Supplement to Prospectus Dated May 1, 1997
                         Supplement dated March 10, 1998

This Supplement should be retained with the current Prospectus for your variable
annuity  contract  issued  by  American   Skandia  Life  Assurance   Corporation
("American  Skandia").  If you do not have a current prospectus,  please contact
American Skandia at 1-800-SKANDIA.

Notice of Proxy
Contract  Owners with Account Value  allocated to the Federated  Utility  Income
Sub-account  and/or the Berger  Capital  Growth  Sub-account as of March 9, 1998
("record date") will be receiving a solicitation  of proxy as beneficial  owners
of units of the respective  Sub-accounts that invest in underlying shares of the
Federated  Utility Income and/or Berger  Capital  Growth  portfolios of American
Skandia Trust ("shareholders").

Shareholders  of the  Federated  Utility  Income  portfolio  are being  asked to
reappoint  American  Skandia  Investment  Services,  Incorporated  as investment
manager of the portfolio, to appoint Neuberger&Berman Management Incorporated as
the new portfolio  sub-advisor,  to change the portfolio's  investment objective
and certain fundamental investment  restrictions,  and to change the portfolio's
name to "Neuberger&Berman Mid-Cap Value"

Shareholders of the Berger Capital Growth portfolio are being asked to reappoint
American Skandia Investment Services,  Incorporated as investment manager of the
portfolio,  to  appoint  Neuberger&Berman  Management  Incorporated  as the  new
portfolio  sub-advisor,  to change  the  portfolio's  investment  objective  and
certain fundamental investment restrictions,  and to change the portfolio's name
to "Neuberger&Berman Mid-Cap Growth."

Contract  Owners who choose to allocate  Account  Value to either the  Federated
Utility Income  Sub-account or the Berger Capital Growth  Sub-account  after the
record  date will not receive a proxy  solicitation  and will not be entitled to
vote on the  changes  outlined  above.  Contract  Owners  should  take this into
consideration  if they are  considering  allocating  Account Value to either the
Federated Utility Income Sub-account or the Berger Capital Growth Sub-account.

Proposed Substitution
On or about the date of this  Supplement,  American  Skandia  intends to file an
application  with the Securities and Exchange  Commission  ("SEC") to substitute
the  Neuberger&Berman  Partners  Sub-account  and the  underlying  shares of the
Partners  Portfolio  of  Neuberger&Berman  Advisors  Management  Trust  for  the
Neuberger&Berman  Mid-Cap Value  Sub-account  and the  underlying  shares of the
Neuberger&Berman Mid-Cap Value portfolio of American Skandia Trust ("AST").

In the application,  American  Skandia is seeking  permission to allow transfers
from the  Neuberger&Berman  Partners Sub-account to any other investment options
available  under the Annuity  for a period of 30 days prior to any  substitution
without the  imposition  of any transfer fee.  Under the proposed  substitution,
such transfers would not count in determining whether the maximum number of free
transfers has been exceeded.  Furthermore,  under the proposed substitution, the
transfer of Account Value from the Neuberger&Berman  Partners Sub-account to the
Neuberger&Berman  Mid-Cap Value  Sub-account  would likewise not be subject to a
transfer  fee nor  count in  determining  whether  the  maximum  number  of free
transfers have been  exceeded.  The proposed  substitution  will not affect your
rights or our  obligations  under the  Annuity.  American  Skandia will bear any
expenses in connection with the proposed substitution.

In  anticipation of the proposed  substitution,  the  Neuberger&Berman  Partners
Sub-account  and  the  Partners  Portfolio  of  the   Neuberger&Berman   Advisor
Management Trust will no longer be offered as an investment  option in Annuities
issued on or after May 1, 1998.  Contract Owners with Account Value allocated to
the  Neuberger&Berman  Partners  Sub-account  on May 1,  1998 may  remain in the
Sub-Account  until the earliest to occur of: (1) the date they transfer  Account
Value  out of the  Neuberger&Berman  Partners  Sub-account;  or (2) the date the
proposed  substitution  is  completed.  Contract  Owners who have a  dollar-cost
averaging,  bank drafting,  rebalancing or asset allocation program in effect as
of May 1, 1998 that includes the  Neuberger&Berman  Partners Sub-account will be
able to continue  such  pre-scheduled  transactions  until the date the proposed
substitution is completed.

ASL  (3/98)

Roth IRA/SEP IRA/SIMPLE IRA
The  section of the  Prospectus  entitled  "Purchasing  Annuities  - Uses of the
Annuity" is amended as follows:

The Annuity may be issued in connection  with or purchased as a funding  vehicle
for  certain  retirement  plans  designed  to meet the  requirements  of various
sections  of the Code.  These  include,  but are not limited to: (a) Section 401
(corporate,  association,  or self-employed  individuals' retirement plans); (b)
Section  403(b)  (tax-sheltered  annuities  available  to  employees  of certain
qualifying  employers);  (c) Section 408  (individual  retirement  accounts  and
individual retirement annuities - "IRAs"; Simplified Employee Pensions - "SEPs";
and Savings  Incentive  Match  Plans for  Employees  - "SIMPLE  IRAs");  and (d)
Section 408A (Roth IRAs).

The section of the Prospectus  entitled "Certain Tax Considerations - Penalty on
Distributions" is amended as follows:

 With respect to Roth IRAs only, distributions are not subject to federal income
tax or the 10%  penalty  tax if five (5) tax years have  passed  since the first
contribution was made or any conversion from a traditional IRA was made, and the
distribution is made (a) once the taxpayer is age 59 1/2 or older,  (b) upon the
death or disability of the taxpayer,  or (c) for qualified first-time home buyer
expenses, subject to certain limitations. Distributions from a Roth IRA that are
not "qualified" as described above may be subject to a penalty tax.

The section of the Prospectus  entitled "Certain Tax Considerations - Individual
Retirement Programs" is amended as follows:

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.  Such persons may also maintain a
form of IRA called a "Roth IRA".  Contributions to a Roth IRA are not deductible
but,  under  certain  circumstances,  distributions  from  such an  account  are
tax-free.  Purchasers  of IRAs and Roth IRAs will  receive a special  disclosure
document,   which   describes   limitations   on   eligibility,   contributions,
transferability and distributions.  It also describes the conditions under which
distributions  from IRAs and qualified  plans may be rolled over or  transferred
into an IRA on a tax-deferred basis and the conditions under which distributions
from  traditional  IRAs may be rolled over to, or the traditional IRA itself may
be converted into a Roth IRA.  Eligible  employers that meet specified  criteria
may establish savings incentive match plans for employees or Simplified Employee
Pensions using the employees' IRAs. These  arrangements are known as SIMPLE IRAs
and others as SEP IRAs.  Employer  contributions that may be made to SIMPLE IRAs
and SEP IRAs are larger than the amounts that may be  contributed to other IRAs,
and may be deductible to the employer.