AXIOM (12/97)

                   Supplement to Prospectus Dated May 1, 1997
                       Supplement dated December 22, 1997


                       A. NEW VARIABLE INVESTMENT OPTIONS

Effective  December 22, 1997, the Marsico  Capital Growth  portfolio of American
Skandia  Trust ("AST") is available as a variable  investment  option under your
Annuity.  Effective  January  2,  1998,  the  following  portfolios  of AST  are
available as variable  investment options under your Annuity:  Lord Abbett Small
Cap Value,  Cohen & Steers Realty,  Stein Roe Venture and Bankers Trust Enhanced
500.

The following information is added to the table entitled "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,  1996.  "N/A" shown below  indicates  that no entity has agreed to
reimburse the particular expense indicated.



                                            Management     Management         Other          Other      Total Annual    Total Annual
                                                Fee            Fee          Expenses       Expenses       Expenses        Expenses
                                             after any     without any      after any     without any     after any      without any
                                            applicable     applicable      applicable     applicable     applicable      applicable
                                          reimbursement  reimbursement   reimbursement  reimbursement  reimbursement   reimbursement

- ------------------------------------------------------------------------------------------------------------------------------------
American Skandia Trust
                                                                                                          
  Lord Abbett Small Cap Value(8)                N/A          0.95%              N/A          0.39%             N/A          1.34%
  Cohen & Steers Realty(8)                      N/A          1.00%              N/A          0.40%             N/A          1.40%
  Stein Roe Venture(8)                          N/A          0.95%              N/A          0.39%             N/A          1.34%
  Bankers Trust Enhanced 500(8)                 N/A          0.60%            0.20%          0.57%           0.80%          1.17%
  Marsico Capital Growth(7)                     N/A          0.90%              N/A          0.38%             N/A          1.28%


(7) This  Portfolio  is first being  offered as of the date of this  Supplement.
Expenses  shown are estimated and  annualized.  
(8) These  Portfolios  are first being  offered as of January 2, 1998.  Expenses
shown are estimated and annualized.

The following information is added to the table entitled "Expense Examples":

           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:

                                                After:
Sub-accounts                          1 yr.  3 yrs.5 yrs.  10 yrs.
- ------------
Lord Abbett Small Cap Value 3           85     126   169    275
Cohen & Steers Realty 3                 85     127   172    280
Stein Roe Venture 3                     85     126   169    275
Bankers Trust Enhanced 500 3            79     109   141    218
Marsico Capital Growth 3                84     124   166    268


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:
                                                After:
Sub-accounts                          1 yr.  3 yrs.5 yrs.  10 yrs.
- ------------
Lord Abbett Small Cap Value 3           25      76   129    275
Cohen & Steers Realty 3                 25      77   132    280
Stein Roe Venture 3                     25      76   129    275
Bankers Trust Enhanced 500 3            19      59   101    218
Marsico Capital Growth 3                24      74   126    268








The following is added to the section entitled  "INVESTMENT OPTIONS - Underlying
Mutual Fund: American Skandia Trust":

Sub-account                                     Underlying Mutual Fund Portfolio
Lord Abbett Small Cap Value 3                        Lord Abbett Small Cap Value
Cohen & Steers Realty 3                                    Cohen & Steers Realty
Stein Roe Venture 3                                            Stein Roe Venture
Bankers Trust Enhanced 500 3                          Bankers Trust Enhanced 500
Marsico Capital Growth 3                                  Marsico Capital Growth


                       B. SHORT DESCRIPTIONS - APPENDIX B

The following short  descriptions of the Lord Abbett Small Cap Value  Portfolio,
Cohen & Steers  Realty  Portfolio,  Stein Roe Venture  Portfolio,  Bankers Trust
Enhanced 500 Portfolio, and Marsico Capital Growth Portfolio are to be added:

Lord Abbett  Small Cap Value  Portfolio:  The  investment  objective of the Lord
Abbett Small Cap Value Portfolio (the  "Portfolio") is to seek long-term capital
appreciation.  This is a fundamental  objective of the Portfolio.  The Portfolio
will seek its  objective  through  investments  primarily in equity  securities,
which are believed to be undervalued  in the  marketplace.  The Portfolio  seeks
companies  which  are  primarily  small-sized,  based  on  the  value  of  their
outstanding stock. As a result, under normal circumstances,  at least 65% of the
Portfolio's  total assets will be invested in common  stocks  issued by smaller,
less well-known companies (with market  capitalizations of less than $1 billion)
selected on the basis of fundamental investment analysis.  Smaller companies may
carry  more risk than  larger  companies.  Generally,  small  companies  rely on
limited product lines and markets,  financial  resources,  or other factors, and
this may make them more  susceptible  to setbacks or economic  downturns.  Small
capitalized  companies may be more volatile in price, normally have fewer shares
outstanding and trade less frequently  than large  companies.  The Portfolio may
invest up to 35% of its total assets in the securities of issuers without regard
to their size or the market  capitalization of their common stock.  Dividend and
investment income is of incidental  importance,  and the Portfolio may invest in
securities,  which do not produce any income.  Although the Portfolio  typically
will  hold a large,  diversified  number  of  securities  identified  through  a
quantitative,  value-driven  investment  strategy,  it does entail above-average
investment  risk in comparison to the overall U.S.  stock market.  The Portfolio
also may  invest in  preferred  stocks and bonds,  which  have  either  attached
warrants  or a  conversion  privilege  into  common  stocks.  In  addition,  the
Portfolio may purchase  options on stocks that it holds as protection  against a
significant price decline;  purchase and sell stock index options and futures to
hedge overall market risk and the investment of cash flows; and write listed put
and listed covered call options.  The  Sub-advisor  will use such  techniques as
market conditions  warrant.  The Portfolio's ability to use these strategies may
be limited by market conditions,  regulatory  limitations and tax considerations
and there can be no assurance  that any of these  strategies  will succeed.  The
Portfolio  may  purchase  and sell stock  index  futures,  which are traded on a
commodities  exchange or board of trade for certain  hedging and risk management
purposes,  in accordance  with  regulations of the  Commodities  Futures Trading
Commission. The Portfolio may invest up to 35% of its net assets (at the time of
investment) in securities that are primarily  traded in foreign  countries.  The
Portfolio may enter into forward foreign currency contracts.  The Portfolio also
may  purchase  foreign  currency  put options and write  foreign  currency  call
options on U.S. exchanges or U.S.  over-the-counter  markets. The Portfolio may,
on occasion,  enter into repurchase  agreements whereby the seller of a security
agrees to repurchase that security at a mutually agreed-upon time and price. The
Portfolio may purchase or sell  securities on a when-issued or delayed  delivery
basis. The Portfolio may invest in (a) other investment  companies to the extent
permitted under applicable law, and (b) straight bonds or other debt securities,
including lower rated,  high-yield bonds. The Portfolio has no present intention
to commit more than 5% of gross assets to any one of these identified practices.
The  Portfolio  will  not  invest  more  than 5% of its  assets  (at the time of
investment) in lower rated (BB/Ba or lower), high-yield bonds.

Cohen & Steers Realty Portfolio:  The investment objective of the Cohen & Steers
Realty  Portfolio  (the   "Portfolio")  is  to  maximize  total  return  through
investment in real estate  securities.  This is a  fundamental  objective of the
Portfolio.  The Portfolio  pursues its investment  objective of maximizing total
return by seeking, with approximately equal emphasis, capital appreciation (both
realized and unrealized) and current income.  There can be no assurance that the
Portfolio's  investment objective will be achieved.  Under normal circumstances,
the  Portfolio  will  invest  substantially  all of  its  assets  in the  equity
securities of real estate companies.  Such equity securities will consist of (i)
common stocks (including shares in real estate investment  trusts),  (ii) rights
or warrants to purchase common stocks, (iii) securities  convertible into common
stocks where the conversion  feature  represents,  in the Sub-advisor's  view, a
significant  element of the securities'  value, and (iv) preferred  stocks.  For
purposes of the Portfolio's  investment policies, a "real estate company" is one
that  derives at least 50% of its  revenues  from the  ownership,  construction,
financing,  management or sale of commercial,  industrial,  or residential  real
estate or that has at least 50% of its assets in such real estate. The Portfolio
may invest without limit in shares of real estate  investment  trusts ("REITs").
REITs pool investors'  funds for investment  primarily in income  producing real
estate  or real  estate  related  loans or  interests.  REITs can  generally  be
classified as Equity REITs, Mortgage REITs and Hybrid REITs. Equity REITs, which
invest the  majority of their  assets  directly in real  property,  derive their
income primarily from rents.  Mortgage REITs, which invest the majority of their
assets in real estate  mortgages,  derive their income  primarily  from interest
payments.  Hybrid  REITs  combine the  characteristics  of both Equity REITs and
Mortgage REITs. The Portfolio will not invest in real estate directly,  but only
in securities  issued by real estate  companies.  However,  the Portfolio may be
subject to risks similar to those  associated with the direct  ownership of real
estate  (in  addition  to  securities  markets  risks)  because of its policy of
concentration in the securities of companies in the real estate industry.  These
include declines in the value of real estate, risks related to general and local
economic conditions, dependency on management skill, heavy cash flow dependency,
possible  lack  of  availability  of  mortgage  funds,  overbuilding,   extended
vacancies of properties, increased competition,  increases in property taxes and
operating  expenses,  changes in zoning laws, losses due to costs resulting from
the clean-up of environmental  problems,  liability to third parties for damages
resulting  from  environmental   problems,   casualty  or  condemnation  losses,
limitations on rents,  changes in neighborhood  values, the appeal of properties
to tenants and changes in interest rates.  The Portfolio may invest up to 10% of
its total assets in  securities of foreign real estate  companies.  When, in the
judgment of the Portfolio's  Sub-advisor,  market or general economic conditions
justify a temporary  defensive  position,  the  Portfolio  will deviate from its
investment  objective  and invest all or any portion of its assets in high-grade
debt  securities,   including   corporate  debt  securities,   U.S.   government
securities,  and short-term money market instruments,  without regard to whether
the issuer is a real estate  company.  The Portfolio may also at any time invest
funds  awaiting  investment  or funds held as  reserves  to  satisfy  redemption
requests  or to  pay  dividends  and  other  distributions  to  shareholders  in
short-term money market instruments. The Portfolio will not invest more than 15%
of its net assets in illiquid  securities.  The  Portfolio  is  classified  as a
"non-diversified"  investment  company  under  the 1940  Act,  which  means  the
Portfolio  is not limited by the 1940 Act in the  proportion  of its assets that
may be invested in the securities of a single issuer. Because the Portfolio,  as
a non-diversified  investment company, may invest in a smaller number of issuers
than a  diversified  investment  company,  an  investment  in the  Portfolio may
present greater risk to an investor than an investment in a diversified company.
The  Portfolio may have higher  portfolio  turnover than other mutual funds with
similar objectives.

Stein Roe Venture Portfolio:  The investment  objective of the Stein Roe Venture
Portfolio (the  "Portfolio") is long-term  capital  appreciation.  The Portfolio
emphasizes  investments in financially strong small and medium-sized  companies,
based  principally on management  appraisal and stock  valuation.  The Portfolio
will pursue its objective by investing  primarily in a diversified  portfolio of
common  stocks  and other  equity-type  securities  (such as  preferred  stocks,
securities convertible or exchangeable for common stocks, and warrants or rights
to purchase  common  stocks) of  entrepreneurially  managed  companies  that the
Sub-advisor believes represent special opportunities.  The Sub-advisor considers
"small" and "medium-sized"  companies to be those with market capitalizations of
less than $1  billion  and $1 to $3  billion,  respectively.  The  Portfolio  is
designed for  long-term  investors  who want greater  return  potential  than is
available from the stock market in general,  and who are willing to tolerate the
greater  investment risk and market  volatility  associated with  investments in
small and medium-sized  companies.  Attractive company  characteristics  include
unit growth,  favorable cost structures or competitive positions,  and financial
strength that enables management to execute business  strategies under difficult
conditions.  Although  the  Portfolio  does not  attempt to reduce or limit risk
through wide industry  diversification  of investment,  it usually allocates its
investments among a number of different  industries rather than concentrating in
a particular industry or group of industries. The Portfolio will not invest more
than 25% of the total  value of its  assets (at the time of  investment)  in the
securities  of  companies  in any  one  industry.  In  pursuing  its  investment
objective,  the  Portfolio  may  invest  in debt  securities  of  corporate  and
governmental  issuers.  The  Portfolio may invest up to 35% of its net assets in
debt securities, but does not expect to invest more than 5% of its net assets in
debt  securities  that are rated below  investment  grade (i.e.,  below the four
highest  grades  assigned  by  a  nationally   recognized   statistical   rating
organization).  Securities that are rated below  investment grade are considered
predominantly  speculative with respect to the issuer's capacity to pay interest
and repay  principal  according to the terms of the  obligation,  and  therefore
carry greater  investment risk,  including the possibility of issuer default and
bankruptcy. The Portfolio may invest in foreign securities.  Other than American
Depositary Receipts (ADRs), foreign debt securities denominated in U.S. dollars,
and  securities  guaranteed  by a U.S.  person,  the  Portfolio  is  limited  to
investing  no more  than 25% of its  total  assets in  foreign  securities.  The
Portfolio also may enter into foreign currency  contracts as a hedging technique
to limit or reduce exposure to currency fluctuations. In addition, the Portfolio
may use options and futures  contracts  to limit or reduce  exposure to currency
fluctuations. Consistent with its objective, the Portfolio may invest in a broad
array  of  financial   instruments   and  securities,   including   conventional
exchange-traded  and  non-exchange-traded  options,  futures contracts,  futures
options, swaps, caps, floors, collars,  securities  collateralized by underlying
pools of mortgages or other  receivables,  floating rate instruments,  and other
instruments  that securitize  assets of various types  ("Derivatives").  In each
case, the value of the instrument or security is "derived" from the  performance
of an underlying  asset or a "benchmark"  such as a security  index, an interest
rate, or a currency. The Portfolio does not expect to invest more than 5% of its
net assets in any type of Derivative except for options,  futures contracts, and
futures options.

Bankers Trust  Enhanced 500 Portfolio:  The investment  objective of the Bankers
Trust Enhanced 500 Portfolio (the  "Portfolio")  is to outperform the Standard &
Poor's  500  Composite  Stock  Price  Index  (the "S&P  500(R)")  through  stock
selection  resulting in different  weightings of common  stocks  relative to the
index. The Portfolio will include the common stock of companies  included in the
S&P 500.  The S&P 500 is an index of 500 common  stocks,  most of which trade on
the New York Stock  Exchange Inc. The  Sub-advisor  believes that the S&P 500 is
representative  of the  performance of publicly traded common stocks in the U.S.
in general.  In seeking to outperform the S&P 500, the Sub-advisor starts with a
portfolio of stocks  representative of the holdings of the index. It then uses a
set of quantitative  criteria that are designed to indicate whether a particular
stock will  predictably  generate  returns  that will exceed or be less than the
performance of the S&P 500. Based on these criteria,  the Sub-advisor determines
whether the Portfolio should overweight,  underweight or hold a neutral position
in the  stock  relative  to the  proportion  of  the  S&P  500  that  the  stock
represents.  While the  majority of the issues held by the  Portfolio  will have
neutral  weightings  to  the  S&P  500,   approximately  100  will  be  over  or
underweighted relative to the index. The Sub-advisor will not purchase the stock
of its parent company, Bankers Trust New York Corporation,  which is included in
the S&P 500, and instead will  overweight  its holdings of companies  engaged in
similar  businesses.  The  Portfolio  is not managed  according  to  traditional
methods of "active" investment management,  which involve the buying and selling
of securities based upon economic,  financial and market analysis and investment
judgment.  Instead, the Portfolio utilizes a "quantitative"  investment approach
and  attempts  to  outperform  the  S&P  500  through  statistical   procedures.
Therefore,  the  Sub-advisor  will  not  attempt  to  judge  the  merits  of any
particular  stock  as an  investment.  The  Portfolio  may  be  appropriate  for
investors  who are willing to endure  stock  market  fluctuations  in pursuit of
potentially higher long-term returns.  The Portfolio invests for growth and does
not  pursue  income.  No more  than 15% of the  Portfolio's  net  assets  may be
invested in illiquid or not readily marketable  securities (including repurchase
agreements  and time  deposits  with  maturities  of more than seven days).  The
Portfolio may maintain up to 25% of its assets in short-term debt securities and
money market  instruments.  Short-term  fixed income  securities  may be used to
invest  uncommitted  cash balances,  to maintain  liquidity to meet  shareholder
redemptions  or to  serve  as  collateral  for the  obligations  underlying  the
Portfolio's  investment  in  securities  index  futures  or  related  options or
warrants.  The  Portfolio  may invest in various  instruments  that are commonly
known  as  derivatives.  The  Portfolio  will  only  use  derivatives  for  cash
management  purposes.  The  Portfolio  may enter into  securities  index futures
contracts and related  options  provided that not more than 5% of its assets are
required as a margin deposit for futures  contracts or options and provided that
not more than 20% of the Portfolio's  assets are invested in futures and options
at any time. The Portfolio may invest in convertible securities, which are bonds
or  preferred  stocks that may be  converted at a stated price within a specific
period of time into a specified  number of shares of common stock of the same or
different issuer.  "Standard & Poor's(R),"  "S&P(R)," "S&P 500(R),"  "Standard &
Poor's 500," and "500" are  trademarks of the  McGraw-Hill  Companies,  Inc. and
have been licensed for use by American Skandia Investment Services, Incorporated
and Bankers Trust. The Portfolio is not sponsored, endorsed, sold or promoted by
Standard & Poor's and Standard & Poor's makes no  representation  regarding  the
advisability of investing in the Portfolio.

Marsico Capital Growth Portfolio:  The investment  objective of the Portfolio is
to seek capital growth. This is a fundamental objective of the Portfolio. Income
realization  is not an  investment  objective  and any  income  realized  on the
Portfolio's  investments,  therefore,  will  be  incidental  to the  Portfolio's
objective.  Please  refer  to  the  Portfolio  prospectus  for a  more  detailed
description of the  investment  objective and the risks  involved  therein.  The
Portfolio  will pursue its  objective by investing  primarily in common  stocks.
Common  stock   investments  will  be  in  industries  and  companies  that  the
Sub-advisor  believes are  experiencing  favorable demand for their products and
services,   and  which  operate  in  a  favorable   competitive  and  regulatory
environment.  Although  the  Sub-advisor  expects to invest  primarily in equity
securities,  the Sub-advisor may increase the Portfolio's  cash position without
limitation  when the Sub-advisor is of the opinion that  appropriate  investment
opportunities for capital growth with desirable risk/reward  characteristics are
unavailable.  The  Portfolio  may also  invest to a lesser  degree in  preferred
stocks, convertible securities, warrants, and debt securities when the Portfolio
perceives an opportunity  for capital growth from such securities or so that the
Portfolio  may  receive  a return on its idle  cash.  Debt  securities  that the
Portfolio may purchase include  corporate bonds and debentures (not to exceed 5%
of net assets in bonds rated below  investment  grade),  government  securities,
mortgage- and asset-backed  securities,  zero-coupon  bonds,  indexed/structured
notes,  high-grade  commercial  paper,  certificates  of deposit and  repurchase
agreements.  The Portfolio may invest in "special situations" from time to time.
A "special  situation"  arises  when,  in the  opinion of the  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 new  product  at that  company.  Investment  in  "special  situations"
carries an additional risk of loss in the event that the anticipated development
does not occur or does not attract the expected  attention.  The  Portfolio  may
also purchase  securities of foreign issuers,  including foreign equity and debt
securities  and  depositary  receipts.  Foreign  securities  are  selected  on a
stock-by-stock basis without regard to any defined allocation among countries or
geographic regions.  The Portfolio may purchase and write options on securities,
financial indices,  and 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 to hedge the  Portfolio's
positions  against potential  adverse  movements in securities  prices,  foreign
currency  markets or interest  rates.  The  Portfolio is permitted to enter into
reverse repurchase agreements.  In a reverse repurchase agreement, the Portfolio
sells a security and agrees to repurchase it at a mutually  agreed upon date and
price.  The  Portfolio  may  purchase  securities  on a  when-issued  or delayed
delivery basis, which generally involves the purchase of a security with payment
and  delivery  due at some  time in the  future.  The  Portfolio  does  not earn
interest on such securities  until settlement and bears the risk of market value
fluctuations between the purchase and settlement dates. The Portfolio may invest
no more than 5% of its net assets  (at the time of  investment)  in  lower-rated
high-yield  bonds.  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.  To a limited extent,  the Portfolio may
also purchase  individual  securities in anticipation  of relatively  short-term
price gains, and the rate of portfolio turnover will not be a determining factor
in the  sale  of such  securities.  Although  it is the  general  policy  of the
Portfolio to purchase and hold  securities  for capital  growth,  changes in the
Portfolio  will  be  made  as the  Sub-advisor  deems  advisable.  For  example,
portfolio  changes may result from liquidity needs,  securities having reached a
price  objective,  or by reason of developments  not foreseen at the time of the
original  investment  decision.  Portfolio  changes  may be  effected  for other
reasons.  In  such  circumstances,  investment  income  will  increase  and  may
constitute a large portion of the return on the Portfolio and the Portfolio will
not  participate in the market  advances or declines to the extent that it would
if it were fully invested.


                                C. OTHER CHANGES

The section of the Prospectus  entitled "Contract Expense Summary - Transfer Fee
" is amended as follows:

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

The sections of the Prospectus  entitled "Charges Assessed or Assessable Against
the Annuity - Transfer Fee" and "Rights,  Benefits and Services - Transfers" are
hereby  amended to increase the number of transfers  that are not subject to the
Transfer Fee from four (4) to twelve (12).

The section of the Prospectus  entitled  "Contract  Expense Summary - Withdrawal
Fee" is deleted.

The section of the Prospectus  entitled "Charges Assessed or Assessable  Against
the Annuity - Withdrawal  Fee" is deleted.  The $10.00  Withdrawal Fee after the
first withdrawal in any Annuity Year will no longer apply.

The sections of the Prospectus  entitled  "Rights,  Benefits and Services - Free
Withdrawals,   Partial   Withdrawals,   Systematic   Withdrawals,   and  Minimum
Distributions are amended to delete any reference to the Withdrawal Fee.