality requirements  described below. The Money Market Fund will not
purchase a security (other than a U.S. Government  security) unless the security
or the issuer with respect to comparable securities (i) is rated by at least two
nationally recognized statistical rating organizations ("Rating  Organizations")
(such as S&P or Moody's) in the highest category for short-term debt securities,
(ii) is rated by the only Rating  Organization  that has issued a rating in such
Rating  Organization's  highest  category for  short-term  debt, or (iii) if not
rated, the security is determined to be of comparable quality. Determinations of
comparable quality will be made in accordance with procedures established by the
Board of Trustees.

GAL Equity Fund:  The Equity Fund's  investment  objective is to seek  long-term
growth by investing in companies  that the Fund's  investment  adviser  believes
have above-average earnings potential.  The Fund seeks to achieve its investment
objective by investing,  under normal market and economic  conditions,  at least
75% of its total assets in a broadly diversified  portfolio of equity securities
such as common stock,  preferred  stock,  common stock  warrants and  securities
convertible into common stock of companies that the investment  adviser believes
will increase future  earnings to a level above the average  earnings of similar
issuers.  Such  companies  often  retain their  earnings to finance  current and
future growth and, for this reason, generally pay little or no dividends. Equity
securities in which the Fund invests are selected based on analyses of trends in
industries and companies,  earning power, growth features,  quality and depth of
management,  marketing and manufacturing skills,  financial conditions and other
investment criteria. By investing in convertible securities,  the Fund will seek
the opportunity,  through the conversion  feature, to participate in the capital
appreciation of the common stock into which the securities are convertible.

All debt obligations, including convertible bonds, purchased by the Fund will be
rated at the time of purchase in one of the four highest  rating  categories  by
S&P (AAA, AA, A and BBB) or Moody's (Aaa, Aa, A and Baa) or, if not rated,  will
be determined to be of an equivalent  quality by the  investment  adviser.  Debt
securities  rated BBB by S&P or Baa by Moody's are  generally  considered  to be
investment grade securities  although they may have speculative  characteristics
and changes in economic conditions or circumstances are more likely to lead to a
weakened  capacity to make principal and interest  payments than is the case for
higher grade debt obligations.

The Equity Fund may invest indirectly in foreign securities through the purchase
of American  Depository  Receipts  ("ADRs")  and  European  Depository  Receipts
("EDRs").  In  addition,  the Fund may  invest in  securities  issued by foreign
branches of U.S. banks and foreign banks, Canadian commercial paper and Canadian
securities  listed  on a  national  securities  exchange,  and  Europaper  (U.S.
dollar-denominated commercial paper of foreign issuers). The Fund may also write
covered call options.

As a temporary  defensive  measure,  the Fund may invest  without  limitation in
cash,  "money market"  instruments and  obligations  issued or guaranteed by the
U.S.  Government,  its agencies and  instrumentalities at such times and in such
proportions as, in the opinion of the investment  adviser,  prevailing market or
economic conditions warrant.

GAL High Quality Bond Fund: The High Quality Bond Fund's investment objective is
to seek a high level of current income  consistent with prudent risk of capital.
The Fund  invests  its  assets  in  corporate  debt  obligations  such as bonds,
debentures,   obligations   convertible   into  common  stock,   "money  market"
instruments such as bank obligations and commercial paper, in obligations issued
or guaranteed by the U.S. Government, its agencies or instrumentalities,  and in
debt  obligations of  supranational  entities.  Supranational  entities  include
international  organizations designated or supported by governmental entities to
promote  economic   reconstruction  or  development  and  international  banking
institutions  and related  government  agencies.  Examples of these  include The
International Bank for Reconstruction and Development  ("World Bank"), The Asian
Development  Bank  and  The  InterAmerican   Development  Bank.  Obligations  of
supranational  entities may be supported by appropriated but unpaid  commitments
of their member countries, and there is no assurance that these commitments will
be  undertaken  or met in the future.  The failure by a member  country to honor
such commitments could adversely affect the payment of principal and interest on
these obligations.  The Fund may also invest,  from time to time, in obligations
issued by state and local governmental  issuers  ("Municipal  Securities").  The
purchase  of  Municipal  Securities  may be  advantageous  when,  as a result of
prevailing economic, regulatory or other circumstances,  the performance of such
securities,  on a pretax basis,  is comparable to that of corporate or U.S. debt
obligations.  The High  Quality Bond Fund may enter into  interest  rate futures
contracts to hedge against changes in market values of fixed-income  instruments
that the Fund  holds or intends to  purchase.  At least 65% of the Fund's  total
assets will be invested in  non-convertible  bonds.  Any common  stock  received
through  the  conversion  of  convertible  debt  obligations  will be sold in an
orderly manner as soon as possible.

Under normal market and economic  conditions,  the Fund will invest at least 80%
of its assets in high quality debt  obligations  that are rated,  at the time of
purchase, within the two highest ratings of S&P (AAA and AA) or Moody's (Aaa and
Aa) (or which,  if unrated,  are determined by the  investment  adviser to be of
comparable  quality)  and in  obligations  issued  or  guaranteed  by  the  U.S.
Government,   its  agencies  or  instrumentalities   and  other  "money  market"
instruments.  Unrated  securities will be determined to be of comparable quality
to high  quality debt  obligations  if, among other  things,  other  outstanding
obligations of the issuers of such securities are rated AA or A-2/P-2 or better.
When, in the opinion of the investment  adviser, a defensive  investment posture
is warranted,  the Fund may invest  temporarily  and without  limitation in high
quality, short-term "money market" instruments.

The Fund may also invest up to 5% of its total assets in dollar-denominated high
quality debt obligations of U.S.  companies issued outside the United States. In
addition,  the Fund may  acquire  high  quality  obligations  issued by Canadian
Provincial  Governments  which are similar to U.S.  Municipal  Securities except
that the income  derived  therefrom is fully subject to U.S.  Federal  taxation.
These instruments are denominated in either Canadian or U.S. dollars and have an
established over-the-counter market in the United States.

The Fund seeks to provide a current yield greater than that generally  available
from a portfolio of high quality short-term  obligations.  The High Quality Bond
Fund's average weighted maturity will vary from time to time depending on, among
other things,  current market and economic conditions and the comparative yields
on instruments with different maturities.  The Fund adjusts its average weighted
maturity and its holdings of corporate and U.S.  Government debt securities in a
manner  consistent  with the  investment  adviser's  assessment  of  prospective
changes in  interest  rates.  The  success  of this  strategy  depends  upon the
investment adviser's ability to predict changes in interest rates.

The value of the Fund's portfolio  securities will generally vary inversely with
changes in prevailing  interest rates.  The high quality credit criteria applied
to the selection of portfolio  securities  are intended to reduce  adverse price
changes due to credit considerations.

GAL Asset Allocation Fund: The investment objective of the Asset Allocation Fund
is to seek a high total return by providing  both a current level of income that
is greater than that  provided by the popular  stock market  averages as well as
long-term  growth in the value of the Fund's  assets.  The Fund seeks to achieve
its  investment  objective and at the same time reduce  volatility by allocating
its assets among  short-term  obligations,  common  stock,  preferred  stock and
bonds.  The  proportion of the Fund's  assets  invested in each type of security
will  vary  from  time  to  time  as  a  result  of  the  investment   adviser's
interpretation of economic and market conditions.  However,  at least 25% of the
Fund's  total  assets  will at all  times be  invested  in  fixed-income  senior
securities,  including debt  securities and preferred  stocks.  Debt  securities
purchased  by the Fund will be rated at the time of  purchase in one of the four
highest rating categories by S&P (AAA, AA, A and BBB) or Moody's (Aaa, Aa, A and
Baa) (or which,  if unrated,  are determined by the investment  adviser to be of
comparable  quality).  Debt  securities  rated BBB by S&P or Baa by Moody's  are
generally  considered to be investment grade  securities  although they may have
speculative  characteristics and changes in economic conditions or circumstances
are more likely to lead to a weakened  capacity to make  principal  and interest
payments than is the case for higher grade debt obligations. In selecting common
stock for purchase by the Fund,  the  investment  adviser will analyze trends in
industries and companies,  earning power, growth features,  quality and depth of
management,  marketing and manufacturing skills,  financial conditions and other
investment criteria.

The Asset  Allocation  Fund may also  invest  up to 20% of its  total  assets in
foreign  securities,  either  directly or indirectly  through ADRs and EDRs. The
Fund may write  covered  call  options,  purchase  asset-backed  securities  and
mortgage-backed   securities   and  enter   into   foreign   currency   exchange
transactions.

As a temporary  defensive  measure,  the Fund may invest  without  limitation in
cash,  "money market"  instruments and  obligations  issued or guaranteed by the
U.S.  Government,  its agencies and  instrumentalities at such times and in such
proportions as, in the opinion of the investment adviser,  prevailing market and
economic conditions warrant.

Investments  in  foreign  securities  involve  higher  costs  for the Fund  than
investments in U.S.  securities,  including higher  transaction costs as well as
the  imposition in some cases of additional  taxes by foreign  governments.  For
example,  fixed commissions on foreign stock exchanges are generally higher than
the negotiated commissions on U.S. exchanges and the Fund may be subject in some
cases to withholding and/or transfer taxes. In addition, foreign investments may
include  additional risks associated with currency exchange rates, less complete
financial  information about the issuers,  less market liquidity,  and political
instability. Future political and economic developments, the possible imposition
of withholding taxes on interest income, the possible seizure or nationalization
of foreign holdings,  the possible  establishment of exchange  controls,  or the
adoption of other governmental restrictions,  might adversely affect the payment
of principal and interest on foreign obligations.

Although  the Asset  Allocation  Fund may invest in  securities  denominated  in
foreign  currencies,  the Fund values its  securities  and other  assets in U.S.
dollars.  As a result,  the net asset value of the Fund's  shares may  fluctuate
with U.S.  dollar  exchange  rates as well as with  price  changes of the Fund's
securities in the various local markets and currencies. Thus, an increase in the
value of the U.S.  dollar compared to the currencies in which the Fund makes its
investments  could  reduce the effect of  increases  and  magnify  the effect of
decreases  in the  price  of the  Fund's  securities  in  their  local  markets.
Conversely,  a decrease in the value of the U.S.  dollar will have the  opposite
effect of  magnifying  the  effect  of  increases  and  reducing  the  effect of
decreases  in the prices of the Fund's  securities  in their local  markets.  In
addition to favorable and unfavorable currency exchange-rate  developments,  the
Fund is subject to the possible  imposition of exchange  control  regulations or
freezes on convertibility of currency.

                             American Skandia Trust

JanCap Growth Portfolio: The investment objective of the JanCap Growth Portfolio
is growth of capital in a manner  consistent  with the  preservation of capital.
Realization  of income is not a  significant  investment  consideration  and any
income realized on investments, therefore, will be incidental to this objective.
The  objective  will be pursued by  emphasizing  investments  in common  stocks.
Common  stock   investments  will  be  in  industries  and  companies  that  the
portfolio's  sub-advisor  believes are  experiencing  favorable demand for their
products  and  services,  and  which  operate  in a  favorable  competitive  and
regulatory environment.  Investments may be made to a lesser degree in preferred
stocks,  convertible securities,  warrants, and debt securities of U.S. issuers,
when the JanCap Growth  Portfolio  perceives an  opportunity  for capital growth
from such  securities or so that a return may be received on its idle cash. Debt
securities  which  the  portfolio  may  purchase  include  corporate  bonds  and
debentures  (not to exceed  5% of net  assets in bonds  rated  below  investment
grade),   mortgage-backed  and  asset-backed   securities,   zero-coupon  bonds,
indexed/structured  notes, high-grade commercial paper,  certificates of deposit
and repurchase agreements.  Securities of foreign issuers,  including securities
of  foreign  governments  and  Euromarket  securities,  also  may be  purchased.
Although it is the general policy of the JanCap Growth Portfolio to purchase and
hold  securities  for  capital  growth,   changes  will  be  made  whenever  the
portfolio's sub-advisor believes they are advisable.  Because investment changes
usually will be made without reference to the length of time a security has been
held, a significant number of short-term transactions may result.

Investments  also may be made in  "special  situations"  from  time to  time.  A
"special situation" arises when, in the opinion of the portfolio's  sub-advisor,
the  securities  of a particular  company will be recognized  and  appreciate in
value  due to a  specific  development,  such as a  technological  breakthrough,
management  change  or a  new  product  at  that  company.  Subject  to  certain
limitations,  the JanCap  Growth  Portfolio  may purchase  and write  options on
securities (including index options) and options on foreign currencies,  and may
invest in futures  contracts  for the purchase or sale of  instruments  based on
financial indices,  including  interest rates or an index of U.S.  Government or
foreign  government  securities or equity or  fixed-income  securities,  futures
contracts  on  foreign   currencies  and  fixed  income   securities   ("futures
contracts"),  options  on futures  contracts,  forward  contracts  and swaps and
swap-related  products.  These  instruments  will be used  primarily for hedging
purposes.  Investment of up to 15% of the JanCap Growth Portfolio's total assets
may be made in securities that are considered illiquid because of the absence of
a readily available market or due to legal or contractual restrictions.

Lord Abbett Growth and Income  Portfolio:  The investment  objective of the Lord
Abbett  Growth and Income  Portfolio is  long-term  growth of capital and income
while attempting to avoid excessive fluctuations in market value. This objective
will be pursued by  investing  in  securities  which are  selling at  reasonable
prices in relation to value. Normally, investments will be made in common stocks
of large,  seasoned  companies  which are in sound  financial  condition and are
expected to show above-average growth.

Seligman Henderson  International Equity Portfolio:  The investment objective of
Seligman   Henderson   International   Equity  Portfolio  is  long-term  capital
appreciation   consistent  with   preservation  of  capital   primarily  through
investment in securities of non-United States issuers.  The portfolio may invest
in  securities of issuers  domiciled in any country but under normal  conditions
investments  may be  made in two  principal  regions:  The  United  Kingdom  and
Continental  Europe;  and the  Pacific  Basin  Countries.  Continental  European
countries may include,  from time to time, Austria,  Belgium,  Denmark,  Federal
Republic  of Germany,  Finland,  France,  Greece,  Ireland,  Italy,  Luxembourg,
Netherlands,  Norway, Portugal, Spain, Sweden and Switzerland.  Countries in the
Pacific Basin may include Australia,  Hong Kong, India, Japan, Korea,  Malaysia,
New Zealand,  People's Republic of China,  Philippines,  Singapore,  Taiwan, and
Thailand.  The portfolio  believes that it will usually have assets  invested in
both of these  regions.  Although  under normal market  conditions the portfolio
will invest in a minimum of five countries,  it may have assets invested in many
of the above  countries.  Investments will not normally be made in securities of
issuers located in the United States or Canada.

T. Rowe Price Asset  Allocation  Portfolio:  The investment  objective of the T.
Rowe Price Asset Allocation Portfolio is to seek a high level of total return by
investing   primarily  in  a  diversified  group  of  fixed  income  and  equity
securities.  The portfolio is designed to balance the potential  appreciation of
common  stocks with the income and  principal  stability  of bonds over the long
term. Under normal market  conditions over the long-term,  the portfolio expects
to allocate its assets (other than cash reserves) so that  approximately  40% of
such assets will be in fixed income  securities and  approximately 60% in equity
securities.

The  portfolio's  fixed income  securities  will be allocated  among  investment
grade, high yield and non-dollar debt securities.  The weighted average maturity
for this portion of the  portfolio is generally  expected to be between four and
nine years, although it may vary significantly. High-yielding,  income-producing
debt  securities  (commonly  referred to as "junk bonds") and  preferred  stocks
including  convertible  securities may be purchased  without regard to maturity,
however,  the average  maturity of the bonds is expected to be  approximately 10
years, although it may vary if market conditions warrant. Quality will generally
range from  lower-medium  to low and the portfolio  may also  purchase  bonds in
default if, in the opinion of the  Sub-advisor,  there is significant  potential
for capital appreciation.

The  portfolio's  equity  securities will be allocated among large and small-cap
U.S. and non-dollar equity  securities.  Large-cap will be stocks in the S&P 500
and stocks of  well-established  companies which can produce increasing dividend
income.  Small-cap will be common stocks of small  companies or companies  which
offer the  possibility  of  accelerated  earnings  growth because of rejuvenated
management, new products or structural changes in the economy. Current income is
not a factor in the selection of these stocks.

The portfolio will generally trade in securities (either common stocks or bonds)
for  short-term  profits,  but, when  circumstances  warrant,  securities may be
purchased and sold without regard to the length of time held.

T. Rowe Price International Equity Portfolio: The investment objective of the T.
Rowe Price International  Equity Portfolio is to seek total return on its assets
through  investments  in  common  stocks  of  established,  non-U.S.  companies.
Investments may be made solely for capital  appreciation or solely for income or
any  combination of both for the purpose of achieving a higher  overall  return.
Total return consists of capital appreciation or depreciation,  dividend income,
and currency  gains or losses.  The portfolio  intends to diversify  investments
broadly among countries and to normally have at least three different  countries
represented in the  portfolio.  The portfolio may invest in countries of the Far
East and Western  Europe as well as South  Africa,  Australia,  Canada and other
areas  (including  developing  countries).  Under  unusual  circumstances,   the
portfolio may invest substantially all of its assets in one or two countries.

Founders Capital  Appreciation  Portfolio:  The investment objective of Founders
Capital  Appreciation  Portfolio is capital  appreciation.  The  portfolio  will
normally  invest  at least 65% of its  total  assets  in  common  stocks of U.S.
companies  with market  capitalizations  of $1.5  billion or less.  These stocks
normally will be traded in the  over-the-counter  market. Since it may engage in
short-term  trading,  the portfolio may have annual portfolio  turnover rates in
excess of 100%.

INVESCO Equity Income Portfolio:  The investment objective of the INVESCO Equity
Income Portfolio is to seek high current income while following sound investment
practices.   Capital  growth   potential  is  an   additional,   but  secondary,
consideration in the selection of portfolio  securities.  The portfolio seeks to
achieve its objective by investing in securities which will provide a relatively
high-yield and stable return and which, over a period of years, may also provide
capital appreciation.  The portfolio normally will invest between 60% and 75% of
its assets in dividend-paying,  marketable common stocks of domestic and foreign
industrial  issuers.  The  portfolio  also  will  invest in  convertible  bonds,
preferred  stocks and debt  securities.  The portfolio may depart from the basic
investment objective and assume a defensive position with a large portion of its
assets  temporarily  invested  in high  quality  corporate  bonds,  or notes and
government issues, or held in cash. The portfolio's investments in common stocks
may decline in value.  To minimize the risk this  presents,  the portfolio  only
invests in  dividend-paying  common  stocks of domestic  and foreign  industrial
issuers  which  are  marketable,  and  will  not  invest  more  than  5% of  the
portfolio's  assets in the securities of any one company or more than 25% of the
portfolio's  assets in any one industry.  The  portfolio's  investments  in debt
securities will generally be subject to both credit risk and market risk.  There
are no  fixed-limitations  regarding portfolio  turnover.  The rate of portfolio
turnover may fluctuate as a result of constantly  changing  economic  conditions
and market circumstances.  Securities initially satisfying the portfolio's basic
objectives and policies may be disposed of when they are no longer suitable.  As
a result, it is anticipated that the portfolio's  annual portfolio turnover rate
may be in  excess  of 100%,  and may be  higher  than  that of other  investment
companies   seeking   current   income  with  capital   growth  as  a  secondary
consideration.  Increased  portfolio turnover would cause the portfolio to incur
greater brokerage costs than would otherwise be the case.

PIMCO Limited  Maturity Bond  Portfolio:  The investment  objective of the PIMCO
Limited Maturity Bond Portfolio is to seek to maximize total return,  consistent
with preservation of capital and prudent  investment  management.  The portfolio
will  invest  at  least  65% of its  total  assets  in the  following  types  of
securities,  which may be issued by domestic or foreign entities and denominated
in U.S. dollars or foreign  currencies:  securities  issued or guaranteed by the
U.S.   Government,   its  agencies  or   instrumentalities   ("U.S.   Government
securities");  corporate debt securities;  corporate commercial paper;  mortgage
and other asset-backed  securities;  variable and floating rate debt securities;
bank  certificates  of deposit,  fixed time  deposits and bankers'  acceptances;
repurchase agreements and reverse repurchase agreements;  obligations of foreign
governments or their subdivisions, agencies and instrumentalities, international
agencies  or  supranational  entities;  and  foreign  currency  exchange-related
securities, including foreign currency warrants.

The  portfolio  may hold  different  percentages  of its assets in these various
types of securities,  and may invest all of its assets in derivative instruments
or in mortgage- or asset-backed securities.  There are special risks involved in
these instruments. The portfolio will invest in a diversified portfolio of fixed
income  securities of varying  maturities with a portfolio  duration from one to
three years.  The portfolio may invest up to 10% of its assets in corporate debt
securities  that are  rated  below  investment  grade  but  rated B or higher by
Moody's  or  S&P  (or,  if  unrated,  determined  by  the  Sub-advisor  to be of
comparable  quality).  The  portfolio may also invest up to 20% of its assets in
securities  denominated in foreign currencies.  The "total return" sought by the
portfolio  will consist of interest and dividends  from  underlying  securities,
capital  appreciation  reflected in  unrealized  increases in value of portfolio
securities  (realized by the  shareholder  only upon selling shares) or realized
from the purchase  and sale of  securities,  and use of futures and options,  or
gains from favorable  changes in foreign  currency  exchange rates The portfolio
may invest directly in U.S. dollar- or foreign currency-denominated fixed income
securities of non-U.S. issuers. The portfolio will limit its foreign investments
to  securities  of  issuers  based  in  developed  countries   (including  Newly
Industrialized  Countries,  "NICs",  such as Taiwan,  South  Korea and  Mexico).
Investing in the securities of issuers in any foreign country  involves  special
risks.

                             The Alger American Fund

Alger American Small Capitalization  Portfolio:  The investment objective of the
Portfolio is long-term capital  appreciation.  Except during temporary defensive
periods,  the  Portfolio  invests  at least  65% of its  total  assets in equity
securities of companies  that, at the time of purchase of the  securities,  have
total  market  capitalization  within  the range of  companies  included  in the
Russell 2000 Growth Index,  updated quarterly.  The Russell 2000 Growth Index is
designed to track the performance of small capitalization companies. At the date
of this Prospectus,  the range of market  capitalization  of these companies was
$____million to  $_____billion.  The Portfolio may invest up to 35% of its total
assets in equity  securities of companies  that,  at the time of purchase,  have
total  market  capitalization  outside  the range of  companies  included in the
Russell  2000  Growth  Index  and in excess  of that  amount  (up to 100% of its
assets) during temporary defensive periods.

Alger American Growth Portfolio:  The investment objective of the Alger American
Growth  Portfolio is long-term  capital  appreciation.  Except during  temporary
defensive periods, the Portfolio invests at least 65 percent of its total assets
in  equity  securities  of  companies  that,  at the  time  of  purchase  of the
securities,  have total  market  capitalization  of $1 billion or  greater.  The
Portfolio  may  invest up to 35% of its total  assets  in equity  securities  of
companies  that, at the time of purchase,  have total market  capitalization  of
less than $1 billion  and in excess of that  amount  (up to 100% of its  assets)
during temporary defensive periods.]
    

<PAGE>


   
                   American Skandia Life Assurance Corporation
           Attention: Concierge Desk [Galaxy Annuity Customer Service]
                                  P.O. Box 883
                           Shelton, Connecticut 06484

================================================================================
            PLEASE SEND ME A STATEMENT OF ADDITIONAL INFORMATION THAT
           CONTAINS FURTHER DETAILS ABOUT THE AMERICAN SKANDIA ANNUITY
               DESCRIBED IN PROSPECTUS ASAP2 [GAL 4]-PROS (05/96).

             -------------------------------------------------------
                                (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
                                  P.O. Box 883
                           Shelton, Connecticut 06484

<TABLE>
<CAPTION>

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

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 [1-800-444-3970]                                      Telephone:  1-800-752-6342 [1-800-444-3970]
</TABLE>

                                 Distributed by:

                    AMERICAN SKANDIA MARKETING, INCORPORATED
                                                        One Corporate Drive
                           Shelton, Connecticut 06484
                            Telephone: (203) 926-1888




--------
* Trustees of American  Skandia  Trust,  one of the  underlying  mutual funds in
which the Sub-accounts offered pursuant to this Prospectus invest.
ASAP2 [GAL 4] 2/9/96  5:15 PM

                                                                   
                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13.  Other Expenses of Issuance and Distribution:  Not Applicable.

Item 14. Indemnification of Directors and Officers: Under Section 33-320a of the
Connecticut  General  Statutes,  the  Registrant  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  Registrant.  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  Registrant  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 American  Skandia  Marketing,  Incorporated,
("ASM,  Inc."),  formerly  Skandia  Life Equity Sales  Corporation,  can also be
indemnified  pursuant to Indemnity  Agreements between each director and officer
and American Skandia Investment  Holding  Corporation,  a corporation  organized
under  the laws of the  state  of  Delaware.  The  provisions  of the  Indemnity
Agreement are governed by Section 45 of the General Corporation Law of the State
of Delaware.

The  directors and officers of ASLAC and ASM, Inc. are covered under a directors
and officers  liability  insurance  policy issued by an  unaffiliated  insurance
company and an insurance policy issued 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.

     Item 15. Recent Sales of Unregistered Securities:  ASLAC has not offered or
sold any unregistered securities.


<PAGE>



Item 16.  Exhibits and Financial Statement Schedules:

         Exhibits                                                           Page

     1  Underwriting  agreement  incorporated  by  reference  to  Post-Effective
Amendment No. 1 to Registration Statement No. 33-26122, filed March 1, 1990

     2  Plan  of  acquisition,   reorganization,   arrangement,  liquidation  or
succession Not applicable

     3 Articles  of  incorporation  and by-laws  incorporated  by  reference  to
Pre-Effective Amendment No. 2 to Registration Statement No. 33-19363, filed July
27, 1988

   
     4  Instruments   defining  the  rights  of  security   holders,   including
indentures,  incorporated  by reference  to  Post-Effective  Amendment  No. 1 to
Registration Statement No. 33-87010, filed April 20, 1995.
    

5        Opinion re legality                           (included as Exhibit 23b)

6 - 9                                                             Not applicable

10       Material contracts (Investment Management Agreement)

     (a) Agreement with J.P. Morgan Investment  Management Inc.  incorporated by
reference  to  Post-Effective  Amendment  No. 5 to  Registration  Statement  No.
33-26122, filed April 23, 1991

     (b)  Agreement  with  Fleet  Investment  Advisors  Inc.,   incorporated  by
reference to the initial  filing of  Registration  Statement No.  33-86918 filed
December 1, 1994

11 - 22                                                           Not applicable

   
23a      Consent of Deloitte & Touche LLP               To be filed by Amendment

23b      Opinion & Consent of Werner & Kennedy          To be filed by Amendment
    

24       Power of Attorney

     (a) For Directors Boronow, Campbell, Carendi, Danckwardt, Dokken and Sutyak
- incorporated by reference to  Post-Effective  Amendment No. 10 to Registration
Statement No. 33-19363, filed February 28, 1992

     (b) For Directors Mazzaferro,  Moberg, Soderstrom and Tracy incorporated by
reference to initial Registration Statement No. 33-86918, filed December 1, 1994

     (c) For Director Svensson incorporated by reference to initial Registration
Statement No. 33-88360, filed January 10, 1995

     (d)  For Directors Brunetti, Collins and Michael

25 - 28                                                           Not applicable
--------------------------------------------------------------------------------

An index to the  financial  statement  schedules  is  omitted  because it is not
required or is not applicable.



<PAGE>


Item 17.  Undertakings:  The undersigned Registrant hereby undertakes:

(1) To file,  during  any  period  in which  offers  or sales  are  being  made,
post-effective amendments to this registration statement:

     (i) To  include  any  prospectus  required  by  section  10  (a)(3)  of the
Securities Act of 1933;

     (ii) To reflect in the  prospectus  any facts or events  arising  after the
effective date of the registration  statement (or the most recent post-effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represent  a
fundamental  change in the information set forth in the registration  statement;
and

     (iii) To  include  any  material  information  with  respect to the plan of
distribution  not  previously  disclosed  in the  registration  statement or any
material change to such information in the registration statement.

(2) That, for the purpose of determining  any liability under the Securities Act
of  1933,  each  such  post-effective  amendment  shall  be  deemed  to be a new
registration statement relating the securities offered therein, and the offering
of such  securities  at that time  shall be deemed to be the  initial  bona fide
offering thereof.

(3) To remove from  registration by means of a  post-effective  amendment any of
the securities  being  registered  which remain unsold at the termination of the
offering.

(4)  The  undersigned   Registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(5) Insofar as indemnification  for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the 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 is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the Registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the 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, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  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.

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

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


<PAGE>


                                   SIGNATURES

Pursuant to the  requirements  of the Securities Act of 1933, the Registrant has
duly  caused  this  registration  statement  to be signed  on its  behalf by the
undersigned,  thereunto  duly  authorized,  in the  City of  Shelton,  State  of
Connecticut, on February 15, 1996.

                   AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
                                   Registrant


By:/s/ M. Patricia Paez                             Attest:/s/ Diana D. Steigauf
M. Patricia Paez, Corporate Secretary                          Diana D. Steigauf

<TABLE>
<CAPTION>
Pursuant to the  requirements of the Securities Act of 1933,  this  Registration
Statement has been signed below by the following  persons in the  capacities and
on the date indicated.

Signature                                               Title                              Date
<S>                 <C>                                                                <C> 

                                             (Principal Executive Officer)


           Jan R. Carendi*                        Chief Executive Officer,          February 15, 1996
           Jan R. Carendi                    Chairman of the Board and Director

                              (Principal Financial Officer and Principal Accounting Officer)


   /s/ Thomas M. Mazzaferro                  Senior Vice President and              February 15, 1996
        Thomas M. Mazzaferro                       Chief Financial Officer


                              (Board of Directors)


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

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

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

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

Nancy F. Brunetti****                                                                  Dianne B. Michael****
Nancy F. Brunetti                                                                        Dianne B. Michael


                    */**/***/****By: /s/M. Patricia Paez
                                        M. Patricia Paez

<FN>
*Pursuant to Powers of Attorney previously filed with Post-Effective Amendment No. 10 to Registration Statement No. 33-19363
      **Pursuant to Powers of Attorney previously filed with the initial filing of Registration Statement No. 33-86918.
      ***Pursuant to Power of Attorney previously filed with the initial filing of Registration Statement No. 33-88630.
                   ****Pursuant to Powers of Attorney filed as an Exhibit to this Registration Statement.
</FN>
</TABLE>

<PAGE>



                                                 Exhibits




Exhibit 23a       Consent of Deloitte & Touche LLP   [TO BE FILED BY AMENDMENT]

Exhibit 23b       Opinion and Consent of Werner & Kennedy   
                  [TO BE FILED BY AMENDMENT]

Exhibit 24d       Powers of Attorney  


<PAGE>















                                  Exhibit 23(a)

                           [TO BE FILED BY AMENDMENT]


<PAGE>
















                                   Exhibit 23b

                           [TO BE FILED BY AMENDMENT]


                                      
<PAGE>

                                  Exhibit 24d

                                      
<PAGE>
                                                 POWER OF ATTORNEY



     KNOW ALL MEN BY THESE PRESENTS,  that the undersigned  director of American
Skandia   Life   Assurance   Corporation,   a   Connecticut   corporation   (the
"Corporation"),  does hereby  make,  constitute  and appoint M.  Patricia  Paez,
Corporate  Secretary and Treasurer of the  Corporation,  and in her absence,  M.
Priscilla  Pannell,  Assistant  Corporate  Secretary,  as his  true  and  lawful
attorney-in-fact  and agent with all power and  authority  on his behalf to sign
his name on any and all registration statements,  documents, instruments, and/or
exhibits related thereto and any and all amendments  thereto  (including any and
all pre- and post- effective  amendments to any  registration  statement) on any
form or forms for the  purpose  of  registering  Annuity  and  Variable  Annuity
products  under the  Securities  Act of 1933 and the  Investment  Company Act of
1940,  with  the  Securities  and  Exchange   Commission,   granting  unto  said
attorney-in-fact  and agent full power and  authority to do and perform each and
every act  authorized by the Power of Attorney and the  undersigned  does hereby
ratify and confirm all that said  attorney-in-fact  and agent may lawfully do or
cause to be done by virtue thereof.


     IN WITNESS WHEREOF,  the undersigned has subscribed hereunder this 13th day
of February, 1996.



                                                      __________________________
                                                            /s/Dianne B. Michael


                                      
<PAGE>







                                                 POWER OF ATTORNEY



     KNOW ALL MEN BY THESE PRESENTS,  that the undersigned  director of American
Skandia   Life   Assurance   Corporation,   a   Connecticut   corporation   (the
"Corporation"),  does hereby  make,  constitute  and appoint M.  Patricia  Paez,
Corporate  Secretary and Treasurer of the  Corporation,  and in her absence,  M.
Priscilla  Pannell,  Assistant  Corporate  Secretary,  as his  true  and  lawful
attorney-in-fact  and agent with all power and  authority  on his behalf to sign
his name on any and all registration statements,  documents, instruments, and/or
exhibits related thereto and any and all amendments  thereto  (including any and
all pre- and post- effective  amendments to any  registration  statement) on any
form or forms for the  purpose  of  registering  Annuity  and  Variable  Annuity
products  under the  Securities  Act of 1933 and the  Investment  Company Act of
1940,  with  the  Securities  and  Exchange   Commission,   granting  unto  said
attorney-in-fact  and agent full power and  authority to do and perform each and
every act  authorized by the Power of Attorney and the  undersigned  does hereby
ratify and confirm all that said  attorney-in-fact  and agent may lawfully do or
cause to be done by virtue thereof.


     IN WITNESS WHEREOF,  the undersigned has subscribed hereunder this 13th day
of February, 1996.



__________________________
                                                           /s/Lincoln R. Collins


                                       
<PAGE>







                                                 POWER OF ATTORNEY



     KNOW ALL MEN BY THESE PRESENTS,  that the undersigned  director of American
Skandia   Life   Assurance   Corporation,   a   Connecticut   corporation   (the
"Corporation"),  does hereby  make,  constitute  and appoint M.  Patricia  Paez,
Corporate  Secretary and Treasurer of the  Corporation,  and in her absence,  M.
Priscilla  Pannell,  Assistant  Corporate  Secretary,  as his  true  and  lawful
attorney-in-fact  and agent with all power and  authority  on his behalf to sign
his name on any and all registration statements,  documents, instruments, and/or
exhibits related thereto and any and all amendments  thereto  (including any and
all pre- and post- effective  amendments to any  registration  statement) on any
form or forms for the  purpose  of  registering  Annuity  and  Variable  Annuity
products  under the  Securities  Act of 1933 and the  Investment  Company Act of
1940,  with  the  Securities  and  Exchange   Commission,   granting  unto  said
attorney-in-fact  and agent full power and  authority to do and perform each and
every act  authorized by the Power of Attorney and the  undersigned  does hereby
ratify and confirm all that said  attorney-in-fact  and agent may lawfully do or
cause to be done by virtue thereof.


     IN WITNESS WHEREOF,  the undersigned has subscribed hereunder this 14th day
of February, 1996.



                                                      __________________________
                                                            /s/Nancy F. Brunetti
[{"type": "S-1", "sequence": "1", "description": "S-1 GAL4 PROS", "secsgml_size_bytes": 361575}]
{"company-data": {"conformed-name": "AMERICAN SKANDIA LIFE ASSURANCE CORP/CT", "cik": "0000881453", "assigned-sic": "6399", "irs-number": "061241288", "state-of-incorporation": "CT", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-1", "act": "33", "file-number": "333-00941", "film-number": "96520760"}, "business-address": {"street1": "ONE CORP DR", "city": "SHELTON", "state": "CT", "zip": "06484", "phone": "2039261888"}, "mail-address": {"street1": "ONE CORPORATE DRIVE", "city": "SHELTON", "state": "CT", "zip": "06484"}}
Filed with the Securities and Exchange Commission on February 15, 1996

                              Registration No. 33-*
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
    

            Registration Statement Under The Securities Act of 1933*
       

                   AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
             (Exact name of registrant as specified in its charter)

                                   CONNECTICUT
         (State or other jurisdiction of incorporation or organization)

                                       63
            (Primary Standard Industrial Classification Code Number)

                                   06-1241288
                      (I.R.S. Employer Identification No.)

         ONE CORPORATE DRIVE, SHELTON, CONNECTICUT 06484 (203) 926-1888
    (Address,  including zip code, and telephone number, including area code, of
registrant's principal executive offices)

                      M. PATRICIA PAEZ, CORPORATE SECRETARY
                 ONE CORPORATE DRIVE, SHELTON, CONNECTICUT 06484
            (203)  926-1888  (Name,  address,  including zip code, and telephone
            number, including area code, of agent for service)

                                    Copy To:

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

   
     Approximate  date of  commencement  of proposed sale to the public:  May 1,
1996 or as soon as  practicable  after the effective  date of this  Registration
Statement
    

     If any of the securities being registered on this form are to be offered on
a delayed or continuous  basis  pursuant to Rule 415 under the Securities Act of
1933 check the following: X . --

                        Calculation of Registration Fee
================================================================================
Title of each                     Proposed      Proposed 
class of                          maximum       maximum 
securities          Amount        offering      aggregate             Amount of
to be               to be         price         offering           registration 
registered          registered    per unit      price**              fee
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Annuity Contracts                              $290,000.00               $100.00
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
*The prospectus contained in this Registration Statement also relates to annuity
contracts which are covered by our earlier  registration  statements,  including
Registration File Numbers 33-86918 and 33-91402.
--------------------------------------------------------------------------------
**The proposed  aggregate offering price is estimated solely for determining the
registration  fee. The amount to be registered and the proposed maximum offering
price per unit are not  applicable  since  these  securities  are not  issued in
predetermined amounts or units.
================================================================================
Registrant  hereby amends this  Registration  Statement on such date or dates as
may be necessary to delay its effective date until the  registrant  shall file a
further amendment which  specifically  states that this  Registration  Statement
shall  thereafter  become  effective  in  accordance  with  Section  8(a) of the
Securities  Act of  1933  or  until  the  Registration  Statement  shall  become
effective on such date as the Commission,  acting pursuant to said Section 8(a),
may determine.
--------------------------------------------------------------------------------
ASAP2
CROSS REFERENCE SHEET PURSUANT TO REGULATION S-K, ITEM 501
S-1 Item No.                                                                            Prospectus Heading

1.       Forepart of the Registration Statement and                             Facing Page, Cross Reference Sheet,
         Outside Front Cover Page of Prospectus                                            Outside Front Cover Page

2.       Inside Front Cover and Outside Back Cover of Prospectus                             Available Information,
         Incorporation of Certain Documents by Reference,
         Reports to You, Table of Contents

3.       Summary Information, Risk Factors and Ratio of Earnings                            Highlights, Cover Page,
         to Fixed Charges                                                                       Separate Account D,
         Insurance Aspects of the Annuity

4.       Use of Proceeds                            Fixed Investment Options, Separate Accounts, Separate Account D

5.       Determination of the Offering Price                                               Fixed Investment Options

6.       Dilution                                                                                    Not applicable

7.       Selling Security Holders                                                                    Not applicable

8.       Plan of Distribution                                                                 Sale of the Annuities

9.       Description of Securities to be Registered                       Investment Options, Purchasing Annuities,
         Account Value and Surrender Value,
         Rights, Benefits and Services

10.      Interests of named Expert and Counsel                                               Executive Compensation

11.      Information with Respect to the Registrant                                                     The Company

12.      Disclosure of Commission Position on Indemnification for                                   Indemnification
         Securities Act Liabilities

                                                                                                    Part II Heading

13.      Other Expenses of Issuance                                                      Other Expenses of Issuance
         and Distribution                                                                          and Distribution

14.      Indemnification of Directors and Officers                        Indemnification of Directors and Officers

15.      Recent Sales of Unregistered Securities                            Recent Sales of Unregistered Securities

16.      Exhibits and Financial Statement Schedules                      Exhibits and Financial Statement Schedules

17.      Undertakings                                                                                  Undertakings
This  Prospectus  describes a type of annuity (the  "Annuity")  being offered by
American Skandia Life Assurance Corporation ("we", "our" or "us"), One Corporate
Drive, Shelton, Connecticut, 06484. This flexible premium Annuity may be offered
as individual annuity contracts or as interests in a group annuity. The Table of
Contents is on Page 4. Definitions  applicable to this Prospectus are on page 6.
The  highlights  of this  offering  are  described  beginning  on  Page 8.  This
Prospectus  contains a detailed discussion of matters you should consider before
purchasing  this Annuity.  A Statement of Additional  Information has been filed
with the  Securities  and Exchange  Commission  and is available from us without
charge upon request. The contents of the Statement of Additional Information are
described on page 50. The Annuity or certain of its  investment  options may not
be  available  in all  jurisdictions.  Various  rights and  benefits  may differ
between jurisdictions to meet applicable laws and/or regulations.

A Purchase  Payment for this Annuity is assessed any  applicable tax charge (see
"Tax  Charges").  It is then  allocated  to the  investment  options you select,
except in certain  jurisdictions,  where  allocations  of  Purchase  Payments we
receive during the "free-look"  period that you direct to any  Sub-accounts  are
temporarily allocated to a money-market type Sub-account (see "Allocation of Net
Purchase  Payments").  You may transfer Account Value between investment options
(see "Investment Options" and "Transfers").  Account Value may be distributed as
periodic  annuity  payments in a "payout  phase".  Such annuity  payments can be
guaranteed for life (see "Annuity  Payments").  During the "accumulation  phase"
(the period  before any payout  phase),  you may  surrender  the Annuity for its
Surrender Value or make withdrawals (see  "Distributions").  Such  distributions
may be subject to tax,  including a tax penalty,  and any applicable  contingent
deferred sales charges (see "Contingent Deferred Sales Charge"). A death benefit
may be payable during the accumulation phase (see "Death Benefit").

   
Account Value in the variable investment options increases or decreases daily to
reflect investment  performance and the deduction of charges.  No minimum amount
is guaranteed (see "Account Value in the Sub-accounts"). The variable investment
options are Class 1 Sub-accounts of American Skandia Life Assurance  Corporation
Variable Account B ("Separate Account B")(see "Separate  Accounts" and "Separate
Account  B").  Each  Sub-account  invests  exclusively  in one  portfolio  of an
underlying  mutual fund or in an underlying  mutual fund. As of the date of this
Prospectus,  the underlying  mutual funds (and the portfolios of such underlying
mutual funds in which  Sub-accounts  offered pursuant to this Prospectus invest)
are: (a) American Skandia Trust (portfolios - JanCap Growth,  Lord Abbett Growth
and  Income,   Seligman  Henderson   International  Equity,  Seligman  Henderson
International  Small Cap,  Federated  Utility Income,  Federated High Yield, AST
Phoenix Balanced Asset,  AST Money Market,  T. Rowe Price Asset  Allocation,  T.
Rowe Price  International  Equity,  T. Rowe Price  Natural  Resources,  Founders
Capital  Appreciation,  INVESCO  Equity Income,  PIMCO Total Return Bond,  PIMCO
Limited Maturity Bond, AST Scudder  International  Bond,  Berger Capital Growth,
Robertson   Stephens  Capital   Appreciation);   (b)  The  Alger  American  Fund
(portfolios - Growth,  Small  Capitalization,  MidCap  Growth);  (c) Neuberger &
Berman  Advisers  Management  Trust  (portfolio - Partners);  and (d) Montgomery
Variable Series (portfolio - Emerging Markets).

[Account Value in the variable  investment  options increases or decreases daily
to reflect  investment  performance  and the  deduction  of charges.  No minimum
amount is guaranteed  (see "Account  Value in the  Sub-accounts").  The variable
investment  options are Class 1 Sub-accounts of American  Skandia Life Assurance
Corporation  Variable Account B ("Separate  Account B")(see "Separate  Accounts"
and "Separate Account B"). Each Sub-account invests exclusively in one portfolio
of an underlying  mutual fund or in an underlying mutual fund. As of the date of
this  Prospectus,  the  underlying  mutual  funds  (and the  portfolios  of such
underlying  mutual  funds  in  which  Sub-accounts   offered  pursuant  to  this
Prospectus invest) are: (a) Galaxy VIP Fund: (portfolios - Money Market; Equity;
High Quality Bond; Asset  Allocation);  (b) American Skandia Trust (portfolios -
JanCap Growth, Lord Abbett Growth and Income,  Seligman Henderson  International
Equity,  T. Rowe Price Asset  Allocation,  T. Rowe Price  International  Equity,
Founders  Capital  Appreciation,  INVESCO Equity Income,  PIMCO Limited Maturity
Bond;   and  (c)  The  Alger   American  Fund   (portfolios   -  Growth,   Small
Capitalization).]

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

We guarantee fixed annuity  payments.  We also guarantee any adjustable  annuity
payments we may make available (see "Annuity Payments").

                              (continued on Page 2)

   
--------------------------------------------------------------------------------
THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION OR
ANY STATE  SECURITIES  COMMISSION  PASSED UPON THE  ACCURACY OR ADEQUACY OF THIS
PROSPECTUS.  ANY  REPRESENTATION TO THE CONTRARY IS A CRIMINAL  OFFENSE.  PLEASE
READ THIS PROSPECTUS AND KEEP IT FOR FUTURE REFERENCE.
--------------------------------------------------------------------------------
          FOR FURTHER INFORMATION CALL 1-800-752-6342 [1-800-444-3970].
                         Prospectus Dated: May 1, 1996
             Statement of Additional Information Dated: May 1, 1996
                           ASAP2 [GAL 4]-PROS-(05/96)
Taxes on gains during the accumulation  phase may be deferred until you begin to
take  distributions  from your Annuity.  Distributions  before age 59 1/2 may be
subject to a tax penalty. In the payout phase, a portion of each annuity payment
may be  treated as a return of your  "investment  in the  contract"  until it is
completely  recovered.  Transfers between  investment options are not subject to
taxation.  The Annuity may also qualify for special tax treatment  under certain
sections of the Code,  including,  but not limited to,  Sections 401, 403 or 408
(see "Certain Tax Considerations").

   
[Broker-dealers   or  entities  which  may  offer  variable  annuities  without
registration  as  broker-dealers  may offer Annuities to persons or entities who
have  established an account with such  broker-dealer  or entity.  Such eligible
persons or eligible  entities also will be customers of one or more subsidiaries
of Fleet  Financial  Group,  Inc.  Fleet  Investment  Advisors  Inc., one of the
investment  advisers 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  advisers of one of the  underlying  mutual
funds.]

Purchase  Payments under these  Annuities are not deposits or obligations of, or
guaranteed  or  endorsed  by,  any bank or bank  subsidiary,  are not  federally
insured by the Federal Deposit Insurance Corporation, the Federal Reserve Board,
or any other agency and are not insured by the  Securities  Investor  Protection
Corporation ("SIPC") as to the loss of the principal amount invested.
Purchase  Payments are subject to investment risks,  including  possible loss of
principal.
    

================================================================================
   
[Annuities:
Are NOT FDIC insured, or insured by the Federal Reserve Board or any other
agency
Are NOT Obligations of Fleet Bank or its Affiliates
Are NOT guaranteed or endorsed by Fleet Bank or its Affiliates
DO involve risks, including possible loss of principal amount invested]
TABLE OF CONTENTS
DEFINITIONS.....................................................................................................................6
HIGHLIGHTS......................................................................................................................8
AVAILABLE INFORMATION...........................................................................................................10
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.................................................................................10
CONTRACT EXPENSE SUMMARY........................................................................................................11
EXPENSE EXAMPLES................................................................................................................12
CONDENSED FINANCIAL INFORMATION.................................................................................................14
         Unit Prices And Numbers Of Units.......................................................................................14
         Yields On Money Market Sub-account.....................................................................................16
INVESTMENT OPTIONS..............................................................................................................17
         Variable Investment Options............................................................................................17
         Fixed Investment Options...............................................................................................19
OPERATIONS OF THE SEPARATE ACCOUNTS.............................................................................................20
         Separate Accounts......................................................................................................20
         Separate Account B.....................................................................................................20
         Separate Account D.....................................................................................................21
INSURANCE ASPECTS OF THE ANNUITY................................................................................................22
CHARGES ASSESSED OR ASSESSABLE AGAINST THE ANNUITY..............................................................................22
         Contingent Deferred Sales Charge.......................................................................................22
         Maintenance Fee........................................................................................................23
         Tax Charges............................................................................................................23
         Transfer Fee...........................................................................................................23
         Allocation Of Annuity Charges..........................................................................................23
CHARGES ASSESSED AGAINST THE ASSETS.............................................................................................23
         Administration Charge..................................................................................................23
         Mortality and Expense Risk Charges.....................................................................................24
CHARGES OF THE UNDERLYING MUTUAL FUNDS..........................................................................................24
PURCHASING ANNUITIES............................................................................................................24
         Uses Of The Annuity....................................................................................................24
         Application And Initial Payment........................................................................................24
         Bank Drafting..........................................................................................................25
         Periodic Purchase Payments.............................................................................................25
         Right to Return the Annuity............................................................................................25
         Allocation of Net Purchase Payments....................................................................................25
         Balanced Investment Program............................................................................................25
         Ownership, Annuitant and Beneficiary Designations......................................................................25
ACCOUNT VALUE AND SURRENDER VALUE...............................................................................................26
         Account Value in the Sub-accounts......................................................................................26
         Account Value of the Fixed Allocations.................................................................................26
         Additional Amounts in the Fixed Allocations............................................................................27
RIGHTS, BENEFITS AND SERVICES...................................................................................................28
         Additional Purchase Payments...........................................................................................28
         Changing Revocable Designations........................................................................................28
         Allocation Rules.......................................................................................................28
         Transfers..............................................................................................................29
                  Renewals......................................................................................................29
                  Dollar Cost
                  Averaging.........................................................................................30
                  Rebalancing...................................................................................................30
         Distributions..........................................................................................................31
                  Surrender.....................................................................................................31
                  Medically-Related
                  Surrender.....................................................................................................31
                  Free Withdrawals..............................................................................................32
                  Partial Withdrawals...........................................................................................33
                  Systematic Withdrawals........................................................................................33
                  Minimum Distributions.........................................................................................34
                  Death Benefit.................................................................................................34
                  Annuity Payments..............................................................................................35
                  Qualified Plan Withdrawal Limitations.........................................................................36
         Pricing of Transfers and Distributions.................................................................................37
         Voting Rights..........................................................................................................37
         Transfers, Assignments or Pledges......................................................................................38
         Reports to You.........................................................................................................38
SALE OF THE ANNUITIES...........................................................................................................38
         Distribution...........................................................................................................38
         Advertising............................................................................................................38
CERTAIN TAX CONSIDERATIONS......................................................................................................39
         Our Tax Considerations.................................................................................................39
         Tax Considerations Relating to Your Annuity............................................................................39
                  Non-natural Persons...........................................................................................39
                  Natural Persons...............................................................................................40
                  Distributions.................................................................................................40
                  Assignments and Pledges.......................................................................................40
                  Penalty on Distributions......................................................................................40
                  Annuity Payments..............................................................................................41
                  Gifts.........................................................................................................41
                  Tax Free Exchanges............................................................................................41
                  Transfers Between Investment Options..........................................................................41
                  Generation-Skipping Transfers.................................................................................41
                  Diversification...............................................................................................41
                  Federal Income Tax Withholding................................................................................41
         Tax Considerations When Using Annuities in Conjunction with Qualified Plans............................................42
                  Individual Retirement Programs................................................................................42
                  Tax Sheltered Annuities.......................................................................................42
                  Corporate Pension and Profit-sharing Plans....................................................................42
                  H.R. 10 Plans.................................................................................................42
                  Tax Treatment of Distributions from Qualified Annuities.......................................................42
                  Section 457 Plans.............................................................................................43
OTHER MATTERS...................................................................................................................43
         Deferral of Transactions...............................................................................................43
         Resolving Material Conflicts...........................................................................................43
         Modification...........................................................................................................43
         Misstatement of Age or Sex.............................................................................................44
         Ending the Offer.......................................................................................................44
         Indemnification........................................................................................................44
         Legal Proceedings......................................................................................................44
THE COMPANY.....................................................................................................................44
         Lines of Business......................................................................................................44
         Selected Financial Data................................................................................................44
         Management's Discussion and Analysis of Financial Condition and Results of Operations..................................45
                  Results of Operations.........................................................................................45
                  Liquidity and Capital Resources...............................................................................45
                  Segment Information...........................................................................................45
         Reinsurance............................................................................................................45
         Surplus Notes..........................................................................................................46
         Reserves...............................................................................................................46
         Competition............................................................................................................46
         Employees..............................................................................................................46
         Regulation.............................................................................................................46
         Executive Officers and Directors.......................................................................................46
         Executive Compensation.................................................................................................49
                  Summary Compensation Table....................................................................................49
                  Long-Term Incentive Plans - Awards in the Last Fiscal Year....................................................49
                  Compensation of Directors.....................................................................................50
                  Compensation Committee Interlocks and Insider Participation...................................................50
CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION.............................................................................50
FINANCIAL STATEMENTS............................................................................................................50
APPENDIX A  FINANCIAL STATEMENTS FOR AMERICAN SKANDIA LIFE ASSURANCE CORPORATION................................................51
APPENDIX B  SHORT DESCRIPTIONS OF THE UNDERLYING MUTUAL FUNDS' PORTFOLIO INVESTMENT OBJECTIVES AND POLICIES......................51
DEFINITIONS:  The  following are key terms used in this  Prospectus.  Other
terms are defined in this Prospectus as they appear.

ACCOUNT  VALUE  is the  value of each  allocation  to a  Sub-account  or a Fixed
Allocation prior to the Annuity Date, plus any earnings, and/or less any losses,
distributions   and  charges  thereon,   before  assessment  of  any  applicable
contingent deferred sales charge and/or any applicable  maintenance fee. Account
Value  is  determined  separately  for  each  Sub-account  and  for  each  Fixed
Allocation, and then totaled to determine Account Value for your entire Annuity.
Account  Value of each Fixed  Allocation  on other than such Fixed  Allocation's
Maturity Date may be calculated using a market value adjustment.

ANNUITANT is the person upon whose life your Annuity is written.

ANNUITY is the type of annuity being offered pursuant to this Prospectus.  It is
also, if issued,  your individual  Annuity,  or with respect to a group Annuity,
the  certificate  evidencing  your  participation  in a group  Annuity.  It also
represents an account we set up and maintain to track our obligations to you.

ANNUITY DATE is the date annuity payments are to commence.

ANNUITY YEARS are continuous  12-month periods  commencing on the Issue Date and
each anniversary of the Issue Date.

APPLICATION  is the enrollment  form or  application  form we may require you to
submit for an Annuity.

BENEFICIARY is a person designated as the recipient of the death benefit.

CODE is the Internal Revenue Code of 1986, as amended from time to time.

CONTINGENT  ANNUITANT  is the  person  named  to  become  the  Annuitant  on the
Annuitant's death prior to the Annuity Date.

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

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

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

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

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

ISSUE DATE is the effective date of your Annuity.

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

MATURITY DATE is the last day in a Guarantee Period.

MINIMUM  DISTRIBUTIONS  are minimum  amounts that must be distributed  each year
from an Annuity if used in relation to certain qualified plans under the Code.

NET PURCHASE PAYMENT is a Purchase Payment less any applicable charge for taxes.

OFFICE is our business office, American Skandia Life Assurance Corporation,
One Corporate Drive, P.O. Box 883, Shelton, Connecticut 06484.

OWNER is either an eligible entity or person named as having ownership rights in
relation  to an Annuity  issued as an  individual  contract.  An Annuity  may be
issued as a certificate  evidencing interest in a group annuity contract. If so,
the rights, benefits and requirements of and the events relating to an Owner, as
described in this Prospectus,  will be the rights,  benefits and requirements of
and events  relating to the person or entity  designated as the  participant  in
such certificate.

PURCHASE  PAYMENT is a cash  consideration  you give to us for  certain  rights,
privileges and benefits provided under an Annuity according to its terms.

SUB-ACCOUNT  is a  division  of  Separate  Account  B.  We use  Sub-accounts  to
calculate variable benefits under this Annuity.

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

SYSTEMATIC  WITHDRAWAL  is one of a plan of periodic  withdrawals  of  Surrender
Value during the accumulation phase. Such a plan is subject to our rules.

UNIT is a measure used to calculate your Account Value in a Sub-account prior to
the Annuity Date.

UNIT  PRICE is used for  calculating:  (a) the  number of Units  allocated  to a
Sub-account;  and (b) the value of transactions  into or out of a Sub-account or
benefits based on Account Value in a Sub-account prior to the Annuity Date. Each
Sub-account  has its own Unit  Price  which will vary each  Valuation  Period to
reflect the investment experience of that Sub-account.

VALUATION  DAY is every day the New York Stock  Exchange  is open for trading or
any other day that the Securities and Exchange  Commission requires mutual funds
or unit investment trusts to be valued.

VALUATION  PERIOD is the period of time between the close of business of the New
York Stock Exchange on successive Valuation Days.

   
"We",  "us",  "our" or "the  Company"  means  American  Skandia  Life  Assurance
Corporation.
    

"You" or "your" means the Owner.
HIGHLIGHTS: The following are only the highlights of the Annuity being
offered pursuant to this Prospectus.  A more detailed  description follows these
highlights.

     (1) Investment  Options:  We currently offer multiple variable and, in most
jurisdictions, fixed investment options.

During  the  accumulation  phase,  we  currently  offer  a  number  of  variable
investment options. Each of these investment options is a Class 1 Sub-account of
Separate  Account B. Each  Sub-account  invests  exclusively  in one  underlying
mutual fund, or a portfolio of an underlying  mutual fund. The underlying mutual
fund  portfolios  are  managed by various  investment  advisors,  and in certain
cases, various  sub-advisors.  A short description of the investment  objectives
and policies is found in Appendix A. Certain variable investment options may not
be available in all jurisdictions.

   
As of the  date of  this  Prospectus,  the  underlying  mutual  funds  (and  the
portfolios  of such  underlying  mutual  funds  in  which  Sub-accounts  offered
pursuant to this Prospectus  invest) are: (a) American Skandia Trust (portfolios
- JanCap Growth, Lord Abbett Growth and Income, Seligman Henderson International
Equity,  Seligman Henderson  International  Small Cap, Federated Utility Income,
Federated High Yield,  AST Phoenix  Balanced  Asset,  AST Money Market,  T. Rowe
Price  Asset  Allocation,  T. Rowe  Price  International  Equity,  T. Rowe Price
Natural Resources,  Founders Capital Appreciation,  INVESCO Equity Income, PIMCO
Total Return Bond, PIMCO Limited Maturity Bond, AST Scudder  International Bond,
Berger Capital Growth,  Robertson Stephens Capital Appreciation);  (b) The Alger
American Fund (portfolios - Growth,  Small  Capitalization,  MidCap Growth); (c)
Neuberger & Berman Advisers  Management  Trust  (portfolio - Partners);  and (d)
Montgomery Variable Series (portfolio - Emerging Markets).

[As of the  date of this  Prospectus,  the  underlying  mutual  funds  (and  the
portfolios  of such  underlying  mutual  funds  in  which  Sub-accounts  offered
pursuant to this  Prospectus  invest)  are: (a) Galaxy VIP Fund:  (portfolios  -
Money Market; Equity; High Quality Bond; Asset Allocation); (b) American Skandia
Trust  (portfolios  - JanCap  Growth,  Lord Abbett  Growth and Income,  Seligman
Henderson  International  Equity, T. Rowe Price Asset Allocation,  T. Rowe Price
International  Equity,  Founders  Capital  Appreciation,  INVESCO Equity Income,
PIMCO Limited  Maturity  Bond;  and (c) The Alger  American  Fund  (portfolios -
Growth, Small Capitalization).]
    

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

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

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

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

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

In the accumulation  phase, the assets  supporting the Account Values maintained
in the  Sub-accounts  are held in our  Separate  Account  B.  These  are Class 1
Sub-accounts  of  Separate  Account  B.  Values  and  benefits  based  on  these
Sub-accounts are not guaranteed and will vary with the investment performance of
the underlying mutual funds or fund portfolios, as applicable.

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

     (3)
 Insurance  Aspects of the Annuity:  There are insurance  risks which we
bear in relation to the Annuity. For more information,  see the section entitled
Insurance Aspects of the Annuity.

         (4) Charges  Assessed or  Assessable  Against the Annuity:  The Annuity
charges which are assessed or may be assessable under certain  circumstances are
the contingent  deferred sales charge,  the maintenance  fee, a charge for taxes
and a transfer fee. These charges are allocated  according to our rules.  We may
also charge for certain special services. For more information,  see the section
entitled  Charges  Assessed or  Assessable  Against the Annuity,  including  the
following  subsections:  (a) Contingent  Deferred Sales Charge;  (b) Maintenance
Fee; (c) Tax Charges; (d) Transfer Fee; and (e) Allocation of Annuity Charges.

     (5)  Charges  Assessed  Against the Assets:  The charges  assessed  against
assets in the Sub-accounts are the  administration  charge and the mortality and
expense risk charges.  There are no charges deducted from the assets  supporting
Fixed  Allocations.  For more  information,  see the  section  entitled  Charges
Assessed  Against  the  Assets,   including  the  following   subsections:   (a)
Administration Charge; and (b) Mortality and Expense Risk Charges.

         (6) Charges Of The Underlying Mutual Funds: Each underlying mutual fund
assesses  various  charges,  including  charges for  investment  management  and
investment  advisory fees.  These charges  generally  differ between  portfolios
within the same underlying mutual fund. You will find additional details in each
fund prospectus and its statement of additional information.

   
         (7)  Purchasing  Annuities:  Annuities are available for multiple uses,
including as a funding vehicle for various retirement programs which qualify for
special  treatment  under  the  Code.  We  may  require  a  properly   completed
Application,  an acceptable Purchase Payment,  and any other materials under our
underwriting  rules  before we agree to issue an Annuity.  You have the right to
return an Annuity within a "free-look"  period if you are not satisfied with it.
In most  jurisdictions,  the initial Purchase Payment and any Purchase  Payments
received  during  the  "free-look"  period  are  allocated   according  to  your
instructions.  In jurisdictions that require a "free-look"  provision such that,
if the Annuity is returned  under that  provision,  we must return at least your
Purchase  Payments less any withdrawals,  we temporarily  allocate such Purchase
Payments  to  the  AST  Money  Sub-account.  Where  permitted  by  law  in  such
jurisdictions,  we  will  allocate  such  Purchase  Payments  according  to your
instructions,   without  any  temporary  allocation  to  the  AST  Money  Market
Sub-account,  if you  execute a return  waiver.  We offer a balanced  investment
program in relation to your initial Purchase Payment.  Certain designations must
be made,  including an Owner and an  Annuitant.  You may also make certain other
designations that apply to the Annuity if issued. These designations  include, a
contingent Owner, a Contingent Annuitant (Contingent  Annuitants may be required
in  conjunction  with  certain  uses  of  the  Annuity),  a  Beneficiary,  and a
contingent Beneficiary. See the section entitled Purchasing Annuities, including
the following subsections:  (a) Uses of the Annuity; (b) Application and Initial
Payment; (c) Bank Drafting ; (d) Periodic Purchase Payments; (e) Right to Return
the Annuity;  (f) Allocation of Net Purchase Payments;  (g) Balanced  Investment
Program; and (h) Ownership, Annuitant and Beneficiary Designations.
    

   
         [(7) Purchasing  Annuities:  Annuities are available for multiple uses,
including as a funding vehicle for various retirement programs which qualify for
special  treatment  under  the  Code.  We  may  require  a  properly   completed
Application,  an acceptable Purchase Payment,  and any other materials under our
underwriting  rules  before we agree to issue an Annuity.  You have the right to
return an Annuity within a "free-look"  period if you are not satisfied with it.
In most  jurisdictions,  the initial Purchase Payment and any Purchase  Payments
received  during  the  "free-look"  period  are  allocated   according  to  your
instructions.  In jurisdictions that require a "free-look"  provision such that,
if the Annuity is returned  under that  provision,  we must return at least your
Purchase  Payments less any withdrawals,  we temporarily  allocate such Purchase
Payments to the GAL Money  Market  Sub-account.  Where  permitted by law in such
jurisdictions,  we  will  allocate  such  Purchase  Payments  according  to your
instructions,   without  any  temporary  allocation  to  the  GAL  Money  Market
Sub-account,  if you  execute a return  waiver.  We offer a balanced  investment
program in relation to your initial Purchase Payment.  Certain designations must
be made,  including an Owner and an  Annuitant.  You may also make certain other
designations that apply to the Annuity if issued. These designations  include, a
contingent Owner, a Contingent Annuitant (Contingent  Annuitants may be required
in  conjunction  with  certain  uses  of  the  Annuity),  a  Beneficiary,  and a
contingent Beneficiary. See the section entitled Purchasing Annuities, including
the following subsections:  (a) Uses of the Annuity; (b) Application and Initial
Payment; (c) Bank Drafting ; (d) Periodic Purchase Payments; (e) Right to Return
the Annuity;  (f) Allocation of Net Purchase Payments;  (g) Balanced  Investment
Program; and (h) Ownership, Annuitant and Beneficiary Designations.]
    

         (8) Account Value and Surrender Value: In the  accumulation  phase your
Annuity has an Account Value.  Your total Account Value as of a particular  date
is the  sum of  your  Account  Value  in  each  Sub-account  and in  each  Fixed
Allocation.  Surrender Value is the Account Value less any applicable contingent
deferred  sales charge and any  applicable  maintenance  fee. To determine  your
Account Value in each Sub-account we multiply the Unit Price as of the Valuation
Period  for which  the  calculation  is being  made  times  the  number of Units
attributable  to you in that  Sub-account as of that Valuation  Period.  We also
determine  your Account  Value  separately  for each Fixed  Allocation.  A Fixed
Allocation's  Account Value as of a particular date is determined by multiplying
its then  current  Interim  Value  times  the  MVA.  No MVA  applies  to a Fixed
Allocation as of its Maturity Date. Under certain circumstances, the MVA formula
may change.  For more  information,  see the section  entitled Account Value and
Surrender Value, including the following  subsections:  (a) Account Value in the
Sub-accounts; (b) Account Value of Fixed Allocations; and (c) Additional Amounts
in the Fixed Allocations.

   
         (9)  Rights,  Benefits  and  Services:  You have a number of rights and
benefits  under an Annuity once issued.  We also  currently  provide a number of
services to Owners. These rights,  benefits and services are subject to a number
of rules and conditions.  These rights,  benefits and services include,  but are
not  limited  to,  those  described  in this  Prospectus.  We accept  additional
Purchase  Payments during the  accumulation  phase. You may use bank drafting to
make Purchase Payments. We support certain Periodic Purchase Payments subject to
our rules.  You may change  revocable  designations.  You may  transfer  Account
Values  between  investment  options.  Transfers  in  excess  of 12 per year are
subject to a fee. We offer  dollar cost  averaging  and  rebalancing  during the
accumulation phase. During the accumulation phase,  surrender,  free withdrawals
and partial withdrawals are available, as are medically-related surrenders under
which  the  contingent   deferred   sales  charge  is  waived  under   specified
circumstances.  In the accumulation  phase we offer Systematic  Withdrawals and,
for Annuities used in qualified  plans,  Minimum  Distributions.  We offer fixed
annuity options,  and may offer adjustable  annuity options,  that can guarantee
payments for life. In the  accumulation  phase,  a death benefit may be payable.
You may  transfer  or assign  your  Annuity  unless  such  rights are limited in
conjunction  with certain uses of the Annuity.  You may exercise  certain voting
rights  in  relation  to the  underlying  mutual  fund  portfolios  in which the
Sub-accounts invest. You have the right to receive certain reports periodically.
    

For  additional  information,  see the section  entitled  Rights,  Benefits  and
Services including the following subsections:  (a) Additional Purchase Payments;
(b) Changing Revocable  Designations;  (c) Allocation Rules; (d) Transfers;  (e)
Renewals;  (f)  Dollar  Cost  Averaging;  (g)  Rebalancing;   (h)  Distributions
(including:   (i)  Surrender;  (ii)  Medically-Related   Surrender;  (iii)  Free
Withdrawals;  (iv) Partial Withdrawals; (v) Systematic Withdrawals; (vi) Minimum
Distributions;  (vii) Death Benefit; (viii) Annuity Payments; and (ix) Qualified
Plan Withdrawal  Limitations);  (i) Pricing of Transfers and  Distributions  (j)
Voting Rights; (k) Transfers, Assignments and Pledges; and (l) Reports to You.

   
     (10) The Company:  American Skandia Life Assurance  Corporation is a wholly
owned  subsidiary of American  Skandia  Investment  Holding  Corporation,  whose
indirect parent is Skandia Insurance Company Ltd. Skandia Insurance Company Ltd.
is a  Swedish  company  that  holds a  number  of  insurance  companies  in many
countries.   The  predecessor  to  Skandia  Insurance  Company  Ltd.   commenced
operations in 1855. For more  information,  see the section entitled The Company
and the following  subsections:  (a) Lines of Business;  (b) Selected  Financial
Data;  (c)  Management's  Discussion  and  Analysis of Financial  Condition  and
Results of Operations (including: (i) Results of Operations;  (ii) Liquidity and
Capital  Resources;  and  (iii)  Segment  Information);   (d)  Reinsurance;  (e)
Reserves; (f) Competition; (g) Employees; (h) Regulation; (i) Executive Officers
and  Directors;   and  (j)  Executive  Compensation   (including:   (i)  Summary
Compensation  Table;  (ii) Long Term Incentive  Plans-Awards  in the Last Fiscal
Year;  (iii)  Compensation  of  Directors;   and  (iv)  Compensation   Committee
Interlocks and Insider Participation).

     AVAILABLE  INFORMATION:  A Statement of Additional Information is available
from us without  charge upon  request by filling in the coupon at the end of the
Prospectus  and  sending it (or a written  request)  to  American  Skandia  Life
Assurance  Corporation,  Concierge Desk [Galaxy Annuity Customer Service],  P.O.
Box 883, Shelton, CT 06484. It includes further information, as described in the
section of this  Prospectus  entitled  "Contents of the  Statement of Additional
Information".  This Prospectus is part of the  registration  statements we filed
with the Securities  and Exchange  Commission  ("SEC")  regarding this offering.
Additional   information   on  us  and  this  offering  is  available  in  those
registration statements and the exhibits thereto. You may obtain copies of these
materials at the prescribed rates from the SEC's Public Reference  Section,  450
Fifth  Street  N.W.,  Washington,  D.C.,  20549.  You may inspect and copy those
registration  statements and the exhibits  thereto at the SEC's public reference
facilities at the above address,  Rm. 1024, and at the SEC's Regional Offices, 7
World Trade Center, New York, NY, and the Everett McKinley Dirksen Building, 219
South Dearborn Street, Chicago, IL.
    

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

   
We furnish you without charge a copy of any or all of the documents incorporated
by reference in this Prospectus,  including any exhibits to such documents which
have been specifically  incorporated by reference. We do so upon receipt of your
written or oral request.  Please  address your request to American  Skandia Life
Assurance  Corporation,  Attention:  Concierge  Desk  [Galaxy  Annuity  Customer
Service], P.O. Box 883, Shelton, Connecticut, 06484. Our phone number is 1-(800)
752-6342 [1-800-444-3970].

     CONTRACT EXPENSE SUMMARY:  The summary provided below includes  information
regarding  the  expenses  for your  Annuity,  for the  Sub-accounts  and for the
underlying mutual fund portfolios.  The only expense  applicable if you allocate
all your Account Value to Fixed  Allocations  would be the  contingent  deferred
sales charge.  More detail regarding the expenses of the underlying mutual funds
and their  portfolios  may be found either in the  prospectuses  for such mutual
funds or in the  annual  reports  of such  mutual  funds.  The  expenses  of our
Sub-accounts  (not those of the underlying  mutual fund  portfolios in which our
Sub-accounts  invest)  are the same no  matter  which  Sub-account  you  choose.
Therefore,  these expenses are only shown once below. In certain states, premium
taxes may be applicable.
Your Transaction Expenses
Contingent Deferred Sales Charge,  as a                      Year 1 -7.5%; year 2 - 7.0%; year 3- 6.0%; year 4 - 5.0% year 5 - 4.0%;
  percentage of Purchase Payments liquidated                         year 6 - 3.0%; year 7 - 2.0% year 8 and thereafter - 0% of each
                                                        Purchase Payment as measured from the date it was allocated to Account Value

Annual Maintenance Fee                                                                        Smaller of $30 or 2% of Account Value

Tax Charges                                                             Dependent on the requirements of the applicable jurisdiction

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

                         Annual Expenses of the Sub-accounts (as a percentage of average daily net assets)

Mortality and Expense Risk Charges                                                                                             1.25%
Administration Charge                                                                                                          0.15%
                                                                                                                               -----
Total Annual Expenses of the Sub-accounts                                                                                      1.40%
Underlying  Mutual Fund  Portfolio  Annual  Expenses  (as a  percentage  of
average net assets)

   
Unless  otherwise  shown,  the  expenses  shown  below  are for the year  ending
December  31,  1995.  "N/A" shown below  indicates  that no entity has agreed to
reimburse the particular expense indicated.  "+" indicates that no reimbursement
was provided in 1995,  but that the  underlying  mutual fund has indicated to us
that current arrangements (which may change) provide for reimbursement.
Manage-      Manage-                                 Total         Total
                                               ment         ment         Other        Other       Annual        Annual
                                                Fee          Fee       Expenses     Expenses     Expenses      Expenses
                                               after       without       after       without       after        without
                                                any          any          any          any          any           any
                                            applicable   applicable   applicable   applicable   applicable    applicable
                                            reimburse-   reimburse-   reimburse-   reimburse-   reimburse-    reimburse-
                                               ment         ment         ment         ment         ment          ment
------------------------------------------------------------------------------------------------------------------------------------
American Skandia Trust
  JanCap Growth                                              0.90%
  Lord Abbett Growth
    and Income                                               0.75%
  Seligman Henderson
    International Equity(1)                                  1.00%
  Seligman Henderson
    International Small Cap                                  1.00%
  Federated Utility
    Income                                                   0.71%
  Federated High Yield                                       0.75%              [TO BE UPDATED BY AMENDMENT]
  T. Rowe Price
    Asset Allocation                                         0.85%
  T. Rowe Price
     International Equity                                    1.00%
  T. Rowe Price
     Natural Resources                                       0.90%
  Founders Capital Appreciation                              0.90%
  INVESCO Equity Income                                      0.75%
  PIMCO Total Return Bond                                    0.65%
  PIMCO Limited Maturity Bond                                0.65%
  AST Phoenix Balanced Asset                                 0.71%
  AST Money Market                                           0.50%
  AST Scudder International Bond                             1.00%
  Berger Capital Growth                                      0.75%
  Robertson Stephens Capital Appreciation

The Alger American Fund
  Growth                                                     0.75%
  Small Capitalization                                       0.85%
  MidCap Growth                                              0.80%

Neuberger & Berman Advisers
    Management Trust
  Partners                                                   0.80%

Montgomery Variable Series
  Emerging Markets

[The Galaxy VIP Fund
   Money Market                                              0.40%
   Equity                                                    0.75% 
   High Quality Bond                                         0.55%
   Asset Allocation                                          0.75%

American Skandia Trust
  JanCap Growth                                              0.90%
  Lord Abbett Growth
    and Income                                               0.75%
Seligman Henderson
    International Equity                                     1.00%
T. Rowe Price
    Asset Allocation                                         0.85%
T. Rowe Price
    International Equity                                     1.00%
Founders Capital Appreciation                                0.90%
INVESCO Equity Income                                        0.75%
PIMCO Limited Maturity Bond                                  0.65%

The Alger American Fund
  Growth                                                     0.75%
  Small Capitalization                                       0.85%]
(1) This portfolio was formerly known as the Henderson International Growth
Portfolio.
       

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

The expenses of the underlying mutual fund portfolios either are currently being
partially  reimbursed or may be partially  reimbursed in the future.  Management
Fees,  Other  Expenses  and Total Annual  Expenses are provided  above on both a
reimbursed and not reimbursed  basis,  if applicable.  See the  prospectuses  or
statements of additional information of the underlying mutual funds for details.

   
     EXPENSE  EXAMPLES:  The examples which follow are designed to assist you in
understanding  the  various  costs  and  expenses  you  will  bear  directly  or
indirectly  if you  maintain  Account  Value in the  Sub-accounts.  The examples
reflect expenses of our Sub-accounts,  as well as those of the underlying mutual
fund portfolios.
    

The examples shown assume that: (a) all your Account Value is maintained only in
Sub-accounts;   (b)  fees  and  expenses  remain  constant;  (c)  there  are  no
withdrawals of Account Value during the period shown; (d) there are no transfers
or other  transactions  subject to a fee during  the  period  shown;  (e) no tax
charge  applies;  and (f) the expenses  throughout the period for the underlying
mutual fund portfolios will be the lower of the expenses  without any applicable
reimbursement or expenses after any applicable reimbursement,  as shown above in
the section entitled Contract Expense Summary.

THE  EXAMPLES  ARE  ILLUSTRATIVE   ONLY  -  THEY  SHOULD  NOT  BE  CONSIDERED  A
REPRESENTATION  OF PAST OR FUTURE  EXPENSES OF THE  UNDERLYING  MUTUAL  FUNDS OR
THEIR  PORTFOLIOS - ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN. The
Sub-accounts are referred to below by their specific names.

           Examples (amounts shown are rounded to the nearest dollar)
If you do not surrender your Annuity at the end of 
     If you  surrender  your  Annuity  at  the  end of the                      the applicable time period or begin taking annuity  
     applicable  time period,  you would pay the following                      payments at such time, you would pay the
     expenses on a $1,000  investment,  assuming 5% annual                      following expenses on a $1,000 investment,
     return on assets:                                                          assuming 5% annual return on  assets:
------------------------------------------------------------------------------------------------------------------------------------

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

   
Seligman Henderson International
  Equity
Seligman Henderson International
  Small Cap
LA Growth and Income
JanCap Growth
Fed Utility Inc
Fed High Yield
AST Phoenix Balanced Asset                                                  [TO BE UPDATED BY AMENDMENT]
AST Money Market
T. Rowe Price Asset Allocation
T. Rowe Price International Equity
T. Rowe Price Natural Resources
Founders Capital Appreciation
INVESCO Equity Income
PIMCO Total Return Bond
PIMCO Limited Maturity Bond
AST Scudder International Bond
Berger Capital Growth
[Robertson Stephens sub-account]
AA Growth
AA Small Capitalization
AA MidCap Growth
NB Partners
[Montgomery Emerging Markets]

[Money Market
Equity
High Quality Bond
Asset Allocation
JanCap Growth
LA Growth and Income
Seligman Henderson International
  Equity
T. Rowe Price Asset Allocation
T. Rowe Price International Equity
Founders Capital Appreciation
INVESCO Equity Income
PIMCO Limited Maturity Bond
AA Growth
AA Small Capitalization]
CONDENSED FINANCIAL INFORMATION: The Unit Prices and number of Units in the
Sub-accounts  are shown below,  as is yield  information on the AST Money Market
[GAL Money Market] Sub-account.  All of these Sub-accounts were available during
the periods shown as investment  options for other  variable  annuities we offer
pursuant  to  different   prospectuses.   The  charges   assessed   against  the
Sub-accounts  under the terms of those other variable  annuities are the same as
the  charges  assessed  against  such  Sub-accounts  under the  Annuity  offered
pursuant to this Prospectus.
    

   
     Unit Prices And Numbers Of Units:  The following table shows:  (a) the Unit
Price as of the dates  shown for  Units in each of the Class 1  Sub-accounts  of
Separate  Account B available prior to the date of this Prospectus 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.
    

Sub-account and the Year Sub-account Operations Commenced

[TO BE UPDATED BY AMENDMENT]
AA                                                          Seligman          Seligman
                       Small                           AA             AST           Henderson         Henderson
                     Capitali-          AA           MidCap          Money       International    International        JanCap
                      zation         Growth          Growth         Market           Equity*          Small Cap       Growth
                      (1988)         (1988)          (1993)         (1992)           (1989)            (1995)         (1992)
                      ------         ------          ------         ------           ------            ------         ------
No. of Units
  as of 12/31/95
  as of 12/31/94    9,356,764      5,614,760       4,308,374     27,491,389        14,043,215              0     22,354,170
  as of 12/31/93    7,101,658      2,997,458       1,450,892     11,422,783         9,063,464              0     13,603,637
  as of 12/31/92    4,846,024      1,482,037               0        457,872         1,948,773              0      1,476,139
  as of 12/31/91    2,172,189        559,779               0              0         1,092,902              0              0
  as of 12/31/90      419,718         82,302               0              0           398,709              0              0
  as of 12/31/89       35,438          6,900               0              0            29,858              0              0
  as of 12/31/88        3,000              0               0              0                 0              0              0

Unit Price
  as of 12/31/95
  as of 12/31/94       $27.95         $23.18          $13.34         $10.35            $16.80              0         $10.91
  as of 12/31/93        29.65          23.18           13.74          10.12             16.60              0          11.59
  as of 12/31/92        26.54          19.19               0          10.01             12.37              0          10.51
  as of 12/31/91        26.00          17.32               0              0             13.69              0              0
  as of 12/31/90        16.74          12.51               0              0             12.98              0              0
  as of 12/31/89        15.61          12.19               0              0             13.64              0              0
  as of 12/31/88         9.63           9.96               0              0                 0              0              0
* Formerly known as the HI International Growth Sub-account.
Sub-account and the Year Sub-account Operations Commenced
LA             AST                                           T. Rowe           T. Rowe          T. Rowe
                      Growth         Phoenix           Fed            Fed             Price             Price            Price
                        and         Balanced         Utility         High             Asset         International       Natural
                      Income          Asset          Income          Yield         Allocation          Equity          Resources
                      (1992)         (1993)          (1993)         (1994)           (1994)            (1994)           (1995)
                      ------         ------          ------         ------           ------            ------           ------
No. of Units
  as of 12/31/95
  as of 12/31/94    7,479,449     13,986,604       7,177,232      2,106,791         2,320,063     11,166,758              0
  as of 12/31/93    4,058,228      8,743,758       5,390,887              0                 0              0              0
  as of 12/31/92      956,949              0               0              0                 0              0              0
  as of 12/31/91            0              0               0              0                 0              0              0
  as of 12/31/90            0              0               0              0                 0              0              0
  as of 12/31/89            0              0               0              0                 0              0              0
  as of 12/31/88            0              0               0              0                 0              0              0

Unit Price
  as of 12/31/95
  as of 12/31/94       $11.98         $10.34           $9.81          $9.56             $9.80          $9.49              0
  as of 12/31/93        11.88          10.47           10.69              0                 0              0              0
  as of 12/31/92        10.60              0               0              0                 0              0              0
  as of 12/31/91            0              0               0              0                 0              0              0
  as of 12/31/90            0              0               0              0                 0              0              0
  as of 12/31/89            0              0               0              0                 0              0              0
  as of 12/31/88            0              0               0              0                 0              0              0
PIMCO          PIMCO             AST
                     Founders        INVESCO          Total         Limited          Scudder           Berger
                      Capital        Equity          Return        Maturity       International       Capital           NB
                   Appreciation      Income           Bond           Bond             Bond             Growth        Partners
                      (1994)         (1994)          (1994)         (1995)           (1994)            (1994)         (1995)
                      ------         ------          ------         ------           ------            ------         ------
No. of Units
  as of 12/31/95
  as of 12/31/94    2,575,105      6,633,333       4,577,708              0         1,562,364        301,267
  as of 12/31/93            0              0               0              0                 0              0              0
  as of 12/31/92            0              0               0              0                 0              0              0
  as of 12/31/91            0              0               0              0                 0              0              0
  as of 12/31/90            0              0               0              0                 0              0              0
  as of 12/31/89            0              0               0              0                 0              0              0
  as of 12/31/88            0              0               0              0                 0              0              0

Unit Price
  as of 12/31/95
  as of 12/31/94       $10.69          $9.61           $9.61              0             $9.59          $9.94
  as of 12/31/93            0              0               0              0                 0              0              0
  as of 12/31/92            0              0               0              0                 0              0              0
  as of 12/31/91            0              0               0              0                 0              0              0
  as of 12/31/90            0              0               0              0                 0              0              0
  as of 12/31/89            0              0               0              0                 0              0              0
  as of 12/31/88            0              0               0              0                 0              0              0
[                                                                                                        LA          Seligman
                        GAL                            GAL            GAL                              Growth        Henderson
                       Money           GAL        High Quality       Asset           JanCap              and       International
                      Market*         Equity*           Bond*        Allocation*         Growth            Income         Equity
                      (1996)         (1996)          (1996)         (1996)           (1992)            (1992)         (1989)
                      ------         -----           ------         ------           ------            ------         ------
No. of Units
  as of 12/31/95
  as of 12/31/94                                                                   22,354,170      7,479,449     14,043,215
  as of 12/31/93                                                                   13,603,637      4,058,228      9,063,464
  as of 12/31/92                                                                    1,476,139        956,949      1,948,773
  as of 12/31/91                                                                                                  1,092,902
  as of 12/31/90                                                                                                    398,709
  as of 12/31/89                                                                                                     29,858

Unit Price
  as of 12/31/95
  as of 12/31/94                                                                       $10.91         $11.98         $16.80
  as of 12/31/93                                                                        11.59          11.88          16.60
  as of 12/31/92                                                                        10.51          10.60          12.37
  as of 12/31/91                                                                                                      13.69
  as of 12/31/90                                                                                                      12.98
  as of 12/31/89                                                                                                      13.64
T. Rowe        T. Rowe                                          PIMCO                             AA
                       Price          Price         Founders        INVESCO          Limited                           Small
                       Asset      International  Capitalization     Equity          Maturity             AA          Capitali-
                    Allocation       Equity       Appreciation      Income            Bond             Growth         zation
                      (1994)         (1994)          (1994)         (1994)           (1995)            (1988)         (1988)
                      ------         ------          ------         ------           ------            ------         ------
No. of Units
  as of 12/31/95
  as of 12/31/94    2,320,063     11,166,758       2,575,105      6,633,333                 0      5,614,760      9,356,764
  as of 12/31/93                                                                                   2,997,458      7,101,658
  as of 12/31/92                                                                                   1,482,037      4,846,024
  as of 12/31/91                                                                                     559,779      2,172,189
  as of 12/31/90                                                                                      82,302        419,718
  as of 12/31/89                                                                                       6,900         35,438
  as of 12/31/88                                                                                           0          3,000

Unit Price
  as of 12/31/95
  as of 12/31/94        $9.80          $9.49          $10.69          $9.61                 0         $23.18         $27.95
  as of 12/31/93                                                                                       23.18          29.65
  as of 12/31/92                                                                                       19.19          26.54
  as of 12/31/91                                                                                       17.32          26.00
  as of 12/31/90                                                                                       12.51          16.74
  as of 12/31/89                                                                                       12.19          15.61
  as of 12/31/88                                                                                        9.96          9.63]
*These Sub-accounts were not operational prior to the date of this Prospectus.
    

The financial  statements of the Sub-accounts  being offered to you are found in
the Statement of Additional Information.

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

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

     Variable  Investment  Options:  During the  accumulation  phase, we offer a
number of Sub-accounts  as variable  investment  options.  These are all Class 1
Sub-accounts of American Skandia Life Assurance  Corporation  Variable Account B
("Separate  Account B"). Each of these Sub-accounts  invests  exclusively in one
underlying  mutual fund, or a portfolio of an underlying  mutual fund. As of the
date of this Prospectus,  our  Sub-accounts  and the underlying  mutual funds or
portfolios in which they invest are as follows:
Underlying Mutual Fund:                                          The Alger American Fund

                      Sub-account                                             Underlying Mutual Fund Portfolio

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

                      Underlying Mutual Fund:                                      Neuberger & Berman Advisers
                                                                                              Management Trust

                      Sub-account                                             Underlying Mutual Fund Portfolio

                      NB Partners                                                                     Partners

                      Underlying Mutual Fund:                                           American Skandia Trust

                      Sub-account                                            Underlying Mutual Fund Portfolio

   
                      Seligman Henderson International Equity          Seligman Henderson International Equity
                      Seligman Henderson International                        Seligman Henderson International
                        Small Cap                                                                    Small Cap
                      LA Growth and Income                                       Lord Abbett Growth and Income
                      JanCap Growth                                                              JanCap Growth
                      Fed Utility Inc                                                 Federated Utility Income
                      Fed High Yield                                                      Federated High Yield
                      AST Phoenix Balanced Asset                                    AST Phoenix Balanced Asset
                      AST Money Market                                                        AST Money Market
                      T. Rowe Price Asset Allocation                            T. Rowe Price Asset Allocation
                      T. Rowe Price International Equity                    T. Rowe Price International Equity
                      T. Rowe Price Natural Resources                          T. Rowe Price Natural Resources
                      Founders Capital Appreciation                              Founders Capital Appreciation
                      INVESCO Equity Income                                              INVESCO Equity Income
                      PIMCO Total Return Bond                                          PIMCO Total Return Bond
                      PIMCO Limited Maturity Bond                                  PIMCO Limited Maturity Bond
                      AST Scudder International Bond                            AST Scudder International Bond
                      Berger Capital Growth                                              Berger Capital Growth

                   
                      ____________________________                     Robertson Stephens Capital Appreciation

                      Underlying Mutual Fund:                                       Montgomery Variable Series

                      Sub-account                                             Underlying Mutual Fund Portfolio

                      __________________                                                      Emerging Markets

                     [Underlying Mutual Fund:                                                  Galaxy VIP fund

                      Sub-Account                                             Underlying Mutual Fund Portfolio

                      GAL Money Market                                                  Money Market Portfolio
                      GAL Equity                                                              Equity Portfolio
                      GAL High Quality Bond                                        High Quality Bond Portfolio
                      GAL Asset Allocation                                          Asset Allocation Portfolio

                      Underlying Mutual Fund:                                           American Skandia Trust

                      Sub-account                                             Underlying Mutual Fund Portfolio

                      JanCap Growth                                                              JanCap Growth
                      LA Growth and Income                                       Lord Abbett Growth and Income
                      Seligman Henderson International Equity          Seligman Henderson International Equity
                      T. Rowe Price Asset Allocation                            T. Rowe Price Asset Allocation
                      T. Rowe Price International Equity                    T. Rowe Price International Equity
                      Founders Capital Appreciation                              Founders Capital Appreciation
                      INVESCO Equity Income                                              INVESCO Equity Income
                      PIMCO Limited Maturity Bond                                  PIMCO Limited Maturity Bond

                      Underlying Mutual Fund:                                          The Alger American Fund

                      Sub-account                                             Underlying Mutual Fund Portfolio

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

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

   
Each underlying  mutual fund is registered  under the Investment  Company Act of
1940, as amended (the "1940 Act") as an open-end management  investment company.
Each underlying  mutual fund or portfolio  thereof may or may not be diversified
as defined in the 1940 Act. As of the date of this Prospectus, the portfolios in
which  Sub-accounts  offered pursuant to this Prospectus  invest are those shown
above.  A summary of the investment  objectives and policies of such  underlying
mutual fund  portfolios  is found in Appendix B. The trustees or  directors,  as
applicable,  of an  underlying  mutual  fund may add,  eliminate  or  substitute
portfolios from time to time. Generally,  each portfolio issues a separate class
of shares.  Shares of the  underlying  mutual fund  portfolios  are available to
separate  accounts of life insurance  companies  offering  variable  annuity and
variable life insurance products. The shares may also be made available, subject
to obtaining all required regulatory  approvals,  for direct purchase by various
pension and retirement savings plans that qualify for preferential tax treatment
under the Code.
    

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

Shares  of the  underlying  mutual  funds  may be  available  to  variable  life
insurance and variable annuity separate  accounts of other insurance  companies.
Possible  consequences  of  this  multiple  availability  are  discussed  in the
subsection entitled Resolving Material Conflicts.

   
The prospectus for any underlying  mutual fund or funds being  considered by you
should  be read in  conjunction  herewith.  A copy  of  each  prospectus  may be
obtained  without charge from us by calling our Concierge  Desk [Galaxy  Annuity
Customer Service],  1-800-752-6342 [1-800-444-3970] or writing to us at P.O. Box
883,  Attention:  Concierge Desk [Galaxy  Annuity  Customer  Service],  Shelton,
Connecticut, 06484-0883.
    

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

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

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

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

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

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

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

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

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

The  reduction  used in  determining  the minimum  interest  rate is two and one
quarter percent of interest (2.25%).

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

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

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

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

   
     Separate  Accounts:  We are the  legal  owner  of  assets  in the  separate
accounts.  Income,  gains and  losses,  whether  or not  realized,  from  assets
allocated to these separate  accounts,  are credited to or charged  against each
such separate account in accordance with the terms of the annuities supported by
such  assets  without  regard  to our  other  income,  gains or losses or to the
income, gains or losses in any other of our separate accounts.  We will maintain
assets in each separate  account with a total market value at least equal to the
reserve  and other  liabilities  we must  maintain  in  relation  to the annuity
obligations  supported  by such  assets.  These  assets may only be charged with
liabilities which arise from such annuities.  This may include Annuities offered
pursuant  to this  Prospectus  or certain  other  annuities  we may  offer.  The
investments  made by  separate  accounts  are  subject  to the  requirements  of
applicable state laws.  These  investment  requirements may differ between those
for separate  accounts  supporting  variable  obligations and those for separate
accounts supporting fixed obligations.
    

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

The   Sub-accounts   offered  pursuant  to  this  Prospectus  are  all  Class  1
Sub-accounts  of  Separate  Account B. Each class of  Sub-accounts  in  Separate
Account B have a different level of charges assessed against such Sub-accounts.

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

Separate  Account  B is  registered  with the SEC  under  the 1940 Act as a unit
investment trust, which is a type of investment  company.  This does not involve
any supervision by the SEC of the investment  policies,  management or practices
of Separate Account B. Each Sub-account  invests only in a single mutual fund or
mutual fund portfolio.

The only  Sub-accounts  available for allocation of your Account Value are those
offered pursuant to this Prospectus.  Persons  interested in our other annuities
may be offered the same or different  Sub-accounts of Separate  Account B or any
of our other separate  accounts.  Such sub-accounts may invest in some or all of
the same underlying  mutual funds or portfolios of such underlying  mutual funds
as the Sub-accounts offered pursuant to this Prospectus.  As of the date of this
Prospectus,  the Annuities  offered  pursuant to this  Prospectus  and annuities
offered pursuant to a number of other prospectuses  maintained assets in Class 1
Sub-accounts.  We may offer additional annuities that maintain assets in Class 1
Sub-accounts.  In  addition,  some of the  Class 1  Sub-accounts  may  invest in
underlying   mutual  funds  or  underlying   mutual  fund  portfolios  in  which
Sub-accounts in other classes of Separate Account B invest.

You will find additional  information  about these  underlying  mutual funds and
portfolios  in  the  prospectuses  for  such  funds.  Portfolios  added  to  the
underlying mutual funds may or may not be offered through added Sub-accounts.

Sub-accounts  are permitted to invest in  underlying  mutual funds or portfolios
that we  consider  suitable.  We also  reserve  the  right to add  Sub-accounts,
eliminate  Sub-accounts,  to combine  Sub-accounts,  or to substitute underlying
mutual funds or portfolios of underlying mutual funds.

Values and benefits based on allocations to the Sub-accounts  will vary with the
investment  performance of the underlying  mutual funds or fund  portfolios,  as
applicable.  We do not guarantee the investment results of any Sub-account,  nor
is there any assurance that the Account Value allocated to the Sub-accounts will
equal the amounts  allocated to the  Sub-accounts  as of any time other than the
Valuation Period of such allocation. You bear the entire investment risk.

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

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

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

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

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

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

     (a) Investments  may be made in 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 Standard &
Poor's, Moody's Investor Services, Inc. or any Nationally Recognized Statistical
Rating Organization ("NRSRO").
    

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

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

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

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

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

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

     Contingent  Deferred  Sales  Charge:  Although we incur  sales  expenses in
connection  with  the  sale of  contracts  (for  example,  preparation  of sales
literature,  expenses  of selling  and  distributing  the  contracts,  including
commissions, and other promotional costs), we do not deduct any charge from your
Purchase Payments for such expenses. However, a contingent deferred sales charge
may be  assessed.  We assess a  contingent  deferred  sales  charge  against the
portion of any  withdrawal or surrender  that is deemed to be a  liquidation  of
your Purchase  Payments paid within the preceding  seven years.  The  contingent
deferred sales charge applies to each Purchase Payment that is liquidated. It is
a decreasing  percentage of each Purchase Payment being  liquidated.  The charge
decreases  as the  Purchase  Payment  ages.  The aging of a Purchase  Payment is
measured from the date it is applied to your Account Value.  The charge is: year
1 -7.5%;  year 2 - 7.0%;  year 3 - 6.0%;  year 4 - 5.0%; year 5 - 4.0%; year 6 -
3.0%; year 7 - 2.0%; year 8 and thereafter - 0%.

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

From time to time we may  reduce  the amount of the  contingent  deferred  sales
charge, the period during which it applies,  or both, when Annuities are sold to
individuals or a group of  individuals in a manner that reduces sales  expenses.
We would  consider  such  factors  as:  (a) the size and type of group;  (b) the
amount of Purchase  Payments;  (c) present  Owners  making  additional  Purchase
Payments;  and/or (d) other  transactions  where sales expenses are likely to be
reduced.

   
No contingent  deferred sales charge is imposed when any group annuity  contract
or any Annuity issued pursuant to this Prospectus is owned on its Issue Date by:
(a) any  parent  company,  affiliate  or  subsidiary  of ours;  (b) an  officer,
director,  employee,  retiree,  sales  representative,  or  in  the  case  of an
affiliated  broker-dealer,  registered  representative  of such  company;  (c) a
director or trustee of any underlying  mutual fund;  (d) a director,  officer or
employee  of  any  investment  manager  or  sub-advisor   providing   investment
management  and/or  advisory  services  to an  underlying  mutual  fund  or  any
affiliate of such investment  manager or sub-advisor;  (e) a director,  officer,
employee or registered representative of a broker-dealer that has a then current
selling agreement with American Skandia  Marketing,  Incorporated;  (f) the then
current  spouse of any such person  noted in (b)  through  (e),  above;  (g) the
parents  of any  such  person  noted in (b)  through  (f),  above;  and (h) such
person's child or other legal dependent under the age of 21.
    

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

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

Expenses  incurred  in  connection  with the sale of  Annuities  may  exceed the
charges made for such  purpose.  We expect that the  contingent  deferred  sales
charge will not be sufficient to cover the sales expenses. We expect to meet any
deficiency  from any profit we may make on Annuities and from our surplus.  This
may include proceeds from, among others,  the mortality and expense risk charges
assessed against the Sub-accounts.

        Maintenance Fee: A maintenance fee equaling the smaller
of $30 or 2% of your then current  Account Value is deductible  from the Account
Values in the  Sub-accounts  annually and upon surrender.  The fee is limited to
the Account Values in the  Sub-accounts  as of the Valuation  Period such fee is
due.  Certain  representations  regarding the  maintenance  fee are found in the
section entitled Administration Charge.

         Tax  Charges:  In several  states a tax is payable.  We will
deduct the amount of tax payable, if any, from your Purchase Payments if the tax
is then incurred or from your Account Value when applied under an annuity option
if the  tax is  incurred  at that  time.  The  amount  of the  tax  varies  from
jurisdiction to jurisdiction.  It may also vary depending on whether the Annuity
qualifies for certain treatment under the Code. In each jurisdiction,  the state
legislature  may change the amount of any current  tax, may decide to impose the
tax, eliminate it, or change the time it becomes payable. In those jurisdictions
imposing  such a tax, the tax rates  currently  in effect range up to 31/2%.  In
addition to state taxes,  local taxes may also apply. The amounts of these taxes
may exceed those for state taxes.

         Transfer Fee: We charge $10.00 for each transfer after the
twelfth  in each  Annuity  Year.  However,  the fee is only  charged if there is
Account  Value  in at  least  one  Sub-account  immediately  subsequent  to such
transfer.

         Allocation  Of Annuity  Charges:  Charges
applicable  to a surrender  are used in  calculating  Surrender  Value.  Charges
applicable to any type of withdrawal  are taken from the  investment  options in
the same ratio as such a withdrawal  is taken from the  investment  options (see
"Allocation  Rules").  The transfer fee is assessed  against the Sub-accounts in
which you maintain Account Value  immediately  subsequent to such transfer.  The
transfer fee is allocated on a pro-rata  basis in relation to the Account Values
in  such  Sub-accounts  as of the  Valuation  Period  for  which  we  price  the
applicable  transfer.  No fee is  assessed  if there is no Account  Value in any
Sub-account at such time. Tax charges are assessed  against the entire  Purchase
Payment or Account Value as applicable.  The maintenance fee is assessed against
the  Sub-accounts  on a pro-rata basis in relation to the Account Values in each
Sub-account as of the Valuation Period for which we price the fee.

CHARGES ASSESSED AGAINST THE ASSETS: There are charges assessed against
assets in the  Sub-accounts.  These  charges are described  below.  There are no
charges deducted from the Fixed  Allocations.  The factors we use in determining
the  interest  rates we credit  Fixed  Allocations  are  described  above in the
subsection  entitled  Fixed  Investment  Options.  No charges are deducted  from
assets supporting fixed or adjustable  annuity  payments.  The factors we use in
determining fixed or adjustable  annuity payments  include,  but are not limited
to, our expected investment returns, costs, risks and profit targets. We reserve
the right to assess a charge against the Sub-accounts and the Fixed  Allocations
equal to any taxes which may be imposed upon the separate accounts.

     Administration  Charge:  We assess  each  Class 1  Sub-account,  on a daily
basis,  an  administration  charge.  The charge is 0.15% per year of the average
daily total value of such Sub-account.

We assess the  administration  charge and the maintenance fee,  described in the
subsection entitled  Maintenance Fee, at amounts we believe necessary to recover
the actual costs of maintaining and  administering  the Account Values allocated
to the Class 1 Sub-accounts  and Separate Account B itself.  The  administration
charge and maintenance fee can be increased only for Annuities issued subsequent
to the effective date of any such change.

A  relationship   does  not  necessarily   exist  between  the  portion  of  the
administration  charge and the  maintenance  fee  attributable  to a  particular
Annuity and the expenses  attributable to that Annuity.  However, we believe the
total  administration  charges made against the Class 1 Sub-accounts will not be
greater than the total  anticipated  costs.  We allocate costs pro-rata  between
classes in Separate  Account B in proportion  to the assets in various  classes.
Types of  expenses  which  might be incurred  include,  but are not  necessarily
limited to, the expenses  of:  developing  and  maintaining  a computer  support
system for  administering  the Account Values in the  Sub-accounts  and Separate
Account  B  itself,   preparing  and  delivering   confirmations  and  quarterly
statements,  processing transfers, withdrawal and surrender requests, responding
to Owner  inquiries,  reconciling and depositing cash receipts,  calculating and
monitoring  daily values of each  Sub-account,  reporting for the  Sub-accounts,
including quarterly,  semi-annual and annual reports, and mailing and tabulation
of shareholder proxy solicitations.

From time to time we may  reduce the  amount of the  maintenance  fee and/or the
administration  charge. We may do so when Annuities are sold to individuals or a
group of individuals in a manner that reduces maintenance and/or  administrative
expenses. We would consider such factors as: (a) the size and type of group; (b)
the  number of  Annuities  purchased  by an Owner;  (c) the  amount of  Purchase
Payments;  and/or (d) other transactions where maintenance and/or administration
expenses are likely to be reduced.

Any elimination of the maintenance fee and/or the  administration  charge or any
reduction  of such  charges  will  not  discriminate  unfairly  between  Annuity
purchasers.  We will not make any changes to these charges  where  prohibited by
law.

     Mortality and Expense Risk Charges: For Class 1 Sub-accounts, the mortality
risk  charge is 0.90% per year and the  expense  risk  charge is 0.35% per year.
These charges are assessed in combination  each day against each  Sub-account at
the rate of 1.25% per year of the average daily total value of each Sub-account.

With respect to the mortality risk charge, we assume the risk that the mortality
experience under the Annuities may be less favorable than our assumptions.  This
could  arise for a number of  reasons,  such as when  persons  upon whose  lives
annuity  payments  are  based  live  longer  than we  anticipated,  or when  the
Sub-accounts  decline in value resulting in losses in paying death benefits.  If
our mortality  assumptions prove to be inadequate,  we will absorb any resulting
loss.  Conversely,   if  the  actual  experience  is  more  favorable  than  our
assumptions,  then we will benefit  from the gain.  We also assume the risk that
the administration charge may be insufficient to cover our actual administration
costs. If we realize a profit from the mortality and expense risk charges,  such
profit may be used to recover sales expenses incurred which may not be recovered
by the contingent deferred sales charge.

     CHARGES  OF THE  UNDERLYING  MUTUAL  FUNDS:  Each  underlying  mutual  fund
assesses various charges for investment management and investment advisory fees.
These charges  generally  differ between  portfolios  within the same underlying
mutual fund. You will find additional  details in the fund  prospectuses and the
statements of additional information.

   
     PURCHASING ANNUITIES: You may purchase an Annuity for various purposes. You
must meet our  requirements  before  we issue an  Annuity  and it takes  effect.
Certain  benefits may be available to certain classes of purchasers.  You have a
"free-look"  period during which you may return your Annuity for a refund amount
which  may be less or more  than  your  Purchase  Payment,  except  in  specific
circumstances.

     Uses Of The  Annuity:  The  Annuity  may be  issued in  connection  with or
purchased as a funding vehicle for certain retirement plans designed to meet the
requirements of various sections of the Code. These include, but are not limited
to: (a) Sections 401  (corporate,  association,  or  self-employed  individuals'
retirement  plans);  (b) Section 403(b)  (tax-sheltered  annuities  available to
employees  of certain  qualifying  employers);  and (c) Section 408  (individual
retirement  accounts and individual  retirement  annuities - "IRAs";  Simplified
Employee Pensions).  We may require additional  information regarding such plans
before we issue an Annuity to be used in connection with such retirement  plans.
We may also restrict or change  certain  rights and benefits if, in our opinion,
such  restrictions  or  changes  are  necessary  for your  Annuity to be used in
connection with such retirement plans. We may elect to no longer offer Annuities
in connection  with various  retirement  plans.  The Annuity may also be used in
connection  with plans that do not qualify  under the sections of the Code noted
above. Some of the potential tax consequences resulting from various uses of the
Annuities are discussed in the section entitled "Certain Tax Consequences".
    

     Application   And  Initial   Payment:   You  must  meet  our   underwriting
requirements  and forward a Purchase Payment if you seek to purchase an Annuity.
These requirements may include a properly completed Application. Where permitted
by law, we may issue an Annuity without completion of an Application for certain
classes of Annuities.

   
The minimum  initial  Purchase  Payment we accept is $1,000 unless you authorize
the use of bank drafting to make Purchase Payments (see "Bank Drafting"). If you
choose bank drafting,  we will accept a lower initial  Purchase Payment provided
that the Purchase Payments received in the first year total at least $1,000. The
initial Purchase Payment must be paid by check or by wire transfer. It cannot be
made through bank drafting.  Our Office must give you prior  approval  before we
accept  a  Purchase  Payment  that  would  result  in the  Account  Value of all
annuities  you maintain  with us exceeding  $500,000.  We confirm each  Purchase
Payment  in  writing.  Multiple  annuities  purchased  from us  within  the same
calendar  year may be treated for tax purposes as if they were a single  annuity
(see "Certain Tax Considerations").
    

We reserve  the right to  allocate  your  initial  Net  Purchase  Payment to the
investment options up to two business days after we receive,  at our Office, all
of our  requirements  for issuing the Annuity as applied  for. We may retain the
Purchase  Payment  and not  allocate  the initial  Net  Purchase  Payment to the
investment  options for up to five  business days while we attempt to obtain all
such requirements. We will try to reach you or any other party from whom we need
any information or materials.  If the  requirements  cannot be fulfilled  within
that time, we will:  (a) attempt to inform you of the delay;  and (b) return the
amount of the Purchase Payment, unless you specifically consent to our retaining
it until  all our  requirements  are met.  Once our  requirements  are met,  the
initial Net Purchase  Payment is applied to the  investment  options  within two
business days.  Once we accept your Purchase  Payment and our  requirements  are
met, we issue an Annuity.
       

   
     Bank  Drafting:  You may make Purchase  Payments to your Annuity using bank
drafting, but only for allocations to variable investment options.  However, you
must pay at least one prior Purchase Payment by check or wire transfer.  We will
accept an initial  Purchase  Payment  lower than our standard  minimum  Purchase
Payment  requirement  of $1,000 if you also furnish bank  drafting  instructions
that  provide  amounts  that  will  meet  a  $1,000  minimum   Purchase  Payment
requirement  to be paid  within 12 months.  We will  accept an initial  Purchase
Payment  in an  amount  as low as  $100,  but it must be  accompanied  by a bank
drafting authorization form allowing monthly Purchase Payments of at least $75.

     Periodic Purchase Payments: We may, from time-to-time,  offer opportunities
to make Purchase  Payments  automatically  on a periodic  basis,  subject to our
rules. These  opportunities may include,  but are not limited to, certain salary
reduction programs agreed to by an employer.  As of the date of this Prospectus,
we only  agree to accept  Purchase  Payments  on such a basis if: (a) we receive
your  request In Writing for a salary  reduction  program and we agree to accept
Purchase  Payments  on this  basis;  (b) the  allocations  are only to  variable
investment  options  or  the  frequency  and  number  of  allocations  to  fixed
investment options is limited in accordance with our rules; and (c) the total of
Purchase  Payments in the first  Annuity Year is scheduled to equal at least our
then  current  minimum  requirements.  We may also  require an initial  Purchase
Payment to be submitted by check or wire before agreeing to such a program.  Our
minimum  requirements  may  differ  based on the usage of the  Annuity,  such as
whether it is being used in conjunction with certain retirement plans.
    

     Right to Return  the  Annuity:  You have the right to  return  the  Annuity
within twenty-one days of receipt or longer where required by law. The period in
which you can take this  action is known as a  "free-look"  period.  To exercise
your right to return the Annuity during the "free-look"  period, you must return
the Annuity.  The amount to be refunded is the then current  Account  Value plus
any tax charge  deducted.  This is the "standard  refund".  If necessary to meet
Federal  requirements for IRAs or certain state law requirements,  we return the
greater of the  "standard  refund" or the Purchase  Payments  received  less any
withdrawals  (see  "Allocation  of Net Purchase  Payments").  We tell you how we
determine  the  amount  payable  under any such  right at the time we issue your
Annuity.  Upon the termination of the "free-look"  period, if you surrender your
Annuity,  you  may  be  assessed  certain  charges  (see  "Charges  Assessed  or
Assessable Against the Annuity").

   
     Allocation  of Net  Purchase  Payments:  All  allocations  of Net  Purchase
Payments  are  subject  to  our  allocation  rules  (see  "Allocation   Rules").
Allocation  of the  portion of the  initial  Net  Purchase  Payment  and any Net
Purchase Payments received during the free-look period that you wish to allocate
to any  Sub-accounts  are subject to an additional  allocation rule if state law
requires return of at least your Purchase Payments should you return the Annuity
under such free-look  provision.  If such state law applies to your Annuity: (a)
we allocate any portion of any such Net Purchase  Payments that you indicate you
wish to go into the  Sub-accounts  to the AST Money  Market  [GAL Money  Market]
Sub-account;  and (b) at the end of such free-look period we reallocate  Account
Value according to your then most recent allocation  instructions to us, subject
to our allocation rules. However,  where permitted by law in such jurisdictions,
we will  allocate  such Net Purchase  Payments  according to your  instructions,
without any  temporary  allocation  to the AST Money  Market [GAL Money  Market]
Sub-account,  if you execute a return waiver ("Return Waiver"). Under the Return
Waiver,  you waive  your right to the  return of the  greater  of the  "standard
refund" or the Purchase  Payments  received less any withdrawals.  Instead,  you
only are entitled to the return of the  "standard  refund" (see "Right to Return
the Annuity").
    

Your initial  Purchase  Payments,  as well as other  Purchase  Payments  will be
allocated in accordance with the then current  requirements of any  rebalancing,
asset  allocation  or market timing  program  which you have  authorized or have
authorized an  independent  third party to use in  connection  with your Annuity
(see "Allocation Rules").

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

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

     Ownership,   Annuitant  and  Beneficiary  Designations:  You  make  certain
designations that apply to the Annuity if issued. These designations are subject
to our rules and to various  regulatory or statutory  requirements  depending on
the use of the Annuity. These designations include an Owner, a contingent Owner,
an  Annuitant,  a  Contingent  Annuitant,   a  Beneficiary,   and  a  contingent
Beneficiary.  Certain  designations  are  required,  as  indicated  below.  Such
designations will be revocable unless you indicate  otherwise or we endorse your
Annuity  to  indicate  that such  designation  is  irrevocable  to meet  certain
regulatory   or  statutory   requirements.   Changing  the  Owner  or  Annuitant
designations may affect the minimum death benefit (see " Death Benefits").

Some of the tax  implications  of  various  designations  are  discussed  in the
section  entitled  "Certain Tax  Considerations".  However,  there are other tax
issues than those  addressed  in that  section,  including,  but not limited to,
estate and  inheritance  tax issues.  You should  consult  with a competent  tax
counselor  regarding the tax  implications of various  designations.  You should
also consult with a competent  legal advisor as to the  implications  of certain
designations in relation to an estate,  bankruptcy,  community  property,  where
applicable, and other matters.

An Owner must be named.  You may name more than one Owner. If you do, all rights
reserved to Owners are then held  jointly.  We require the consent In Writing of
all joint Owners for any transaction for which we require the written consent of
Owners.  Where  required by law, we require the consent In Writing of the spouse
of any person with a vested  interest in an Annuity.  Naming  someone other than
the payor of any  Purchase  Payment as Owner may have gift,  estate or other tax
implications.

Where allowed by law, you may name a contingent Owner. However, this designation
takes effect only on or after the Annuity Date.

You must name an Annuitant.  We do not accept a designation of joint Annuitants.
Where allowed by law, you may name one or more Contingent Annuitants.

There may be adverse tax  consequences  if a  Contingent  Annuitant  succeeds an
Annuitant  and the  Annuity is owned by a trust  that is neither  tax exempt nor
does not qualify for preferred  treatment  under  certain  sections of the Code,
such as Section 401 (a "non-qualified"  trust). In general, the Code is designed
to prevent the benefit of tax deferral from  continuing for long periods of time
on an indefinite basis.  Continuing the benefit of tax deferral by naming one or
more Contingent  Annuitants  when the Annuity is owned by a non-qualified  trust
might be deemed an attempt to extend the tax deferral for an indefinite  period.
Therefore,  adverse tax treatment  may depend on the terms of the trust,  who is
named  as  Contingent   Annuitant,   as  well  as  the   particular   facts  and
circumstances.  You should  consult your tax advisor  before naming a Contingent
Annuitant if you expect to use an Annuity in such a fashion.

Where allowed by law, you must name Contingent Annuitants according to our rules
when an  Annuity  is used as a funding  vehicle  for  certain  retirement  plans
designed to meet the requirements of Section 401 of the Code.

You may name more than one primary and more than one contingent Beneficiary, and
if you do, the  proceeds  will be paid in equal  shares to the  survivors in the
appropriate  beneficiary class,  unless you have requested otherwise In Writing.
If the primary  Beneficiary  dies before  death  proceeds  become  payable,  the
proceeds will become payable to the contingent Beneficiary. If no Beneficiary is
alive when death proceeds  become  payable or in the absence of any  Beneficiary
designation, the proceeds will vest in you or your estate.

     ACCOUNT VALUE AND SURRENDER VALUE: In the  accumulation  phase your Annuity
has an Account Value.  Your total Account Value is the sum of your Account Value
in each  investment  option.  Surrender  Value  is the  Account  Value  less any
applicable contingent deferred sales charge and any applicable maintenance fee.

     Account  Value  in  the  Sub-accounts:  We  determine  your  Account  Value
separately  for  each  Sub-account.  To  determine  the  Account  Value  in each
Sub-account we multiply the Unit Price as of the Valuation  Period for which the
calculation is being made times the number of Units  attributable to you in that
Sub-account  as of that  Valuation  Period.  The method we use to determine Unit
Prices is shown in the Statement of Additional Information.

The number of Units  attributable to you in a Sub-account is the number of Units
you purchased less the number transferred or withdrawn.  We determine the number
of Units involved in any transaction specified in dollars by dividing the dollar
value of the transaction by the Unit Price of the effected Sub-account as of the
Valuation Period applicable to such transaction.

     Account Value of the Fixed  Allocations:  We determine the Account Value of
each Fixed Allocation  separately.  A Fixed  Allocation's  Account Value as of a
particular  date is determined  by  multiplying  its then current  Interim Value
times the MVA.
A formula is used to  determine  the MVA. The formula is applied  separately  to
each Fixed  Allocation.  Values and time durations used in the formula are as of
the date for which the Account Value is being determined. The formula is:

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

                                     where:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

     RIGHTS,  BENEFITS  AND  SERVICES:  The  Annuity  provides  various  rights,
benefits and services  subsequent  to its issuance and your  decision to keep it
beyond the free-look period. A number of these rights, benefits and services, as
well as some of the  rules  and  conditions  to  which  they  are  subject,  are
described  below.  These  rights,  benefits  and services  include,  but are not
limited to: (a) making  additional  Purchase  Payments;  (b) changing  revocable
designations;  (c) transferring  Account Values between investment options;  (d)
receiving lump sum payments,  Systematic  Withdrawals or Minimum  Distributions,
annuity payments and death benefits; (e) transferring or assigning your Annuity;
(f) exercising  certain voting rights in relation to the underlying mutual funds
in which the  Sub-accounts  invest;  and (g)  receiving  reports.  These rights,
benefits and services may be limited,  eliminated  or altered when an Annuity is
purchased in conjunction  with a qualified plan. We may require  presentation of
proper identification, including a personal identification number ("PIN") issued
by us, prior to accepting any  instruction by telephone.  We forward your PIN to
you shortly  after your  Annuity is issued.  To the extent  permitted  by law or
regulation,  neither we nor any person  authorized by us will be responsible for
any claim, loss, liability or expense in connection with a telephone transfer if
we or such other person acted on telephone  transfer  instructions in good faith
in  reliance  on  your  telephone  transfer   authorization  and  on  reasonable
procedures to identify persons so authorized through  verification methods which
may  include  a  request  for  your  Social   Security   number  or  a  personal
identification  number (PIN) as issued by us. We may be liable for losses due to
unauthorized  or fraudulent  instructions  should we not follow such  reasonable
procedures.

   
     Additional  Purchase  Payments:  The  minimum for any  additional  Purchase
Payment  is  $100,  except  as  part  of a  bank  drafting  program  (see  "Bank
Drafting"),  or  unless we  authorize  lower  payments  pursuant  to a  Periodic
Purchase  Payment  program (see  "Periodic  Purchase  Payments"),  or less where
required by law. Additional Purchase Payments may be paid at any time before the
Annuity  Date.  Subject to our  allocation  rules,  we allocate  additional  Net
Purchase  Payments  according to your  instructions.  Should no  instructions be
received, we shall return your additional Purchase Payment.
    

     Changing Revocable  Designations:  Unless you indicated that a prior choice
was irrevocable or your Annuity has been endorsed to limit certain changes,  you
may request to change Owner, Annuitant and Beneficiary designations by sending a
request In Writing.  Where  allowed by law,  such changes will be subject to our
acceptance.  Some of the changes we will not accept include, but are not limited
to:  (a) a new  Owner  subsequent  to the death of the Owner or the first of any
joint Owners to die, except where a spouse-Beneficiary has become the Owner as a
result of an Owner's death;  (b) a new Annuitant  subsequent to the Annuity Date
if the  annuity  option  selected  includes  a life  contingency;  and (c) a new
Annuitant prior to the Annuity Date if the Annuity is owned by an entity.

   
     Allocation Rules: In the accumulation phase, you may maintain Account Value
in up to ten Sub-accounts.  Currently, you may also maintain an unlimited number
of Fixed  Allocations.  We reserve the right, to the extent permitted by law, to
limit the number of fixed  allocations  or the amount  you may  allocate  to any
Fixed  Allocation.  Should you request a transaction  that would leave less than
any  minimum  amount we then  require in an  investment  option,  we reserve the
right, to the extent  permitted by law, to add the balance of your Account Value
in the applicable  Sub-account or Fixed  Allocation to the transaction and close
out your balance in that investment option.
    

Should you either: (a) request  rebalancing  services (see  "Rebalancing");  (b)
authorize an  independent  third party to transact  transfers on your behalf and
such third party  arranges for  rebalancing of any portion of your Account Value
in  accordance  with  any  asset  allocation  strategy;   or  (c)  authorize  an
independent third party to transact transfers in accordance with a market timing
strategy;  then all Purchase  Payments,  including the initial Purchase Payment,
received while your Annuity is subject to such an  arrangement  are allocated to
the  same  investment  options  and in the  same  proportions  as then  required
pursuant  to the  applicable  rebalancing,  asset  allocation  or market  timing
program,  unless  we  have  received  alternate  instructions.  Such  allocation
requirements  terminate  simultaneous to the termination of an authorization for
rebalancing or any authorization to a third party to transact  transfers on your
behalf.

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

     Transfers: In the accumulation phase you may transfer Account Value between
investment  options,  subject to our allocation rules (see "Allocation  Rules").
Transfers  are not  subject  to  taxation  (see  "Transfers  Between  Investment
Options").  We charge $10.00 for each transfer after the twelfth in each Annuity
Year,  including transfers transacted as part of a dollar cost averaging program
(see  "Dollar  Cost  Averaging")  or  any  rebalancing,   market  timing,  asset
allocation  or similar  program which you employ or you authorize to be employed
on your behalf.  Renewals or transfers of Account Value from a Fixed  Allocation
at the end of its  Guarantee  Period are not subject to the transfer  charge and
are not counted in  determining  whether  other  transfers may be subject to the
transfer charge (see  "Renewals").  Your transfer  request must be In Writing or
meet our requirements for accepting instructions we receive over the phone.

We reserve the right to limit the number of  transfers  in any Annuity  Year for
all  existing  or new Owners.  We also  reserve the right to limit the number of
transfers in any Annuity Year or to refuse any transfer  request for an Owner or
certain Owners if we believe that: (a) excessive trading by such Owner or Owners
or a  specific  transfer  request  or  group  of  transfer  requests  may have a
detrimental  effect on Unit Values or the share prices of the underlying  mutual
funds; or (b) we are informed by one or more of the underlying mutual funds that
the purchase or redemption  of shares is to be  restricted  because of excessive
trading  or a  specific  transfer  or group of  transfers  is  deemed  to have a
detrimental effect on share prices of affected underlying mutual funds.

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

In order to help you determine  whether you wish to transfer Account Values to a
Fixed  Allocation,  you may obtain our Current Rates by writing us or calling us
at 1-800-766-4530 [1-800-444-3970].
    

Where  permitted  by law, we may accept your  authorization  of a third party to
transfer Account Values on your behalf,  subject to our rules. We may suspend or
cancel such  acceptance  at any time.  We notify you of any such  suspension  or
cancellation.  We may restrict the investment options that will be available for
transfers or allocations of Net Purchase Payments during any period in which you
authorize  such third party to act on your  behalf.  We give the third party you
authorize prior  notification  of any such  restrictions.  However,  we will not
enforce such a restriction if we are provided evidence  satisfactory to us that:
(a) such third party has been appointed by a court of competent  jurisdiction to
act on your behalf;  or (b) such third party has been appointed by you to act on
your behalf for all your financial affairs.

We or an affiliate of ours may provide  administrative or other support services
to independent  third parties you authorize to conduct  transfers on your behalf
or  who  provide  recommendations  as to  how  your  Account  Values  should  be
allocated.  This includes, but is not limited to, rebalancing your Account Value
among  investment  options in  accordance  with  various  investment  allocation
strategies such third party may employ,  or transferring  Account Values between
investment options in accordance with market timing strategies  employed by such
third parties.  Such  independent  third parties may or may not be appointed our
agents for the sale of Annuities. However, we do not engage any third parties to
offer  investment  allocation  services  of any type,  so that  persons or firms
offering such services do so independent from any agency  relationship  they may
have with us for the sale of Annuities.  We therefore take no responsibility for
the investment allocations and transfers transacted on your behalf by such third
parties or any investment allocation recommendations made by such parties. We do
not currently charge you extra for providing these support services.

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

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

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

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

     Dollar Cost Averaging:  We offer dollar cost averaging in the  accumulation
phase.  Dollar cost  averaging  is a program  designed  to provide for  regular,
approximately  level  investments over time. You may choose to transfer earnings
only, principal plus earnings or a flat dollar amount. We make no guarantee that
a dollar cost  averaging  program  will result in a profit or protect  against a
loss in a declining  market.  You may select this program by  submitting to us a
request In Writing. You may cancel your participation in this program In Writing
or  by  phone  if  you  have  previously   authorized  our  acceptance  of  such
instructions.

Dollar cost averaging is available from any of the investment  options we choose
to make available for such a program. Your Annuity must have an Account Value of
not less than  $10,000  at the time we accept  your  request  for a dollar  cost
averaging  program.  Transfers under a dollar cost averaging program are counted
in  determining  the  applicability  of the transfer fee (see  "Transfers").  We
reserve the right to limit the  investment  options into which Account Value may
be transferred as part of a dollar cost averaging  program.  We currently do not
permit dollar cost  averaging  programs  where Account Value is  transferred  to
Fixed Allocations. We also reserve the right to charge a processing fee for this
service.  Should we  suspend  or  cancel  the  offering  of this  service,  such
suspension or  cancellation  will not affect any dollar cost averaging  programs
then in effect.  Dollar cost  averaging is not  available  while a  rebalancing,
asset  allocation or market  timing type of program is used in  connection  with
your Annuity.

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

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

     Rebalancing:  We offer, during the accumulation phase, automatic quarterly,
semi-annual or annual rebalancing among the variable  investment options of your
choice. This provides the convenience of automatic rebalancing without having to
provide us instructions on a periodic basis.  Failure to choose this option does
not prevent you from providing us with transfer  instructions  from time-to-time
that have the effect of  rebalancing.  It also does not prevent other  requested
transfers from being transacted.

   
     Under this  program,  Account  Values in  variable  investment  options are
rebalanced  quarterly,   semi-annually  or  annually,  as  applicable,   to  the
percentages you request.  The rebalancing may occur quarterly,  semi-annually or
annually  based upon the Issue Date.  If a transfer is requested  involving  any
investment  option  participating  in  an  automatic   rebalancing  program,  we
automatically alter the rebalancing percentages going forward (unless we receive
alternate  instructions)  to the ratios  between  Account Values in the variable
investment  options as of the effective date of such requested  transfer once it
has been  processed.  Automatic  rebalancing  is delayed  one quarter if Account
Value is being maintained in the AST Money Market [GAL Money Market] Sub-account
for the duration of your  Annuity's  "free-look"  period and  rebalancing  would
otherwise occur during such period (see "Allocation of Net Purchase Payments").
    

You may change the percentage  allocable to each variable  investment  option at
any time. However,  you may not choose to allocate less than 5% of Account Value
to any variable investment option.

We do not offer automatic rebalancing in connection with Fixed Allocations.  The
Account  Value of your  Annuity  must be at least  $10,000  when we receive your
automatic  rebalancing  request.  We may require  that all  variable  investment
options in which you  maintain  Account  Value  must be used in the  rebalancing
program.  You may maintain  Account  Value in at least two and not more than ten
variable  investment  options  when  using a  rebalancing  program.  You may not
simultaneously participate in rebalancing and dollar cost averaging. Rebalancing
also is not available  when a program of Systematic  Withdrawals  of earnings or
earnings plus principal is in effect.

For purposes of  determining  the number of transfers  made in any Annuity Year,
all rebalancing  transfers made on the same day are treated as one transfer.  We
reserve the right to charge a processing fee for signing up for this service.

To elect to participate or to terminate  participation in automatic rebalancing,
we may require  instructions In Writing at our Office in a form  satisfactory to
us.

     Distributions:   Distributions  available  from  your  Annuity  during  the
accumulation  phase  include  surrender,   medically-related   surrender,   free
withdrawals, partial withdrawals,  Systematic Withdrawals, Minimum Distributions
(in relation to qualified plans) and a death benefit. In the payout phase we pay
annuity  payments.  Distributions  from your  Annuity  generally  are subject to
taxation,  and may be  subject  to a tax  penalty  as  well  (see  "Certain  Tax
Considerations").  You may wish to consult a  professional  tax  advisor for tax
advice prior to  exercising  any right to an elective  distribution.  During the
accumulation phase, any distribution other than a death benefit:  (a) must occur
prior to any death that would cause a death benefit to become  payable;  and (b)
will occur subsequent to our receipt of a completed request In Writing.

     Surrender:  Surrender of your Annuity for its Surrender  Value is permitted
during the accumulation  phase. A contingent  deferred sales charge may apply to
such  surrender (see  "Contingent  Deferred  Sales  Charge").  Your Annuity must
accompany your surrender request.

   
     Medically-Related  Surrender:  Where  permitted  by law,  you may  apply to
surrender  your  Annuity  for its Account  Value prior to the Annuity  Date upon
occurrence of a "Contingency  Event". The Annuitant must be alive as of the date
we pay the  proceeds  of such  surrender  request.  If the  Owner is one or more
natural  persons,  all such  Owners  must also be alive at such  time.  Specific
details  and  definitions  of terms in  relation  to this  benefit may differ in
certain  jurisdictions.  This waiver of any applicable contingent deferred sales
charge is subject  to our rules.  This  benefit  is not  available  if the total
Purchase  Payments  received exceed  $500,000.00 for all annuities  issued by us
with this benefit for which the same person is named as Annuitant. For contracts
issued before May 1, 1996 a "Contingency Event" occurs if the Annuitant is:
    

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

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

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

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

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

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

   
The maximum amount available as a free withdrawal  depends on its Issue Date and
the jurisdiction in which your Annuity is delivered.
    

         (1) For Annuities used in connection with retirement  plans designed to
meet the  requirements of Section 401 of the Code, the maximum amount  available
as a free withdrawal, where permitted by law, is the greater of (a), (b) or (c),
where:

     (a)  is the then current "emergency withdrawal amount" (defined below);
     (b)  is the Annuity's "growth" (defined below); and

   
    (c)  is 20% of "new" Purchase Payments ("new" Purchase Payments are defined 
          below) less prior free  withdrawals  or amounts deemed to come from
          free withdrawals during the then current Annuity Year.
    

     (2) For  all  other  Annuities,  the  maximum  amount  available  as a free
withdrawal is the greater of (a), (b) or (c), where:

     (a) is the then current "emergency withdrawal amount" (defined below);

     (b) is the Annuity's "growth" (defined below); and

   
    (c) is 10% of "new" Purchase Payments ("new" Purchase Payments are defined  
         below) less prior free  withdrawals  or amounts deemed to come from
         free withdrawals during the then current Annuity Year.

The "emergency  withdrawal  amount"  depends on the  jurisdiction  in which your
Annuity is issued and the date it is issued, as follows:

     (i) For Annuities  purchased before May 1, 1996, the "emergency  withdrawal
amount" in the first  Annuity Year is zero.  Thereafter,  it equals 35% of "new"
Purchase Payments, less the sum of all prior withdrawals of any type.

     (ii) For Annuities purchased on or after May 1, 1996, except where required
by law,  a new,  revised  emergency  withdrawal  provision  applies.  Under this
revised provision, the "emergency withdrawal amount" on the Issue Date is 10% of
the  initial  Purchase  Payment.  It is  subsequently  increased  by 10% of each
additional "new" Purchase  Payments and by 10% of all "new" Purchase Payments at
the  start of each  Annuity  Year,  to a maximum  of 50% of all  "new"  Purchase
Payments.  It is then  reduced  by an amount  equal to the sum of all prior free
withdrawals or amounts deemed to come from free withdrawals.

[The  "emergency  withdrawal  amount"  on the Issue  Date is 10% of the  initial
Purchase Payment.  It is subsequently  increased by 10% of each additional "new"
Purchase Payments and by 10% of all "new" Purchase Payments at the start of each
Annuity Year,  to a maximum of 50% of all "new"  Purchase  Payments.  It is then
reduced by an amount equal to the sum of all prior free  withdrawals  or amounts
deemed to come from free withdrawals.]

"Growth" equals the then current Account Value less all "unliquidated"  Purchase
Payments  and less the value at the time  credited  of any  exchange  credits or
Additional  Amounts  (see  "Additional  Amounts  in  the  Fixed   Allocations").
"Unliquidated"  means not previously  surrendered  or withdrawn.  "New" Purchase
Payments are those received in the seven (7) years prior to the date as of which
a free withdrawal occurs. For purposes of the contingent  deferred sales charge,
amounts  withdrawn as a free  withdrawal  are not  considered a  liquidation  of
Purchase Payments.  Therefore, any free withdrawal will not reduce the amount of
any applicable  contingent  deferred sales charge upon any partial withdrawal or
subsequent surrender.

In jurisdictions where the revised emergency withdrawal amount as set forth in c
(i) above is not available,  the existing emergency  withdrawal amount provision
applies.  As of the date of this  Prospectus,  we had  obtained or were  seeking
approval, where required, in all jurisdictions to use the revised provision. Our
intention  is  to  implement  the  revised  provision  for  new  Annuities  in a
jurisdiction  as soon as  practicable  after  we  obtain  approval.  YOU  SHOULD
PARTICULARLY NOTE DURING THE "FREE-LOOK" PERIOD THE EMERGENCY  WITHDRAWAL AMOUNT
PROVISION  INCLUDED IN ANY ANNUITY ISSUED TO YOU. Unless a change is required by
law, the emergency  withdrawal amount provision included in your Annuity may not
be changed without both your and our consent.

Partial Withdrawals: You may withdraw part of your Surrender Value. The
minimum partial  withdrawal is $100. The Surrender Value that must remain in the
Annuity  as of the date of this  transaction  is  $1,000.  If the  amount of the
partial withdrawal request exceeds the maximum amount available,  we reserve the
right to treat your request as one of a full surrender.
    

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

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

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

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

         (4)      Other Surrender Value.

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

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

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

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

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

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

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

We reserve  the right to charge a  processing  fee for this  service.  Should we
suspend  or  cancel  offering   Systematic   Withdrawals,   such  suspension  or
cancellation will not affect any Systematic Withdrawal programs then in effect.

     Minimum  Distributions:   You  may  elect  to  have  us  calculate  Minimum
Distributions  annually  if your  Annuity  is being used for  certain  qualified
purposes  under the  Code.  We  calculate  such  amounts  assuming  the  Minimum
Distribution  amount is based solely on the value of your Annuity.  The required
Minimum  Distribution amounts applicable to your particular situation may depend
on other annuities,  savings or investments of which we are unaware, so that the
required amount may be greater than the Minimum Distribution amount we calculate
based on the value of your  Annuity.  We  reserve  the right to charge a fee for
each annual  calculation.  Minimum  Distributions  are not  available if you are
taking Systematic Withdrawals (see "Systematic  Withdrawals").  You may elect to
have  Minimum  Distributions  paid  out  monthly,  quarterly,  semi-annually  or
annually.

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

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

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

     Death Benefit:  In the accumulation  phase, a death benefit is payable.  If
the  Annuity is owned by one or more  natural  persons,  it is payable  upon the
first  death of such  Owners.  If the  Annuity is owned by an entity,  the death
benefit  is  payable  upon the  Annuitant's  death,  if  there is no  Contingent
Annuitant. If a Contingent Annuitant was designated before the Annuitant's death
and the Annuitant  dies,  the  Contingent  Annuitant then becomes the Annuitant.
There may be adverse tax  consequences  for certain entity Owners if they name a
Contingent Annuitant (see "Ownership, Annuitant and Beneficiary Designations").

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

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

     (1) If death occurs prior to the  decedent's  age 90: the death  benefit is
the greater of your Account Value in Sub-accounts  plus the Interim Value of any
Fixed Allocations,  or the minimum death benefit ("Minimum Death Benefit").  The
Minimum  Death  Benefit is the sum of all Purchase  Payments less the sum of all
withdrawals.

     (2) If death occurs when the decedent is age 90 or older: the death benefit
is your Account Value.

     (3) If a decedent  was not named an Owner or Annuitant as of the Issue Date
and did not become such as a result of a prior Owner's or Annuitant's death: the
Minimum  Death Benefit is suspended as to that person for a two year period from
the date he or she first became an Owner or Annuitant.  If that  person's  death
occurs  during the  suspension  period and prior to age 90, the death benefit is
your  Account  Value  in  Sub-accounts  plus  the  Interim  Value  of any  Fixed
Allocations.  If death occurs during the suspension period when such decedent is
age 90 or older,  the death benefit is your Account Value.  After the suspension
period is completed, the death benefit is the same as if such person had been an
Owner or Annuitant on the Issue Date.

The  amount of the death  benefit  is  determined  as of the date we  receive In
Writing:  (a) "due proof of death"; (b) all  representations we require or which
are mandated by applicable  law or regulation in relation to the death claim and
the payment of death  proceeds;  and (c) any applicable  election of the mode of
payment of the death benefit,  if not previously elected by the Owner. The death
benefit is reduced by any annuity  payments made prior to the date we receive In
Writing such due proof of death. The following constitutes "due proof of death":
(a) a certified copy of a death certificate; (b) a certified copy of a decree of
a court of competent  jurisdiction  as to the finding of death; or (c) any other
proof satisfactory to us.

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

In the event of your death,  the benefit must be  distributed  within:  (a) five
years of the date of death;  or (b) over a period not extending  beyond the life
expectancy of the Beneficiary or over the life of the Beneficiary.  Distribution
after your death to be paid under (b) above,  must  commence  within one year of
the date of death.

If the Annuitant  dies before the Annuity Date,  the  Contingent  Annuitant will
become the  Annuitant.  Where  allowed by law, if the Annuity is owned by one or
more natural  persons,  the oldest of any such Owners not named as the Annuitant
immediately  becomes the Contingent  Annuitant if: (a) the Contingent  Annuitant
predeceases  the  Annuitant;  or  (b)  if you  do  not  designate  a  Contingent
Annuitant.

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

     Annuity  Payments:  Annuity  payments  can be  guaranteed  for life,  for a
certain  period,  or for a certain  period  and life.  We make  available  fixed
payments,  and as of the date of this Prospectus,  adjustable payments (payments
which may or may not be changed on specified  adjustment  dates based on annuity
purchase rates we are then making available to annuities of the same class).  We
may or may not be making adjustable  annuities available on the Annuity Date. To
the extent  there is any tax basis in the  annuity,  a portion  of each  annuity
payment is treated  for tax  purposes  as a return of such basis  until such tax
basis is  exhausted.  The amount  deemed such a return of basis is determined in
accordance with the requirements of the Code (see "Certain Tax Considerations").

You may choose an Annuity Date,  an annuity  option and the frequency of annuity
payments  when you  purchase  an  Annuity,  or at a later  date.  Your choice of
Annuity  Date and  annuity  option may be limited  depending  on your use of the
Annuity and the applicable jurisdiction. Subject to our rules, you may choose an
Annuity  Date,  option and  frequency  of  payments  suitable  to your needs and
circumstances.  You should consult with competent tax and financial  advisors as
to the appropriateness of any such choice.  Should Annuities subject to New York
law be made  available,  the Annuity Date for such  Annuities may not exceed the
first day of the calendar month following the Annuitant's  85th birthday.  Other
jurisdictions may impose similar requirements.

You may change your choices at any time up to 30 days before the earlier of: (a)
the date we would have applied your Account  Value to an annuity  option had you
not made the  change;  or (b) the date we will  apply your  Account  Value to an
annuity option in relation to the new Annuity Date you are then  selecting.  You
must request  this change In Writing.  The Annuity Date must be the first or the
fifteenth day of a calendar month.

In the absence of an election In Writing:  (a) the Annuity Date is the first day
of the calendar month first following the later of the Annuitant's 85th birthday
or the  fifth  anniversary  of our  receipt  at our  Office of your  request  to
purchase an Annuity;  and (b) where allowed by law, fixed monthly  payments will
commence  under  option  2,  described  below,  with 10  years  certain.  Should
Annuities subject to New York law be made available,  for such Annuities, in the
absence of an election In Writing:  (a) the Annuity Date is the first day of the
calendar month  following the Annuitant's  85th birthday;  and (b) fixed monthly
payments will commence under Option 2, described  below,  with 10 years certain.
Other jurisdictions may impose similar requirements. The amount to be applied is
your  Annuity's  Account  Value 15 business  days prior to the Annuity  Date. In
determining  your annuity  payments,  we credit  interest using our then current
crediting rate for this purpose, which is not less than 3% of interest per year,
between the date Account  Value is applied to an annuity  option and the Annuity
Date. If there is any remaining  contingent  deferred sales charge applicable as
of the Annuity Date,  then the annuity  option you select must include a certain
period of not less than 5 years'  duration.  As a result  of this  rule,  making
additional Purchase Payments within seven years of the Annuity Date will prevent
you from choosing an annuity  option with a certain period of less than 5 years'
duration.  Annuity  options in addition to those  shown are  available  with our
consent.  The minimum  initial  amount  payable is the minimum  initial  annuity
amount we allow under our then current rules.  Should you wish to receive a lump
sum payment,  you must request to  surrender  your Annuity  prior to the Annuity
Date (see "Surrender").

You may elect to have any amount of the proceeds due to the Beneficiary  applied
under any of the options  described below, but only to the extent selecting such
an option  does not alter the tax status of the  Annuity.  Except  where a lower
amount is required by law, the minimum monthly annuity payment is $100.

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

For purposes of the annuity options  described  below, the term "key life" means
the  person  or  persons  upon  whose  life  any  payments  dependent  upon  the
continuation of life are based.

         (1) Option 1 - Payments for Life: Under this option,  income is payable
periodically  prior to the  death  of the key  life,  terminating  with the last
payment  due  prior to such  death.  Since no  minimum  number  of  payments  is
guaranteed,  this option  offers the maximum  level of periodic  payments of the
life contingent  annuity  options.  It is possible that only one payment will be
payable if the death of the key life occurs  before the date the second  payment
was due, and no other payments nor death benefits would be payable.

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

         (3) Option 3 - Payments Based on Joint Lives: Under this option, income
is  payable  periodically  during  the  joint  lifetime  of two key  lives,  and
thereafter during the remaining lifetime of the survivor,  ceasing with the last
payment  prior to the  survivor's  death.  No  minimum  number  of  payments  is
guaranteed  under this  option.  It is possible  that only one  payment  will be
payable  if the death of all the key lives  occurs  before  the date the  second
payment was due, and no other payments nor death benefits would be payable.

         (4) Option 4 - Payments for a Certain Period: Under this option, income
is payable  periodically for a specified number of years. The number of years is
subject to our then  current  rules.  Should the payee die before the end of the
specified number of years, the remaining payments are paid to the Beneficiary to
the end of such period.  Note that under this option,  payments are not based on
how  long we  expect  any key  life to  live.  Therefore,  that  portion  of the
mortality  risk  charge  assessed  to cover the risk that key lives  outlive our
expectations provides no benefit to an Owner selecting this option.

   
The first payment varies according to the annuity options and payment  frequency
selected.  The first periodic  payment is determined by multiplying  the Account
Value  (expressed  in  thousands  of dollars) as of the close of business on the
fifteenth day preceding the Annuity Date,  plus interest at not less than 3% per
year from such date to the  Annuity  Date,  by the amount of the first  periodic
payment per $1,000 of value  obtained  from our  annuity  rates for that type of
annuity and for the  frequency of payment  selected.  Our rates will not be less
than our guaranteed  minimum rates.  These guaranteed  minimum rates are derived
from the 1983a  Individual  Annuity  Mortality Table with ages set back one year
for males and two years for females and with an assumed  interest rate of 3% per
annum.  Where required by law or regulation,  such annuity table will have rates
that do not differ according to the gender of the key life. Otherwise, the rates
will differ according to the gender of the key life.
    

     Qualified Plan Withdrawal Limitations: The Annuities are endorsed such that
there are surrender or withdrawal  limitations  when used in relation to certain
retirement plans for employees which qualify under various sections of the Code.
These  limitations  do  not  affect  certain  roll-overs  or  exchanges  between
qualified  plans.  Distribution of amounts  attributable to  contributions  made
pursuant to a salary reduction agreement (as defined in Code section 403(b)), or
attributable  to transfers to a tax sheltered  annuity from a custodial  account
(as defined in Code section  403(b)(7)),  is restricted to the  employee's:  (a)
separation  from  service;  (b) death;  (c)  disability  (as  defined in Section
72(m)(7)  of the Code);  (d)  reaching  age 59 1/2;  or (e)  hardship.  Hardship
withdrawals  are  restricted  to  amounts   attributable  to  salary   reduction
contributions,  and do not  include  investment  results.  In  the  case  of tax
sheltered annuities,  these limitations do not apply to certain salary reduction
contributions made and investment results earned prior to dates specified in the
Code.  In addition,  the  limitation on hardship  withdrawals  does not apply to
salary reduction contributions made and investment results earned prior to dates
specified  in the Code  which have been  transferred  from  custodial  accounts.
Rollovers  from the  types of plans  noted to  another  qualified  plan or to an
individual  retirement account or individual  retirement annuity are not subject
to the limitations noted. Certain distributions,  including rollovers,  that are
not transferred directly to the trustee of another qualified plan, the custodian
of an individual  retirement  account or the issuer of an individual  retirement
annuity may be subject to automatic 20% withholding for Federal income tax. This
may  also  trigger   withholding  for  state  income  taxes  (see  "Certain  Tax
Considerations").

We may make annuities  available through the Texas Optional  Retirement  Program
subsequent to receipt of the required  regulatory  approvals and implementation.
In addition to the  restrictions  required for such  Annuities to qualify  under
Section 403(b) of the Code,  Annuities  issued in the Texas Optional  Retirement
Program  are  amended as follows:  (a) no  benefits  are payable  unless you die
during, or are retired or terminated from,  employment in all Texas institutions
of higher  education;  and (b) if a second year of participation in such program
is not  begun,  the  total  first  year  State of  Texas'  contribution  will be
returned, upon its request, to the appropriate institute of higher education.

With respect to the  restrictions on withdrawals set forth above, we are relying
upon:  1) a  no-action  letter  dated  November  28,  1988 from the staff of the
Securities  and Exchange  Commission to the American  Council of Life  Insurance
with  respect  to  annuities  issued  under  Section  403(b)  of the  Code,  the
requirements  of which have been complied with by the us; and 2) Rule 6c-7 under
the 1940 Act with respect to annuities made available through the Texas Optional
Retirement Program, the requirements of which have been complied with by the us.

     Pricing  of  Transfers  and   Distributions:   We  "price"   transfers  and
distributions on the dates indicated below.

         (1) We price  "scheduled"  transfers and  distributions  as of the date
such transactions are so scheduled.  "Scheduled"  transactions include transfers
under  a  dollar  cost  averaging  program,   Systematic  Withdrawals,   Minimum
Distributions,  transfers previously scheduled with us at our Office pursuant to
any on-going  rebalancing,  asset  allocation  or similar  program,  and annuity
payments.

         (2) We price  "unscheduled"  transfers,  partial  withdrawals  and free
withdrawals  as of the  date we  receive  at our  Office  the  request  for such
transactions.   "Unscheduled"  transfers  include  any  transfers  processed  in
conjunction  with  any  market  timing  program,  or  transfers  not  previously
scheduled with us at our Office pursuant to any rebalancing, asset allocation or
similar program which you employ or you authorize to be employed on your behalf.
"Unscheduled"   transfers  received  pursuant  to  an  authorization  to  accept
transfers  over the phone are priced as of the  Valuation  Period we receive the
request at our Office for such transactions.

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

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

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

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

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

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

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

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

     Transfers, Assignments or Pledges: Generally, your rights in an Annuity may
be transferred, assigned or pledged for loans at any time. However, these rights
may be limited depending on your use of the Annuity.  These  transactions may be
subject  to  income  taxes  and  certain   penalty   taxes  (see   "Certain  Tax
Considerations").  You may  transfer,  assign or pledge  your  rights to another
person at any time,  prior to any death upon which the death benefit is payable.
You must request a transfer or provide us a copy of the assignment In Writing. A
transfer or  assignment is subject to our  acceptance.  Prior to receipt of this
notice,  we will not be deemed to know of or be obligated  under any  assignment
prior to our receipt and acceptance thereof. We assume no responsibility for the
validity  or  sufficiency  of any  assignment.  Transfer  of all or a portion of
ownership rights may affect the minimum death benefit (see "Death Benefits").

   
     Reports to You: We mail to Owners,  at their last known  address of record,
any  statements and reports  required by applicable  law or  regulation.  Owners
should  therefore  give  us  prompt  notice  of any  address  change.  We send a
confirmation  statement  to Owners  each time a  transaction  is made  affecting
Account Value, such as making additional Purchase Payments, transfers, exchanges
or  withdrawals.  Quarterly  statements  are also mailed  detailing the activity
affecting your Annuity during the calendar quarter.  You may request  additional
reports.  We  reserve  the right to  charge  up to $50 for each such  additional
report.  Instead of immediately  confirming  transactions  made pursuant to some
type of periodic transfer program (such as a dollar cost averaging program) or a
periodic Purchase Payment program,  such as a salary reduction  arrangement,  we
may confirm such  transactions  in quarterly  statements.  You should review the
information in these  statements  carefully.  All errors or corrections  must be
reported to us at our Office  immediately  to assure  proper  crediting  to your
Annuity. For transactions for which we immediately send confirmations, we assume
all  transactions  are accurate  unless you notify us  otherwise  within 30 days
after the date of the transaction.  For transactions  that are only confirmed on
the quarterly  statement,  we assume all  transactions  are accurate  unless you
notify  us within 30 days of the end of the  calendar  quarter.  We also send to
Owners each year an annual report and a semi-annual report containing  financial
statements  for the  applicable  Sub-accounts,  as of  December  31 and June 30,
respectively.
    

     SALE OF THE ANNUITIES:  American  Skandia  Marketing,  Incorporated  ("ASM,
Inc."),   formerly  Skandia  Life  Equity  Sales  Corporation,   a  wholly-owned
subsidiary  of American  Skandia  Investment  Holding  Corporation,  acts as the
principal  underwriter of the Annuities.  ASM, Inc.'s principal business address
is One Corporate Drive, Shelton, Connecticut 06484. ASM, Inc. is a member of the
National Association of Securities Dealers, Inc. ("NASD").

   
     Distribution:  ASM,  Inc.  will enter  into  distribution  agreements  with
certain broker-dealers  registered under the Securities and Exchange Act of 1934
or with entities  which may otherwise  offer the Annuities  that are exempt from
such  registration.  Under such distribution  agreements such  broker-dealers or
entities may offer Annuities to persons who have established an account with the
broker-dealer or entity. In addition,  ASM, Inc. may offer Annuities directly to
potential  purchasers.  The maximum  initial  concession  to be paid on premiums
received  is 7.0% and a portion  of  compensation  may be paid from time to time
based on all or a  portion  of  Account  Value.  We  reserve  the  right to base
concessions  from  time-to-time  on the  investment  options  chosen by  Annuity
Owners,  including  investment  options that may be deemed our  "affiliates"  or
"affiliates" of ASM, Inc. under the Investment Company Act of 1940.

As of the date of this  Prospectus,  we expect to pay an on-going service fee in
relation to providing  certain  statistical  information  upon request by Owners
about the variable investment options and the underlying mutual fund portfolios.
The fee is payable to the  service  providers  based on your  Annuity's  Account
Value maintained in the variable  investment options. No fee is payable based on
any  Account   Values   maintained   in  any  Fixed   Allocations.   Under  most
circumstances,  we will engage the broker-dealer of record for your Annuity,  or
the entity of record is such entity could offer Annuities with registration as a
broker-dealer  (i.e.  certain  banks),  to be your resource for the  statistical
information,  and to be available  upon your request to both provide and explain
such information to you. The  broker-dealer of record or the entity of record is
the firm which sold you the Annuity,  unless later changed.  Some portion of the
fee we pay for this  service may be payable to your  representative.  Therefore,
your  representative may receive on-going service fee compensation,  but only in
relation to Account Values maintained in variable investment options.
    

As of the date of this  Prospectus,  we were  promoting the sale of our products
and the solicitation of additional purchase payments, where applicable,  for our
products,  including  Annuities  offered pursuant to this Prospectus,  through a
program of  non-cash  rewards to  registered  representatives  of  participating
broker-dealers. We may withdraw or alter this promotion at any time.

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

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

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

Some of the underlying mutual fund portfolios  existed prior to the inception of
these   Sub-accounts.   Performance   quoted  in   advertising   regarding  such
Sub-accounts  may indicate  periods during which the  Sub-accounts  have been in
existence but prior to the initial offering of the Annuities,  or periods during
which the  underlying  mutual fund  portfolios  have been in existence,  but the
Sub-accounts  have not. Such  hypothetical  performance is calculated  using the
same assumptions  employed in calculating  actual performance since inception of
the Sub-accounts.

As part of any  advertisement  of Standard  Total  Return,  we may advertise the
"Non-standard Total Return" of the Sub-accounts.  Non-standard Total Return does
not take into consideration the Annuity's contingent deferred sales charge.

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

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

     CERTAIN TAX  CONSIDERATIONS:  The  following is a brief  summary of certain
Federal income tax laws as they are currently interpreted. No one can be certain
that the laws or  interpretations  will  remain  unchanged  or that  agencies or
courts  will  always  agree  as to how  the  tax  law or  regulations  are to be
interpreted.  This  discussion  is not  intended as tax advice.  You may wish to
consult  a  professional  tax  advisor  for tax  advice  as to  your  particular
situation.

     Our Tax Considerations: We are taxed as a life insurance company under Part
I, subchapter L, of the Code.

     Tax Considerations Relating to Your Annuity: Section 72 of the Code governs
the  taxation  of  annuities  in  general.  Taxation  of an  annuity  is largely
dependent upon: (a) whether it is used in a qualified  pension or profit sharing
plan or other retirement  arrangement  eligible for special  treatment under the
Code;  and (b) the  status  of the  beneficial  owner  as  either a  natural  or
non-natural  person (when the annuity is not used in a retirement  plan eligible
for special tax treatment).  Non-natural persons include  corporations,  trusts,
and partnerships,  except where these entities own an annuity for the benefit of
a natural person. Natural persons are individuals.

     Non-natural  Persons:  Any  increase  during a tax year in the  value of an
annuity if not used in a retirement  plan eligible for special  treatment  under
the Code is currently  includible  in the gross income of a  non-natural  person
that is the contractholder. There are exceptions if an annuity is held by: (a) a
structured  settlement  company;  (b) an employer  with  respect to a terminated
pension plan; (c) entities  other than  employers,  such as a trust,  holding an
annuity as an agent for a natural person;  or (d) a decedent's  estate by reason
of the death of the decedent.

     Natural   Persons:   Increases   in  the  value  of  an  annuity  when  the
contractholder  is a natural person  generally are not taxed until  distribution
occurs.  Distribution  can be in a lump sum payment or in annuity payments under
the annuity option  elected.  Certain other  transactions  may be deemed to be a
distribution.  The  provisions  of  Section  72 of  the  Code  concerning  these
distributions are summarized briefly below.

     Distributions: Distributions received before the annuity payments begin are
treated as being derived  first from "income on the contract" and  includible in
gross income. The amount of the distribution  exceeding "income on the contract"
is not  included in gross  income.  "Income on the  contract"  for an annuity is
computed by  subtracting  from the value of all "related  contracts"  (our term,
discussed below) the taxpayer's "investment in the contract": an amount equal to
total  purchase   payments  for  all  "related   contracts"  less  any  previous
distributions or portions of such  distributions  from such "related  contracts"
not includible in gross income.  "Investment in the contract" may be affected by
whether an annuity or any "related contract" was purchased as part of a tax-free
exchange of life insurance or annuity contracts under Section 1035 of the Code.

"Related  contracts" may mean all annuity  contracts or certificates  evidencing
participation  in a  group  annuity  contract  for  which  the  taxpayer  is the
beneficial  owner and  which are  issued  by the same  insurer  within  the same
calendar year,  irrespective of the named annuitants.  It is clear that "related
contracts"  include  contracts prior to when annuity  payments  begin.  However,
there may be circumstances under which "related contracts" may include contracts
recognized  as immediate  annuities  under state  insurance law or annuities for
which annuity payments have begun. In a ruling addressing the applicability of a
penalty on  distributions,  the Internal  Revenue Service treated  distributions
from a contract  recognized as an immediate  annuity  under state  insurance law
like  distributions  from a deferred  annuity.  The situation  addressed by such
ruling included the fact that: (a) the immediate  annuity was obtained  pursuant
to an exchange of  contracts;  and (b) the purchase  payments for the  exchanged
contract were  contributed more than one year prior to the first annuity payment
payable under the immediate annuity.  This ruling also may or may not imply that
annuity  payments  from a deferred  annuity on or after its annuity  date may be
treated the same as  distributions  prior to the annuity  date if such  deferred
annuity  was:  (a) obtained  pursuant to an exchange of  contracts;  and (b) the
purchase payments for the exchanged  contract were made or may be deemed to have
been made more than one year prior to the first annuity payment.
If "related  contracts"  include  immediate  annuities  or  annuities  for which
annuity  payments have begun,  then "related  contracts"  would have to be taken
into  consideration  in determining  the taxable portion of each annuity payment
(as  outlined  in  the  "Annuity  Payments"  subsection  below)  as  well  as in
determining the taxable portion of distributions from an annuity or any "related
contracts"  before  annuity  payments  have  begun.  We  cannot  guarantee  that
immediate annuities or annuities for which annuity payments have begun could not
be deemed to be "related  contracts".  You are  particularly  cautioned  to seek
advice from your own tax advisor on this matter.

     Assignments  and Pledges:  Any  assignment  or pledge of any portion of the
value of an  annuity  before  annuity  payments  have  begun  are  treated  as a
distribution  subject to taxation under the distribution  rules set forth above.
Any gain in an  annuity  subsequent  to the  assignment  or  pledge of an entire
annuity while such  assignment or pledge remains in effect is treated as "income
on the contract" in the year in which it is earned. For annuities not issued for
use as  qualified  plans  (see  "Tax  Considerations  When  Using  Annuities  in
Conjunction with Qualified  Plans"),  the cost basis of the annuity is increased
by the amount of any assignment or pledge  includible in gross income.  The cost
basis is not  affected  by any  repayment  of any loan for which the  annuity is
collateral or by payment of any interest thereon.

     Penalty on Distributions:  Subject to certain exceptions,  any distribution
is subject to a penalty  equal to 10% of the amount  includible in gross income.
This  penalty  does  not  apply  to  certain   distributions,   including:   (a)
distributions made on or after the taxpayer's age 59 1/2; (b) distributions made
on or after the death of the holder of the contract, or, where the holder of the
contract is not a natural person, the death of the annuitant;  (c) distributions
attributable to the taxpayer's  becoming disabled;  (d) distributions  which are
part of a scheduled series of substantially equal periodic payments for the life
(or life expectancy) of the taxpayer (or the joint lives of the taxpayer and the
taxpayer's  Beneficiary);  (e)  distributions  of amounts which are allocable to
"investments  in the contract" made prior to August 14, 1982; (f) payments under
an immediate annuity as defined in the Code; (g) distributions under a qualified
funding asset under Code Section 130(d);  or (h)  distributions  from an annuity
purchased by an employer on the termination of a qualified  pension plan that is
held by the employer until the employee separates from service.

Any modification,  other than by reason of death or disability, of distributions
which are part of a scheduled series of substantially equal periodic payments as
noted in (d),  above,  that occur before the  taxpayer's  age 59 1/2 or within 5
years of the first of such scheduled  payments will result in the requirement to
pay the taxes that would have been due had the payments  been treated as subject
to tax in the years received,  plus interest for the deferral period.  It is our
understanding  that the Internal  Revenue  Service does not consider a scheduled
series of  distributions  to  qualify  under  (d),  above,  if the holder of the
annuity  retains the right to modify such  distributions  at will,  even if such
right is not exercised, or, for a variable annuity, if the distributions are not
based on a  substantially  equal  number of Units,  rather than a  substantially
equal dollar amount.

The  Internal  Revenue  Service has ruled that the  exception to the 10% penalty
described  above for  "non-qualified"  immediate  annuities as defined under the
Code  may not  apply to  annuity  payments  under a  contract  recognized  as an
immediate  annuity under state insurance law obtained pursuant to an exchange of
contracts if: (a) purchase payments for the exchanged  contract were contributed
or  deemed to be  contributed  more  than one year  prior to the  first  annuity
payment payable under the immediate annuity;  and (b) the annuity payments under
the immediate annuity do not meet the requirements of any other exception to the
10%  penalty.  This  ruling may or may not imply that the  exception  to the 10%
penalty may not apply to annuity  payments paid  pursuant to a deferred  annuity
obtained  pursuant to an exchange of contract if: (a) purchase  payments for the
exchanged contract were contributed or may be deemed to be contributed more than
one year prior to the first  annuity  payment  pursuant to the deferred  annuity
contract;  or (b) the annuity  payments  pursuant to the deferred annuity do not
meet the requirements of any other exception to the 10% penalty.

     Annuity  Payments:  The taxable  portion of each payment is determined by a
formula which  establishes the ratio that  "investment in the contract" bears to
the total  value of  annuity  payments  to be made.  However,  the total  amount
excluded under this ratio is limited to the  "investment  in the contract".  The
formula differs between fixed and variable annuity  payments.  Where the annuity
payments  cease  because of the death of the person upon whose life payments are
based and, as of the date of death, the amount of annuity payments excluded from
taxable  income by the  exclusion  ratio does not exceed the  investment  in the
contract,  then the remaining portion of unrecovered  investment is allowed as a
deduction in the tax year of such death.

     Gifts:  The gift of an annuity  to other  than the  spouse of the  contract
holder (or former spouse incident to a divorce) is treated for tax purposes as a
distribution.

     Tax Free  Exchanges:  Section  1035 of the Code  permits  certain  tax-free
exchanges of a life insurance,  annuity or endowment contract for an annuity. If
an annuity is obtained by a tax-free  exchange of a life  insurance,  annuity or
endowment  contract  purchased prior to August 14, 1982, then any  distributions
other  than  as  annuity  payments  which  do  not  exceed  the  portion  of the
"investment in the contract"  (purchase  payments made into the other  contract,
less prior  distributions) prior to August 14, 1982, are not included in taxable
income.  In all other  respects,  the  general  provisions  of the Code apply to
distributions from annuities obtained as part of such an exchange.

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

     Generation-Skipping Transfers: Under the Code certain taxes may be due when
all or part of an annuity  is  transferred  to or a death  benefit is paid to an
individual two or more generations younger than the contract holder. These taxes
tend to apply to transfers of  significantly  large  dollar  amounts.  We may be
required to determine  whether a transaction must be treated as a direct skip as
defined in the Code and the amount of the resulting tax. If so required, we will
deduct  from your  Annuity  or from any  applicable  payment  to be treated as a
direct skip any amount we are required to pay as a result of the transaction.

     Diversification:  Section  817(h)  of the  Code  provides  that a  variable
annuity  contract,  in order to qualify as an annuity,  must have an "adequately
diversified" segregated asset account (including investments in a mutual fund by
the segregated asset account of insurance companies).  The Treasury Department's
regulations  prescribe the  diversification  requirements  for variable  annuity
contracts.  We believe the underlying  mutual fund portfolios should comply with
the terms of these regulations.

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

Certain distributions,  including rollovers,  from most retirement plans, may be
subject to automatic 20%  withholding  for Federal  income taxes.  This will not
apply to: (a) any portion of a distribution paid as Minimum  Distributions;  (b)
direct transfers to the trustee of another  retirement  plan; (c)  distributions
from an individual  retirement  account or individual  retirement  annuity;  (d)
distributions made as substantially equal periodic payments for the life or life
expectancy  of the  participant  in the  retirement  plan  or the  life  or life
expectancy of such participant and his or her designated  beneficiary under such
plan; and (e) certain other  distributions  where  automatic 20% withholding may
not apply.

     Tax  Considerations  When Using  Annuities in  Conjunction  with  Qualified
Plans:  There are various  types of qualified  plans for which an annuity may be
suitable.  Benefits  under a qualified  plan may be subject to that plan's terms
and conditions  irrespective  of the terms and conditions of any annuity used to
fund such  benefits  ("qualified  contract").  We have  provided  below  general
descriptions  of the types of qualified  plans in conjunction  with which we may
issue an Annuity.  These  descriptions  are not  exhaustive  and are for general
informational  purposes  only.  We are not obligated to make or continue to make
new  Annuities  available  for use with all the types of  qualified  plans shown
below.

The tax rules regarding  qualified  plans are complex.  The application of these
rules depend on individual facts and circumstances. Before purchasing an Annuity
for use in funding a qualified  plan,  you should  obtain  competent tax advice,
both as to the tax treatment and suitability of such an investment.

Qualified  contracts include special provisions  changing or restricting certain
rights and benefits otherwise available to non-qualified  annuities.  You should
read your  Annuity  carefully  to review any such  changes or  limitations.  The
changes and limitations may include,  but may not be limited to, restrictions on
ownership, transferability, assignability, contributions, distributions, as well
as reductions to the minimum  allowable  purchase payment for an annuity and any
subsequent   annuity  you  may  purchase  for  use  as  a  qualified   contract.
Additionally,  various  penalty and excise taxes may apply to  contributions  or
distributions made in violation of applicable limitations.

     Individual  Retirement  Programs:  Eligible  individuals  may  maintain  an
individual retirement account or individual retirement annuity ("IRA").  Subject
to  limitations,  contributions  of certain amounts may be deductible from gross
income.  Purchasers of IRAs are to receive a special disclosure document,  which
describes  limitations  on  eligibility,   contributions,   transferability  and
distributions.  It also describes the conditions under which  distributions from
IRAs and other qualified plans may be rolled over or transferred  into an IRA on
a  tax-deferred  basis.  Eligible  employers  that meet  specified  criteria may
establish  simplified employee pensions for employees using the employees' IRAs.
These  arrangements are known as SEP-IRAs.  Employer  contributions  that may be
made to SEP-IRAs  are larger than the amounts that may be  contributed  to other
IRAs, and may be deductible to the employer.

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

     Corporate Pension and Profit-sharing  Plans:  Annuities may be used to fund
employee   benefits  of  various   retirement  plans  established  by  corporate
employers.  Contributions  to such plans are not taxable to the  employee  until
distributions are made from the retirement plan. The Code imposes limitations on
contributions and  distributions.  The tax treatment of distributions is subject
to  special  provisions  of the  Code,  and also  depends  on the  design of the
specific   retirement   plan.   There  are  also  special   requirements  as  to
participation, nondiscrimination, vesting and nonforfeitability of interests.

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

     Tax Treatment of Distributions from Qualified Annuities:  A 10% penalty tax
applies to the  taxable  portion of a  distribution  from a  qualified  contract
unless one of the following  exceptions  apply to such  distribution:  (a) it is
part of a properly  executed  transfer to another IRA, an individual  retirement
account  or  another  eligible  qualified  plan;  (b) it  occurs on or after the
taxpayer's  age 59 1/2; (c) it is  subsequent  to the death or disability of the
taxpayer (for this purpose  disability is as defined in Section  72(m)(7) of the
Code);  (d) it is part of substantially  equal periodic  payments to be paid not
less  frequently than annually for the taxpayer's life or life expectancy or for
the  joint  lives  or  life  expectancies  of  the  taxpayer  and  a  designated
beneficiary;  (e) it is  subsequent  to a  separation  from  service  after  the
taxpayer  attains  age 55;  (f) it does  not  exceed  the  employee's  allowable
deduction in that tax year for medical care;  and (g) it is made to an alternate
payee pursuant to a qualified  domestic  relations order. The exceptions  stated
above in (e), (f) and (g) do not apply to IRAs.

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

     OTHER MATTERS:  Outlined below are certain miscellaneous matters you should
know before investing in an Annuity.

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

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

     Resolving Material Conflicts:  Underlying mutual funds or portfolios may be
available  to  registered  separate  accounts  offering  either or both life and
annuity  contracts of insurance  companies not  affiliated  with us. We also may
offer life insurance  and/or annuity  contracts  that offer  different  variable
investment  options from those offered  under this Annuity,  but which invest in
the same underlying mutual funds or portfolios.  It is possible that differences
might arise  between our  Separate  Account B and one or more  accounts of other
insurance  companies which participate in a portfolio.  It is also possible that
differences  might arise  between a  Sub-account  offered under this Annuity and
variable  investment  options offered under different life insurance policies or
annuities  we offer,  even though such  different  variable  investment  options
invest in the same  underlying  mutual fund or portfolio.  In some cases,  it is
possible that the differences could be considered "material  conflicts".  Such a
"material  conflict"  could  also arise due to changes in the law (such as state
insurance law or Federal tax law) which affect either these  different  life and
annuity separate accounts or differing life insurance policies and annuities. It
could also arise by reason of differences in voting instructions of persons with
voting rights under our policies and/or  annuities and those of other companies,
persons  with voting  rights  under  annuities  and those with rights under life
policies,  or persons  with  voting  rights  under one of our life  policies  or
annuities  with those under other life policies or annuities we offer.  It could
also arise for other  reasons.  We will monitor events so we can identify how to
respond to such conflicts. If such a conflict occurs, we will take the necessary
action  to  protect  persons  with  voting  rights  under our life  policies  or
annuities  vis-a-vis those with rights under life policies or annuities  offered
by other insurance  companies.  We will also take the necessary  action to treat
equitably  persons  with voting  rights  under this Annuity and any persons with
voting rights under any other life policy or annuity we offer.

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

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

We may eliminate  Sub-accounts,  combine two or more  Sub-accounts or substitute
one or more new  underlying  mutual funds or  portfolios  for the one in which a
Sub-account  is  invested.  Substitutions  may be  necessary  if we  believe  an
underlying  mutual fund or portfolio no longer suits the purpose of the Annuity.
This may  happen  due to a change  in laws or  regulations,  or a change  in the
investment objectives or restrictions of an underlying mutual fund or portfolio,
or because the  underlying  mutual fund or portfolio is no longer  available for
investment,  or for some other reason.  We would obtain prior  approval from the
insurance  department  of our state of domicile,  if so required by law,  before
making such a  substitution,  deletion or  addition.  We also would obtain prior
approval  from  the SEC so long as  required  by  law,  and any  other  required
approvals before making such a substitution, deletion or addition.

We  reserve  the  right to  transfer  assets of  Separate  Account  B,  which we
determine  to be  associated  with the class of  contracts to which your Annuity
belongs,  to another "unitized"  separate account.  We also reserve the right to
transfer  assets of Separate  Account D which we determine to be associated with
the class of contracts to which your annuity belongs, to another  "non-unitized"
separate  account.  We notify you (and/or any payee during the payout  phase) of
any  modification  to your  Annuity.  We may endorse your Annuity to reflect the
change.

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

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

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

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

   
     THE  COMPANY:  American  Skandia  Life  Assurance  Corporation  is a  stock
insurance company domiciled in Connecticut with licenses in all 50 states. It is
a wholly owned subsidiary of American Skandia  Investment  Holding  Corporation,
whose  indirect  parent is Skandia  Insurance  Company  Ltd.  Skandia  Insurance
Company  Ltd.  is part of a  group  of  companies  whose  predecessor  commenced
operations  in  1855.  Two  of  our  affiliates,   American  Skandia  Marketing,
Incorporated,  formerly  Skandia  Life Equity  Sales  Corporation,  and American
Skandia  Information  Services and  Technology  Corporation,  formerly  American
Skandia Business  Services  Corporation,  may undertake  certain  administrative
functions on our behalf. Our affiliate,  American Skandia  Investment  Services,
Incorporated,  formerly  American  Skandia  Life  Investment  Management,  Inc.,
currently  acts as the  investment  manager to the American  Skandia  Trust.  We
currently  engage  Skandia  Investment  Management,  Inc.,  an  affiliate  whose
indirect parent is Skandia Insurance Company Ltd., as investment manager for our
general account.  We are under no obligation to engage or continue to engage any
investment manager.

     As of July 1995,  Skandia  Vida,  S.A. de C.V.  was formed by the  ultimate
parent Skandia Insurance Company, Ltd., a Swedish corporation.  The Company owns
99.9%  ownership in Skandia Vida, S.A. de C.V. which is a Mexican life insurance
company.  This Mexican life insurer is a start up company with  expectations  of
selling long term savings products within Mexico.  The assets and liabilities of
Skandia Vida, S.A. de C.V. are translated at the period ended exchange rate. The
effects of these translation adjustments are reported in a separate component of
shareholder's  equity.  Total shareholder's equity of Skandia Vida, S.A. de C.V.
is $[ ] as of December 31, 1995.

     Lines of  Business:  The  Company is in the  business  of  issuing  annuity
policies,  and has been so since its  business  inception  in 1988.  The Company
currently offers the following annuity products:  a) certain deferred  annuities
that are  registered  with the  Securities  and Exchange  Commission,  including
variable annuities and fixed interest rate annuities that include a market value
adjustment  feature;  b) certain  other fixed  deferred  annuities  that are not
registered  with the  Securities  and  Exchange  Commission;  and c)  fixed  and
adjustable  immediate  annuities.  We may, in the future, offer other annuities,
life insurance and other forms of insurance.

     Selected   Financial  Data:  The  following  selected  financial  data  are
qualified by reference to, and should be read in conjunction with, the financial
statements,  including related notes thereto,  and "Management's  Discussion and
Analysis of Financial Condition and Results of Operations" included elsewhere in
this  Prospectus.  The  selected  financial  data as of and for each of the five
years ended  December 31, 1995,  1994,  1993,  1992 and 1991 has been audited by
Deloitte & Touche LLP,  independent  auditors,  whose report thereon is included
herein.
Income Statement Data:
1995             1994             1993           1992          1991
                                                        ----             -----            ----           ----          ----
Revenues:
Net investment income            [to be provided by amendment]  $    1,300,217   $      692,758   $    892,053   $    723,253
Annuity premium income                                                  70,000          101,643      1,304,629      2,068,452
Annuity charges and fees*                                           24,779,785       11,752,984      4,846,134      1,335,079
Net realized capital gains (losses)                                     (1,942)         330,024        195,848          4,278
Fee income                                                           2,111,801          938,336        125,179              0
Other income                                                            24,550            1,269         15,119         45,010
                                                                        ------  ---------------  -------------  -------------
Total revenues                                                  $   28,284,411   $   13,817,014   $  7,378,962   $  4,176,072
                                                                   ===========      ===========     ==========     ==========

Benefits and Expenses:
Return credited to contractowners                                     (516,730)         252,132        560,243        235,470
Annuity benefits                                                       369,652          383,515        276,997        107,536
Increase/(decrease) in annuity policy reserves                       5,766,003        1,208,454      1,331,278      2,045,722
Underwriting, acquisition and
   other insurance expenses                                         18,942,720        9,547,951     11,338,765      7,294,400
Interest expense                                                     3,615,845          187,156              0              0
                                                                  ------------    -------------------------------  ----------
Total benefits and expenses                                     $   28,177,490   $   11,579,208   $ 13,507,283   $  9,683,128
                                                                   -----------      -----------    -----------     ----------

Income tax                                                      $      247,429   $      182,965   $          0   $          0
                                                                 -------------     ------------   ------------    -----------
                                                       

Net income (loss)                                               $     (140,508)  $    2,054,841   $ (6,128,321)  $( 5,507,056)
                                                                ===============    ============   ============    ===========

Balance Sheet Data:
Total Assets                                                    $2,864,416,329   $1,558,548,537   $552,345,206   $239,435,675
                                                                ==============   ==============   ============   ============

Surplus Notes                                                   $   69,000,000   $   20,000,000   $          0   $          0
                                                                ==============   ============================================
                                                            
Shareholder's Equity                                            $   52,205,524   $   52,387,687   $ 46,332,846   $ 14,292,772
                                                              ================ ================  =============   ============
*On  annuity  sales of $[ ],  $1,372,874,000,  $890,640,000,  $287,596,000,  and
$141,017,000  during the years ended  December 31, 1995,  1994,  1993,  1992 and
1991,  respectively,  with  contractowner  assets  under  management  of  $[  ],
$2,661,161,000,  $1,437,554,000,  $495,176,000,  and $217,425,000 as of December
31, 1995, 1994, 1993, 1992, and 1991, respectively.

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

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

     Results of Operations: [TO BE PROVIDED BY AMENDMENT]

     Liquidity and Capital Resources: [TO BE PROVIDED BY AMENDMENT]

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

     Reinsurance:  The Company  cedes  reinsurance  under  modified  coinsurance
arrangements.  The  reinsurance  arrangements  provide  additional  capacity for
growth in supporting  the cash flow strain from the Company's  variable  annuity
business. The reinsurance is effected under quota share contracts.

Effective January 1, 1995, the Company reinsured certain mortality risks.  These
risks result from the guaranteed  minimum death benefit  feature in the variable
annuity products.

The effect of the  reinsurance  agreements  on the Company's  operations  was to
reduce  annuity  charges  and fee income,  death  benefit  expense,  and reserve
exposure.

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

     Surplus Notes: [TO BE PROVIDED BY AMENDMENT]

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

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

     Employees:  As of December 31, 1995, we had 198 direct salaried  employees.
An affiliate,  American Skandia Information Services and Technology Corporation,
formerly American Skandia Business Services Corporation,  that provides services
almost exclusively to us, had 67 direct salaried employees.

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

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

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

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

     Executive Officers and Directors:

Our  executive  officers  and  directors,  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
Age                                                            Life Assurance Corporation                       Principal Occupation

Alan Blank                                                    Employee                                           Vice President and,
47                                                                                                           National Sales Manager:
                                                                                                                    American Skandia
                                                                                                             Marketing, Incorporated

    Mr. Blank joined us in 1994.  He previously held the position of Vice-Chairman at Liberty Securities.
Gordon C. Boronow*                                            President                                                President and
43                                                            and Chief                                     Chief Operating Officer:
                                                              Operating Officer,                               American Skandia Life
                                                              Director (since July, 1991)                      Assurance Corporation
Nancy F. Brunetti                                             Senior Vice President,            Senior Vice President, Business and
34                                                            Business and Application                      Application Development:
                                                              Development                                      American Skandia Life
                                                              Director (since February, 1996)                  Assurance Corporation

     Ms. Brunetti joined us in 1992.  She previously held the position of Senior Business Analyst at Monarch Life Insurance Company.

Malcolm M. Campbell                                           Director (since April, 1991)                   Director of Operations,
40                                                                                                           Assurance and Financial
                                                                                                                  Services Division:
                                                                                                      Skandia Insurance Company Ltd.
Jan R. Carendi*                                               Chief Executive                           Executive Vice President and
51                                                            Officer and                      Member of Corporate Management Group:
                                                              Chairman of the                         Skandia Insurance Company Ltd.
                                                              Board of Directors
                                                              Director (since May, 1988)
Lincoln R. Collins                                            Senior Vice President,                         Senior Vice President,
                                                              Product Management                                 Product Management:
35                                                            Director (since February, 1996)                  American Skandia Life
                                                                                                               Assurance Corporation

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

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

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

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

Dianne B. Michael                                             Senior Vice President,                          Senior Vice President,
41                                                            Customer Service                                     Customer Service:
                                                              Director (since February, 1996)                  American Skandia Life
                                                                                                               Assurance Corporation

     Ms. Michael joined us in 1995.  She previously held the position of Vice President with J. P. Morgan Investment Management Inc.

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

M. Patricia Paez                                              Assistant Vice President                      Assistant Vice President
35                                                            and Corporate Secretary                       and Corporate Secretary:
                                                                                                              American Skandia Life
                                                                                                              Assurance Corporation

Don Thomas Peck                                               Employee                                               Vice President,
52                                                                                                           National Sales Manager:
                                                                                                                   American Skandia
                                                                                                             Marketing, Incorporated

   Mr. Peck joined us in 1995.  He previously held the position of Regional Vice President with MFS Financial Services Inc.

Rodney D. Runestad                                            Vice President and                                  Vice President and
46                                                            Valuation Actuary                                   Valuation Actuary:
                                                                                                               American Skandia Life
                                                                                                               Assurance Corporation

Hayward Sawyer                                                Employee                                            Vice President and
51                                                                                                           National Sales Manager:
                                                                                                                    American Skandia
                                                                                                             Marketing, Incorporated

    Mr. Sawyer joined us in 1994.  He previously held the position of Regional Vice President with AIM Distributors, Inc.

Todd L. Slade                                                 Vice President,                                        Vice President,
38                                                            Applications Development                     Applications Development:
                                                                                                               American Skandia Life
                                                                                                               Assurance Corporation

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

Amanda C. Sutyak                                              Executive Vice President                      Executive Vice President
38                                                            and Deputy Chief                                      and Deputy Chief
                                                              Operating Officer,                                  Operating Officer:
                                                              Director (since July, 1991)                      American Skandia Life
                                                                                                               Assurance Corporation

C. Ake Svensson                                               Treasurer,                                   Vice President, Treasurer
45                                                            Director (since December, 1994)              and Corporate Controller:
                                                                                                         American Skandia Investment
                                                                                                                 Holding Corporation

    Mr. Svensson joined us in 1994.  He previously held the position of Senior Vice President with Nordenbanken.

Bayard F. Tracy                                               Senior Vice President,                          Senior Vice President,
48                                                            Institutional Sales,                Institutional Sales and Marketing:
                                                              Director (since October, 1994)                   American Skandia Life
                                                                                                               Assurance Corporation
Executive Compensation

     Summary   Compensation  Table:  The  summary  table  below  summarizes  the
compensation  payable  to our Chief  Executive  Officer  and to the most  highly
compensated of our executive  officers whose  compensation  exceeded $100,000 in
the fiscal year immediately preceding the date of this Prospectus.
Name and Principal                              Annual                Annual         Other Annual
                             Position                 Year               Salary                 Bonus         Compensation
                                                                          ($)                   ($)               ($)

                           Jan R. Carendi -           1995
                             Chief Executive          1994              $170,569
                             Officer                  1993               214,121

                           Alan Blank -               1995
                             Vice President and       1994              $265,125
                             National Sales Manager,  1993                     0
                             Banking

                           Wade A. Dokken -           1995
                             Executive Vice President  1994             $558,299
                             and Chief Marketing      1993               318,637
                             Officer

                           Robert Seaberg             1995
                           Vice President,            1994              $207,625
                           Marketing                  1993                54,075                 0              $21,575

                           [         ]   [      ]
Long-Term  Incentive  Plans - Awards in the Last Fiscal Year: The following
table provides  information  regarding our long-term  incentive plan.  Units are
awarded to executive officers and other personnel. The table shows units awarded
to our Chief Executive Officer and the most highly  compensated of our executive
officers whose  compensation  exceeded  $100,000 in the fiscal year  immediately
preceding  the date of this  Prospectus.  This  program  is  designed  to induce
participants  to remain with the company  over long periods of time and to tie a
portion of their  compensation  to the fortunes of the company.  Currently,  the
program  consists of multiple  plans.  A new plan may be  instituted  each year.
Participants  are  awarded  units  at  the  beginning  of  a  plan.   Generally,
participants  must remain  employed by the company or its affiliates at the time
such units are payable in order to receive any  payments  under the plan.  There
are certain exceptions, such as in cases of retirement or death.

     Changes in the value of units reflect  changes in the  "embedded  value" of
the company.  "Embedded  value" is the net asset value of the company (valued at
market value and not including the present  value of future  profits),  plus the
present  value of the  anticipated  future  profits  (valued  pursuant  to state
insurance  law) on its  existing  contracts.  Units  will not have any value for
participants  if  the  embedded  value  does  not  increase  by  certain  target
percentages  during the first four years of a plan. The target  percentages  may
differ between each plan. Any amounts available under a plan are paid out in the
fifth through eighth years of a plan.  Portions of the payments may be postponed
if the  payment  would  exceed  20% of any  profit (as  determined  under  state
insurance  law) earned by the company in the prior fiscal year. The amount to be
received  by a  participant  at the  time  any  payment  is due will be the then
current  number of units  payable  multiplied  by the then current value of such
units.
---------Estimated Future Payouts---------
       Name                Number of Units    Period Until Payout        Threshold          Target          Maximum
                                   (#)                                      ($)              ($)               ($)
Jan R. Carendi                                    Various                                       $
*Alan Blank                                       Various                                       $
*Wade A. Dokken                                   Various                                       $
*Kevin J. Hart                                    Various                                       $
*Robert Seaberg                                   Various                                       $
*Mssrs.  Hart and Seaberg are no longer employed by the Company;  the units
noted are no longer payable.  Messrs. Blank and Dokken are no longer officers of
the Company,  however units are still payable as these individuals are employees
of the Company.

     Compensation  of Directors:  The following  directors  were  compensated as
shown below in 1995:

Malcolm M. Campbell                   $      Gunnar Moberg                     $
Henrik Danckwardt                     $

     Compensation   Committee   Interlocks   and  Insider   Participation:   The
compensation  committee  of our  board of  directors  as of  December  31,  1995
consisted of Malcolm M. Campbell and Henrik Danckwardt.
    
     CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION:  The following are the
contents of the Statement of Additional Information:

     (1)  General   Information   Regarding   American  Skandia  Life  Assurance
Corporation

         (2)      Principal Underwriter

         (3)      Calculation of Performance Data

         (4)      Unit Price Determinations

         (5)      Calculating the Market Value Adjustment

         (6)      Independent Auditors

         (7)      Legal Experts

     (8)  Appendix A -  Financial  Statements  for  Separate  Account B (Class 1
Sub-accounts)

   
     FINANCIAL  STATEMENTS:  The financial statements which follow in Appendix A
are those of American  Skandia Life  Assurance  Corporation  for the years ended
December 31, 1995, 1994, and 1993,  respectively.  Financial  statements for the
Class 1  Sub-accounts  of  Separate  Account  B are  found in the  Statement  of
Additional Information.
APPENDIXES

     APPENDIX  A  FINANCIAL  STATEMENTS  FOR  AMERICAN  SKANDIA  LIFE  ASSURANCE
CORPORATION

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

      FINANCIAL STATEMENTS FOR AMERICAN SKANDIA LIFE ASSURANCE CORPORATION

                           [To be filed by amendment]
APPENDIX B

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

The  investment  objectives  for each  underlying  mutual fund are in bold face.
Please  refer  to the  prospectuses  of each  underlying  mutual  fund  for more
complete details and risk factors applicable to certain portfolios.

                             American Skandia Trust

JanCap Growth Portfolio: The investment objective of the JanCap Growth Portfolio
is growth of capital in a manner  consistent  with the  preservation of capital.
Realization  of income is not a  significant  investment  consideration  and any
income realized on investments, therefore, will be incidental to this objective.
The  objective  will be pursued by  emphasizing  investments  in common  stocks.
Common  stock   investments  will  be  in  industries  and  companies  that  the
portfolio's  sub-advisor  believes are  experiencing  favorable demand for their
products  and  services,  and  which  operate  in a  favorable  competitive  and
regulatory environment.  Investments may be made to a lesser degree in preferred
stocks,  convertible securities,  warrants, and debt securities of U.S. issuers,
when the JanCap Growth  Portfolio  perceives an  opportunity  for capital growth
from such  securities or so that a return may be received on its idle cash. Debt
securities  which  the  portfolio  may  purchase  include  corporate  bonds  and
debentures  (not to exceed  5% of net  assets in bonds  rated  below  investment
grade),   mortgage-backed  and  asset-backed   securities,   zero-coupon  bonds,
indexed/structured  notes, high-grade commercial paper,  certificates of deposit
and repurchase agreements.  Securities of foreign issuers,  including securities
of  foreign  governments  and  Euromarket  securities,  also  may be  purchased.
Although it is the general policy of the JanCap Growth Portfolio to purchase and
hold  securities  for  capital  growth,   changes  will  be  made  whenever  the
portfolio's sub-advisor believes they are advisable.  Because investment changes
usually will be made without reference to the length of time a security has been
held, a significant number of short-term transactions may result.

Investments  also may be made in  "special  situations"  from  time to  time.  A
"special situation" arises when, in the opinion of the portfolio's  sub-advisor,
the  securities  of a particular  company will be recognized  and  appreciate in
value  due to a  specific  development,  such as a  technological  breakthrough,
management  change  or a  new  product  at  that  company.  Subject  to  certain
limitations,  the JanCap  Growth  Portfolio  may purchase  and write  options on
securities (including index options) and options on foreign currencies,  and may
invest in futures  contracts  for the purchase or sale of  instruments  based on
financial indices,  including  interest rates or an index of U.S.  Government or
foreign  government  securities or equity or  fixed-income  securities,  futures
contracts  on  foreign   currencies  and  fixed  income   securities   ("futures
contracts"),  options  on futures  contracts,  forward  contracts  and swaps and
swap-related  products.  These  instruments  will be used  primarily for hedging
purposes.  Investment of up to 15% of the JanCap Growth Portfolio's total assets
may be made in securities that are considered illiquid because of the absence of
a readily available market or due to legal or contractual restrictions.

Lord Abbett Growth and Income  Portfolio:  The investment  objective of the Lord
Abbett  Growth and Income  Portfolio is  long-term  growth of capital and income
while attempting to avoid excessive fluctuations in market value. This objective
will be pursued by  investing  in  securities  which are  selling at  reasonable
prices in relation to value. Normally, investments will be made in common stocks
of large,  seasoned  companies  which are in sound  financial  condition and are
expected to show above-average growth.

Seligman Henderson  International Equity Portfolio:  The investment objective of
Seligman   Henderson   International   Equity  Portfolio  is  long-term  capital
appreciation   consistent  with   preservation  of  capital   primarily  through
investment in securities of non-United States issuers.  The portfolio may invest
in  securities of issuers  domiciled in any country but under normal  conditions
investments  may be  made in two  principal  regions:  The  United  Kingdom  and
Continental  Europe;  and the  Pacific  Basin  Countries.  Continental  European
countries may include,  from time to time, Austria,  Belgium,  Denmark,  Federal
Republic  of Germany,  Finland,  France,  Greece,  Ireland,  Italy,  Luxembourg,
Netherlands,  Norway, Portugal, Spain, Sweden and Switzerland.  Countries in the
Pacific Basin may include Australia,  Hong Kong, India, Japan, Korea,  Malaysia,
New Zealand,  People's Republic of China,  Philippines,  Singapore,  Taiwan, and
Thailand.  The portfolio  believes that it will usually have assets  invested in
both of these  regions.  Although  under normal market  conditions the portfolio
will invest in a minimum of five countries,  it may have assets invested in many
of the above  countries.  Investments will not normally be made in securities of
issuers located in the United States or Canada.
Seligman Henderson  International Small Cap Portfolio:  The investment objective
of the Seligman Henderson International Small Cap Portfolio is long-term capital
appreciation.  The portfolio seeks to achieve this objective primarily by making
international investments in securities of companies with small to medium market
capitalizations.  The portfolio may invest in securities of issuers domiciled in
any country. Under normal conditions investments will be made in three principal
regions:  The United  Kingdom/Continental  Europe;  the Pacific Basin; and Latin
American.  Under  normal  market  conditions,  the  portfolio's  assets  will be
invested in securities of issuers located in at least three different countries.
Investments  will not normally be made in securities  of issuers  located in the
United States or Canada. Some of the countries in which the portfolio may invest
may be considered to be developing and may involve special risks.  The portfolio
may  invest in all types of  securities,  most of which will be  denominated  in
currencies  other than the U.S.  dollar.  The portfolio will normally invest its
assets in equity securities, including common stock, securities convertible into
common  stock,  depository  receipts  for these  securities  and  warrants.  The
portfolio may,  however,  invest up to 25% of its assets in preferred  stock and
debt  securities  if the  Sub-advisor  believes  that the  capital  appreciation
available from an investment in such securities will equal or exceed the capital
appreciation available from an investment in equity securities. In extraordinary
circumstances,  the  portfolio  may invest  for  temporary  defensive  purposes,
without limit, in large capitalization  companies or increase its investments in
debt securities.

Equity  securities in which the portfolio will invest may be listed on a foreign
stock  exchange  or traded in foreign  over-the-counter  markets.  Under  normal
market conditions, the portfolio will invest at least 65% of its total assets in
securities of small-to medium-sized  companies with market capitalizations up to
$750  million,  although  up to 35% of  its  total  assets  may be  invested  in
securities of companies with market  capitalizations  over $750 million There is
no  requirement  that the debt  securities  in which the portfolio may invest be
rated by a recognized rating agency.  However, it is the portfolio's policy that
investments in debt securities,  whether rated or unrated,  will be made only if
they  are  "investment   grade"  securities  or  are,  in  the  opinion  of  the
Sub-advisor,  of  equivalent  quality  to  "investment  grade"  securities.  The
portfolio  may also invest in  securities  represented  by  European  Depository
Receipts ("EDRs") or American Depository Receipts ("ADRs"). Investments in small
companies may involve greater risks, such as limited product lines,  markets and
financial or managerial  resources.  Less  frequently-traded  securities  may be
subject to more abrupt price movements than securities of larger companies.

Federated  Utility Income Portfolio:  The investment  objective of the Federated
Utility Income  Portfolio is to achieve high current income and moderate capital
appreciation by investing primarily in a professionally  managed and diversified
portfolio of equity and debt  securities  of utility  companies.  The  portfolio
intends to achieve its  investment  objective  by  investing  in equity and debt
securities of utility  companies  that produce,  transmit or distribute  gas and
electric  energy  as  well  as  those  companies  that  provide   communications
facilities, such as telephone and telegraph companies. As a matter of investment
policy that can be changed without  shareholder  vote, the portfolio will invest
at least 65% of its total assets in securities of utility companies.

   
Federated High Yield Portfolio:  The investment  objective of the Federated High
Yield  Portfolio  is to seek high  current  income by  investing  primarily in a
diversified  portfolio of fixed income securities.  The portfolio will invest at
least 65% of its assets in  lower-rated  fixed income  bonds.  Lower-rated  debt
obligations are generally considered to be high-risk investments.  The corporate
debt  obligations  in which the  portfolio  invests are usually not in the three
highest rating categories of a nationally  recognized rating  organization (AAA,
AA, or A for  Standard & Poor's  and Aaa,  Aa or A for  Moody's)  but are in the
lower rating  categories or are unrated but are of  comparable  quality and have
speculative characteristics or are speculative. Lower-rated or unrated bonds are
commonly referred to as "junk bonds".  There is no minimal acceptable rating for
a security to be purchased or held in the portfolio, and the portfolio may, from
time to time,  purchase or hold securities  rated in the lowest rating category.
Under normal  circumstances,  the portfolio will not invest more than 10% of the
value of its total assets in equity  securities.  The fixed income securities in
which the  portfolio  may invest  include,  but are not  limited  to:  preferred
stocks,  bonds,  debentures,  notes,  equipment lease certificates and equipment
trust certificates.  The portfolio will invest primarily in fixed rate corporate
debt obligations.

AST Phoenix Balanced Asset  Portfolio:  The AST Phoenix Balanced Asset Portfolio
seeks as its investment objectives  reasonable income,  long-term capital growth
and conservation of capital.  The portfolio  intends to invest based on combined
considerations of risk,  income,  capital  enhancement and protection of capital
value. The portfolio may invest in any type or class of security.  Normally, the
portfolio will invest in common stocks and fixed income securities;  however, it
may also invest in securities  convertible  into common stocks.  At least 25% of
the value of its assets will be invested in fixed income senior securities.  The
portfolio  may also  engage in  certain  options  transactions  and  enter  into
financial  futures  contracts and related  options for hedging  purposes and may
invest  in  deferred  or zero  coupon  debt  obligations.  In  implementing  the
investment  objectives of the portfolio,  the sub-advisor will select securities
believed to have potential for the production of current  income,  with emphasis
on securities that also have potential for capital enhancement.  In an effort to
protect  its  assets  against  major  market  declines,  or for other  temporary
defensive purposes, the portfolio may actively pursue a policy of retaining cash
or investing part or all of its assets in cash  equivalents,  such as government
securities and high grade commercial paper.
    

AST Money Market  Portfolio:  The investment  objectives of the AST Money Market
Portfolio are to maximize  current income and maintain high levels of liquidity.
This   portfolio   attempts  to  accomplish  its  objectives  by  maintaining  a
dollar-weighted  average  maturity of not more than 90 days and by  investing in
the types of securities  described below which have effective  maturities of not
more than 397 days.  Investments  may include  obligations  of the United States
government,  its agencies or  instrumentalities;  certificates of deposit,  time
deposits and bankers'  acceptances of certain financial  institutions which have
more than $2 billion in total  assets;  commercial  paper and  corporate  bonds;
asset-backed  securities;  and  repurchase  and reverse  repurchase  agreements.
Securities may be purchased on a when-issued or delayed delivery basis.  Subject
to applicable investment  restrictions,  the AST Money Market Portfolio also may
lend its securities.

T. Rowe Price Asset  Allocation  Portfolio:  The investment  objective of the T.
Rowe Price Asset Allocation Portfolio is to seek a high level of total return by
investing   primarily  in  a  diversified  group  of  fixed  income  and  equity
securities.  The portfolio is designed to balance the potential  appreciation of
common  stocks with the income and  principal  stability  of bonds over the long
term. Under normal market  conditions over the long-term,  the portfolio expects
to allocate its assets (other than cash reserves) so that  approximately  40% of
such assets will be in fixed income  securities and  approximately 60% in equity
securities.

The  portfolio's  fixed income  securities  will be allocated  among  investment
grade, high yield and non-dollar debt securities.  The weighted average maturity
for this portion of the  portfolio is generally  expected to be between four and
nine years, although it may vary significantly. High-yielding,  income-producing
debt  securities  (commonly  referred to as "junk bonds") and  preferred  stocks
including  convertible  securities may be purchased  without regard to maturity,
however,  the average  maturity of the bonds is expected to be  approximately 10
years, although it may vary if market conditions warrant. Quality will generally
range from  lower-medium  to low and the portfolio  may also  purchase  bonds in
default if, in the opinion of the  Sub-advisor,  there is significant  potential
for capital appreciation.

The  portfolio's  equity  securities will be allocated among large and small-cap
U.S. and non-dollar equity  securities.  Large-cap will be stocks in the S&P 500
and stocks of  well-established  companies which can produce increasing dividend
income.  Small-cap will be common stocks of small  companies or companies  which
offer the  possibility  of  accelerated  earnings  growth because of rejuvenated
management, new products or structural changes in the economy. Current income is
not a factor in the selection of these stocks.

The portfolio will generally trade in securities (either common stocks or bonds)
for  short-term  profits,  but, when  circumstances  warrant,  securities may be
purchased and sold without regard to the length of time held.

T. Rowe Price International Equity Portfolio: The investment objective of the T.
Rowe Price International  Equity Portfolio is to seek total return on its assets
through  investments  in  common  stocks  of  established,  non-U.S.  companies.
Investments may be made solely for capital  appreciation or solely for income or
any  combination of both for the purpose of achieving a higher  overall  return.
Total return consists of capital appreciation or depreciation,  dividend income,
and currency  gains or losses.  The portfolio  intends to diversify  investments
broadly among countries and to normally have at least three different  countries
represented in the  portfolio.  The portfolio may invest in countries of the Far
East and Western  Europe as well as South  Africa,  Australia,  Canada and other
areas  (including  developing  countries).  Under  unusual  circumstances,   the
portfolio may invest substantially all of its assets in one or two countries.

T. Rowe Price Natural Resources  Portfolio:  The investment  objective of the T.
Rowe Price Natural  Resources  Portfolio is to seek long-term  growth of capital
through investment  primarily in common stocks of companies which own or develop
natural resources and other basic commodities. Current income is not a factor in
the  selection  of stocks for  investment  by the  portfolio.  Total return will
consist primarily of capital appreciation (or depreciation).  The portfolio will
invest  substantially  all of its assets in common stocks of companies which own
or develop natural resources and other basic commodities.  However,  it may also
purchase  other  types of  securities,  such as  selected,  non-resource  growth
companies,  foreign  securities,   convertible  securities  and  warrants,  when
considered  consistent with the portfolio's  investment  objective and policies.
The portfolio may also engage in a variety of investment  management  practices,
such as buying and selling futures and options.

Some of the most  important  factors  evaluated by the  Sub-advisor in selecting
natural resource companies are the capability for expanded production,  superior
exploration programs and production facilities,  and the potential to accumulate
new  resources.  The  portfolio  expects  to  invest in those  natural  resource
companies  which own or  develop  energy  sources  (such as oil,  gas,  coal and
uranium),  precious metals,  forest products,  real estate,  nonferrous  metals,
diversified resources,  and other basic commodities which, in the opinion of the
Sub-advisor,  can be produced and marketed  profitably  during periods of rising
labor  costs and prices.  However,  the  percentage  of the  portfolio's  assets
invested  in natural  resource  and  related  businesses  versus the  percentage
invested in  non-resource  companies  may vary greatly  depending  upon economic
monetary  conditions  and the outlook  for  inflation.  The  earnings of natural
resource companies may be expected to follow irregular  patterns,  because these
companies are particularly  influenced by the forces of nature and international
politics.  Companies  which own or develop  real estate might also be subject to
irregular  fluctuations  of earnings,  because  these  companies are affected by
changes in the availability of money, interest rates, and other factors.

The  portfolio  may invest up to 50% of its total assets in foreign  securities.
These include non-dollar  denominated  securities traded outside of the U.S. and
dollar  denominated  securities  traded in the U.S. (such as ADRs).  Some of the
countries in which the  portfolio  may invest may be considered to be developing
and may involve  special risks The portfolio will not purchase a  non-investment
grade debt  security  (or junk bond) if  immediately  after  such  purchase  the
portfolio  would  have  more  than  10% of its  total  assets  invested  in such
securities.  Junk bonds are regarded as predominantly speculative and high risk.
The  portfolio  may invest up to 10% of its total assets in hybrid  instruments.
Such  instruments  may take a variety of forms,  such as debt  instruments  with
interest  or  principal  payments  determined  by  reference  to the  value of a
currency, security index or commodity at a future point in time

   
Founders Capital  Appreciation  Portfolio:  The investment objective of Founders
Capital  Appreciation  Portfolio is capital  appreciation.  The  portfolio  will
normally  invest  at least 65% of its  total  assets  in  common  stocks of U.S.
companies  with market  capitalizations  of $1.5  billion or less.  These stocks
normally will be traded in the  over-the-counter  market. Since it may engage in
short-term  trading,  the portfolio may have annual portfolio  turnover rates in
excess of 100%.
    

INVESCO Equity Income Portfolio:  The investment objective of the INVESCO Equity
Income Portfolio is to seek high current income while following sound investment
practices.   Capital  growth   potential  is  an   additional,   but  secondary,
consideration in the selection of portfolio  securities.  The portfolio seeks to
achieve its objective by investing in securities which will provide a relatively
high-yield and stable return and which, over a period of years, may also provide
capital appreciation.  The portfolio normally will invest between 60% and 75% of
its assets in dividend-paying,  marketable common stocks of domestic and foreign
industrial  issuers.  The  portfolio  also  will  invest in  convertible  bonds,
preferred  stocks and debt  securities.  The portfolio may depart from the basic
investment objective and assume a defensive position with a large portion of its
assets  temporarily  invested  in high  quality  corporate  bonds,  or notes and
government issues, or held in cash. The portfolio's investments in common stocks
may decline in value.  To minimize the risk this  presents,  the portfolio  only
invests in  dividend-paying  common  stocks of domestic  and foreign  industrial
issuers  which  are  marketable,  and  will  not  invest  more  than  5% of  the
portfolio's  assets in the securities of any one company or more than 25% of the
portfolio's  assets in any one industry.  The  portfolio's  investments  in debt
securities will generally be subject to both credit risk and market risk.  There
are no  fixed-limitations  regarding portfolio  turnover.  The rate of portfolio
turnover may fluctuate as a result of constantly  changing  economic  conditions
and market circumstances.  Securities initially satisfying the portfolio's basic
objectives and policies may be disposed of when they are no longer suitable.  As
a result, it is anticipated that the portfolio's  annual portfolio turnover rate
may be in  excess  of 100%,  and may be  higher  than  that of other  investment
companies   seeking   current   income  with  capital   growth  as  a  secondary
consideration.  Increased  portfolio turnover would cause the portfolio to incur
greater brokerage costs than would otherwise be the case.

PIMCO Total Return Bond Portfolio:  The investment  objective of the PIMCO Total
Return Bond Portfolio is to seek to maximize total return. A secondary objective
is  preservation  of  capital.  The  Sub-advisor  will  seek to  employ  prudent
investment  management  techniques,  especially  in light of the broad  range of
investment  instruments in which the portfolio may invest. The proportion of the
portfolio's  assets  committed  to  investment  in  securities  with  particular
characteristics (such as maturity,  type and coupon rate) will vary based on the
outlook for the U.S.  and foreign  economies,  the  financial  markets and other
factors.  The portfolio  will invest at least 65% of its assets in the following
types of  securities  which may be issued by  domestic or foreign  entities  and
denominated  in  U.S.  dollars  or  foreign  currencies:  securities  issued  or
guaranteed by the U.S. Government, its agencies or instrumentalities;  corporate
debt securities;  corporate  commercial paper;  mortgage and other  asset-backed
securities;  variable and floating rate debt  securities;  bank  certificates of
deposit; fixed time deposits and bankers' acceptances; repurchase agreements and
reverse  repurchase  agreements;  obligations  of foreign  governments  or their
subdivisions,   agencies  and   instrumentalities,   international  agencies  or
supranational  entities;  and  foreign  currency  exchange-related   securities,
including foreign currency warrants.  The portfolio will invest in a diversified
portfolio of  fixed-income  securities  of varying  maturities  with a portfolio
duration  from three to six years.  The portfolio may invest up to 20% of assets
in corporate debt securities that are rated below investment grade (i.e.,  rated
below Baa by Moody's or BBB by S&P or, if unrated, determined by the Sub-advisor
to be of comparable  quality).  These  securities  are regarded as high risk and
predominantly  speculative  with respect to the issuer's  continuing  ability to
meet  principal and interest  payments (see the underlying  fund  prospectus for
details).

PIMCO Limited  Maturity Bond  Portfolio:  The investment  objective of the PIMCO
Limited Maturity Bond Portfolio is to seek to maximize total return,  consistent
with preservation of capital and prudent  investment  management.  The portfolio
will  invest  at  least  65% of its  total  assets  in the  following  types  of
securities,  which may be issued by domestic or foreign entities and denominated
in U.S. dollars or foreign  currencies:  securities  issued or guaranteed by the
U.S.   Government,   its  agencies  or   instrumentalities   ("U.S.   Government
securities");  corporate debt securities;  corporate commercial paper;  mortgage
and other asset-backed  securities;  variable and floating rate debt securities;
bank  certificates  of deposit,  fixed time  deposits and bankers'  acceptances;
repurchase agreements and reverse repurchase agreements;  obligations of foreign
governments or their subdivisions, agencies and instrumentalities, international
agencies  or  supranational  entities;  and  foreign  currency  exchange-related
securities, including foreign currency warrants.

The  portfolio  may hold  different  percentages  of its assets in these various
types of securities,  and may invest all of its assets in derivative instruments
or in mortgage- or asset-backed securities.  There are special risks involved in
these instruments. The portfolio will invest in a diversified portfolio of fixed
income  securities of varying  maturities with a portfolio  duration from one to
three years.  The portfolio may invest up to 10% of its assets in corporate debt
securities  that are  rated  below  investment  grade  but  rated B or higher by
Moody's  or  S&P  (or,  if  unrated,  determined  by  the  Sub-advisor  to be of
comparable  quality).  The  portfolio may also invest up to 20% of its assets in
securities  denominated in foreign currencies.  The "total return" sought by the
portfolio  will consist of interest and dividends  from  underlying  securities,
capital  appreciation  reflected in  unrealized  increases in value of portfolio
securities  (realized by the  shareholder  only upon selling shares) or realized
from the purchase  and sale of  securities,  and use of futures and options,  or
gains from favorable  changes in foreign  currency  exchange rates The portfolio
may invest directly in U.S. dollar- or foreign currency-denominated fixed income
securities of non-U.S. issuers. The portfolio will limit its foreign investments
to  securities  of  issuers  based  in  developed  countries   (including  Newly
Industrialized  Countries,  "NICs",  such as Taiwan,  South  Korea and  Mexico).
Investing in the securities of issuers in any foreign country  involves  special
risks.

AST Scudder  International  Bond Portfolio:  The AST Scudder  International Bond
Portfolio seeks to provide income primarily by investing in a managed  portfolio
of high-grade debt securities denominated in foreign currencies  ("international
bonds"). As a secondary  objective,  the portfolio seeks protection and possible
enhancement of principal value by actively  managing  currency,  bond market and
maturity  exposure  and by security  selection.  The  portfolio  is intended for
long-term  investors  who can  accept the risks  associated  with  investing  in
international  bonds. Total return from investment in the portfolio will consist
of income  after  expenses,  bond price  gains (or losses) in terms of the local
currency and currency  gains (or losses).  For tax purposes,  realized gains and
losses on currency  are  regarded as ordinary  income and loss and could,  under
certain  circumstances,  have an  impact  on  distributions.  The  value  of the
portfolio  will  fluctuate  in response to various  economic  factors,  the most
important  of which are  fluctuations  in foreign  currency  exchange  rates and
interest rates.

The  portfolio  will  normally  invest at least 65% of its total assets in bonds
denominated  in foreign  currencies.  Because the  portfolio's  investments  are
primarily denominated in foreign currencies, exchange rates are likely to have a
significant  impact on total portfolio  performance.  For example, a fall in the
U.S.  dollar's value relative to the Japanese yen will increase the U.S.  dollar
value of a Japanese  bond held in the  portfolio,  even though the price of that
bond in yen terms remains  unchanged.  Conversely,  if the U.S.  dollar rises in
value  relative to the yen, the U.S.  dollar value of a Japanese bond will fall.
Investors  should be aware that exchange rate movements can be  significant  and
endure for long periods of time.

Because of the portfolio's long-term investment objective,  investors should not
rely on an investment in the portfolio for their short-term  financial needs and
should not view the portfolio as a vehicle for playing  short-term swings in the
international  bond and foreign exchange markets.  Shares of the portfolio alone
should not be regarded as a complete investment program.  Also, investors should
be aware that  investing in  international  bonds may involve a higher degree of
risk than investing in U.S. bonds.

   
Berger Capital Growth Portfolio:  The investment objective of the Berger Capital
Growth  Portfolio is long-term  capital  appreciation.  The  Portfolio  seeks to
achieve this  objective by investing  primarily in common stocks of  established
companies  which the  Sub-advisor  believes offer  favorable  growth  prospects.
Current income is not an investment  objective of the Portfolio,  and any income
produced  will  be a  by-product  of  the  effort  to  achieve  the  Portfolio's
objective.  In general,  investment  decisions for the Portfolio are based on an
approach  which seeks out successful  companies  because they are believed to be
more apt to become profitable investments. To evaluate a prospective investment,
the Sub-advisor  analyzes  information from various sources,  including industry
economic  trends,  earnings  expectations and fundamental  securities  valuation
factors to identify companies which in the Sub-advisor's opinion are more likely
to have predictable,  above average earnings growth, regardless of the company's
size and  geographic  location.  The  Sub-advisor  also  takes  into  account  a
company's  management and its innovations in products and services in evaluating
its prospects for continued or future earnings growth.

In selecting its portfolio securities,  the Portfolio places primary emphasis on
established  companies  which it believes to have  favorable  growth  prospects.
Common  stocks  usually  constitute  all or most of the  Portfolio's  investment
holdings,  but the  Portfolio  remains free to invest in  securities  other than
common  stocks,  and may do so when deemed  appropriate  by the  Sub-advisor  to
achieve the objective of the  Portfolio.  The Portfolio  may, from time to time,
take substantial positions in securities  convertible into common stocks, and it
may also  purchase  government  securities,  preferred  stocks and other  senior
securities if its Sub-advisor believes these are likely to be the best suited at
that time to  achieve  the  Portfolio's  objective.  The  Portfolio's  policy of
investing in securities  believed to have a potential  for capital  growth means
that a Portfolio  share may be subject to greater  fluctuations in value than if
the Portfolio invested in other securities.

ROBERTSON STEPHENS CAPITAL APPRECIATION  [TO BE FILED BY AMENDMENT]
    

                             The Alger American Fund

   
Alger American Growth Portfolio:  The investment objective of the Alger American
Growth Portfolio is long-term capital appreciation. Income is a consideration in
the  selection  of  investments  but  is  not  an  investment  objective  of the
portfolio.  It seeks to achieve its objective by investing in equity securities,
such as common or  preferred  stocks  that are listed on a  national  securities
exchange, or securities  convertible into or exchangeable for equity securities,
including  warrants and rights,  often selected by the investment manager on the
basis of original  research  produced by its research  analysts.  Except  during
temporary  defensive  periods,  the portfolio invests at least 65 percent of its
total assets in equity  securities  of companies  that, at the time of purchase,
have total market capitalization of $1 billion or greater.

Alger American Small Capitalization  Portfolio:  The investment objective of the
Portfolio is long-term capital  appreciation.  Except during temporary defensive
periods,  the  Portfolio  invests  at least  65% of its  total  assets in equity
securities of companies  that, at the time of purchase of the  securities,  have
total  market  capitalization  within  the range of  companies  included  in the
Russell 2000 Growth Index,  updated quarterly.  The Russell 2000 Growth Index is
designed to track the performance of small capitalization companies. At the date
of this Prospectus,  the range of market  capitalization  of these companies was
$____million to  $_____billion.  The Portfolio may invest up to 35% of its total
assets in equity  securities of companies  that,  at the time of purchase,  have
total  market  capitalization  outside  the range of  companies  included in the
Russell  2000  Growth  Index  and in excess  of that  amount  (up to 100% of its
assets) during temporary defensive periods.

Alger  American  MidCap  Growth  Portfolio:  The  investment  objective  of  the
Portfolio is long-term capital  appreciation.  Except during temporary defensive
periods,  the  Portfolio  invests  at least  65% of its  total  assets in equity
securities of companies  that, at the time of purchase of the  securities,  have
total market  capitalization  within the range of companies  included in the S&P
MidCap 400 Index,  updated  quarterly.  The S&P MidCap 400 Index is  designed to
track the performance of medium  capitalization  companies.  At the date of this
Prospectus,   the  range  of  market   capitalization  of  these  companies  was
$____million  to  $____billion.  The Portfolio may invest up to 35% of its total
assets in equity  securities of companies  that,  at the time of purchase,  have
total market  capitalization  outside the range of companies included in the S&P
MidCap 400 Index and in excess of that amount (up to 100% of its assets)  during
temporary defensive periods.
    

                  Neuberger & Berman Advisers Management Trust

(Each  portfolio of the  Neuberger & Berman  Advisers  Management  Trust invests
exclusively  in a  corresponding  series of Advisers  Managers  Trust in what is
sometimes known as a "master/feeder" fund structure.  Therefore,  the investment
objective of each portfolio  matches that of the series of the Advisers Managers
Trust in which the portfolio invests.  Therefore,  the following  information is
presented in terms of the applicable series of the Advisers Management Trust).

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

The AMT Partners  Investments  invests primarily in common stocks of established
companies,  using the  value-oriented  investment  approach.  The  series  seeks
capital  growth  through an  investment  approach  that is  designed to increase
capital with reasonable risk. Its investment  program seeks securities  believed
to be undervalued  based on strong  fundamentals  such as low  price-to-earnings
ratios, consistent cash flow, and support from asset values.

Up to 15% of the series' net assets may be invested in corporate debt securities
rated below investment  grade or in comparable  unrated  securities.  Securities
rated below investment grade as well as unrated  securities are often considered
to be speculative and usually entail greater risk.

   
                           Montgomery Variable Series

Emerging  Markets Fund:  The  investment  objective of the  Montgomery  Variable
Series  Emerging  Markets  Fund is  capital  appreciation,  which  under  normal
conditions  it seeks by  investing  at least 65% of its  total  assets in equity
securities  of  companies  in  countries  having  emerging  markets.  For  these
purposes,  the Fund defines an emerging market country as having an economy that
is or would be considered by the World Bank or the United Nations to be emerging
or developing. This Fund considers emerging market companies to be companies the
securities of which are principally  traded in the capital market of an emerging
market  country,  companies that derive at least 50% of their total revenue from
either goods produced or services  rendered in emerging market countries or from
sales made in such emerging market countries, regardless of where the securities
of such companies are principally  traded, or companies organized under the laws
of, and with a principal office in, an emerging market country.

This Fund uses a proprietary, quantitative asset allocation model created by the
Manager.  This  model  employs  mean-variance  optimization,  a process  used in
developed markets based on modern portfolio theory and statistics. Mean-variance
optimization  helps determine the percent of assets to invest in each country to
maximize expected returns for a given risk level. This Fund's aims are to invest
in those  countries that are expected to have the highest  risk/reward  tradeoff
when incorporated into a total portfolio context and to construct a portfolio of
emerging market  investments  approximating the risk level of an internationally
diversified  portfolio of  securities  in  developed  markets.  This  "top-down"
country selection is combined with "bottom-up" fundamental industry analysis and
stock selection based on original research, publicly available information,  and
company visits.

This Fund  invests  primarily in common stock but also may invest in other types
of equity  and  equity  derivatives  securities.  It may invest up to 35% of its
total assets in debt  securities,  including up to 5% in debt  securities  rated
below investment grade. The Fund has the right to purchase securities in foreign
countries.  Accordingly,  shareholders should consider carefully the substantial
risks involved in investing in securities issued by companies and governments of
foreign  nations,  which are in addition to the usual risks inherent in domestic
investments.  While the Fund may  invest in mature  suppliers  of  products  and
services,  and technologies,  the Fund also may invest in smaller companies that
may benefit from the  development  of new products and  services.  These smaller
companies may present greater  opportunities  for capital  appreciation  but may
involve  greater risk than larger,  mature  issuers.  The Fund is  authorized to
invest in medium  quality  (rated or equivalent to BBB by S&P or Baa by Moody's)
and in limited amounts of high risk,  lower quality debt  securities,  sometimes
called "junk bonds," (i.e.,  securities  rated below BBB or Baa) or, if unrated,
deemed to be of  equivalent  investment  quality as  determined  by the Manager.
Medium quality debt securities have speculative characteristics,  and changes in
economic conditions or other circumstances are more likely to lead to a weakened
capacity to make  principal  and interest  payments than is the case with higher
grade debt securities.
    
   
[
                                 Galaxy VIP Fund

GAL Money Market Fund: The Money Market Fund's  investment  objective is to seek
as high a level of current income as is consistent  with liquidity and stability
of  principal.  The Fund seeks to achieve its  objective  by investing in "money
market"  instruments  that are determined by the  investment  adviser to present
minimal credit risk and meet certain rating  criteria.  Instruments  that may be
purchased by the Money Market Fund include  obligations  of domestic and foreign
banks  (including  negotiable  certificates  of  deposit,   non-negotiable  time
deposits,   savings  deposits,  and  bankers'  acceptances);   commercial  paper
(including  variable and floating rate notes);  obligations issued or guaranteed
by the U.S.  Government,  its  agencies  or  instrumentalities;  and  repurchase
agreements issued by financial  institutions  such as banks and  broker/dealers.
These  instruments have remaining  maturities of thirteen months or less (except
for certain variable and floating rate notes and securities  underlying  certain
repurchase agreements).

In accordance with a rule promulgated by the Securities and Exchange Commission,
the Money  Market  Fund will  purchase  only  those  instruments  which meet the
applicable quality requirements  described below. The Money Market Fund will not
purchase a security (other than a U.S. Government  security) unless the security
or the issuer with respect to comparable securities (i) is rated by at least two
nationally recognized statistical rating organizations ("Rating  Organizations")
(such as S&P or Moody's) in the highest category for short-term debt securities,
(ii) is rated by the only Rating  Organization  that has issued a rating in such
Rating  Organization's  highest  category for  short-term  debt, or (iii) if not
rated, the security is determined to be of comparable quality. Determinations of
comparable quality will be made in accordance with procedures established by the
Board of Trustees.

GAL Equity Fund:  The Equity Fund's  investment  objective is to seek  long-term
growth by investing in companies  that the Fund's  investment  adviser  believes
have above-average earnings potential.  The Fund seeks to achieve its investment
objective by investing,  under normal market and economic  conditions,  at least
75% of its total assets in a broadly diversified  portfolio of equity securities
such as common stock,  preferred  stock,  common stock  warrants and  securities
convertible into common stock of companies that the investment  adviser believes
will increase future  earnings to a level above the average  earnings of similar
issuers.  Such  companies  often  retain their  earnings to finance  current and
future growth and, for this reason, generally pay little or no dividends. Equity
securities in which the Fund invests are selected based on analyses of trends in
industries and companies,  earning power, growth features,  quality and depth of
management,  marketing and manufacturing skills,  financial conditions and other
investment criteria. By investing in convertible securities,  the Fund will seek
the opportunity,  through the conversion  feature, to participate in the capital
appreciation of the common stock into which the securities are convertible.

All debt obligations, including convertible bonds, purchased by the Fund will be
rated at the time of purchase in one of the four highest  rating  categories  by
S&P (AAA, AA, A and BBB) or Moody's (Aaa, Aa, A and Baa) or, if not rated,  will
be determined to be of an equivalent  quality by the  investment  adviser.  Debt
securities  rated BBB by S&P or Baa by Moody's are  generally  considered  to be
investment grade securities  although they may have speculative  characteristics
and changes in economic conditions or circumstances are more likely to lead to a
weakened  capacity to make principal and interest  payments than is the case for
higher grade debt obligations.

The Equity Fund may invest indirectly in foreign securities through the purchase
of American  Depository  Receipts  ("ADRs")  and  European  Depository  Receipts
("EDRs").  In  addition,  the Fund may  invest in  securities  issued by foreign
branches of U.S. banks and foreign banks, Canadian commercial paper and Canadian
securities  listed  on a  national  securities  exchange,  and  Europaper  (U.S.
dollar-denominated commercial paper of foreign issuers). The Fund may also write
covered call options.

As a temporary  defensive  measure,  the Fund may invest  without  limitation in
cash,  "money market"  instruments and  obligations  issued or guaranteed by the
U.S.  Government,  its agencies and  instrumentalities at such times and in such
proportions as, in the opinion of the investment  adviser,  prevailing market or
economic conditions warrant.

GAL High Quality Bond Fund: The High Quality Bond Fund's investment objective is
to seek a high level of current income  consistent with prudent risk of capital.
The Fund  invests  its  assets  in  corporate  debt  obligations  such as bonds,
debentures,   obligations   convertible   into  common  stock,   "money  market"
instruments such as bank obligations and commercial paper, in obligations issued
or guaranteed by the U.S. Government, its agencies or instrumentalities,  and in
debt  obligations of  supranational  entities.  Supranational  entities  include
international  organizations designated or supported by governmental entities to
promote  economic   reconstruction  or  development  and  international  banking
institutions  and related  government  agencies.  Examples of these  include The
International Bank for Reconstruction and Development  ("World Bank"), The Asian
Development  Bank  and  The  InterAmerican   Development  Bank.  Obligations  of
supranational  entities may be supported by appropriated but unpaid  commitments
of their member countries, and there is no assurance that these commitments will
be  undertaken  or met in the future.  The failure by a member  country to honor
such commitments could adversely affect the payment of principal and interest on
these obligations.  The Fund may also invest,  from time to time, in obligations
issued by state and local governmental  issuers  ("Municipal  Securities").  The
purchase  of  Municipal  Securities  may be  advantageous  when,  as a result of
prevailing economic, regulatory or other circumstances,  the performance of such
securities,  on a pretax basis,  is comparable to that of corporate or U.S. debt
obligations.  The High  Quality Bond Fund may enter into  interest  rate futures
contracts to hedge against changes in market values of fixed-income  instruments
that the Fund  holds or intends to  purchase.  At least 65% of the Fund's  total
assets will be invested in  non-convertible  bonds.  Any common  stock  received
through  the  conversion  of  convertible  debt  obligations  will be sold in an
orderly manner as soon as possible.

Under normal market and economic  conditions,  the Fund will invest at least 80%
of its assets in high quality debt  obligations  that are rated,  at the time of
purchase, within the two highest ratings of S&P (AAA and AA) or Moody's (Aaa and
Aa) (or which,  if unrated,  are determined by the  investment  adviser to be of
comparable  quality)  and in  obligations  issued  or  guaranteed  by  the  U.S.
Government,   its  agencies  or  instrumentalities   and  other  "money  market"
instruments.  Unrated  securities will be determined to be of comparable quality
to high  quality debt  obligations  if, among other  things,  other  outstanding
obligations of the issuers of such securities are rated AA or A-2/P-2 or better.
When, in the opinion of the investment  adviser, a defensive  investment posture
is warranted,  the Fund may invest  temporarily  and without  limitation in high
quality, short-term "money market" instruments.

The Fund may also invest up to 5% of its total assets in dollar-denominated high
quality debt obligations of U.S.  companies issued outside the United States. In
addition,  the Fund may  acquire  high  quality  obligations  issued by Canadian
Provincial  Governments  which are similar to U.S.  Municipal  Securities except
that the income  derived  therefrom is fully subject to U.S.  Federal  taxation.
These instruments are denominated in either Canadian or U.S. dollars and have an
established over-the-counter market in the United States.

The Fund seeks to provide a current yield greater than that generally  available
from a portfolio of high quality short-term  obligations.  The High Quality Bond
Fund's average weighted maturity will vary from time to time depending on, among
other things,  current market and economic conditions and the comparative yields
on instruments with different maturities.  The Fund adjusts its average weighted
maturity and its holdings of corporate and U.S.  Government debt securities in a
manner  consistent  with the  investment  adviser's  assessment  of  prospective
changes in  interest  rates.  The  success  of this  strategy  depends  upon the
investment adviser's ability to predict changes in interest rates.

The value of the Fund's portfolio  securities will generally vary inversely with
changes in prevailing  interest rates.  The high quality credit criteria applied
to the selection of portfolio  securities  are intended to reduce  adverse price
changes due to credit considerations.

GAL Asset Allocation Fund: The investment objective of the Asset Allocation Fund
is to seek a high total return by providing  both a current level of income that
is greater than that  provided by the popular  stock market  averages as well as
long-term  growth in the value of the Fund's  assets.  The Fund seeks to achieve
its  investment  objective and at the same time reduce  volatility by allocating
its assets among  short-term  obligations,  common  stock,  preferred  stock and
bonds.  The  proportion of the Fund's  assets  invested in each type of security
will  vary  from  time  to  time  as  a  result  of  the  investment   adviser's
interpretation of economic and market conditions.  However,  at least 25% of the
Fund's  total  assets  will at all  times be  invested  in  fixed-income  senior
securities,  including debt  securities and preferred  stocks.  Debt  securities
purchased  by the Fund will be rated at the time of  purchase in one of the four
highest rating categories by S&P (AAA, AA, A and BBB) or Moody's (Aaa, Aa, A and
Baa) (or which,  if unrated,  are determined by the investment  adviser to be of
comparable  quality).  Debt  securities  rated BBB by S&P or Baa by Moody's  are
generally  considered to be investment grade  securities  although they may have
speculative  characteristics and changes in economic conditions or circumstances
are more likely to lead to a weakened  capacity to make  principal  and interest
payments than is the case for higher grade debt obligations. In selecting common
stock for purchase by the Fund,  the  investment  adviser will analyze trends in
industries and companies,  earning power, growth features,  quality and depth of
management,  marketing and manufacturing skills,  financial conditions and other
investment criteria.

The Asset  Allocation  Fund may also  invest  up to 20% of its  total  assets in
foreign  securities,  either  directly or indirectly  through ADRs and EDRs. The
Fund may write  covered  call  options,  purchase  asset-backed  securities  and
mortgage-backed   securities   and  enter   into   foreign   currency   exchange
transactions.

As a temporary  defensive  measure,  the Fund may invest  without  limitation in
cash,  "money market"  instruments and  obligations  issued or guaranteed by the
U.S.  Government,  its agencies and  instrumentalities at such times and in such
proportions as, in the opinion of the investment adviser,  prevailing market and
economic conditions warrant.

Investments  in  foreign  securities  involve  higher  costs  for the Fund  than
investments in U.S.  securities,  including higher  transaction costs as well as
the  imposition in some cases of additional  taxes by foreign  governments.  For
example,  fixed commissions on foreign stock exchanges are generally higher than
the negotiated commissions on U.S. exchanges and the Fund may be subject in some
cases to withholding and/or transfer taxes. In addition, foreign investments may
include  additional risks associated with currency exchange rates, less complete
financial  information about the issuers,  less market liquidity,  and political
instability. Future political and economic developments, the possible imposition
of withholding taxes on interest income, the possible seizure or nationalization
of foreign holdings,  the possible  establishment of exchange  controls,  or the
adoption of other governmental restrictions,  might adversely affect the payment
of principal and interest on foreign obligations.

Although  the Asset  Allocation  Fund may invest in  securities  denominated  in
foreign  currencies,  the Fund values its  securities  and other  assets in U.S.
dollars.  As a result,  the net asset value of the Fund's  shares may  fluctuate
with U.S.  dollar  exchange  rates as well as with  price  changes of the Fund's
securities in the various local markets and currencies. Thus, an increase in the
value of the U.S.  dollar compared to the currencies in which the Fund makes its
investments  could  reduce the effect of  increases  and  magnify  the effect of
decreases  in the  price  of the  Fund's  securities  in  their  local  markets.
Conversely,  a decrease in the value of the U.S.  dollar will have the  opposite
effect of  magnifying  the  effect  of  increases  and  reducing  the  effect of
decreases  in the prices of the Fund's  securities  in their local  markets.  In
addition to favorable and unfavorable currency exchange-rate  developments,  the
Fund is subject to the possible  imposition of exchange  control  regulations or
freezes on convertibility of currency.

                             American Skandia Trust

JanCap Growth Portfolio: The investment objective of the JanCap Growth Portfolio
is growth of capital in a manner  consistent  with the  preservation of capital.
Realization  of income is not a  significant  investment  consideration  and any
income realized on investments, therefore, will be incidental to this objective.
The  objective  will be pursued by  emphasizing  investments  in common  stocks.
Common  stock   investments  will  be  in  industries  and  companies  that  the
portfolio's  sub-advisor  believes are  experiencing  favorable demand for their
products  and  services,  and  which  operate  in a  favorable  competitive  and
regulatory environment.  Investments may be made to a lesser degree in preferred
stocks,  convertible securities,  warrants, and debt securities of U.S. issuers,
when the JanCap Growth  Portfolio  perceives an  opportunity  for capital growth
from such  securities or so that a return may be received on its idle cash. Debt
securities  which  the  portfolio  may  purchase  include  corporate  bonds  and
debentures  (not to exceed  5% of net  assets in bonds  rated  below  investment
grade),   mortgage-backed  and  asset-backed   securities,   zero-coupon  bonds,
indexed/structured  notes, high-grade commercial paper,  certificates of deposit
and repurchase agreements.  Securities of foreign issuers,  including securities
of  foreign  governments  and  Euromarket  securities,  also  may be  purchased.
Although it is the general policy of the JanCap Growth Portfolio to purchase and
hold  securities  for  capital  growth,   changes  will  be  made  whenever  the
portfolio's sub-advisor believes they are advisable.  Because investment changes
usually will be made without reference to the length of time a security has been
held, a significant number of short-term transactions may result.

Investments  also may be made in  "special  situations"  from  time to  time.  A
"special situation" arises when, in the opinion of the portfolio's  sub-advisor,
the  securities  of a particular  company will be recognized  and  appreciate in
value  due to a  specific  development,  such as a  technological  breakthrough,
management  change  or a  new  product  at  that  company.  Subject  to  certain
limitations,  the JanCap  Growth  Portfolio  may purchase  and write  options on
securities (including index options) and options on foreign currencies,  and may
invest in futures  contracts  for the purchase or sale of  instruments  based on
financial indices,  including  interest rates or an index of U.S.  Government or
foreign  government  securities or equity or  fixed-income  securities,  futures
contracts  on  foreign   currencies  and  fixed  income   securities   ("futures
contracts"),  options  on futures  contracts,  forward  contracts  and swaps and
swap-related  products.  These  instruments  will be used  primarily for hedging
purposes.  Investment of up to 15% of the JanCap Growth Portfolio's total assets
may be made in securities that are considered illiquid because of the absence of
a readily available market or due to legal or contractual restrictions.

Lord Abbett Growth and Income  Portfolio:  The investment  objective of the Lord
Abbett  Growth and Income  Portfolio is  long-term  growth of capital and income
while attempting to avoid excessive fluctuations in market value. This objective
will be pursued by  investing  in  securities  which are  selling at  reasonable
prices in relation to value. Normally, investments will be made in common stocks
of large,  seasoned  companies  which are in sound  financial  condition and are
expected to show above-average growth.

Seligman Henderson  International Equity Portfolio:  The investment objective of
Seligman   Henderson   International   Equity  Portfolio  is  long-term  capital
appreciation   consistent  with   preservation  of  capital   primarily  through
investment in securities of non-United States issuers.  The portfolio may invest
in  securities of issuers  domiciled in any country but under normal  conditions
investments  may be  made in two  principal  regions:  The  United  Kingdom  and
Continental  Europe;  and the  Pacific  Basin  Countries.  Continental  European
countries may include,  from time to time, Austria,  Belgium,  Denmark,  Federal
Republic  of Germany,  Finland,  France,  Greece,  Ireland,  Italy,  Luxembourg,
Netherlands,  Norway, Portugal, Spain, Sweden and Switzerland.  Countries in the
Pacific Basin may include Australia,  Hong Kong, India, Japan, Korea,  Malaysia,
New Zealand,  People's Republic of China,  Philippines,  Singapore,  Taiwan, and
Thailand.  The portfolio  believes that it will usually have assets  invested in
both of these  regions.  Although  under normal market  conditions the portfolio
will invest in a minimum of five countries,  it may have assets invested in many
of the above  countries.  Investments will not normally be made in securities of
issuers located in the United States or Canada.

T. Rowe Price Asset  Allocation  Portfolio:  The investment  objective of the T.
Rowe Price Asset Allocation Portfolio is to seek a high level of total return by
investing   primarily  in  a  diversified  group  of  fixed  income  and  equity
securities.  The portfolio is designed to balance the potential  appreciation of
common  stocks with the income and  principal  stability  of bonds over the long
term. Under normal market  conditions over the long-term,  the portfolio expects
to allocate its assets (other than cash reserves) so that  approximately  40% of
such assets will be in fixed income  securities and  approximately 60% in equity
securities.

The  portfolio's  fixed income  securities  will be allocated  among  investment
grade, high yield and non-dollar debt securities.  The weighted average maturity
for this portion of the  portfolio is generally  expected to be between four and
nine years, although it may vary significantly. High-yielding,  income-producing
debt  securities  (commonly  referred to as "junk bonds") and  preferred  stocks
including  convertible  securities may be purchased  without regard to maturity,
however,  the average  maturity of the bonds is expected to be  approximately 10
years, although it may vary if market conditions warrant. Quality will generally
range from  lower-medium  to low and the portfolio  may also  purchase  bonds in
default if, in the opinion of the  Sub-advisor,  there is significant  potential
for capital appreciation.

The  portfolio's  equity  securities will be allocated among large and small-cap
U.S. and non-dollar equity  securities.  Large-cap will be stocks in the S&P 500
and stocks of  well-established  companies which can produce increasing dividend
income.  Small-cap will be common stocks of small  companies or companies  which
offer the  possibility  of  accelerated  earnings  growth because of rejuvenated
management, new products or structural changes in the economy. Current income is
not a factor in the selection of these stocks.

The portfolio will generally trade in securities (either common stocks or bonds)
for  short-term  profits,  but, when  circumstances  warrant,  securities may be
purchased and sold without regard to the length of time held.

T. Rowe Price International Equity Portfolio: The investment objective of the T.
Rowe Price International  Equity Portfolio is to seek total return on its assets
through  investments  in  common  stocks  of  established,  non-U.S.  companies.
Investments may be made solely for capital  appreciation or solely for income or
any  combination of both for the purpose of achieving a higher  overall  return.
Total return consists of capital appreciation or depreciation,  dividend income,
and currency  gains or losses.  The portfolio  intends to diversify  investments
broadly among countries and to normally have at least three different  countries
represented in the  portfolio.  The portfolio may invest in countries of the Far
East and Western  Europe as well as South  Africa,  Australia,  Canada and other
areas  (including  developing  countries).  Under  unusual  circumstances,   the
portfolio may invest substantially all of its assets in one or two countries.

Founders Capital  Appreciation  Portfolio:  The investment objective of Founders
Capital  Appreciation  Portfolio is capital  appreciation.  The  portfolio  will
normally  invest  at least 65% of its  total  assets  in  common  stocks of U.S.
companies  with market  capitalizations  of $1.5  billion or less.  These stocks
normally will be traded in the  over-the-counter  market. Since it may engage in
short-term  trading,  the portfolio may have annual portfolio  turnover rates in
excess of 100%.

INVESCO Equity Income Portfolio:  The investment objective of the INVESCO Equity
Income Portfolio is to seek high current income while following sound investment
practices.   Capital  growth   potential  is  an   additional,   but  secondary,
consideration in the selection of portfolio  securities.  The portfolio seeks to
achieve its objective by investing in securities which will provide a relatively
high-yield and stable return and which, over a period of years, may also provide
capital appreciation.  The portfolio normally will invest between 60% and 75% of
its assets in dividend-paying,  marketable common stocks of domestic and foreign
industrial  issuers.  The  portfolio  also  will  invest in  convertible  bonds,
preferred  stocks and debt  securities.  The portfolio may depart from the basic
investment objective and assume a defensive position with a large portion of its
assets  temporarily  invested  in high  quality  corporate  bonds,  or notes and
government issues, or held in cash. The portfolio's investments in common stocks
may decline in value.  To minimize the risk this  presents,  the portfolio  only
invests in  dividend-paying  common  stocks of domestic  and foreign  industrial
issuers  which  are  marketable,  and  will  not  invest  more  than  5% of  the
portfolio's  assets in the securities of any one company or more than 25% of the
portfolio's  assets in any one industry.  The  portfolio's  investments  in debt
securities will generally be subject to both credit risk and market risk.  There
are no  fixed-limitations  regarding portfolio  turnover.  The rate of portfolio
turnover may fluctuate as a result of constantly  changing  economic  conditions
and market circumstances.  Securities initially satisfying the portfolio's basic
objectives and policies may be disposed of when they are no longer suitable.  As
a result, it is anticipated that the portfolio's  annual portfolio turnover rate
may be in  excess  of 100%,  and may be  higher  than  that of other  investment
companies   seeking   current   income  with  capital   growth  as  a  secondary
consideration.  Increased  portfolio turnover would cause the portfolio to incur
greater brokerage costs than would otherwise be the case.

PIMCO Limited  Maturity Bond  Portfolio:  The investment  objective of the PIMCO
Limited Maturity Bond Portfolio is to seek to maximize total return,  consistent
with preservation of capital and prudent  investment  management.  The portfolio
will  invest  at  least  65% of its  total  assets  in the  following  types  of
securities,  which may be issued by domestic or foreign entities and denominated
in U.S. dollars or foreign  currencies:  securities  issued or guaranteed by the
U.S.   Government,   its  agencies  or   instrumentalities   ("U.S.   Government
securities");  corporate debt securities;  corporate commercial paper;  mortgage
and other asset-backed  securities;  variable and floating rate debt securities;
bank  certificates  of deposit,  fixed time  deposits and bankers'  acceptances;
repurchase agreements and reverse repurchase agreements;  obligations of foreign
governments or their subdivisions, agencies and instrumentalities, international
agencies  or  supranational  entities;  and  foreign  currency  exchange-related
securities, including foreign currency warrants.

The  portfolio  may hold  different  percentages  of its assets in these various
types of securities,  and may invest all of its assets in derivative instruments
or in mortgage- or asset-backed securities.  There are special risks involved in
these instruments. The portfolio will invest in a diversified portfolio of fixed
income  securities of varying  maturities with a portfolio  duration from one to
three years.  The portfolio may invest up to 10% of its assets in corporate debt
securities  that are  rated  below  investment  grade  but  rated B or higher by
Moody's  or  S&P  (or,  if  unrated,  determined  by  the  Sub-advisor  to be of
comparable  quality).  The  portfolio may also invest up to 20% of its assets in
securities  denominated in foreign currencies.  The "total return" sought by the
portfolio  will consist of interest and dividends  from  underlying  securities,
capital  appreciation  reflected in  unrealized  increases in value of portfolio
securities  (realized by the  shareholder  only upon selling shares) or realized
from the purchase  and sale of  securities,  and use of futures and options,  or
gains from favorable  changes in foreign  currency  exchange rates The portfolio
may invest directly in U.S. dollar- or foreign currency-denominated fixed income
securities of non-U.S. issuers. The portfolio will limit its foreign investments
to  securities  of  issuers  based  in  developed  countries   (including  Newly
Industrialized  Countries,  "NICs",  such as Taiwan,  South  Korea and  Mexico).
Investing in the securities of issuers in any foreign country  involves  special
risks.

                             The Alger American Fund

Alger American Small Capitalization  Portfolio:  The investment objective of the
Portfolio is long-term capital  appreciation.  Except during temporary defensive
periods,  the  Portfolio  invests  at least  65% of its  total  assets in equity
securities of companies  that, at the time of purchase of the  securities,  have
total  market  capitalization  within  the range of  companies  included  in the
Russell 2000 Growth Index,  updated quarterly.  The Russell 2000 Growth Index is
designed to track the performance of small capitalization companies. At the date
of this Prospectus,  the range of market  capitalization  of these companies was
$____million to  $_____billion.  The Portfolio may invest up to 35% of its total
assets in equity  securities of companies  that,  at the time of purchase,  have
total  market  capitalization  outside  the range of  companies  included in the
Russell  2000  Growth  Index  and in excess  of that  amount  (up to 100% of its
assets) during temporary defensive periods.

Alger American Growth Portfolio:  The investment objective of the Alger American
Growth  Portfolio is long-term  capital  appreciation.  Except during  temporary
defensive periods, the Portfolio invests at least 65 percent of its total assets
in  equity  securities  of  companies  that,  at the  time  of  purchase  of the
securities,  have total  market  capitalization  of $1 billion or  greater.  The
Portfolio  may  invest up to 35% of its total  assets  in equity  securities  of
companies  that, at the time of purchase,  have total market  capitalization  of
less than $1 billion  and in excess of that  amount  (up to 100% of its  assets)
during temporary defensive periods.]
American Skandia Life Assurance Corporation
           Attention: Concierge Desk [Galaxy Annuity Customer Service]
                                  P.O. Box 883
                           Shelton, Connecticut 06484

================================================================================
            PLEASE SEND ME A STATEMENT OF ADDITIONAL INFORMATION THAT
           CONTAINS FURTHER DETAILS ABOUT THE AMERICAN SKANDIA ANNUITY
               DESCRIBED IN PROSPECTUS ASAP2 [GAL 4]-PROS (05/96).

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

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

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

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

                   AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
                                  P.O. Box 883
                           Shelton, Connecticut 06484
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 [1-800-444-3970]                                      Telephone:  1-800-752-6342 [1-800-444-3970]
Distributed by:

                    AMERICAN SKANDIA MARKETING, INCORPORATED
                                                        One Corporate Drive
                           Shelton, Connecticut 06484
                            Telephone: (203) 926-1888

--------
* Trustees of American  Skandia  Trust,  one of the  underlying  mutual funds in
which the Sub-accounts offered pursuant to this Prospectus invest.
ASAP2 [GAL 4] 2/9/96  5:15 PM

                                                                   
                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13.  Other Expenses of Issuance and Distribution:  Not Applicable.

Item 14. Indemnification of Directors and Officers: Under Section 33-320a of the
Connecticut  General  Statutes,  the  Registrant  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  Registrant.  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  Registrant  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 American  Skandia  Marketing,  Incorporated,
("ASM,  Inc."),  formerly  Skandia  Life Equity Sales  Corporation,  can also be
indemnified  pursuant to Indemnity  Agreements between each director and officer
and American Skandia Investment  Holding  Corporation,  a corporation  organized
under  the laws of the  state  of  Delaware.  The  provisions  of the  Indemnity
Agreement are governed by Section 45 of the General Corporation Law of the State
of Delaware.

The  directors and officers of ASLAC and ASM, Inc. are covered under a directors
and officers  liability  insurance  policy issued by an  unaffiliated  insurance
company and an insurance policy issued 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.

     Item 15. Recent Sales of Unregistered Securities:  ASLAC has not offered or
sold any unregistered securities.
Item 16.  Exhibits and Financial Statement Schedules:

         Exhibits                                                           Page

     1  Underwriting  agreement  incorporated  by  reference  to  Post-Effective
Amendment No. 1 to Registration Statement No. 33-26122, filed March 1, 1990

     2  Plan  of  acquisition,   reorganization,   arrangement,  liquidation  or
succession Not applicable

     3 Articles  of  incorporation  and by-laws  incorporated  by  reference  to
Pre-Effective Amendment No. 2 to Registration Statement No. 33-19363, filed July
27, 1988

   
     4  Instruments   defining  the  rights  of  security   holders,   including
indentures,  incorporated  by reference  to  Post-Effective  Amendment  No. 1 to
Registration Statement No. 33-87010, filed April 20, 1995.
    

5        Opinion re legality                           (included as Exhibit 23b)

6 - 9                                                             Not applicable

10       Material contracts (Investment Management Agreement)

     (a) Agreement with J.P. Morgan Investment  Management Inc.  incorporated by
reference  to  Post-Effective  Amendment  No. 5 to  Registration  Statement  No.
33-26122, filed April 23, 1991

     (b)  Agreement  with  Fleet  Investment  Advisors  Inc.,   incorporated  by
reference to the initial  filing of  Registration  Statement No.  33-86918 filed
December 1, 1994

11 - 22                                                           Not applicable

   
23a      Consent of Deloitte & Touche LLP               To be filed by Amendment

23b      Opinion & Consent of Werner & Kennedy          To be filed by Amendment
    

24       Power of Attorney

     (a) For Directors Boronow, Campbell, Carendi, Danckwardt, Dokken and Sutyak
- incorporated by reference to  Post-Effective  Amendment No. 10 to Registration
Statement No. 33-19363, filed February 28, 1992

     (b) For Directors Mazzaferro,  Moberg, Soderstrom and Tracy incorporated by
reference to initial Registration Statement No. 33-86918, filed December 1, 1994

     (c) For Director Svensson incorporated by reference to initial Registration
Statement No. 33-88360, filed January 10, 1995

     (d)  For Directors Brunetti, Collins and Michael

25 - 28                                                           Not applicable
--------------------------------------------------------------------------------

An index to the  financial  statement  schedules  is  omitted  because it is not
required or is not applicable.
Item 17.  Undertakings:  The undersigned Registrant hereby undertakes:

(1) To file,  during  any  period  in which  offers  or sales  are  being  made,
post-effective amendments to this registration statement:

     (i) To  include  any  prospectus  required  by  section  10  (a)(3)  of the
Securities Act of 1933;

     (ii) To reflect in the  prospectus  any facts or events  arising  after the
effective date of the registration  statement (or the most recent post-effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represent  a
fundamental  change in the information set forth in the registration  statement;
and

     (iii) To  include  any  material  information  with  respect to the plan of
distribution  not  previously  disclosed  in the  registration  statement or any
material change to such information in the registration statement.

(2) That, for the purpose of determining  any liability under the Securities Act
of  1933,  each  such  post-effective  amendment  shall  be  deemed  to be a new
registration statement relating the securities offered therein, and the offering
of such  securities  at that time  shall be deemed to be the  initial  bona fide
offering thereof.

(3) To remove from  registration by means of a  post-effective  amendment any of
the securities  being  registered  which remain unsold at the termination of the
offering.

(4)  The  undersigned   Registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(5) Insofar as indemnification  for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the 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 is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the Registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the 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, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  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.

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

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

Pursuant to the  requirements  of the Securities Act of 1933, the Registrant has
duly  caused  this  registration  statement  to be signed  on its  behalf by the
undersigned,  thereunto  duly  authorized,  in the  City of  Shelton,  State  of
Connecticut, on February 15, 1996.

                   AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
                                   Registrant

By:/s/ M. Patricia Paez                             Attest:/s/ Diana D. Steigauf
M. Patricia Paez, Corporate Secretary                          Diana D. Steigauf
Pursuant to the  requirements of the Securities Act of 1933,  this  Registration
Statement has been signed below by the following  persons in the  capacities and
on the date indicated.

Signature                                               Title                              Date
(Principal Executive Officer)

           Jan R. Carendi*                        Chief Executive Officer,          February 15, 1996
           Jan R. Carendi                    Chairman of the Board and Director

                              (Principal Financial Officer and Principal Accounting Officer)

   /s/ Thomas M. Mazzaferro                  Senior Vice President and              February 15, 1996
        Thomas M. Mazzaferro                       Chief Financial Officer

                              (Board of Directors)

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

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

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

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

Nancy F. Brunetti****                                                                  Dianne B. Michael****
Nancy F. Brunetti                                                                        Dianne B. Michael

                    */**/***/****By: /s/M. Patricia Paez
                                        M. Patricia Paez
*Pursuant to Powers of Attorney previously filed with Post-Effective Amendment No. 10 to Registration Statement No. 33-19363
      **Pursuant to Powers of Attorney previously filed with the initial filing of Registration Statement No. 33-86918.
      ***Pursuant to Power of Attorney previously filed with the initial filing of Registration Statement No. 33-88630.
                   ****Pursuant to Powers of Attorney filed as an Exhibit to this Registration Statement.
Exhibits

Exhibit 23a       Consent of Deloitte & Touche LLP   [TO BE FILED BY AMENDMENT]

Exhibit 23b       Opinion and Consent of Werner & Kennedy   
                  [TO BE FILED BY AMENDMENT]

Exhibit 24d       Powers of Attorney
Exhibit 23(a)

                           [TO BE FILED BY AMENDMENT]
Exhibit 23b

                           [TO BE FILED BY AMENDMENT]
Exhibit 24d
POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that the undersigned  director of American
Skandia   Life   Assurance   Corporation,   a   Connecticut   corporation   (the
"Corporation"),  does hereby  make,  constitute  and appoint M.  Patricia  Paez,
Corporate  Secretary and Treasurer of the  Corporation,  and in her absence,  M.
Priscilla  Pannell,  Assistant  Corporate  Secretary,  as his  true  and  lawful
attorney-in-fact  and agent with all power and  authority  on his behalf to sign
his name on any and all registration statements,  documents, instruments, and/or
exhibits related thereto and any and all amendments  thereto  (including any and
all pre- and post- effective  amendments to any  registration  statement) on any
form or forms for the  purpose  of  registering  Annuity  and  Variable  Annuity
products  under the  Securities  Act of 1933 and the  Investment  Company Act of
1940,  with  the  Securities  and  Exchange   Commission,   granting  unto  said
attorney-in-fact  and agent full power and  authority to do and perform each and
every act  authorized by the Power of Attorney and the  undersigned  does hereby
ratify and confirm all that said  attorney-in-fact  and agent may lawfully do or
cause to be done by virtue thereof.

     IN WITNESS WHEREOF,  the undersigned has subscribed hereunder this 13th day
of February, 1996.

                                                      __________________________
                                                            /s/Dianne B. Michael
POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that the undersigned  director of American
Skandia   Life   Assurance   Corporation,   a   Connecticut   corporation   (the
"Corporation"),  does hereby  make,  constitute  and appoint M.  Patricia  Paez,
Corporate  Secretary and Treasurer of the  Corporation,  and in her absence,  M.
Priscilla  Pannell,  Assistant  Corporate  Secretary,  as his  true  and  lawful
attorney-in-fact  and agent with all power and  authority  on his behalf to sign
his name on any and all registration statements,  documents, instruments, and/or
exhibits related thereto and any and all amendments  thereto  (including any and
all pre- and post- effective  amendments to any  registration  statement) on any
form or forms for the  purpose  of  registering  Annuity  and  Variable  Annuity
products  under the  Securities  Act of 1933 and the  Investment  Company Act of
1940,  with  the  Securities  and  Exchange   Commission,   granting  unto  said
attorney-in-fact  and agent full power and  authority to do and perform each and
every act  authorized by the Power of Attorney and the  undersigned  does hereby
ratify and confirm all that said  attorney-in-fact  and agent may lawfully do or
cause to be done by virtue thereof.

     IN WITNESS WHEREOF,  the undersigned has subscribed hereunder this 13th day
of February, 1996.

__________________________
                                                           /s/Lincoln R. Collins
POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that the undersigned  director of American
Skandia   Life   Assurance   Corporation,   a   Connecticut   corporation   (the
"Corporation"),  does hereby  make,  constitute  and appoint M.  Patricia  Paez,
Corporate  Secretary and Treasurer of the  Corporation,  and in her absence,  M.
Priscilla  Pannell,  Assistant  Corporate  Secretary,  as his  true  and  lawful
attorney-in-fact  and agent with all power and  authority  on his behalf to sign
his name on any and all registration statements,  documents, instruments, and/or
exhibits related thereto and any and all amendments  thereto  (including any and
all pre- and post- effective  amendments to any  registration  statement) on any
form or forms for the  purpose  of  registering  Annuity  and  Variable  Annuity
products  under the  Securities  Act of 1933 and the  Investment  Company Act of
1940,  with  the  Securities  and  Exchange   Commission,   granting  unto  said
attorney-in-fact  and agent full power and  authority to do and perform each and
every act  authorized by the Power of Attorney and the  undersigned  does hereby
ratify and confirm all that said  attorney-in-fact  and agent may lawfully do or
cause to be done by virtue thereof.

     IN WITNESS WHEREOF,  the undersigned has subscribed hereunder this 14th day
of February, 1996.

                                                      __________________________
                                                            /s/Nancy F. Brunetti