Filed with the Securities and Exchange Commission on February 16, 1996


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

                                    FORM S-1

            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
<TABLE>
<CAPTION>
=================================================================================================================================
            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
---------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
          <S>                                                                  <C>                     <C>    
   
          Annuity Contracts                                                    $290,000.00             $100.00
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
    

     *The prospectus  contained in this  Registration  Statement also relates to
annuity contracts which are covered by our earlier  Registration  Statement File
Number  33-59955  which we continue to sell.  The  Prospectus  contained in this
Registration  Statement  also relates to annuity  contracts no longer being sold
but for which additional Purchase Payments are accepted and which are covered by
earlier Registration Statements File Numbers 33-71110 and 33-89566.
 
     **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 the provisions of 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.
================================================================================
Wells 2

<PAGE>
            CROSS REFERENCE SHEET PURSUANT TO REGULATION S-K ITEM 501

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

1.       Forepart of the Registration Statement and                      Facing Page, Cross Reference Sheet, Outside Front
Outside Front Cover Page of Prospectus                                                                           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 the Securities to be Registered                          Investment Options, Purchasing Annuities,
Account Value and
                                                                             Surrender Value, Rights, Benefits and Services

10.      Interest of named Expert and Counsel                                                                Not applicable

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>

                                                 

                        STAGECOACH VARIABLE ANNUITY PLUS

   
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 3. Definitions  applicable to this Prospectus are on Page 5.
The  highlights  of this  offering  are  described  beginning  on  Page 7.  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 47. 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.   This
Prospectus  also  describes  a contract  no longer  offered by us under which we
continue to accept Purchase Payments (see Appendix C - Prior Contract).
    

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 the WF Money Market 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 fund or in an underlying fund that does not have distinct portfolios.
As of the  date of this  Prospectus,  the  underlying  mutual  funds  are Life &
Annuity  Trust ("LA  Trust"),  American  Skandia Trust ("the AST Trust") and The
Alger American Fund. The portfolios of LA Trust in which the Sub-accounts invest
are: (a) WF Asset Allocation,  (b) WF U.S. Government Allocation,  (c) WF Growth
and Income, and (d) WF Money Market. The portfolios of American Skandia Trust in
which the  Sub-accounts  invest  are:  (a)  JanCap  Growth,  (b) T.  Rowe  Price
International  Equity,  (c) Founders  Capital  Appreciation,  (d) INVESCO Equity
Income,  (e) PIMCO Total Return Bond,  (f) PIMCO Limited  Maturity Bond, and (g)
Berger Capital Growth. The portfolio of The Alger American Fund is Growth.

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, and, where required by law, the 30 days
prior to the 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 (see "Separate Accounts"
and "Separate Account D").
                              (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  1-800-680-8920
  Prospectus  Dated:  May 1, 1996
Statement of Additional Information Dated: May 1, 1996

WFV2-PROS-(5/96)
    

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

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

   
Purchase  Payments under these  Annuities are not deposits or obligations of, or
guaranteed or endorsed by, any bank  subsidiary of Wells Fargo Bank,  N.A.,  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.
    






<PAGE>


<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------
                                                     TABLE OF CONTENTS
---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                                                      <C>
DEFINITIONS...............................................................................................................7
HIGHLIGHTS................................................................................................................9
AVAILABLE INFORMATION....................................................................................................11
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE..........................................................................11
CONTRACT EXPENSE SUMMARY.................................................................................................11
EXPENSE EXAMPLES.........................................................................................................13
CONDENSED FINANCIAL INFORMATION..........................................................................................14
   Unit Prices And Numbers Of Units......................................................................................14
   Yields On Money Market Sub-account....................................................................................15
INVESTMENT OPTIONS.......................................................................................................15
   Variable Investment Options...........................................................................................15
   Fixed Investment Options..............................................................................................17
OPERATIONS OF THE SEPARATE ACCOUNTS......................................................................................18
   Separate Accounts.....................................................................................................18
   Separate Account B....................................................................................................18
   Separate Account D....................................................................................................19
INSURANCE ASPECTS OF THE ANNUITY.........................................................................................19
CHARGES ASSESSED OR ASSESSABLE AGAINST THE ANNUITY.......................................................................19
   Contingent Deferred Sales Charge......................................................................................20
   Tax Charges...........................................................................................................20
   Transfer Fee..........................................................................................................21
   Allocation Of Annuity Charges.........................................................................................21
CHARGES ASSESSED AGAINST THE ASSETS......................................................................................21
   Administration Charge.................................................................................................21
   Mortality and Expense Risk Charges....................................................................................21
CHARGES OF THE UNDERLYING MUTUAL FUNDS...................................................................................22
PURCHASING ANNUITIES.....................................................................................................22
   Uses Of The Annuity...................................................................................................22
   Application And Initial Payment.......................................................................................22
   Breakpoints...........................................................................................................22
   Exchange Contracts....................................................................................................23
   Auto Saver............................................................................................................25
   Periodic Purchase Payments............................................................................................25
   Right to Return the Annuity...........................................................................................25
   Allocation of Net Purchase Payments...................................................................................25
   Balanced Investment Program...........................................................................................26
   Ownership, Annuitant and Beneficiary Designations.....................................................................26
ACCOUNT VALUE AND SURRENDER VALUE........................................................................................27
   Account Value in the Sub-accounts.....................................................................................27
   Account Value of the Fixed Allocations................................................................................27
   Additional Amounts in the Fixed Allocations...........................................................................27
RIGHTS, BENEFITS AND SERVICES............................................................................................28
   Additional Purchase Payments..........................................................................................28
   Changing Revocable Designations.......................................................................................28
   Allocation Rules......................................................................................................29
   Transfers.............................................................................................................29
     Renewals............................................................................................................30
     Dollar Cost Averaging...............................................................................................30
     Rebalancing.........................................................................................................31
   Distributions.........................................................................................................31
     Surrender...........................................................................................................31
     Medically-Related Surrender.........................................................................................31
     Free Withdrawals....................................................................................................32
     Partial Withdrawals.................................................................................................32
     Systematic Withdrawals..............................................................................................33
     Minimum Distributions...............................................................................................33
     Death Benefit.......................................................................................................34
     Annuity Payments....................................................................................................34
     Qualified Plan Withdrawal Limitations...............................................................................36
   Pricing of Transfers and Distributions................................................................................36
   Voting Rights.........................................................................................................37
   Transfers, Assignments or Pledges.....................................................................................37
   Reports to You........................................................................................................37
SALE OF THE ANNUITIES....................................................................................................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.....................................................................................................39
     Distributions.......................................................................................................39
     Assignments and Pledges.............................................................................................39
     Penalty on Distributions............................................................................................40
     Annuity Payments....................................................................................................40
     Gifts...............................................................................................................40
     Tax Free Exchanges..................................................................................................40
     Transfers Between Investment Options................................................................................40
     Generation-Skipping Transfers.......................................................................................40
     Diversification.....................................................................................................41
     Federal Income Tax Withholding......................................................................................41
   Tax Considerations When Using Annuities in Conjunction with Qualified Plans...........................................41
     Individual Retirement Programs......................................................................................41
     Tax Sheltered Annuities.............................................................................................41
     Corporate Pension and Profit-sharing Plans..........................................................................41
     H.R. 10 Plans.......................................................................................................42
     Tax Treatment of Distributions from Qualified Annuities.............................................................42
     Section 457 Plans...................................................................................................42
OTHER MATTERS............................................................................................................42
   Deferral of Transactions..............................................................................................42
   Resolving Material Conflicts..........................................................................................42
   Modification..........................................................................................................42
   Misstatement of Age or Sex............................................................................................43
   Ending the Offer......................................................................................................43
   Indemnification.......................................................................................................43
   Legal Proceedings.....................................................................................................43
THE COMPANY..............................................................................................................43
   Lines of Business.....................................................................................................44
   Selected Financial Data...............................................................................................44
   Management's Discussion and Analysis of Financial Condition and Results of Operations.................................44
     Results of Operations...............................................................................................44
     Liquidity and Capital Resources.....................................................................................45
     Segment Information.................................................................................................45
   Reinsurance...........................................................................................................45
   Surplus Notes.........................................................................................................45
   Reserves..............................................................................................................45
   Competition...........................................................................................................45
   Employees.............................................................................................................45
   Regulation............................................................................................................45
   Executive Officers and Directors......................................................................................46
   Executive Compensation................................................................................................48
     Summary Compensation Table..........................................................................................48
     Long-Term Incentive Plans - Awards in the Last Fiscal Year..........................................................48
     Compensation of Directors...........................................................................................49
     Compensation Committee Interlocks and Insider Participation.........................................................49
CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION......................................................................49
FINANCIAL STATEMENTS.....................................................................................................49
APPENDIX A  FINANCIAL STATEMENTS FOR AMERICAN SKANDIA LIFE ASSURANCE CORPORATION.........................................50
APPENDIX B  SHORT DESCRIPTIONS OF THE UNDERLYING MUTUAL FUNDS' PORTFOLIO INVESTMENT OBJECTIVES AND POLICIES..............50
APPENDIX C  PRIOR CONTRACT...............................................................................................50
</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.  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  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.

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. Certain of the variable
investment options may not be available in all jurisdictions.  As of the date of
this Prospectus,  we offer thirteen Sub-accounts.  Four of the underlying mutual
fund portfolios are managed by Wells Fargo Bank,  N.A. The available  portfolios
of the LA Trust in which the  Sub-accounts  invest are as follows:  (a) WF Asset
Allocation  Fund;  (b) WF U.S.  Government  Allocation  Fund;  (c) WF Growth and
Income  Fund;  (d) WF Money  Market  Fund.  BZW  Barclays  Global Fund  Advisors
("BGFA")  serves  as  Sub-advisor  for the  Asset  Allocation  Fund and the U.S.
Government  Allocation Fund. American Skandia Investment Services,  Incorporated
("ASISI"),  formerly American Skandia Life Investment  Management,  Inc., is the
investment  manager for the AST Trust.  Currently,  ASISI  engages a sub-advisor
("Sub-advisor")  for each  portfolio.  The  Sub-advisor for each portfolio is as
follows:  (a) JanCap Growth Portfolio:  Janus Capital  Corporation;  (b) T. Rowe
Price  International  Equity  Portfolio:  T. Rowe Price  Associates,  Inc.;  (c)
Founders Capital Appreciation  Portfolio:  Founders Asset Management,  Inc.; (d)
INVESCO  Equity Income  Portfolio:  INVESCO Funds Group,  Inc.;  (e) PIMCO Total
Return Bond: Pacific Investment  Management Company;  (f) PIMCO Limited Maturity
Bond:  Pacific  Investment  Management  Company;  and (g) Berger  Capital Growth
Portfolio:  Berger  Associates,  Inc. The Growth Portfolio of The Alger American
Fund is managed by Fred Alger Management, Inc.
    

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 may also 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) Tax Charges;
(c) Transfer Fee; and (d) 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
portfolio assesses various charges,  including charges for investment management
and investment  advisory fees. These charges generally differ between portfolios
within the underlying mutual fund. You will find additional  details in the fund
prospectus and its statement of additional information.

   
         (7)  Purchasing  Annuities:  Annuities are available for multiple uses,
including as a funding vehicle for various retirement programs which qualify for
special  treatment  under  the  Code.  We  may  require  a  properly   completed
Application,  an acceptable Purchase Payment,  and any other materials under our
underwriting  rules  before we agree to issue an Annuity.  We may offer  special
programs in relation to Annuities on which we receive  large  Purchase  Payments
and/or Annuities  obtained as an exchange of a contract issued by an insurer not
affiliated with us. 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  WF  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 WF 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)  Breakpoints;  (d) Exchange
Contracts;  (e) Auto Saver; (f) Periodic Purchase Payments;  (g) Right to Return
the Annuity;  (h) Allocation of Net Purchase Payments;  (i) Balanced  Investment
Program; and (j) 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.  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,  and,  where
required  by  law,  the 30  days  prior  to the  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 Auto Saver 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  Annuity  Year are
subject to a fee. We offer  dollar cost  averaging  and  rebalancing  during the
accumulation phase. During the accumulation phase,  surrender,  free withdrawals
and partial withdrawals are available, as are medically-related surrenders under
which  the  contingent   deferred   sales  charge  is  waived  under   specified
circumstances.  In the accumulation  phase we offer Systematic  Withdrawals and,
for Annuities used in qualified  plans,  Minimum  Distributions.  We offer fixed
annuity  options,  and may offer  adjustable  annuity options that can guarantee
payments for life. In the  accumulation  phase,  a death benefit may be payable.
You may  transfer  or assign  your  Annuity  unless  such  rights are limited in
conjunction  with certain uses of the Annuity.  You may exercise  certain voting
rights  in  relation  to the  underlying  mutual  fund  portfolios  in which the
Sub-accounts invest. You have the right to receive certain reports periodically.
    

For  additional  information,  see the section  entitled  Rights,  Benefits  and
Services including the following subsections:  (a) Additional Purchase Payments;
(b) Auto Saver; (c) Changing Revocable  Designations;  (d) Allocation Rules; (e)
Transfers;  (f)  Renewals;  (g) Dollar  Cost  Averaging;  (h)  Rebalancing;  (i)
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);   (j)  Pricing  of  Transfers  and
Distributions;  (k) Voting Rights; (l) Transfers,  Assignments and Pledges;  and
(m) 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 Officer
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 this
Prospectus  and  sending it (or a written  request)  to  American  Skandia  Life
Assurance  Corporation,  Stagecoach Annuity, 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." You may obtain a
copy of the Statement of Additional  Information by filling in the coupon at the
end of this Prospectus and sending it (or a written request) to American Skandia
Life   Assurance   Corporation,    Attention:    Stagecoach   Variable   Annuity
Administration,  P.O. Box 883, Shelton, CT 06484. 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 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:   Stagecoach,   P.O.  Box  883,   Shelton,
Connecticut, 06484. Our phone number is 1-(800) 680-8920.

     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.
    



<PAGE>


<TABLE>
<CAPTION>
         Your Transaction Expenses

<S>                                                <C>                                 <C>              <C>                         
Contingent Deferred Sales Charge,                                                                       7% of each Purchase Payment,
as a percentage of Purchase Payments liquidated                                                     decreasing 1% in the third year,
                                                                                                       another 1% in the fourth year
                                                                                                        another 1% in the fifth year
                                                                                                        another 1% in the sixth year
                                                                                                      and another 1% in the 7th year
                                                                                       with none applicable as to a Purchase Payment
                                                                                                   starting in the eighth year after
                                                                                                   it was allocated to Account Value

Annual Maintenance Fee                                                                                                          None

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 Charges                                                                                                         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> 
Life & Annuity Trust
  WF Asset Allocation                                    0.60%
  WF U. S. Government Allocation                         0.60%
  WF Growth & Income                                     0.60%
  WF Money Market                                        0.45%

American Skandia Trust
  JanCap Growth                                          0.90%
  T. Rowe Price
    International Equity                                 1.00%
  Founders Capital Appreciation                          0.90%
  INVESCO Equity Income                                  0.75%
  PIMCO Total Return Bond                                0.65%
  PIMCO Limited Maturity Bond(1)                         0.65%
  Berger Capital Growth                                  0.75%

The Alger American Fund
  Growth                                                 0.75%
</TABLE>
    
       

   
(1) This portfolio commenced operation on May 1, 1995,  therefore expenses shown
are annualized.

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. There can be
no assurances  that any  reimbursement  will continue.  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 for the underlying mutual
fund portfolios.

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

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

         Examples (amounts shown are rounded to the nearest dollar)

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

<TABLE>
<CAPTION>
Sub-accounts                                                                               After:
<S>                                                               <C>             <C>               <C>             <C>    
                                                                  1 yr.           3 yrs.            5 yrs.          10 yrs.

WF Asset Allocation                                                   [TO BE UPDATED BY AMENDMENT]
WF U.S. Government Allocation
WF Growth and Income
WF Money Market
JanCap Growth
T. Rowe Price International Equity
Founders Capital Appreciation
INVESCO Equity Income
PIMCO Total Return Bond
PIMCO Limited Maturity Bond
Berger Capital Growth
AA Growth
</TABLE>



<PAGE>


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

<TABLE>
<CAPTION>
Sub-accounts                                                                               After:
<S>                                                               <C>             <C>               <C>             <C>    
                                                                  1 yr.           3 yrs.            5 yrs.          10 yrs.

WF Asset Allocation                                                   [TO BE UPDATED BY AMENDMENT]
WF U.S. Government Allocation
WF Growth and Income
WF Money Market
JanCap Growth
T. Rowe Price International Equity
Founders Capital Appreciation
INVESCO Equity Income
PIMCO Total Return Bond
PIMCO Limited Maturity Bond
Berger Capital Growth
AA Growth
</TABLE>

     CONDENSED FINANCIAL INFORMATION: The Unit Prices and number of Units in the
Sub-accounts  are shown below for all  Sub-accounts  that  commenced  operations
prior to 1995, as is yield information on the WF 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 being offered  pursuant to this Prospectus or which we offer
pursuant to certain other prospectuses that were in operation prior to 1995; 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>
                                                           WF                    WF
                                    WF                    U.S.                 Growth                    WF
                                   Asset               Government                and                   Money
                                Allocation             Allocation              Income                  Market
                                  (1994)                 (1994)                (1994)                  (1994)
                                   ----                  ------                ------                  ------

<S>                           <C>                      <C>                     <C>                    <C>  
No. of Units
  as of 12/31/95
  as of 12/31/94                 743,176                 84,609                204,067                 144,050

Unit Price
  as of 12/31/95
  as of 12/31/94                 $10.01                 $ 9.94                 $10.34                  $10.18

                                                         T. Rowe
                                                          Price               Founders                 INVESCO
                                  JanCap              International            Capital                 Equity
                                  Growth                 Equity             Appreciation               Income
                                  (1992)                 (1994)                (1994)                  (1994)
No. of Units
  as of 12/31/95
  as of 12/31/94              22,354,170               11,166,758             2,575,105               6,633,333
  as of 12/31/93              13,603,637
  as of 12/31/92               1,476,139

Unit Price
  as of 12/31/95
  as of 12/31/94                 $10.91                   $ 9.49               $10.69                   $ 9.61
  as of 12/31/93                  11.59
  as of 12/31/92                  10.51

Sub-account and the Year Sub-account Operations Commenced

                                   PIMCO                    PIMCO
                                   Total                   Limited               Berger
                                  Return                  Maturity               Capital                 AA
                                   Bond                     Bond                 Growth                Growth
                                  (1994)                   (1995)                (1994)                (1988)

No. of Units
  as of 12/31/95
  as of 12/31/94                4,577,708                                       301,267              5,614,760
  as of 12/31/93                                                                                     2,997,458
  as of 12/31/92                                                                                     1,482,037
  as of 12/31/91                                                                                       559,779
  as of 12/31/90                                                                                        82,302
  as of 12/31/89                                                                                         6,900
  as of 12/31/88                                                                                             0

Unit Price
  as of 12/31/95
  as of 12/31/94                    $9.61                                         $9.94                 $23.18
  as of 12/31/93                                                                                         23.18
  as of 12/31/92                                                                                         19.19
  as of 12/31/91                                                                                         17.32
  as of 12/31/90                                                                                         12.51
  as of 12/31/89                                                                                         12.19
  as of 12/31/88                                                                                             0
</TABLE>

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 WF 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
WF Money Market                    [    ]                             [    ]
    

     INVESTMENT  OPTIONS: We offer a range of variable and fixed options as ways
to invest your Account Value.

     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  portfolio  of the LA Trust,  the AST Trust or The Alger
American  Fund.  As of the date of this  Prospectus,  the  Sub-accounts  and the
portfolios in which they invest are as follows:



<PAGE>


<TABLE>
<CAPTION>
                  Underlying Mutual Fund: Life & Annuity Trust

<S>               <C>                                                                    <C>   
                  Sub-account                                                              Underlying Mutual Fund Portfolio

WF Asset Allocation                                                                                   Asset Allocation Fund
WF U.S. Government Allocation                                                               U.S. Government Allocation Fund
WF Growth and Income                                                                                 Growth and Income Fund
WF Money Market                                                                                           Money Market Fund

                 Underlying Mutual Fund: American Skandia Trust

                  Sub-account                                                              Underlying Mutual Fund Portfolio

JanCap Growth                                                                                                 JanCap Growth
T. Rowe Price International Equity                                                       T. Rowe Price International Equity
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
Berger Capital Growth Berger Capital Growth

                 Underlying Mutual Fund: The Alger American Fund

                  Sub-account                                                              Underlying Mutual Fund Portfolio
AA Growth                                                                                             Alger American Growth
</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, or portfolio  thereof,  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  1-800-680-8920  or writing to us at
P.O. Box 883, Attention:
Stagecoach Variable Annuity Administration, 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 will 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 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").

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 has 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 Investment  Company Act
of  1940  (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 (and,  where  required by law, 30
days prior to the 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  or  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.
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,  a charge for taxes and a transfer fee. These
charges  are  allocated  according  to our  rules.  The  transfer  charge is not
assessed if no Account Value is maintained in the  Sub-accounts at the time such
charge is payable.  However,  we make  certain  assumptions  regarding  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 the 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 -7.0%;  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 as 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 if all Purchase  Payments  were received at least 7 years
prior to the date of  either  a full  surrender  or  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  managers  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,  formerly
Skandia Life Equity Sales  Corporation;  (f) the then current spouse of any such
person noted in (b) through (e), above;  (g) parents of any such person noted in
(b)  through (f) above;  and (h) such  person's  child or other legal  dependent
under  age of 21.  No  such  group  contract  or  Annuity  is  eligible  for any
Additional  Amount due to the size of Purchase  Payments (see  "Breakpoints") or
may qualify under any Exchange Program (see "Exchange Contracts").

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.

     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 3 1/2%.  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.

     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 at amounts we believe necessary to recover
the actual costs of  administering  the Account Values  allocated to the Class 1
Sub-accounts and Separate  Account B itself.  The  administration  charge 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  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 administration  charge. We may
do so when  Annuities are sold to  individuals  or a group of  individuals  in a
manner that reduces administrative  expenses. We would consider such factors as:
(a) the size and type of group;  (b) the  number of  Annuities  purchased  by an
Owner; (c) the amount of Purchase Payments;  and/or (d) other transactions where
administration expenses are likely to be reduced.

Any  elimination  of the  administration  charge or any reduction of such charge
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 each fund  prospectus and its
statement of additional information.

     PURCHASING ANNUITIES: You may purchase an Annuity for various purposes. You
must meet our  requirements  before  we issue an  Annuity  and it takes  effect.
Certain  benefits may be available to certain classes of purchasers,  including,
but  not  limited  to,  those  who  submit  Purchase  Payments  above  specified
breakpoint  levels and those who are  exchanging  a  contract  issued by another
insurer for an  Annuity.  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 which meet the
requirements of various sections of the Code, including Sections 401 (corporate,
association,  or self-employed  individuals'  retirement plans),  Section 403(b)
(tax-sheltered annuities available to employees of certain qualifying employers)
and  Section 408  (individual  retirement  accounts  and  individual  retirement
annuities - "IRAs";  Simplified  Employee  Pensions).  We may require additional
information regarding the applicable retirement 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 Considerations".
    

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

The minimum initial  Purchase Payment we accept if the Annuity is not to be used
in connection  with a plan designed to qualify for special  treatment  under the
Code is  $10,000.  However,  if you choose  Auto  Saver,  we will accept a lower
initial  Purchase Payment  provided that the Purchase  Payments  received in the
first year total at least  $10,000.  The  minimum  initial  Purchase  Payment we
accept  if the  Annuity  is to be used in  connection  with a plan  designed  to
qualify for special treatment under the Code is $2,000.  However,  if you choose
Auto Saver, we will accept a lower initial  Purchase  Payment  provided that the
Purchase Payments received in the first year total at least $2,000.  The initial
Purchase  Payment must be paid by check or by wire  transfer.  It cannot be made
through Auto Saver.  Our Office must give you prior approval  before we accept a
Purchase  Payment that would result in the Account  Value of all  annuities  you
maintain  with us  exceeding  $500,000.  We  confirm  each  Purchase  Payment in
writing.  Multiple annuities purchased from us within the same calendar year may
be treated for tax purposes as if they were a single  annuity (see  "Certain Tax
Considerations").

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

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

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



<PAGE>


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

<S>                                                       <C>                                                     <C> 
At least $1,000,000.00 but
     less than $5,000,000.00                              Less than Age 75                                        3.00%

At least $1,000,000.00 but                                     Age 75
     less than $5,000,000.00                                  and older                                           1.50%

$5,000,000.00 or more                                     Less than Age 75                                        3.75%

$5,000,000.00 or more                                          Age 75
                                                          and older                                               2.00%
</TABLE>

However,  the value of any Additional Amounts combined with any Exchange Credits
due under any  exchange  program we offer may not exceed the  specified  maximum
percentage under such exchange program (see "Exchange Contracts").

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

Generally,  the breakpoints apply separately to each Purchase Payment.  However,
we will apply the breakpoints cumulatively if you provide us In Writing evidence
satisfactory to us that you will submit additional Purchase Payments within a 13
month period.  We require an initial  Purchase  Payment of at least  $500,000.00
before we agree to such a program  if it is  designed  to  provide a total of at
least  $1,000,000.00 of Purchase  Payments over 13 months. We require an initial
Purchase Payment of at least $2,500,000.00  before we agree to such a program if
it is designed to provide a total of at least $5,000,000.00 over 13 months.

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

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

     Exchange Contracts:  We reserve the right to offer an exchange program (the
"Exchange  Program")  available  only to  purchasers  who  exchange  an existing
contract  issued  by  another  insurance  company  not  affiliated  with  us (an
"Exchange  Contract") for an Annuity or who add, under certain  qualified plans,
to an existing  Annuity by  exchanging an Exchange  Contract.  As of the date of
this Prospectus,  where allowed by law, we were making such a program available.
However, we reserve the right to modify, suspend, or terminate it at any time or
from time to time without notice.  If such an Exchange Program is in effect,  it
will apply to all such exchanges for an Annuity.

Such a program  would be  available  only  where  permitted  by law to owners of
insurance or annuity contracts deemed not to constitute  "securities"  issued by
an investment  company.  Therefore,  while a currently owned variable annuity or
variable  life  insurance  policy may be  exchanged  for an Annuity  pursuant to
Section 1035 of the Code, or where  applicable,  may qualify for a "rollover" or
transfer to an Annuity  pursuant to certain other sections of the Code,  such an
exchange,  "rollover" or transfer of such a currently owned variable  annuity or
variable life insurance  policy subject to the 1940 Act will not qualify for any
Exchange Program being offered in relation to Annuities offered pursuant to this
Prospectus.  You should  carefully  evaluate  whether  any  particular  Exchange
Program we offer  benefits you more than if you  continue to hold your  Exchange
Contract.  Factors to consider include,  but are not limited to: (a) the amount,
if any, of the surrender charges under your Exchange Contract,  which you should
ascertain  from  your  insurance  company;  (b) the time  remaining  under  your
Exchange  Contract  during  which  surrender  charges  apply;  (c) the  on-going
charges,  if any, under your Exchange Contract versus the on-going charges under
an Annuity;  (d) the contingent deferred sales charge under an Annuity;  (e) the
amount and timing of any benefits  under such an Exchange  Program;  and (f) the
potentially  greater cost to you if the  contingent  deferred sales charge on an
Annuity or the surrender  charge on your Exchange  Contract exceeds the benefits
under  such an  Exchange  Program.  There  could be adverse  federal  income tax
consequences.   You  should  consult  with  your  tax  advisor  as  to  the  tax
consequences of such an exchange (see "Tax Free Exchanges").

Under the Exchange  Program  available as of the date of this  Prospectus we add
certain amounts to your Account Value as exchange credits ("Exchange  Credits").
Such  Exchange  Credits  are  credited by us on behalf of the Owners of Exchange
Contracts with funds from our general account. Subject to a specified limit (the
"Exchange  Credit  Limit")  discussed  below,  the  Exchange  Credits  equal the
surrender  charge  paid,  if  any,  to the  other  insurance  company  plus  the
difference,  if any,  between  the  "annuity  value" and the  "surrender  value"
attributable  to a  difference  in  interest  rates  that  have been or would be
credited  to such  values  in  annuities  typically  referred  to as "two  tier"
annuities.  Both such amounts hereafter are referred to as a "surrender charge".
Determination of whether an Exchange Contract is a "two tier" annuity qualifying
for  Exchange  Credits  is in our  sole  discretion.  A  "two-tier"  annuity  is
generally credited higher interest rates if there are no or limited  withdrawals
before  annuitization,  and a lower interest rate would apply upon surrender and
most withdrawals.

Exchange  Credits are not  included  in any  amounts  returned to you during the
"free-look" period described below.

This Exchange Program is subject to the following rules:

     (1) We do not add Exchange  Credits  unless we receive In Writing  evidence
satisfactory to us:

                  (a) of the surrender charge, if any, you paid to surrender the
Exchange  Contract  and the amount of any such charge  (you may have  particular
difficulty in obtaining  satisfactory  evidence of any surrender  charge paid to
surrender an Exchange Contract  typically  referred to as a "two tier" annuity);
and

                  (b)  that  you  acknowledge   that  you  are  aware  that  the
contingent  deferred  sales  charge  under this Annuity will be assessed in full
against  any  subsequent  surrender  or partial  withdrawal  to the extent  then
applicable.

         (2)  The  ratio  of the  Exchange  Credits  to be  added  to any  Fixed
Allocation is the ratio between such Fixed  Allocation and the Purchase  Payment
that  qualifies  for this  Exchange  Credit on the date we allocate the Purchase
Payment. Exchange Credits not added to Fixed Allocations,  if any, are allocated
pro-rata  among  the   Sub-accounts   based  on  your  Account  Values  in  such
Sub-accounts at the time we allocate the Exchange Credits.

     (3) The  Exchange  Credit is  allocated as of the later of (a), (b) or (c);
where

     (a) is the  date  the  applicable  Purchase  Payment  is  allocated  to the
investment options;

     (b) is 30 days after the Issue Date; and

     (c) is the date we receive, In Writing,  evidence satisfactory to us of the
amount of the surrender charge you paid to surrender the Exchange Contract.

For the fixed investment  options,  interest on the Exchange Credits is credited
as of the later of (a) or (b), where:

     (a) is the date the applicable Purchase Payment was allocated; and

     (b) is the date we receive, In Writing,  evidence satisfactory to us of the
amount of the surrender charge you paid to surrender the Exchange  Contract,  if
more than 30 days after the Issue Date.

   
         (4) The value of the Exchange  Credits as of the date of the allocation
to the investment  options equals the lesser of the Exchange Credit Limit or the
surrender  charge you paid to  surrender  the  Exchange  Contract.  The Exchange
Credit Limit is a  percentage  of the net amount  payable upon  surrender of the
Exchange  Contract.  The Exchange  Credit  Limit  depends on: (a) the age of the
oldest of any Owner, if the Owner is a person, or the Annuitant, if the Owner is
an entity, on the date we receive the applicable Purchase Payment at our Office;
and (b) the  amount of  proceeds  we  receive  upon  surrender  of the  Exchange
Contract ("Exchange Proceeds"). The current limits are as follows:
    



<PAGE>


<TABLE>
<CAPTION>
Age of the oldest of any Owner or the
   Annuitant when we receive the                              Exchange                                  Exchange Credit Limit
applicable Purchase Payment at our Office                     Proceeds                                    for all other uses

         <S>                                              <C>                                                    <C>               
         Under 75                                         $10,000 or more                                        5.50%
         Under 75                                         $5,000 to $9,999.99                                    2.70%
         Under 75                                         Under $5,000                                           1.80%
         75 or over                                       Under $5,000                                           0.00%
         75 or over                                       $5,000 to $9,999.99                                    0.00%
         75 or over                                       $10,000 or more                                        2.75%
</TABLE>

The Exchange Credit Limit is not based on any other Purchase Payment. We reserve
the right at any time and from time to time to increase or decrease the Exchange
Credit  Limit.  However,  the  Exchange  Credit Limit in effect at any time will
apply  to all  purchases  qualifying  for the  Exchange  Program.  Further,  any
Additional  Amounts  described  under  "Breakpoints"  combined with any Exchange
Credit due may not exceed the Exchange Credit Limit (see "Breakpoints").

         (5) The value of any Exchange  Credits is not  considered  "growth" for
purposes  of  determining  amounts  available  as a free  withdrawal  (see "Free
Withdrawal").

         (6) We do not consider  additional  amounts  credited to Account  Value
under  the  Exchange  Program  to be an  increase  in  your  "investment  in the
contract" (see "Certain Tax Considerations").

     Auto  Saver:  You may make  Purchase  Payments to your  Annuity  using Auto
Saver, but only for allocations to variable  investment  options.  However,  you
must pay at least one prior Purchase  Payment by check or wire transfer.  We may
accept an initial  Purchase  Payment  lower than our standard  minimum  Purchase
Payment  requirement of $10,000 if you also furnish Auto Saver instructions that
provide amounts that will meet a $10,000 minimum Purchase Payment requirement to
be paid  within 12 months.  For  Annuities  designed  to qualify for special tax
treatment under the Code, we may accept an initial  Purchase  Payment lower than
our standard minimum Purchase Payment  requirement of $2,000 if you also furnish
Auto Saver  instructions  that provide  amounts that will meet a $2,000  minimum
Purchase  Payment  requirement  to be  paid  within  12  months.  We may  accept
additional  Purchase Payments in an amount lower than $100, if accompanied by an
Auto Saver  authorization  form allowing monthly  Purchase  Payments of at least
$50.

   
     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  or  other  automatic  periodic
transfers  to us.  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 and less any  Additional  Amounts  added due to premium
size (see  "Breakpoints").  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").  For Annuities subject
to California  law, owners who are age 60 or older (or annuitants if the annuity
is owned by a non-natural  person) may return the Annuity  within thirty days of
receipt.  The  amount  refunded  is the  standard  refund.  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  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 WF 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 WF 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  Payment,  as well as other  Purchase  Payments  will be
allocated in accordance with the then current  requirements of any  rebalancing,
asset  allocation  or market timing  program  which you have  authorized or have
authorized an  independent  third party to use in  connection  with your Annuity
(see "Allocation Rules").

     Balanced  Investment  Program:  We offer a balanced  investment  program in
relation to your Purchase Payment if Fixed  Allocations are available under your
Annuity.  If you choose this  program,  we commit a portion of your Net Purchase
Payment 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 Payment 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 Payment is invested in the other 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 (if the Annuity is
issued as a certificate  representing interest in a group annuity contract,  the
designation  will be for a participant),  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.
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.

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

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

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

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

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

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

     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.  7 or 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.

         (10) We reserve  the right to reduce the  Additional  Amount,  when the
Additional  Amount  combined with amounts we credit under various other programs
we may offer,  such as the Exchange  Program,  exceed the Exchange  Credit Limit
(see "Exchange Contracts").

     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.  To the extent permitted
by law or  regulation,  neither  we or  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 an Auto Saver program (see "Auto  Saver"),  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 10 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
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 any 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
fund portfolios;  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 an  affected  underlying  mutual fund
portfolio or portfolios.

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

In order to help you determine  whether you wish to transfer Account Values to a
Fixed  Allocation,  you may obtain our Current Rates by writing us or calling us
at 1-800-680-8920.

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,  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, and
where required by law, the 30 days prior to 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 make 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,  and where required by law, the 30 days prior to the 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 of the first  transfer  under 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 market timing or
asset allocation 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 WF 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.

     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"  after the date as of
which such person was designated as the Annuitant  remains confined for at least
90 days in a row; or

         (2)      First diagnosed as having a "Fatal Illness".

For  contracts  issued on or after May 1, 1996,  and where  allowed by law,  the
Annuitant  must have  been  named or any  changes  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.

There is a cumulative  maximum free withdrawal amount which is determined in the
following  manner.  The maximum free withdrawal  amount is the lesser of (a) and
(b) where (a) is the  contract's  Account  Value less any  remaining  contingent
deferred  sales  charge  and (b) is the  greater of (1) and (2) where (1) is the
contract's  "growth" plus  "unliquidated"  "old" Purchase Payments and (2) is an
amount  which is 10% of the first  Purchase  Payment and is  increased by 10% of
each  subsequent  Purchase  Payment  when  it is  received  and  by  10%  of all
"unliquidated" Purchase Payments on the first day of each Annuity Year after the
first,  and is  reduced  by all  amounts  received  under  this Free  Withdrawal
provision.   "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   "Exchange   Contracts"  and
"Breakpoints").  In order to determine  future  increases in the free withdrawal
amount,  amounts are deemed to be  withdrawn  first from  "growth" and then from
"unliquidated"  "old"  Purchase  Payments.  "Unliquidated"  means not previously
surrendered  or  withdrawn.   "Old"  Purchase  Payments  are  Purchase  Payments
allocated  to  Account  Value  more  than  seven  years  prior  to  the  partial
withdrawal.  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.

     Partial  Withdrawals:  You may withdraw part of your Surrender  Value.  The
minimum partial  withdrawal amount 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 under this
provision,  we  reserve  the  right  to  treat  your  request  as one for a full
surrender.

Amounts  withdrawn  that are not in excess  of the free  withdrawal  amount  are
deemed to come first from "growth" and then from  "unliquidated"  "old" Purchase
Payments.  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.  "New" Purchase
Payments are those received in the seven (7) years prior to the date as of which
a free  withdrawal  occurs.  For  the  purpose  of  determining  the  applicable
contingent  deferred  sales  charge to be  assessed,  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 new
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 85: the death  benefit is
the greater of your Account Value in Sub-accounts  plus the Interim Value of any
Fixed Allocations,  and 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 85 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 85, 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 85 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.  Such rules may include a prohibition on  annuitization  within 1
year of the Issue Date.  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 $50.

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 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  (but not pricing) 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 concession to be paid on
premiums  received  is 7.0%.  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 ("1940 Act").

        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 fund portfolios
and upon prevailing  market conditions and the response of the underlying mutual
fund  portfolios  to such  conditions.  Actual  performance  will also depend on
changes in the expenses of the underlying  mutual fund portfolios.  Such changes
are reflected,  in turn, in the  Sub-accounts  which invests in such  underlying
mutual fund 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,  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  ConsiderationsOur  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.



<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  INFORMATIONCONTENTS 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



   
                            APPENDIX C PRIOR CONTRACT
    


<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


Short descriptions of the portfolios of the Life & Annuity Trust, the applicable
portfolios of the American  Skandia Trust and the Growth  portfolio of The Alger
American Fund are found below.

Please  refer  to the  prospectuses  of each  underlying  mutual  fund  for more
complete details on expenses,  investment policies,  and risk factors applicable
to  certain  portfolios.  Additional  underlying  mutual  fund  prospectuses  or
Statements of Additional  Information may be obtained by calling  1-800-680-8920
or  writing  to us at P.O.  Box  883,  Attention:  Stagecoach  Variable  Annuity
Administration, Shelton, Connecticut, 06484-0883.

Life & Annuity Trust

   
Asset Allocation Portfolio: The Asset Allocation Portfolio seeks a high level of
total  return,  including  net realized  and  unrealized  capital  gains and net
investment  income,  consistent  with  reasonable  risk. The Portfolio  seeks to
achieve its objective by pursuing an asset allocation strategy. This strategy is
based upon the premise that certain  asset  classes from time to time are under-
or over- valued relative to eachother by the market,  and that undervalued asset
classes  represent   relatively  better  long-term,   risk-adjusted   investment
opportunities.  Timely, low-cost shifts among common stocks, U.S. Treasury bonds
and money market instruments (as determined by their perceived relative over- or
under- valuation) can, therefore,  produce attractive investment returns.  Using
this strategy,  BZW Barclays Global Fund Advisors  ("BGFA"),  as the Portfolio's
investment  sub-adviser,  regularly  determines  the  appropriate  mix of  asset
classes and the Portfolio's  portfolio is periodically  adjusted to achieve this
mix. The Portfolio is not designed to profit from short-term market changes.

In determining the appropriate mix, BGFA uses an investment model developed over
the past 20  years,  which is also used by BGFA as a basis  for  managing  large
employee  benefit  trust  funds  and  other  institutional  accounts.  The Asset
Allocation Model,  which is proprietary to BGFA,  analyzes  extensive  financial
data from numerous  sources and recommends a portfolio  allocation  among common
stocks, U.S. Treasury bonds and money market  instruments.  As further described
in the Portfolio's  "Prospectus Appendix Additional  Investment  Policies," BGFA
bases its investment  decisions on the Asset Allocation Model's results.  At any
given time,  substantially  all of the  Portfolio's  assets may be invested in a
single asset class and the relative allocation among the asset classes may shift
significantly from time to time.

Growth and Income  Portfolio:  The  Growth  and Income  Portfolio  seeks to earn
current income and achieve long-term capital  appreciation.  It seeks to achieve
this objective by investing  primarily in common stocks and preferred stocks and
debt  securities that are  convertible  into common stocks.  Under normal market
conditions,  the  Portfolio  invests at least 65% of its total  assets in common
stocks and securities  which are convertible into common stocks and at least 65%
of its total assets in income-producing securities. Up to 10% of the Portfolio's
assets may be invested in securities of foreign  issuers.  The Growth and Income
Portfolio  invests in common  stocks of issuers that  exhibit a strong  earnings
growth trend and that are believed by Wells Fargo Bank, as  investment  adviser,
to have above  average  prospects  for future  earnings  growth.  The  Portfolio
maintains  a  portfolio  of  common  stocks  diversified  among  industries  and
companies.  The Portfolio may invest in common stocks of large companies  (i.e.,
those companies with more that $750 million in capitalization)  that Wells Fargo
Bank believes offer the potential for long-term earnings growth or above-average
dividend yield. Some investments also may be made in common stocks of medium and
smaller sized companies (i.e.,  those companies with at least $250 million,  but
less than $750 million in  capitalization ) that appear to have the potential to
generate  high  levels of  future  revenue  and  earnings  growth  and where the
investment opportunity may not be fully reflected in the price of the securities
but that may involve  greater risks than  investments in larger  companies.  The
Growth and Income  Portfolio  intends  generally  to invest less than 50% of its
assets in the securities of medium and smaller sized companies and the remainder
in securities of larger sized  companies.  However,  the actual  percentages may
vary  according  to  changes  in  market  conditions  and  the  judgment  of the
Portfolio's investment adviser of how best to achieve the Portfolio's investment
objective.  The Growth  and  Income  Portfolio  may also  invest in  convertible
securities  that provide  current  income and are issued by  companies  with the
characteristics  described  above and that  have a strong  earnings  and  credit
record.  At  most,  5% of  the  Portfolio's  net  assets  will  be  invested  in
convertible  debt securities that are either rated below the four highest rating
categories   by  one  or   more   nationally   recognized   statistical   rating
organizations,  such as Moody's  Investor  Service,  Inc.  or  Standard & Poor's
Corporation (which includes  securities also known as "junk bonds"),  or unrated
securities determined by Wells Fargo Bank to be of comparable quality.

Money Market  Portfolio:  The Money Market Portfolio seeks to provide  investors
with a high  level  of  income,  while  preserving  capital  and  liquidity,  by
investing in high-quality,  short-term  instruments.  The Portfolio only invests
its assets in U.S.  dollar-denominated,  high-quality money market  instruments,
and may  engage in certain  other  investment  activities  as  described  in the
Prospectus. Permitted investments consist of obligations of the U.S. Government,
its agencies or instrumentalities (including government-sponsored  enterprises),
obligations  of domestic and foreign  banks,  commercial  paper,  and repurchase
agreements   and  other  debt   obligations   such  as  municipal   obligations,
asset-backed  securities and securities issued by special purpose entities.  The
Portfolio also may invest in unrated instruments  determined by Wells Fargo Bank
to be of  comparable  quality to other rated  instruments  that the Portfolio is
permitted  to purchase and  otherwise  purchased in  accordance  with  Portfolio
procedures.  The Money Market Portfolio is not insured or guaranteed by the U.S.
Government.  There can be no  assurance  that a stable  net asset  value will be
maintained.  A more complete  description  of these  investments  and investment
activities  is contained in the  Portfolio's  "Prospectus  Appendix - Additional
Investment Policies" and in the Portfolio's SAI.

U.S. Government Allocation  Portfolio:  The U.S. Government Allocation Portfolio
seeks over the long term a high level of total  return,  including  net realized
and  unrealized  capital  gains  and  net  investment  income,  consistent  with
reasonable  risk.  The  Portfolio  seeks to achieve its  objective by pursuing a
strategy of allocating  and  reallocating  its  investments  among the following
three   classes   of  debt   instruments:   long-term   U.S.   Treasury   bonds,
intermediate-term  U.S. Treasury notes, and short-term money market instruments.
This  strategy is based upon the premise that those  classes of debt  securities
from  time to time  are  over- or  under-valued  relative  to each  other by the
market,  and  that  under-valued  asset  classes  represent   relatively  better
long-term  investment   opportunities.   Timely,   low-cost  shifts  among  such
securities (as determined by their perceived relative over- or  under-valuation)
can,  therefore produce  attractive  long-term  investment  returns.  Using this
strategy,  BGFA regularly  determines the appropriate mix of asset classes,  and
the Portfolio's  portfolio is  periodically  adjusted to achieve this mix. Under
normal market conditions, the Portfolio invests at least 65% of the value of its
total assets in U.S. Government obligations. In determining the appropriate mix,
BGFA, as the Portfolio's investment  sub-adviser,  uses an investment model, the
U.S.  Government  Allocation  Model,  which is also  used by BGFA as a basis for
managing large employee  benefit trust funds and other  institutional  accounts.
The model, which is proprietary to BGFA, analyzes risk, correlation and expected
return data and  recommends a portfolio  allocation  among the three  classes of
debt instruments. As further described in the Portfolio's "Prospectus Appendix -
Additional  Investment  Policies,"  BGFA bases its  investment  decisions on the
model's results. At any given time,  substantially all of the Portfolio's assets
may be invested in a single asset class,  and the relative  allocation among the
asset classes may shift  significantly  from time to time.  The Portfolio is not
designed to profit from short-term  market  changes.  The Portfolio may purchase
U.S. Treasury bonds with remaining maturities of at least 20 years. Under normal
market conditions,  the dollar-weighted  average maturity of this portion of the
Portfolio's  portfolio  is  expected  to  range  between  22 and 28  years.  The
Portfolio may purchase U.S.  Treasury notes and other U.S.  Treasury  securities
with  remaining  maturities  ranging from one to 20 years.  Under normal  market
conditions,  the  dollar-weighted  average  maturity  of  this  portion  of  the
Portfolio's  portfolio is expected to range between  three and seven years.  The
Portfolio  may purchase  short-term  money  market  instruments  with  remaining
maturities of one year or less.  The  Portfolio  also may enter into futures and
options  contracts and options on futures  contracts and make margin payments in
connection with such contracts,  invest in unrated instruments determined by the
Portfolio's  adviser  to be of  investment  quality  comparable  to other  rated
instruments that the Portfolio is permitted to purchase, and purchase securities
on a delayed delivery or when-issued basis.
    

American Skandia Trust

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

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

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 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.

   
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.
    

The Alger American Fund

   
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>

   
                           APPENDIX C - PRIOR CONTRACT

         Prior to September 1995, the Company issued a variable annuity which is
no longer being issued but under which Purchase Payments may continue to be made
("prior contract"). This annuity was marketed as the Stagecoach Variable Annuity
- "SVA" contract, and was sold during the period from May, 1994 until September,
1995.  Assets supporting the SVA contracts are maintained in Class 1 of Separate
Account B.

         The  principal  differences  between  the  contracts  offered  by  this
Prospectus - ("current  contract") - marketed as the Stagecoach Variable Annuity
Plus - "SVAP" contract,  and the prior contract relate to the investment options
available  under the  contract,  charges  made by the Company and death  benefit
provisions.

DEFINITIONS

         One of the definitions  used in the SVA contract is slightly  different
from the definitions used in SVAP contract.

The defined term of "Account  Value" used in the SVAP  prospectus is the same as
the  defined  term of "Cash  Value"  in the  former  SVA  Prospectus,  the first
sentence is replaced with the following:

         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  the
         assessment of any  applicable  contingent  deferred sales charge and/or
         any applicable maintenance fee.

Investment Options

         The variable  investment options of the SVA contract do not include the
following  Sub-accounts  offered by SVAP that invest in the following portfolios
of the underlying  mutual funds offered by SVAP: Four portfolios of the American
Skandia  Trust (the "AST Trust") (a) PIMCO Total Return Bond;  (b) PIMCO Limited
Maturity Bond; (c) AST Scudder International Bond; and (d) Berger Capital Growth
as well as the Growth  portfolio of the Alger  American  Fund. Any disclosure or
discussion about these portfolios is not applicable to the SVA contract.

Charges

         There is no maintenance fee applicable to the SVAP. The maintenance fee
for SVA is $30 or 2% of your  current  Account  Value  which  is  deducted  from
Account  Value  in the  Sub-accounts  annually  and upon  surrender.  The fee is
limited to the Account Value in the Sub-accounts as of the Valuation Period such
fee is  due.  We  assess  the  maintenance  fee to  cover  the  actual  cost  of
maintaining  the Account Values  allocated to Class 1 Sub-accounts  and Separate
Account B itself.  The maintenance fee is assessed against the Sub-accounts on a
pro-rata basis in relation to the Account  Values in each  Sub-account as of the
Valuation  Period for which we price the fee. The  representations  contained in
the Section  "Administration Charge" are also applicable to the maintenance fee.
The maintenance fee can be increased only for Annuities issued subsequent to the
effective date of such change.

Expense Examples

The Expense Examples for SVA are as follows:

                                    Examples
                (amounts shown are rounded to the nearest dollar)

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

<TABLE>
<CAPTION>
Sub-accounts                                                                               After:
<S>                                                               <C>             <C>               <C>             <C>    
                                                                  1 yr.           3 yrs.            5 yrs.          10 yrs.

WF Asset Allocation                                                    [TO BE FILED BY AMENDMENT]
WF U.S. Government Allocation
WF Growth and Income
WF Money Market
JanCap Growth
T. Rowe Price International Equity
Founders Capital Appreciation
INVESCO Equity Income
PIMCO Total Return Bond
PIMCO Limited Maturity Bond
Berger Capital Growth
AA Growth
</TABLE>

If you do not surrender your contract you would pay the following expenses
on a $1,000 investment, assuming 5% annual return on assets:

<TABLE>
<CAPTION>
Sub-accounts                                                                               After:
<S>                                                               <C>             <C>               <C>             <C>    
                                                                  1 yr.           3 yrs.            5 yrs.          10 yrs.

WF Asset Allocation                                                    [TO BE FILED BY AMENDMENT]
WF U.S. Government Allocation
WF Growth and Income
WF Money Market
JanCap Growth
T. Rowe Price International Equity
Founders Capital Appreciation
INVESCO Equity Income
PIMCO Total Return Bond
PIMCO Limited Maturity Bond
Berger Capital Growth
AA Growth
</TABLE>


Breakpoints

The percentage of the  breakpoints in SVA do not depend on the age of the oldest
of any Owner or the Annuitant.

The current breakpoints for SVA for qualifying for the Additional Units, and the
value of such Units on the Valuation Day they are allocated to the  Sub-accounts
are as follows:

<TABLE>
<CAPTION>
                                                                                Value of Additional Units
         Premium received                                                       as a percentage of premium
          <S>                                                                            <C>  
         At least $500,000 but less than $1,000,000                                      1.25%
         At least $1,000,000 but less than $5,000,000                                    3.00%
         At least $5,000,000 or more                                                     3.75%
</TABLE>

We  currently  plan to make such a program  available.  However,  we reserve the
right to modify,  suspend  or  terminate  it at any time,  or from time to time,
without notice.

Exchange Contracts:

Subparagraph  (4) under the section  entitled  "Exchange  Contracts" is replaced
with the following for SVA:

          (4) The value of the Exchange Credits as of the date of the allocation
          to the  investment  options  equals the lesser of the Exchange  Credit
          Limit or the  surrender  charge  you paid to  surrender  the  Exchange
          Contract.  The  Exchange  Credit  Limit  currently  is 5.5% of the net
          amount  payable upon  surrender of the Exchange  Contract  (except for
          Exchange Contracts which are purchased by retirement plans designed to
          qualify under Section 401 of the Code, where the Exchange Credit Limit
          is 5%), less the value of any Additional Amounts we may credit because
          of the size of your initial Purchase Payment (see  "Breakpoints").  It
          is not based on any other  Purchase  Payment.  We reserve the right at
          any time and from time to time to increase or  decrease  the  Exchange
          Credit Limit. However, the Exchange Credit Limit in effect at any time
          will apply to all purchases qualifying for the Exchange Program.

Auto Saver

The term "auto saver" used in SVAP is the same as the term "bank  drafting" used
in SVA. For SVA, the minimum initial Purchase Payment that must be met within 12
months,  when such a program is utilized,  is $1,000,  and  additional  Purchase
Payments can be as low as $50 if accompanied by Auto Saver authorization.

Additional Amounts in the Fixed Allocation

There is  currently  no  provision  regarding  "Additional  Amounts in the Fixed
Allocation" applicable to SVA.

Rebalancing Program

There is currently no "Rebalancing" available under the SVA contract.

Death Benefits

         The  amount of death  benefit  for SVA during  the  accumulation  phase
differs from SVAP as follows:

         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).  For applicable deaths occurring prior to age 85
         of the  deceased,  the death benefit is the greater of (a) or (b), less
         any remaining  contingent deferred sales charge if the deceased was age
         75 or greater at the time of death, where, (a) is your Account Value in
         any Sub-accounts plus the Interim Value of your Fixed Allocations;  and
         (b) is the minimum death benefit.  In most  jurisdictions,  the minimum
         death  benefit is the total of each Purchase  Payment  growing daily at
         the  equivalent of 5% per year starting as to each Purchase  Payment on
         the date it is allocated to the Account  Value,  less the total of each
         withdrawal,  of any type,  growing  daily at the  equivalent  of 5% per
         year,  starting as of the date of each such withdrawal.  However,  this
         minimum death benefit may not exceed 200% of (A) minus (B), where:  (A)
         is the total of all Purchase Payments received; and (B) is the total of
         all withdrawals of any type. In jurisdictions  where such minimum death
         benefit described above is not available,  the minimum death benefit is
         the total of all Purchase  Payments  received for your Annuity less the
         total  of all  withdrawals  of  any  type  from  your  Annuity.  In all
         jurisdictions,  for applicable  deaths  occurring on or after age 85 of
         the deceased, the death benefit is the Account Value less any remaining
         contingent deferred sales charge.

         The amount of the death benefit for SVA during the payout phase differs
from SVA as follows:

         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.  For Annuities
         issued  subsequent  to our  implementation  of a change to  commutation
         rights,  we do not guarantee any commutation  rights unless required by
         law. For Annuities issued prior to  implementation  of such change,  we
         will  commute any  remaining  "certain"  payments and pay a lump sum if
         elected by you or, in the absence of specific  instructions  by you, by
         the  Beneficiary.  To the extent  permitted by law, we will commute any
         "certain"  payments  pursuant to such Annuities using the same interest
         rate assumed in determining the annuity payments then due.

         In the payout phase,  we distribute  any payments due subsequent to the
         death of any  Owner  at  least  as  rapidly  as  under  the  method  of
         distribution in effect as of the date of such Owner's death.

Individual Retirement Programs and Tax Sheltered Annuities

With respect to Individual  Retirement Programs such as an individual retirement
account or individual retirement annuity ("IRA"), IRAs generally may not provide
life  insurance,  but they may  provide  a de  minimus  death  benefit.  The SVA
contract provides an increasing minimum death benefit that might be deemed to be
other than a de minimus  death  benefit,  and if so,  might be deemed to be life
insurance.  You are  particularly  cautioned  to seek  advice  from your own tax
advisor  on this  matter.  With  respect  to a tax  sheltered  annuity  ("TSA"),
Purchasers of the SVA contracts for such purposes  should seek competent  advice
as to eligibility,  limitations on permissible  amounts of Purchase Payments and
other tax consequences associated with the contracts. In particular,  purchasers
should consider that the contract provides an increasing  minimum death benefit.
It is possible that such death benefit could be  characterized  as an incidental
death benefit. If the death benefit were so characterized,  this could result in
currently  taxable income to purchasers.  In addition,  there are limitations on
the amount of incidental  death  benefits that may be provided under a TSA. Even
if the death  benefit  under the contract  were  characterized  as an incidental
death benefit,  it is unlikely to violate those limits unless the purchaser also
purchases a life insurance contract as part of his or her TSA plan.

Annuity Payments

For SVA,  there  was a change  in the  minimum  assumed  interest  rate  used in
determining  guaranteed  minimum  annuity  rates and the minimum  interest  rate
applied from the date Cash Value is applied toward annuitization until the first
annuity payment.  The Annuities first issued had a rate of 4% per year for these
purposes.  Annuities issued after regulatory  approval was obtained for a change
had a rate of 3% per year.

Performance Information

         The  calculation  of  performance  information is set forth in the SVAP
Statement of Additional  Information.  The Non-standard Total return SVA and the
Standard Total Return for SVA Sub-accounts are as follows:



                Standard Total Return                 Non-standard Total Return

WF Asset Allocation                                   [TO BE FILED BY AMENDMENT]
WF U.S. Government Allocation
WF Growth and Income
WF Money Market
JanCap Growth
T. Rowe Price International Equity
Founders Capital Appreciation
INVESCO Equity Income
PIMCO Total Return Bond
PIMCO Limited Maturity Bond
Berger Capital Growth
AA Growth
    


<PAGE>

This prospectus contains a short description of the contents
of the Statement of Additional Information. You have the right
to receive from us such Statement of Additional Information.
To do so, please complete the following, detach it and forward
it to us at:

                   American Skandia Life Assurance Corporation
                              Attention: Stagecoach
                                  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 WFV2-PROS (5/96).
    

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



        -----------------------------------------------------------------
                                (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

Issued by:                                                          Serviced by:

AMERICAN SKANDIA LIFE                                      AMERICAN SKANDIA LIFE
ASSURANCE CORPORATION                                      ASSURANCE CORPORATION
One Corporate Drive                                                 P.O. Box 883
Shelton, Connecticut 06484                            Shelton, Connecticut 06484
Telephone: 1-800-680-8920                             Telephone:  1-800-680-8920

                    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.
<PAGE>

                                     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:

<TABLE>
<CAPTION>
<S>   <C>                                                                                            <C>   
         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 Pre-Effective Amendment No. 1 to Registration Statement No. 33-59993, filed August
         24, 1995).
    

5        Opinion re legality                                                                        (included in 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 initial Registration Statement No. 33-86918, filed December 1, 1994

11 - 22                                                                                              Not applicable

   
23(a)    Consent of Deloitte & Touche LLP.                                                           [To be filed by Amendment]

23(b)    Opinion and 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  incorporated by reference
to initial Registration Statement No. 333-00941, filed February 15, 1996
    

25 - 28                                                                                              Not applicable
---------------------------------------------------------------------------------------------------------------------------
</TABLE>

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.



<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 16, 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 16, 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 16, 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 with the initial filing of Registration Statement No. 333-00941.
</FN>
</TABLE>









                                                     EXHIBITS


         Exhibit 23a       [To be filed by Amendment]

         Exhibit 23b       [To be filed by Amendment]
[{"type": "S-1", "sequence": "1", "description": "WELLS 2 PROSPECTUS", "secsgml_size_bytes": 317501}]
{"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": "333-01021", "film-number": "96522900"}, "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 16, 1996

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

                                    FORM S-1

            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  Statement File
Number  33-59955  which we continue to sell.  The  Prospectus  contained in this
Registration  Statement  also relates to annuity  contracts no longer being sold
but for which additional Purchase Payments are accepted and which are covered by
earlier Registration Statements File Numbers 33-71110 and 33-89566.
 
     **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 the provisions of 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.
================================================================================
Wells 2
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
Outside Front Cover Page of Prospectus                                                                           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 the Securities to be Registered                          Investment Options, Purchasing Annuities,
Account Value and
                                                                             Surrender Value, Rights, Benefits and Services

10.      Interest of named Expert and Counsel                                                                Not applicable

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
STAGECOACH VARIABLE ANNUITY PLUS

   
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 3. Definitions  applicable to this Prospectus are on Page 5.
The  highlights  of this  offering  are  described  beginning  on  Page 7.  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 47. 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.   This
Prospectus  also  describes  a contract  no longer  offered by us under which we
continue to accept Purchase Payments (see Appendix C - Prior Contract).
    

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 the WF Money Market 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 fund or in an underlying fund that does not have distinct portfolios.
As of the  date of this  Prospectus,  the  underlying  mutual  funds  are Life &
Annuity  Trust ("LA  Trust"),  American  Skandia Trust ("the AST Trust") and The
Alger American Fund. The portfolios of LA Trust in which the Sub-accounts invest
are: (a) WF Asset Allocation,  (b) WF U.S. Government Allocation,  (c) WF Growth
and Income, and (d) WF Money Market. The portfolios of American Skandia Trust in
which the  Sub-accounts  invest  are:  (a)  JanCap  Growth,  (b) T.  Rowe  Price
International  Equity,  (c) Founders  Capital  Appreciation,  (d) INVESCO Equity
Income,  (e) PIMCO Total Return Bond,  (f) PIMCO Limited  Maturity Bond, and (g)
Berger Capital Growth. The portfolio of The Alger American Fund is Growth.

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, and, where required by law, the 30 days
prior to the 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 (see "Separate Accounts"
and "Separate Account D").
                              (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  1-800-680-8920
  Prospectus  Dated:  May 1, 1996
Statement of Additional Information Dated: May 1, 1996

WFV2-PROS-(5/96)
    

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

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

   
Purchase  Payments under these  Annuities are not deposits or obligations of, or
guaranteed or endorsed by, any bank  subsidiary of Wells Fargo Bank,  N.A.,  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.
---------------------------------------------------------------------------------------------------------------------------
                                                     TABLE OF CONTENTS
---------------------------------------------------------------------------------------------------------------------------
DEFINITIONS...............................................................................................................7
HIGHLIGHTS................................................................................................................9
AVAILABLE INFORMATION....................................................................................................11
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE..........................................................................11
CONTRACT EXPENSE SUMMARY.................................................................................................11
EXPENSE EXAMPLES.........................................................................................................13
CONDENSED FINANCIAL INFORMATION..........................................................................................14
   Unit Prices And Numbers Of Units......................................................................................14
   Yields On Money Market Sub-account....................................................................................15
INVESTMENT OPTIONS.......................................................................................................15
   Variable Investment Options...........................................................................................15
   Fixed Investment Options..............................................................................................17
OPERATIONS OF THE SEPARATE ACCOUNTS......................................................................................18
   Separate Accounts.....................................................................................................18
   Separate Account B....................................................................................................18
   Separate Account D....................................................................................................19
INSURANCE ASPECTS OF THE ANNUITY.........................................................................................19
CHARGES ASSESSED OR ASSESSABLE AGAINST THE ANNUITY.......................................................................19
   Contingent Deferred Sales Charge......................................................................................20
   Tax Charges...........................................................................................................20
   Transfer Fee..........................................................................................................21
   Allocation Of Annuity Charges.........................................................................................21
CHARGES ASSESSED AGAINST THE ASSETS......................................................................................21
   Administration Charge.................................................................................................21
   Mortality and Expense Risk Charges....................................................................................21
CHARGES OF THE UNDERLYING MUTUAL FUNDS...................................................................................22
PURCHASING ANNUITIES.....................................................................................................22
   Uses Of The Annuity...................................................................................................22
   Application And Initial Payment.......................................................................................22
   Breakpoints...........................................................................................................22
   Exchange Contracts....................................................................................................23
   Auto Saver............................................................................................................25
   Periodic Purchase Payments............................................................................................25
   Right to Return the Annuity...........................................................................................25
   Allocation of Net Purchase Payments...................................................................................25
   Balanced Investment Program...........................................................................................26
   Ownership, Annuitant and Beneficiary Designations.....................................................................26
ACCOUNT VALUE AND SURRENDER VALUE........................................................................................27
   Account Value in the Sub-accounts.....................................................................................27
   Account Value of the Fixed Allocations................................................................................27
   Additional Amounts in the Fixed Allocations...........................................................................27
RIGHTS, BENEFITS AND SERVICES............................................................................................28
   Additional Purchase Payments..........................................................................................28
   Changing Revocable Designations.......................................................................................28
   Allocation Rules......................................................................................................29
   Transfers.............................................................................................................29
     Renewals............................................................................................................30
     Dollar Cost Averaging...............................................................................................30
     Rebalancing.........................................................................................................31
   Distributions.........................................................................................................31
     Surrender...........................................................................................................31
     Medically-Related Surrender.........................................................................................31
     Free Withdrawals....................................................................................................32
     Partial Withdrawals.................................................................................................32
     Systematic Withdrawals..............................................................................................33
     Minimum Distributions...............................................................................................33
     Death Benefit.......................................................................................................34
     Annuity Payments....................................................................................................34
     Qualified Plan Withdrawal Limitations...............................................................................36
   Pricing of Transfers and Distributions................................................................................36
   Voting Rights.........................................................................................................37
   Transfers, Assignments or Pledges.....................................................................................37
   Reports to You........................................................................................................37
SALE OF THE ANNUITIES....................................................................................................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.....................................................................................................39
     Distributions.......................................................................................................39
     Assignments and Pledges.............................................................................................39
     Penalty on Distributions............................................................................................40
     Annuity Payments....................................................................................................40
     Gifts...............................................................................................................40
     Tax Free Exchanges..................................................................................................40
     Transfers Between Investment Options................................................................................40
     Generation-Skipping Transfers.......................................................................................40
     Diversification.....................................................................................................41
     Federal Income Tax Withholding......................................................................................41
   Tax Considerations When Using Annuities in Conjunction with Qualified Plans...........................................41
     Individual Retirement Programs......................................................................................41
     Tax Sheltered Annuities.............................................................................................41
     Corporate Pension and Profit-sharing Plans..........................................................................41
     H.R. 10 Plans.......................................................................................................42
     Tax Treatment of Distributions from Qualified Annuities.............................................................42
     Section 457 Plans...................................................................................................42
OTHER MATTERS............................................................................................................42
   Deferral of Transactions..............................................................................................42
   Resolving Material Conflicts..........................................................................................42
   Modification..........................................................................................................42
   Misstatement of Age or Sex............................................................................................43
   Ending the Offer......................................................................................................43
   Indemnification.......................................................................................................43
   Legal Proceedings.....................................................................................................43
THE COMPANY..............................................................................................................43
   Lines of Business.....................................................................................................44
   Selected Financial Data...............................................................................................44
   Management's Discussion and Analysis of Financial Condition and Results of Operations.................................44
     Results of Operations...............................................................................................44
     Liquidity and Capital Resources.....................................................................................45
     Segment Information.................................................................................................45
   Reinsurance...........................................................................................................45
   Surplus Notes.........................................................................................................45
   Reserves..............................................................................................................45
   Competition...........................................................................................................45
   Employees.............................................................................................................45
   Regulation............................................................................................................45
   Executive Officers and Directors......................................................................................46
   Executive Compensation................................................................................................48
     Summary Compensation Table..........................................................................................48
     Long-Term Incentive Plans - Awards in the Last Fiscal Year..........................................................48
     Compensation of Directors...........................................................................................49
     Compensation Committee Interlocks and Insider Participation.........................................................49
CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION......................................................................49
FINANCIAL STATEMENTS.....................................................................................................49
APPENDIX A  FINANCIAL STATEMENTS FOR AMERICAN SKANDIA LIFE ASSURANCE CORPORATION.........................................50
APPENDIX B  SHORT DESCRIPTIONS OF THE UNDERLYING MUTUAL FUNDS' PORTFOLIO INVESTMENT OBJECTIVES AND POLICIES..............50
APPENDIX C  PRIOR CONTRACT...............................................................................................50
--------------------------------------------------------------------------------

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     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.  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  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.

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. Certain of the variable
investment options may not be available in all jurisdictions.  As of the date of
this Prospectus,  we offer thirteen Sub-accounts.  Four of the underlying mutual
fund portfolios are managed by Wells Fargo Bank,  N.A. The available  portfolios
of the LA Trust in which the  Sub-accounts  invest are as follows:  (a) WF Asset
Allocation  Fund;  (b) WF U.S.  Government  Allocation  Fund;  (c) WF Growth and
Income  Fund;  (d) WF Money  Market  Fund.  BZW  Barclays  Global Fund  Advisors
("BGFA")  serves  as  Sub-advisor  for the  Asset  Allocation  Fund and the U.S.
Government  Allocation Fund. American Skandia Investment Services,  Incorporated
("ASISI"),  formerly American Skandia Life Investment  Management,  Inc., is the
investment  manager for the AST Trust.  Currently,  ASISI  engages a sub-advisor
("Sub-advisor")  for each  portfolio.  The  Sub-advisor for each portfolio is as
follows:  (a) JanCap Growth Portfolio:  Janus Capital  Corporation;  (b) T. Rowe
Price  International  Equity  Portfolio:  T. Rowe Price  Associates,  Inc.;  (c)
Founders Capital Appreciation  Portfolio:  Founders Asset Management,  Inc.; (d)
INVESCO  Equity Income  Portfolio:  INVESCO Funds Group,  Inc.;  (e) PIMCO Total
Return Bond: Pacific Investment  Management Company;  (f) PIMCO Limited Maturity
Bond:  Pacific  Investment  Management  Company;  and (g) Berger  Capital Growth
Portfolio:  Berger  Associates,  Inc. The Growth Portfolio of The Alger American
Fund is managed by Fred Alger Management, Inc.
    

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 may also 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) Tax Charges;
(c) Transfer Fee; and (d) 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
portfolio assesses various charges,  including charges for investment management
and investment  advisory fees. These charges generally differ between portfolios
within the underlying mutual fund. You will find additional  details in the fund
prospectus and its statement of additional information.

   
         (7)  Purchasing  Annuities:  Annuities are available for multiple uses,
including as a funding vehicle for various retirement programs which qualify for
special  treatment  under  the  Code.  We  may  require  a  properly   completed
Application,  an acceptable Purchase Payment,  and any other materials under our
underwriting  rules  before we agree to issue an Annuity.  We may offer  special
programs in relation to Annuities on which we receive  large  Purchase  Payments
and/or Annuities  obtained as an exchange of a contract issued by an insurer not
affiliated with us. 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  WF  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 WF 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)  Breakpoints;  (d) Exchange
Contracts;  (e) Auto Saver; (f) Periodic Purchase Payments;  (g) Right to Return
the Annuity;  (h) Allocation of Net Purchase Payments;  (i) Balanced  Investment
Program; and (j) 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.  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,  and,  where
required  by  law,  the 30  days  prior  to the  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 Auto Saver 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  Annuity  Year are
subject to a fee. We offer  dollar cost  averaging  and  rebalancing  during the
accumulation phase. During the accumulation phase,  surrender,  free withdrawals
and partial withdrawals are available, as are medically-related surrenders under
which  the  contingent   deferred   sales  charge  is  waived  under   specified
circumstances.  In the accumulation  phase we offer Systematic  Withdrawals and,
for Annuities used in qualified  plans,  Minimum  Distributions.  We offer fixed
annuity  options,  and may offer  adjustable  annuity options that can guarantee
payments for life. In the  accumulation  phase,  a death benefit may be payable.
You may  transfer  or assign  your  Annuity  unless  such  rights are limited in
conjunction  with certain uses of the Annuity.  You may exercise  certain voting
rights  in  relation  to the  underlying  mutual  fund  portfolios  in which the
Sub-accounts invest. You have the right to receive certain reports periodically.
    

For  additional  information,  see the section  entitled  Rights,  Benefits  and
Services including the following subsections:  (a) Additional Purchase Payments;
(b) Auto Saver; (c) Changing Revocable  Designations;  (d) Allocation Rules; (e)
Transfers;  (f)  Renewals;  (g) Dollar  Cost  Averaging;  (h)  Rebalancing;  (i)
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);   (j)  Pricing  of  Transfers  and
Distributions;  (k) Voting Rights; (l) Transfers,  Assignments and Pledges;  and
(m) 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 Officer
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 this
Prospectus  and  sending it (or a written  request)  to  American  Skandia  Life
Assurance  Corporation,  Stagecoach Annuity, 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." You may obtain a
copy of the Statement of Additional  Information by filling in the coupon at the
end of this Prospectus and sending it (or a written request) to American Skandia
Life   Assurance   Corporation,    Attention:    Stagecoach   Variable   Annuity
Administration,  P.O. Box 883, Shelton, CT 06484. 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 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:   Stagecoach,   P.O.  Box  883,   Shelton,
Connecticut, 06484. Our phone number is 1-(800) 680-8920.

     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,                                                                       7% of each Purchase Payment,
as a percentage of Purchase Payments liquidated                                                     decreasing 1% in the third year,
                                                                                                       another 1% in the fourth year
                                                                                                        another 1% in the fifth year
                                                                                                        another 1% in the sixth year
                                                                                                      and another 1% in the 7th year
                                                                                       with none applicable as to a Purchase Payment
                                                                                                   starting in the eighth year after
                                                                                                   it was allocated to Account Value

Annual Maintenance Fee                                                                                                          None

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 Charges                                                                                                         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
Life & Annuity Trust
  WF Asset Allocation                                    0.60%
  WF U. S. Government Allocation                         0.60%
  WF Growth & Income                                     0.60%
  WF Money Market                                        0.45%

American Skandia Trust
  JanCap Growth                                          0.90%
  T. Rowe Price
    International Equity                                 1.00%
  Founders Capital Appreciation                          0.90%
  INVESCO Equity Income                                  0.75%
  PIMCO Total Return Bond                                0.65%
  PIMCO Limited Maturity Bond(1)                         0.65%
  Berger Capital Growth                                  0.75%

The Alger American Fund
  Growth                                                 0.75%
(1) This portfolio commenced operation on May 1, 1995,  therefore expenses shown
are annualized.

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. There can be
no assurances  that any  reimbursement  will continue.  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 for the underlying mutual
fund portfolios.

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

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

         Examples (amounts shown are rounded to the nearest dollar)

If you  surrender  your Annuity at the end of the  applicable  time period,  you
would pay the  following  expenses  on a $1,000  investment,  assuming 5% annual
return on assets:
Sub-accounts                                                                               After:
1 yr.           3 yrs.            5 yrs.          10 yrs.

WF Asset Allocation                                                   [TO BE UPDATED BY AMENDMENT]
WF U.S. Government Allocation
WF Growth and Income
WF Money Market
JanCap Growth
T. Rowe Price International Equity
Founders Capital Appreciation
INVESCO Equity Income
PIMCO Total Return Bond
PIMCO Limited Maturity Bond
Berger Capital Growth
AA Growth
If you do not surrender your Annuity at the end of the applicable time period or
begin taking annuity payments at such time, you would pay the following expenses
on a $1,000 investment, assuming 5% annual return on assets:
Sub-accounts                                                                               After:
1 yr.           3 yrs.            5 yrs.          10 yrs.

WF Asset Allocation                                                   [TO BE UPDATED BY AMENDMENT]
WF U.S. Government Allocation
WF Growth and Income
WF Money Market
JanCap Growth
T. Rowe Price International Equity
Founders Capital Appreciation
INVESCO Equity Income
PIMCO Total Return Bond
PIMCO Limited Maturity Bond
Berger Capital Growth
AA Growth
CONDENSED FINANCIAL INFORMATION: The Unit Prices and number of Units in the
Sub-accounts  are shown below for all  Sub-accounts  that  commenced  operations
prior to 1995, as is yield information on the WF 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 being offered  pursuant to this Prospectus or which we offer
pursuant to certain other prospectuses that were in operation prior to 1995; 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]
WF                    WF
                                    WF                    U.S.                 Growth                    WF
                                   Asset               Government                and                   Money
                                Allocation             Allocation              Income                  Market
                                  (1994)                 (1994)                (1994)                  (1994)
                                   ----                  ------                ------                  ------
No. of Units
  as of 12/31/95
  as of 12/31/94                 743,176                 84,609                204,067                 144,050

Unit Price
  as of 12/31/95
  as of 12/31/94                 $10.01                 $ 9.94                 $10.34                  $10.18

                                                         T. Rowe
                                                          Price               Founders                 INVESCO
                                  JanCap              International            Capital                 Equity
                                  Growth                 Equity             Appreciation               Income
                                  (1992)                 (1994)                (1994)                  (1994)
No. of Units
  as of 12/31/95
  as of 12/31/94              22,354,170               11,166,758             2,575,105               6,633,333
  as of 12/31/93              13,603,637
  as of 12/31/92               1,476,139

Unit Price
  as of 12/31/95
  as of 12/31/94                 $10.91                   $ 9.49               $10.69                   $ 9.61
  as of 12/31/93                  11.59
  as of 12/31/92                  10.51

Sub-account and the Year Sub-account Operations Commenced

                                   PIMCO                    PIMCO
                                   Total                   Limited               Berger
                                  Return                  Maturity               Capital                 AA
                                   Bond                     Bond                 Growth                Growth
                                  (1994)                   (1995)                (1994)                (1988)

No. of Units
  as of 12/31/95
  as of 12/31/94                4,577,708                                       301,267              5,614,760
  as of 12/31/93                                                                                     2,997,458
  as of 12/31/92                                                                                     1,482,037
  as of 12/31/91                                                                                       559,779
  as of 12/31/90                                                                                        82,302
  as of 12/31/89                                                                                         6,900
  as of 12/31/88                                                                                             0

Unit Price
  as of 12/31/95
  as of 12/31/94                    $9.61                                         $9.94                 $23.18
  as of 12/31/93                                                                                         23.18
  as of 12/31/92                                                                                         19.19
  as of 12/31/91                                                                                         17.32
  as of 12/31/90                                                                                         12.51
  as of 12/31/89                                                                                         12.19
  as of 12/31/88                                                                                             0
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 WF 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
WF Money Market                    [    ]                             [    ]
    

     INVESTMENT  OPTIONS: We offer a range of variable and fixed options as ways
to invest your Account Value.

     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  portfolio  of the LA Trust,  the AST Trust or The Alger
American  Fund.  As of the date of this  Prospectus,  the  Sub-accounts  and the
portfolios in which they invest are as follows:
Underlying Mutual Fund: Life & Annuity Trust
Sub-account                                                              Underlying Mutual Fund Portfolio

WF Asset Allocation                                                                                   Asset Allocation Fund
WF U.S. Government Allocation                                                               U.S. Government Allocation Fund
WF Growth and Income                                                                                 Growth and Income Fund
WF Money Market                                                                                           Money Market Fund

                 Underlying Mutual Fund: American Skandia Trust

                  Sub-account                                                              Underlying Mutual Fund Portfolio

JanCap Growth                                                                                                 JanCap Growth
T. Rowe Price International Equity                                                       T. Rowe Price International Equity
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
Berger Capital Growth Berger Capital Growth

                 Underlying Mutual Fund: The Alger American Fund

                  Sub-account                                                              Underlying Mutual Fund Portfolio
AA Growth                                                                                             Alger American Growth
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, or portfolio  thereof,  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  1-800-680-8920  or writing to us at
P.O. Box 883, Attention:
Stagecoach Variable Annuity Administration, 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 will 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 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").

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 has 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 Investment  Company Act
of  1940  (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 (and,  where  required by law, 30
days prior to the 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  or  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.
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,  a charge for taxes and a transfer fee. These
charges  are  allocated  according  to our  rules.  The  transfer  charge is not
assessed if no Account Value is maintained in the  Sub-accounts at the time such
charge is payable.  However,  we make  certain  assumptions  regarding  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 the 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 -7.0%;  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 as 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 if all Purchase  Payments  were received at least 7 years
prior to the date of  either  a full  surrender  or  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  managers  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,  formerly
Skandia Life Equity Sales  Corporation;  (f) the then current spouse of any such
person noted in (b) through (e), above;  (g) parents of any such person noted in
(b)  through (f) above;  and (h) such  person's  child or other legal  dependent
under  age of 21.  No  such  group  contract  or  Annuity  is  eligible  for any
Additional  Amount due to the size of Purchase  Payments (see  "Breakpoints") or
may qualify under any Exchange Program (see "Exchange Contracts").

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.

     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 3 1/2%.  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.

     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 at amounts we believe necessary to recover
the actual costs of  administering  the Account Values  allocated to the Class 1
Sub-accounts and Separate  Account B itself.  The  administration  charge 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  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 administration  charge. We may
do so when  Annuities are sold to  individuals  or a group of  individuals  in a
manner that reduces administrative  expenses. We would consider such factors as:
(a) the size and type of group;  (b) the  number of  Annuities  purchased  by an
Owner; (c) the amount of Purchase Payments;  and/or (d) other transactions where
administration expenses are likely to be reduced.

Any  elimination  of the  administration  charge or any reduction of such charge
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 each fund  prospectus and its
statement of additional information.

     PURCHASING ANNUITIES: You may purchase an Annuity for various purposes. You
must meet our  requirements  before  we issue an  Annuity  and it takes  effect.
Certain  benefits may be available to certain classes of purchasers,  including,
but  not  limited  to,  those  who  submit  Purchase  Payments  above  specified
breakpoint  levels and those who are  exchanging  a  contract  issued by another
insurer for an  Annuity.  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 which meet the
requirements of various sections of the Code, including Sections 401 (corporate,
association,  or self-employed  individuals'  retirement plans),  Section 403(b)
(tax-sheltered annuities available to employees of certain qualifying employers)
and  Section 408  (individual  retirement  accounts  and  individual  retirement
annuities - "IRAs";  Simplified  Employee  Pensions).  We may require additional
information regarding the applicable retirement 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 Considerations".
    

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

The minimum initial  Purchase Payment we accept if the Annuity is not to be used
in connection  with a plan designed to qualify for special  treatment  under the
Code is  $10,000.  However,  if you choose  Auto  Saver,  we will accept a lower
initial  Purchase Payment  provided that the Purchase  Payments  received in the
first year total at least  $10,000.  The  minimum  initial  Purchase  Payment we
accept  if the  Annuity  is to be used in  connection  with a plan  designed  to
qualify for special treatment under the Code is $2,000.  However,  if you choose
Auto Saver, we will accept a lower initial  Purchase  Payment  provided that the
Purchase Payments received in the first year total at least $2,000.  The initial
Purchase  Payment must be paid by check or by wire  transfer.  It cannot be made
through Auto Saver.  Our Office must give you prior approval  before we accept a
Purchase  Payment that would result in the Account  Value of all  annuities  you
maintain  with us  exceeding  $500,000.  We  confirm  each  Purchase  Payment in
writing.  Multiple annuities purchased from us within the same calendar year may
be treated for tax purposes as if they were a single  annuity (see  "Certain Tax
Considerations").

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

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

   
The current  breakpoints for qualifying for Additional  Amounts are shown below.
Also  shown is the value of such  Additional  Amounts  as a  percentage  of your
Purchase  Payment.  The percentage  also depends on the age of the oldest of any
Owner, if the Owners is a person,  or the Annuitant,  if the Owner is an entity,
on the date we receive the applicable Purchase Payment at our Office.
Age of the oldest of any Owner or the
                                              Annuitant when we receive the applicable             Additional Amount as a percentage
 Total Purchase Payments received                  Purchase Payment at our Office                            of the Purchase Payment
 --------------------------------                  ------------------------------                            -----------------------
At least $1,000,000.00 but
     less than $5,000,000.00                              Less than Age 75                                        3.00%

At least $1,000,000.00 but                                     Age 75
     less than $5,000,000.00                                  and older                                           1.50%

$5,000,000.00 or more                                     Less than Age 75                                        3.75%

$5,000,000.00 or more                                          Age 75
                                                          and older                                               2.00%
However,  the value of any Additional Amounts combined with any Exchange Credits
due under any  exchange  program we offer may not exceed the  specified  maximum
percentage under such exchange program (see "Exchange Contracts").

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

Generally,  the breakpoints apply separately to each Purchase Payment.  However,
we will apply the breakpoints cumulatively if you provide us In Writing evidence
satisfactory to us that you will submit additional Purchase Payments within a 13
month period.  We require an initial  Purchase  Payment of at least  $500,000.00
before we agree to such a program  if it is  designed  to  provide a total of at
least  $1,000,000.00 of Purchase  Payments over 13 months. We require an initial
Purchase Payment of at least $2,500,000.00  before we agree to such a program if
it is designed to provide a total of at least $5,000,000.00 over 13 months.

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

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

     Exchange Contracts:  We reserve the right to offer an exchange program (the
"Exchange  Program")  available  only to  purchasers  who  exchange  an existing
contract  issued  by  another  insurance  company  not  affiliated  with  us (an
"Exchange  Contract") for an Annuity or who add, under certain  qualified plans,
to an existing  Annuity by  exchanging an Exchange  Contract.  As of the date of
this Prospectus,  where allowed by law, we were making such a program available.
However, we reserve the right to modify, suspend, or terminate it at any time or
from time to time without notice.  If such an Exchange Program is in effect,  it
will apply to all such exchanges for an Annuity.

Such a program  would be  available  only  where  permitted  by law to owners of
insurance or annuity contracts deemed not to constitute  "securities"  issued by
an investment  company.  Therefore,  while a currently owned variable annuity or
variable  life  insurance  policy may be  exchanged  for an Annuity  pursuant to
Section 1035 of the Code, or where  applicable,  may qualify for a "rollover" or
transfer to an Annuity  pursuant to certain other sections of the Code,  such an
exchange,  "rollover" or transfer of such a currently owned variable  annuity or
variable life insurance  policy subject to the 1940 Act will not qualify for any
Exchange Program being offered in relation to Annuities offered pursuant to this
Prospectus.  You should  carefully  evaluate  whether  any  particular  Exchange
Program we offer  benefits you more than if you  continue to hold your  Exchange
Contract.  Factors to consider include,  but are not limited to: (a) the amount,
if any, of the surrender charges under your Exchange Contract,  which you should
ascertain  from  your  insurance  company;  (b) the time  remaining  under  your
Exchange  Contract  during  which  surrender  charges  apply;  (c) the  on-going
charges,  if any, under your Exchange Contract versus the on-going charges under
an Annuity;  (d) the contingent deferred sales charge under an Annuity;  (e) the
amount and timing of any benefits  under such an Exchange  Program;  and (f) the
potentially  greater cost to you if the  contingent  deferred sales charge on an
Annuity or the surrender  charge on your Exchange  Contract exceeds the benefits
under  such an  Exchange  Program.  There  could be adverse  federal  income tax
consequences.   You  should  consult  with  your  tax  advisor  as  to  the  tax
consequences of such an exchange (see "Tax Free Exchanges").

Under the Exchange  Program  available as of the date of this  Prospectus we add
certain amounts to your Account Value as exchange credits ("Exchange  Credits").
Such  Exchange  Credits  are  credited by us on behalf of the Owners of Exchange
Contracts with funds from our general account. Subject to a specified limit (the
"Exchange  Credit  Limit")  discussed  below,  the  Exchange  Credits  equal the
surrender  charge  paid,  if  any,  to the  other  insurance  company  plus  the
difference,  if any,  between  the  "annuity  value" and the  "surrender  value"
attributable  to a  difference  in  interest  rates  that  have been or would be
credited  to such  values  in  annuities  typically  referred  to as "two  tier"
annuities.  Both such amounts hereafter are referred to as a "surrender charge".
Determination of whether an Exchange Contract is a "two tier" annuity qualifying
for  Exchange  Credits  is in our  sole  discretion.  A  "two-tier"  annuity  is
generally credited higher interest rates if there are no or limited  withdrawals
before  annuitization,  and a lower interest rate would apply upon surrender and
most withdrawals.

Exchange  Credits are not  included  in any  amounts  returned to you during the
"free-look" period described below.

This Exchange Program is subject to the following rules:

     (1) We do not add Exchange  Credits  unless we receive In Writing  evidence
satisfactory to us:

                  (a) of the surrender charge, if any, you paid to surrender the
Exchange  Contract  and the amount of any such charge  (you may have  particular
difficulty in obtaining  satisfactory  evidence of any surrender  charge paid to
surrender an Exchange Contract  typically  referred to as a "two tier" annuity);
and

                  (b)  that  you  acknowledge   that  you  are  aware  that  the
contingent  deferred  sales  charge  under this Annuity will be assessed in full
against  any  subsequent  surrender  or partial  withdrawal  to the extent  then
applicable.

         (2)  The  ratio  of the  Exchange  Credits  to be  added  to any  Fixed
Allocation is the ratio between such Fixed  Allocation and the Purchase  Payment
that  qualifies  for this  Exchange  Credit on the date we allocate the Purchase
Payment. Exchange Credits not added to Fixed Allocations,  if any, are allocated
pro-rata  among  the   Sub-accounts   based  on  your  Account  Values  in  such
Sub-accounts at the time we allocate the Exchange Credits.

     (3) The  Exchange  Credit is  allocated as of the later of (a), (b) or (c);
where

     (a) is the  date  the  applicable  Purchase  Payment  is  allocated  to the
investment options;

     (b) is 30 days after the Issue Date; and

     (c) is the date we receive, In Writing,  evidence satisfactory to us of the
amount of the surrender charge you paid to surrender the Exchange Contract.

For the fixed investment  options,  interest on the Exchange Credits is credited
as of the later of (a) or (b), where:

     (a) is the date the applicable Purchase Payment was allocated; and

     (b) is the date we receive, In Writing,  evidence satisfactory to us of the
amount of the surrender charge you paid to surrender the Exchange  Contract,  if
more than 30 days after the Issue Date.

   
         (4) The value of the Exchange  Credits as of the date of the allocation
to the investment  options equals the lesser of the Exchange Credit Limit or the
surrender  charge you paid to  surrender  the  Exchange  Contract.  The Exchange
Credit Limit is a  percentage  of the net amount  payable upon  surrender of the
Exchange  Contract.  The Exchange  Credit  Limit  depends on: (a) the age of the
oldest of any Owner, if the Owner is a person, or the Annuitant, if the Owner is
an entity, on the date we receive the applicable Purchase Payment at our Office;
and (b) the  amount of  proceeds  we  receive  upon  surrender  of the  Exchange
Contract ("Exchange Proceeds"). The current limits are as follows:
Age of the oldest of any Owner or the
   Annuitant when we receive the                              Exchange                                  Exchange Credit Limit
applicable Purchase Payment at our Office                     Proceeds                                    for all other uses
Under 75                                         $10,000 or more                                        5.50%
         Under 75                                         $5,000 to $9,999.99                                    2.70%
         Under 75                                         Under $5,000                                           1.80%
         75 or over                                       Under $5,000                                           0.00%
         75 or over                                       $5,000 to $9,999.99                                    0.00%
         75 or over                                       $10,000 or more                                        2.75%
The Exchange Credit Limit is not based on any other Purchase Payment. We reserve
the right at any time and from time to time to increase or decrease the Exchange
Credit  Limit.  However,  the  Exchange  Credit Limit in effect at any time will
apply  to all  purchases  qualifying  for the  Exchange  Program.  Further,  any
Additional  Amounts  described  under  "Breakpoints"  combined with any Exchange
Credit due may not exceed the Exchange Credit Limit (see "Breakpoints").

         (5) The value of any Exchange  Credits is not  considered  "growth" for
purposes  of  determining  amounts  available  as a free  withdrawal  (see "Free
Withdrawal").

         (6) We do not consider  additional  amounts  credited to Account  Value
under  the  Exchange  Program  to be an  increase  in  your  "investment  in the
contract" (see "Certain Tax Considerations").

     Auto  Saver:  You may make  Purchase  Payments to your  Annuity  using Auto
Saver, but only for allocations to variable  investment  options.  However,  you
must pay at least one prior Purchase  Payment by check or wire transfer.  We may
accept an initial  Purchase  Payment  lower than our standard  minimum  Purchase
Payment  requirement of $10,000 if you also furnish Auto Saver instructions that
provide amounts that will meet a $10,000 minimum Purchase Payment requirement to
be paid  within 12 months.  For  Annuities  designed  to qualify for special tax
treatment under the Code, we may accept an initial  Purchase  Payment lower than
our standard minimum Purchase Payment  requirement of $2,000 if you also furnish
Auto Saver  instructions  that provide  amounts that will meet a $2,000  minimum
Purchase  Payment  requirement  to be  paid  within  12  months.  We may  accept
additional  Purchase Payments in an amount lower than $100, if accompanied by an
Auto Saver  authorization  form allowing monthly  Purchase  Payments of at least
$50.

   
     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  or  other  automatic  periodic
transfers  to us.  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 and less any  Additional  Amounts  added due to premium
size (see  "Breakpoints").  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").  For Annuities subject
to California  law, owners who are age 60 or older (or annuitants if the annuity
is owned by a non-natural  person) may return the Annuity  within thirty days of
receipt.  The  amount  refunded  is the  standard  refund.  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  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 WF 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 WF 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  Payment,  as well as other  Purchase  Payments  will be
allocated in accordance with the then current  requirements of any  rebalancing,
asset  allocation  or market timing  program  which you have  authorized or have
authorized an  independent  third party to use in  connection  with your Annuity
(see "Allocation Rules").

     Balanced  Investment  Program:  We offer a balanced  investment  program in
relation to your Purchase Payment if Fixed  Allocations are available under your
Annuity.  If you choose this  program,  we commit a portion of your Net Purchase
Payment 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 Payment 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 Payment is invested in the other 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 (if the Annuity is
issued as a certificate  representing interest in a group annuity contract,  the
designation  will be for a participant),  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.
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.

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

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

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

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

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

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

     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.  7 or 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.

         (10) We reserve  the right to reduce the  Additional  Amount,  when the
Additional  Amount  combined with amounts we credit under various other programs
we may offer,  such as the Exchange  Program,  exceed the Exchange  Credit Limit
(see "Exchange Contracts").

     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.  To the extent permitted
by law or  regulation,  neither  we or  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 an Auto Saver program (see "Auto  Saver"),  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 10 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
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 any 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
fund portfolios;  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 an  affected  underlying  mutual fund
portfolio or portfolios.

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

In order to help you determine  whether you wish to transfer Account Values to a
Fixed  Allocation,  you may obtain our Current Rates by writing us or calling us
at 1-800-680-8920.

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,  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, and
where required by law, the 30 days prior to 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 make 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,  and where required by law, the 30 days prior to the 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 of the first  transfer  under 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 market timing or
asset allocation 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 WF 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.

     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"  after the date as of
which such person was designated as the Annuitant  remains confined for at least
90 days in a row; or

         (2)      First diagnosed as having a "Fatal Illness".

For  contracts  issued on or after May 1, 1996,  and where  allowed by law,  the
Annuitant  must have  been  named or any  changes  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.

There is a cumulative  maximum free withdrawal amount which is determined in the
following  manner.  The maximum free withdrawal  amount is the lesser of (a) and
(b) where (a) is the  contract's  Account  Value less any  remaining  contingent
deferred  sales  charge  and (b) is the  greater of (1) and (2) where (1) is the
contract's  "growth" plus  "unliquidated"  "old" Purchase Payments and (2) is an
amount  which is 10% of the first  Purchase  Payment and is  increased by 10% of
each  subsequent  Purchase  Payment  when  it is  received  and  by  10%  of all
"unliquidated" Purchase Payments on the first day of each Annuity Year after the
first,  and is  reduced  by all  amounts  received  under  this Free  Withdrawal
provision.   "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   "Exchange   Contracts"  and
"Breakpoints").  In order to determine  future  increases in the free withdrawal
amount,  amounts are deemed to be  withdrawn  first from  "growth" and then from
"unliquidated"  "old"  Purchase  Payments.  "Unliquidated"  means not previously
surrendered  or  withdrawn.   "Old"  Purchase  Payments  are  Purchase  Payments
allocated  to  Account  Value  more  than  seven  years  prior  to  the  partial
withdrawal.  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.

     Partial  Withdrawals:  You may withdraw part of your Surrender  Value.  The
minimum partial  withdrawal amount 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 under this
provision,  we  reserve  the  right  to  treat  your  request  as one for a full
surrender.

Amounts  withdrawn  that are not in excess  of the free  withdrawal  amount  are
deemed to come first from "growth" and then from  "unliquidated"  "old" Purchase
Payments.  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.  "New" Purchase
Payments are those received in the seven (7) years prior to the date as of which
a free  withdrawal  occurs.  For  the  purpose  of  determining  the  applicable
contingent  deferred  sales  charge to be  assessed,  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 new
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 85: the death  benefit is
the greater of your Account Value in Sub-accounts  plus the Interim Value of any
Fixed Allocations,  and 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 85 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 85, 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 85 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.  Such rules may include a prohibition on  annuitization  within 1
year of the Issue Date.  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 $50.

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 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  (but not pricing) 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 concession to be paid on
premiums  received  is 7.0%.  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 ("1940 Act").

        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 fund portfolios
and upon prevailing  market conditions and the response of the underlying mutual
fund  portfolios  to such  conditions.  Actual  performance  will also depend on
changes in the expenses of the underlying  mutual fund portfolios.  Such changes
are reflected,  in turn, in the  Sub-accounts  which invests in such  underlying
mutual fund 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,  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  ConsiderationsOur  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  INFORMATIONCONTENTS 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 C PRIOR CONTRACT
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

Short descriptions of the portfolios of the Life & Annuity Trust, the applicable
portfolios of the American  Skandia Trust and the Growth  portfolio of The Alger
American Fund are found below.

Please  refer  to the  prospectuses  of each  underlying  mutual  fund  for more
complete details on expenses,  investment policies,  and risk factors applicable
to  certain  portfolios.  Additional  underlying  mutual  fund  prospectuses  or
Statements of Additional  Information may be obtained by calling  1-800-680-8920
or  writing  to us at P.O.  Box  883,  Attention:  Stagecoach  Variable  Annuity
Administration, Shelton, Connecticut, 06484-0883.

Life & Annuity Trust

   
Asset Allocation Portfolio: The Asset Allocation Portfolio seeks a high level of
total  return,  including  net realized  and  unrealized  capital  gains and net
investment  income,  consistent  with  reasonable  risk. The Portfolio  seeks to
achieve its objective by pursuing an asset allocation strategy. This strategy is
based upon the premise that certain  asset  classes from time to time are under-
or over- valued relative to eachother by the market,  and that undervalued asset
classes  represent   relatively  better  long-term,   risk-adjusted   investment
opportunities.  Timely, low-cost shifts among common stocks, U.S. Treasury bonds
and money market instruments (as determined by their perceived relative over- or
under- valuation) can, therefore,  produce attractive investment returns.  Using
this strategy,  BZW Barclays Global Fund Advisors  ("BGFA"),  as the Portfolio's
investment  sub-adviser,  regularly  determines  the  appropriate  mix of  asset
classes and the Portfolio's  portfolio is periodically  adjusted to achieve this
mix. The Portfolio is not designed to profit from short-term market changes.

In determining the appropriate mix, BGFA uses an investment model developed over
the past 20  years,  which is also used by BGFA as a basis  for  managing  large
employee  benefit  trust  funds  and  other  institutional  accounts.  The Asset
Allocation Model,  which is proprietary to BGFA,  analyzes  extensive  financial
data from numerous  sources and recommends a portfolio  allocation  among common
stocks, U.S. Treasury bonds and money market  instruments.  As further described
in the Portfolio's  "Prospectus Appendix Additional  Investment  Policies," BGFA
bases its investment  decisions on the Asset Allocation Model's results.  At any
given time,  substantially  all of the  Portfolio's  assets may be invested in a
single asset class and the relative allocation among the asset classes may shift
significantly from time to time.

Growth and Income  Portfolio:  The  Growth  and Income  Portfolio  seeks to earn
current income and achieve long-term capital  appreciation.  It seeks to achieve
this objective by investing  primarily in common stocks and preferred stocks and
debt  securities that are  convertible  into common stocks.  Under normal market
conditions,  the  Portfolio  invests at least 65% of its total  assets in common
stocks and securities  which are convertible into common stocks and at least 65%
of its total assets in income-producing securities. Up to 10% of the Portfolio's
assets may be invested in securities of foreign  issuers.  The Growth and Income
Portfolio  invests in common  stocks of issuers that  exhibit a strong  earnings
growth trend and that are believed by Wells Fargo Bank, as  investment  adviser,
to have above  average  prospects  for future  earnings  growth.  The  Portfolio
maintains  a  portfolio  of  common  stocks  diversified  among  industries  and
companies.  The Portfolio may invest in common stocks of large companies  (i.e.,
those companies with more that $750 million in capitalization)  that Wells Fargo
Bank believes offer the potential for long-term earnings growth or above-average
dividend yield. Some investments also may be made in common stocks of medium and
smaller sized companies (i.e.,  those companies with at least $250 million,  but
less than $750 million in  capitalization ) that appear to have the potential to
generate  high  levels of  future  revenue  and  earnings  growth  and where the
investment opportunity may not be fully reflected in the price of the securities
but that may involve  greater risks than  investments in larger  companies.  The
Growth and Income  Portfolio  intends  generally  to invest less than 50% of its
assets in the securities of medium and smaller sized companies and the remainder
in securities of larger sized  companies.  However,  the actual  percentages may
vary  according  to  changes  in  market  conditions  and  the  judgment  of the
Portfolio's investment adviser of how best to achieve the Portfolio's investment
objective.  The Growth  and  Income  Portfolio  may also  invest in  convertible
securities  that provide  current  income and are issued by  companies  with the
characteristics  described  above and that  have a strong  earnings  and  credit
record.  At  most,  5% of  the  Portfolio's  net  assets  will  be  invested  in
convertible  debt securities that are either rated below the four highest rating
categories   by  one  or   more   nationally   recognized   statistical   rating
organizations,  such as Moody's  Investor  Service,  Inc.  or  Standard & Poor's
Corporation (which includes  securities also known as "junk bonds"),  or unrated
securities determined by Wells Fargo Bank to be of comparable quality.

Money Market  Portfolio:  The Money Market Portfolio seeks to provide  investors
with a high  level  of  income,  while  preserving  capital  and  liquidity,  by
investing in high-quality,  short-term  instruments.  The Portfolio only invests
its assets in U.S.  dollar-denominated,  high-quality money market  instruments,
and may  engage in certain  other  investment  activities  as  described  in the
Prospectus. Permitted investments consist of obligations of the U.S. Government,
its agencies or instrumentalities (including government-sponsored  enterprises),
obligations  of domestic and foreign  banks,  commercial  paper,  and repurchase
agreements   and  other  debt   obligations   such  as  municipal   obligations,
asset-backed  securities and securities issued by special purpose entities.  The
Portfolio also may invest in unrated instruments  determined by Wells Fargo Bank
to be of  comparable  quality to other rated  instruments  that the Portfolio is
permitted  to purchase and  otherwise  purchased in  accordance  with  Portfolio
procedures.  The Money Market Portfolio is not insured or guaranteed by the U.S.
Government.  There can be no  assurance  that a stable  net asset  value will be
maintained.  A more complete  description  of these  investments  and investment
activities  is contained in the  Portfolio's  "Prospectus  Appendix - Additional
Investment Policies" and in the Portfolio's SAI.

U.S. Government Allocation  Portfolio:  The U.S. Government Allocation Portfolio
seeks over the long term a high level of total  return,  including  net realized
and  unrealized  capital  gains  and  net  investment  income,  consistent  with
reasonable  risk.  The  Portfolio  seeks to achieve its  objective by pursuing a
strategy of allocating  and  reallocating  its  investments  among the following
three   classes   of  debt   instruments:   long-term   U.S.   Treasury   bonds,
intermediate-term  U.S. Treasury notes, and short-term money market instruments.
This  strategy is based upon the premise that those  classes of debt  securities
from  time to time  are  over- or  under-valued  relative  to each  other by the
market,  and  that  under-valued  asset  classes  represent   relatively  better
long-term  investment   opportunities.   Timely,   low-cost  shifts  among  such
securities (as determined by their perceived relative over- or  under-valuation)
can,  therefore produce  attractive  long-term  investment  returns.  Using this
strategy,  BGFA regularly  determines the appropriate mix of asset classes,  and
the Portfolio's  portfolio is  periodically  adjusted to achieve this mix. Under
normal market conditions, the Portfolio invests at least 65% of the value of its
total assets in U.S. Government obligations. In determining the appropriate mix,
BGFA, as the Portfolio's investment  sub-adviser,  uses an investment model, the
U.S.  Government  Allocation  Model,  which is also  used by BGFA as a basis for
managing large employee  benefit trust funds and other  institutional  accounts.
The model, which is proprietary to BGFA, analyzes risk, correlation and expected
return data and  recommends a portfolio  allocation  among the three  classes of
debt instruments. As further described in the Portfolio's "Prospectus Appendix -
Additional  Investment  Policies,"  BGFA bases its  investment  decisions on the
model's results. At any given time,  substantially all of the Portfolio's assets
may be invested in a single asset class,  and the relative  allocation among the
asset classes may shift  significantly  from time to time.  The Portfolio is not
designed to profit from short-term  market  changes.  The Portfolio may purchase
U.S. Treasury bonds with remaining maturities of at least 20 years. Under normal
market conditions,  the dollar-weighted  average maturity of this portion of the
Portfolio's  portfolio  is  expected  to  range  between  22 and 28  years.  The
Portfolio may purchase U.S.  Treasury notes and other U.S.  Treasury  securities
with  remaining  maturities  ranging from one to 20 years.  Under normal  market
conditions,  the  dollar-weighted  average  maturity  of  this  portion  of  the
Portfolio's  portfolio is expected to range between  three and seven years.  The
Portfolio  may purchase  short-term  money  market  instruments  with  remaining
maturities of one year or less.  The  Portfolio  also may enter into futures and
options  contracts and options on futures  contracts and make margin payments in
connection with such contracts,  invest in unrated instruments determined by the
Portfolio's  adviser  to be of  investment  quality  comparable  to other  rated
instruments that the Portfolio is permitted to purchase, and purchase securities
on a delayed delivery or when-issued basis.
    

American Skandia Trust

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

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

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 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.

   
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.
    

The Alger American Fund

   
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.
APPENDIX C - PRIOR CONTRACT

         Prior to September 1995, the Company issued a variable annuity which is
no longer being issued but under which Purchase Payments may continue to be made
("prior contract"). This annuity was marketed as the Stagecoach Variable Annuity
- "SVA" contract, and was sold during the period from May, 1994 until September,
1995.  Assets supporting the SVA contracts are maintained in Class 1 of Separate
Account B.

         The  principal  differences  between  the  contracts  offered  by  this
Prospectus - ("current  contract") - marketed as the Stagecoach Variable Annuity
Plus - "SVAP" contract,  and the prior contract relate to the investment options
available  under the  contract,  charges  made by the Company and death  benefit
provisions.

DEFINITIONS

         One of the definitions  used in the SVA contract is slightly  different
from the definitions used in SVAP contract.

The defined term of "Account  Value" used in the SVAP  prospectus is the same as
the  defined  term of "Cash  Value"  in the  former  SVA  Prospectus,  the first
sentence is replaced with the following:

         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  the
         assessment of any  applicable  contingent  deferred sales charge and/or
         any applicable maintenance fee.

Investment Options

         The variable  investment options of the SVA contract do not include the
following  Sub-accounts  offered by SVAP that invest in the following portfolios
of the underlying  mutual funds offered by SVAP: Four portfolios of the American
Skandia  Trust (the "AST Trust") (a) PIMCO Total Return Bond;  (b) PIMCO Limited
Maturity Bond; (c) AST Scudder International Bond; and (d) Berger Capital Growth
as well as the Growth  portfolio of the Alger  American  Fund. Any disclosure or
discussion about these portfolios is not applicable to the SVA contract.

Charges

         There is no maintenance fee applicable to the SVAP. The maintenance fee
for SVA is $30 or 2% of your  current  Account  Value  which  is  deducted  from
Account  Value  in the  Sub-accounts  annually  and upon  surrender.  The fee is
limited to the Account Value in the Sub-accounts as of the Valuation Period such
fee is  due.  We  assess  the  maintenance  fee to  cover  the  actual  cost  of
maintaining  the Account Values  allocated to Class 1 Sub-accounts  and Separate
Account B itself.  The maintenance fee is assessed against the Sub-accounts on a
pro-rata basis in relation to the Account  Values in each  Sub-account as of the
Valuation  Period for which we price the fee. The  representations  contained in
the Section  "Administration Charge" are also applicable to the maintenance fee.
The maintenance fee can be increased only for Annuities issued subsequent to the
effective date of such change.

Expense Examples

The Expense Examples for SVA are as follows:

                                    Examples
                (amounts shown are rounded to the nearest dollar)

If you surrender  your contract at the end of the  applicable  time period,  you
would pay the  following  expenses  on a $1,000  investment,  assuming 5% annual
return on assets:
Sub-accounts                                                                               After:
1 yr.           3 yrs.            5 yrs.          10 yrs.

WF Asset Allocation                                                    [TO BE FILED BY AMENDMENT]
WF U.S. Government Allocation
WF Growth and Income
WF Money Market
JanCap Growth
T. Rowe Price International Equity
Founders Capital Appreciation
INVESCO Equity Income
PIMCO Total Return Bond
PIMCO Limited Maturity Bond
Berger Capital Growth
AA Growth
If you do not surrender your contract you would pay the following expenses
on a $1,000 investment, assuming 5% annual return on assets:
Sub-accounts                                                                               After:
1 yr.           3 yrs.            5 yrs.          10 yrs.

WF Asset Allocation                                                    [TO BE FILED BY AMENDMENT]
WF U.S. Government Allocation
WF Growth and Income
WF Money Market
JanCap Growth
T. Rowe Price International Equity
Founders Capital Appreciation
INVESCO Equity Income
PIMCO Total Return Bond
PIMCO Limited Maturity Bond
Berger Capital Growth
AA Growth
Breakpoints

The percentage of the  breakpoints in SVA do not depend on the age of the oldest
of any Owner or the Annuitant.

The current breakpoints for SVA for qualifying for the Additional Units, and the
value of such Units on the Valuation Day they are allocated to the  Sub-accounts
are as follows:
Value of Additional Units
         Premium received                                                       as a percentage of premium
At least $500,000 but less than $1,000,000                                      1.25%
         At least $1,000,000 but less than $5,000,000                                    3.00%
         At least $5,000,000 or more                                                     3.75%
We  currently  plan to make such a program  available.  However,  we reserve the
right to modify,  suspend  or  terminate  it at any time,  or from time to time,
without notice.

Exchange Contracts:

Subparagraph  (4) under the section  entitled  "Exchange  Contracts" is replaced
with the following for SVA:

          (4) The value of the Exchange Credits as of the date of the allocation
          to the  investment  options  equals the lesser of the Exchange  Credit
          Limit or the  surrender  charge  you paid to  surrender  the  Exchange
          Contract.  The  Exchange  Credit  Limit  currently  is 5.5% of the net
          amount  payable upon  surrender of the Exchange  Contract  (except for
          Exchange Contracts which are purchased by retirement plans designed to
          qualify under Section 401 of the Code, where the Exchange Credit Limit
          is 5%), less the value of any Additional Amounts we may credit because
          of the size of your initial Purchase Payment (see  "Breakpoints").  It
          is not based on any other  Purchase  Payment.  We reserve the right at
          any time and from time to time to increase or  decrease  the  Exchange
          Credit Limit. However, the Exchange Credit Limit in effect at any time
          will apply to all purchases qualifying for the Exchange Program.

Auto Saver

The term "auto saver" used in SVAP is the same as the term "bank  drafting" used
in SVA. For SVA, the minimum initial Purchase Payment that must be met within 12
months,  when such a program is utilized,  is $1,000,  and  additional  Purchase
Payments can be as low as $50 if accompanied by Auto Saver authorization.

Additional Amounts in the Fixed Allocation

There is  currently  no  provision  regarding  "Additional  Amounts in the Fixed
Allocation" applicable to SVA.

Rebalancing Program

There is currently no "Rebalancing" available under the SVA contract.

Death Benefits

         The  amount of death  benefit  for SVA during  the  accumulation  phase
differs from SVAP as follows:

         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).  For applicable deaths occurring prior to age 85
         of the  deceased,  the death benefit is the greater of (a) or (b), less
         any remaining  contingent deferred sales charge if the deceased was age
         75 or greater at the time of death, where, (a) is your Account Value in
         any Sub-accounts plus the Interim Value of your Fixed Allocations;  and
         (b) is the minimum death benefit.  In most  jurisdictions,  the minimum
         death  benefit is the total of each Purchase  Payment  growing daily at
         the  equivalent of 5% per year starting as to each Purchase  Payment on
         the date it is allocated to the Account  Value,  less the total of each
         withdrawal,  of any type,  growing  daily at the  equivalent  of 5% per
         year,  starting as of the date of each such withdrawal.  However,  this
         minimum death benefit may not exceed 200% of (A) minus (B), where:  (A)
         is the total of all Purchase Payments received; and (B) is the total of
         all withdrawals of any type. In jurisdictions  where such minimum death
         benefit described above is not available,  the minimum death benefit is
         the total of all Purchase  Payments  received for your Annuity less the
         total  of all  withdrawals  of  any  type  from  your  Annuity.  In all
         jurisdictions,  for applicable  deaths  occurring on or after age 85 of
         the deceased, the death benefit is the Account Value less any remaining
         contingent deferred sales charge.

         The amount of the death benefit for SVA during the payout phase differs
from SVA as follows:

         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.  For Annuities
         issued  subsequent  to our  implementation  of a change to  commutation
         rights,  we do not guarantee any commutation  rights unless required by
         law. For Annuities issued prior to  implementation  of such change,  we
         will  commute any  remaining  "certain"  payments and pay a lump sum if
         elected by you or, in the absence of specific  instructions  by you, by
         the  Beneficiary.  To the extent  permitted by law, we will commute any
         "certain"  payments  pursuant to such Annuities using the same interest
         rate assumed in determining the annuity payments then due.

         In the payout phase,  we distribute  any payments due subsequent to the
         death of any  Owner  at  least  as  rapidly  as  under  the  method  of
         distribution in effect as of the date of such Owner's death.

Individual Retirement Programs and Tax Sheltered Annuities

With respect to Individual  Retirement Programs such as an individual retirement
account or individual retirement annuity ("IRA"), IRAs generally may not provide
life  insurance,  but they may  provide  a de  minimus  death  benefit.  The SVA
contract provides an increasing minimum death benefit that might be deemed to be
other than a de minimus  death  benefit,  and if so,  might be deemed to be life
insurance.  You are  particularly  cautioned  to seek  advice  from your own tax
advisor  on this  matter.  With  respect  to a tax  sheltered  annuity  ("TSA"),
Purchasers of the SVA contracts for such purposes  should seek competent  advice
as to eligibility,  limitations on permissible  amounts of Purchase Payments and
other tax consequences associated with the contracts. In particular,  purchasers
should consider that the contract provides an increasing  minimum death benefit.
It is possible that such death benefit could be  characterized  as an incidental
death benefit. If the death benefit were so characterized,  this could result in
currently  taxable income to purchasers.  In addition,  there are limitations on
the amount of incidental  death  benefits that may be provided under a TSA. Even
if the death  benefit  under the contract  were  characterized  as an incidental
death benefit,  it is unlikely to violate those limits unless the purchaser also
purchases a life insurance contract as part of his or her TSA plan.

Annuity Payments

For SVA,  there  was a change  in the  minimum  assumed  interest  rate  used in
determining  guaranteed  minimum  annuity  rates and the minimum  interest  rate
applied from the date Cash Value is applied toward annuitization until the first
annuity payment.  The Annuities first issued had a rate of 4% per year for these
purposes.  Annuities issued after regulatory  approval was obtained for a change
had a rate of 3% per year.

Performance Information

         The  calculation  of  performance  information is set forth in the SVAP
Statement of Additional  Information.  The Non-standard Total return SVA and the
Standard Total Return for SVA Sub-accounts are as follows:

                Standard Total Return                 Non-standard Total Return

WF Asset Allocation                                   [TO BE FILED BY AMENDMENT]
WF U.S. Government Allocation
WF Growth and Income
WF Money Market
JanCap Growth
T. Rowe Price International Equity
Founders Capital Appreciation
INVESCO Equity Income
PIMCO Total Return Bond
PIMCO Limited Maturity Bond
Berger Capital Growth
AA Growth
This prospectus contains a short description of the contents
of the Statement of Additional Information. You have the right
to receive from us such Statement of Additional Information.
To do so, please complete the following, detach it and forward
it to us at:

                   American Skandia Life Assurance Corporation
                              Attention: Stagecoach
                                  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 WFV2-PROS (5/96).
    

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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 by:

AMERICAN SKANDIA LIFE                                      AMERICAN SKANDIA LIFE
ASSURANCE CORPORATION                                      ASSURANCE CORPORATION
One Corporate Drive                                                 P.O. Box 883
Shelton, Connecticut 06484                            Shelton, Connecticut 06484
Telephone: 1-800-680-8920                             Telephone:  1-800-680-8920

                    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.
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 Pre-Effective Amendment No. 1 to Registration Statement No. 33-59993, filed August
         24, 1995).
    

5        Opinion re legality                                                                        (included in 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 initial Registration Statement No. 33-86918, filed December 1, 1994

11 - 22                                                                                              Not applicable

   
23(a)    Consent of Deloitte & Touche LLP.                                                           [To be filed by Amendment]

23(b)    Opinion and 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  incorporated by reference
to initial Registration Statement No. 333-00941, filed February 15, 1996
    

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 16, 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 16, 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 16, 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 with the initial filing of Registration Statement No. 333-00941.
EXHIBITS

         Exhibit 23a       [To be filed by Amendment]

         Exhibit 23b       [To be filed by Amendment]