Supplement to Prospectus Dated May 1, 1996

                        Supplement dated October 15, 1996

         The  following  changes  were  approved  by a vote of  shareholders  on
October 11, 1996  regarding  the following  portfolios  of the American  Skandia
Trust  ("AST"),  one of the  underlying  mutual funds whose  portfolios are made
available as variable investment options under your Annuity:

     I.  Changes  in the  AST  Phoenix  Balanced  Asset  Portfolio:  Reappointed
American Skandia Investment Services, Incorporated (the "Manager") as investment
manager;  increased the  investment  management  fee on average daily net assets
over  $75  million;  appointed  Putnam  Investment  Management,   Inc.  ("Putnam
Management") as new portfolio  subadviser;  changed the  portfolio's  investment
objective  and  certain  fundamental  investment  restrictions;  and changed the
portfolio's  name to the "AST  Putnam  Balanced  Portfolio."  The "Total  Annual
Expenses without any applicable  reimbursement" for this portfolio will increase
from 0.94% to 0.99%,  resulting in a corresponding increase of approximately $1,
$2, $3, and $6 per $1000  investment in the 1, 3, 5 and 10 year Expense Examples
for the portfolio.

     II.  Changes in the  Seligman  Henderson  International  Equity  Portfolio:
Reappointed the Manager as investment  manager;  appointed Putnam  Management as
new  portfolio  subadviser;  changed the  portfolio's  investment  objective and
certain fundamental investment restrictions; and changed the portfolio's name to
the "AST Putnam International Equity Portfolio."

     III. Changes in the Seligman Henderson  International  Small Cap Portfolio:
Reappointed  the  Manager  as  investment  manager;   appointed  Founders  Asset
Management, Inc. as new portfolio subadviser; changed the portfolio's investment
objective  and  certain  fundamental  investment  restrictions;  and changed the
portfolio's name to the "Founders Passport Portfolio."

The above changes are described more fully in the October 15, 1996 Supplement to
the May 1, 1996 AST  Prospectus,  which is  available  upon  request  by calling
1-800-SKANDIA.

The name of the AST Phoenix  Balanced Asset,  Seligman  Henderson  International
Equity and Seligman Henderson  International  Small Cap Sub-accounts are changed
to "AST Putnam  Balanced,"  "AST Putnam  International  Equity,"  and  "Founders
Passport" Sub-accounts, respectively.

The following  short  descriptions  of the AST Putnam  Balanced  Portfolio,  AST
Putnam  International  Equity Portfolio and Founders Passport  Portfolio replace
the short  descriptions of the AST Phoenix  Balanced Asset  Portfolio,  Seligman
Henderson   International   Equity   Portfolio   and  the   Seligman   Henderson
International Small Cap Portfolio contained in an Appendix to the Prospectus:

AST  Putnam  Balanced  Portfolio:  The  investment  objective  of the AST Putnam
Balanced  Portfolio  is  to  provide  a  balanced   investment   composed  of  a
well-diversified  portfolio  of stocks and bonds which will produce both capital
growth and current income. In seeking its objective, the Portfolio may invest in
almost any type of security or negotiable  instrument,  including  cash or money
market  instruments.  The  Portfolio's  portfolio  will include some  securities
selected  primarily  to provide  for capital  protection,  others  selected  for
dependable income and still others for growth in value. The proportion  invested
in each type of security is not fixed,  although  ordinarily no more than 75% of
the Portfolio's  assets consist of common stocks and that portion of convertible
securities  attributable to conversion  rights.  The Portfolio may, however,  at
times invest more than 75% of its assets in such  securities if the  Sub-advisor
determines that unusual market or economic  conditions make it appropriate to do
so.  At least  25% of the  value of the  Portfolio's  assets  will  normally  be
invested in fixed income  securities.  The Portfolio may invest up to 20% of its
assets in equity  securities  principally  traded in foreign markets or in fixed
income  securities  denominated  in foreign  currencies.  The Portfolio may also
purchase Eurodollar certificates of deposit without regard to the 20% limit. The
Portfolio may invest in securities  principally  traded in, or issued by issuers
located in, underdeveloped and developing nations,  which are sometimes referred
to as "emerging markets" which may entail special risks.

The Portfolio may buy or sell foreign  currencies and foreign  currency  forward
contracts for hedging purposes in connection with its foreign  investments.  The
Portfolio  may  invest  in  both   higher-rated  and  lower-rated   fixed-income
securities. The Portfolio will not




ASAP2/ASAP/ASL/AX/AC/AD/AS

invest in  securities  rated at the time of purchase  lower than B by Moody's or
S&P, or in unrated securities which the Sub-advisor determines are of comparable
quality.  Securities  rated  B are  predominantly  speculative  and  have  large
uncertainties or major risk exposures to adverse  conditions.  The Portfolio may
invest in  so-called  zero  coupon  bonds  whose  values are  subject to greater
fluctuation in response to changes in market  interest rates than bonds that pay
interest  currently.  The  Portfolio  may buy and sell  futures  contracts.  The
Portfolio  may seek to increase its current  return by writing  covered call and
put options on securities it owns or in which it may invest.

AST Putnam International  Equity Portfolio:  The investment objective of the AST
Putnam  International  Equity  Portfolio  is to seek capital  appreciation.  The
Portfolio  seeks its  objective by investing  primarily in equity  securities of
companies  located in a country other than the United  States.  The  Portfolio's
investments will normally include common stocks,  preferred  stocks,  securities
convertible into common or preferred stocks,  and warrants to purchase common or
preferred  stocks.  The  Portfolio  may also  invest to a lesser  extent in debt
securities and other types of investments if the Sub-advisor believes purchasing
them would help achieve the Portfolio's  objective.  The Portfolio  will,  under
normal circumstances, invest at least 65% of its total assets in issuers located
in at least three different countries other than the United States.

The Portfolio may invest in securities of issuers in emerging  markets,  as well
as more developed markets. Investing in emerging markets generally involves more
risks than in  investing  in  developed  markets.  The  Portfolio  may invest in
companies,  large or small,  whose  earnings  are believed to be in a relatively
strong growth trend, or in companies in which significant  further growth is not
anticipated but whose market value per share is thought to be undervalued. Since
foreign  securities are normally  denominated and traded in foreign  currencies,
the values of  portfolio  assets may be affected  favorably  or  unfavorably  by
currency  exchange rates relative to the U.S. dollar as well as other risks. The
Portfolio may engage in a variety of  transactions  involving the use of options
and futures contracts and in foreign currency exchange transactions for purposes
of increasing its investment  return or hedging against market changes.  Options
and futures transactions involve certain special risks. The Portfolio may engage
in foreign currency exchange  transactions to protect against uncertainty in the
level of future exchange rates.  The Sub-advisor may engage in foreign  currency
exchange  transactions  in  connection  with the  purchase and sale of portfolio
securities  ("transaction  hedging") and to protect against changes in the value
of specific portfolio positions ("position hedging").

Founders Passport Portfolio:  The investment  objective of the Founders Passport
Portfolio  is capital  appreciation.  To achieve its  objective,  the  Portfolio
invests  primarily in securities  issued by foreign  companies which have market
capitalizations  or annual revenues of $1 billion or less.  These securities may
represent  companies in both established and emerging  economies  throughout the
world. At least 65% of the Portfolio's total assets will normally be invested in
foreign securities representing a minimum of three countries.  The Portfolio may
invest  in  larger  foreign  companies  or in  U.S.-based  companies  if, in the
Sub-advisor's opinion, they represent better prospects for capital appreciation.
The Portfolio normally will invest a significant proportion of its assets in the
securities  of small and  medium-sized  companies.  As used with respect to this
Portfolio,  small and  medium-sized  companies  are those which are still in the
developing  stages of their life  cycles  and are  attempting  to achieve  rapid
growth in both sales and earnings.

The Portfolio may invest in convertible  securities,  preferred  stocks,  bonds,
debentures,  and other corporate  obligations when the Sub-advisor believes that
these investments offer opportunities for capital  appreciation.  Current income
will not be a  substantial  factor in the  selection  of these  securities.  The
Portfolio  will only  invest in bonds,  debentures,  and  corporate  obligations
(other than  convertible  securities and preferred stock) rated investment grade
(BBB or higher) at the time of purchase.  Bonds in the lowest  investment  grade
category  (BBB) have  speculative  characteristics.  Convertible  securities and
preferred  stocks  purchased by the  Portfolio  may be rated in medium and lower
categories  by Moody's  or S&P (Ba or lower by Moody's  and BB or lower by S&P),
but will not be rated  lower than B. The  Portfolio  may also  invest in unrated
convertible   securities  and  preferred   stocks  in  instances  in  which  the
Sub-advisor  believes  that  the  financial  condition  of  the  issuer  or  the
protection  afforded  by the  terms  of the  securities  limits  risk to a level
similar to that of securities  eligible for purchase by the  Portfolio  rated in
categories no lower than B. The  Portfolio may invest  without limit in American
Depository Receipts and may invest in foreign securities. Foreign investments of
the Portfolio may include  securities  issued by companies  located in countries
not considered to be major industrialized  nations, which involve certain risks.
The Portfolio may use futures  contracts and options for hedging  purposes.  The
Portfolio  may engage in  short-term  trading and  therefore  normally will have
annual portfolio turnover rates in excess of 100%.




ASAP2/ASAP/ASL/AX/AC/AD/AS - (10/96)