`=======================================================================================================================================
                                                             UNITED STATES
                                                  SECURITIES AND EXCHANGE COMMISSION
                                                         WASHINGTON, DC 20549

                                                               FORM 10-Q

(Mark One)

X             QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT OF 1934

                                             For the quarterly period ended March 31, 2004

                                                                  OR

_             TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

                                                    Commission file number 33-44202

                                              AMERICAN SKANDIA LIFE ASSURANCE CORPORATION

                                        (Exact name of Registrant as specified in its charter)

              Connecticut                                                                     06-1241288
-----------------------------------------                                        --------------------------------------
     (State or other jurisdiction,                                                 (IRS Employer Identification No.)
     incorporation or organization)

                                    One Corporate Drive, Shelton, Connecticut 06484
                            -----------------------------------------------------------------
                                  (Address of principal executive offices) (Zip Code)

                                                     (203) 926-1888
                            -----------------------------------------------------------------
                                  (Registrant's Telephone Number, including area code)

                              Securities registered pursuant to Section 12 (b) of the Act:
                                                          NONE
                              Securities registered pursuant to Section 12 (g) of the Act:
                                                          NONE

Indicate  by check  mark  whether  the  Registrant  (1) has filed  all  reports  required  to be filed by  Section  13 or 15 (d) of the
Securities  Exchange Act of 1934 during the preceding 12 months (or for such shorter  period that the  registrant  was required to file
such reports), and (2) has been subject to such filing requirements for the past 90 days.
YES   X   NO ___

Indicate by check mark whether the  Registrant  is an  accelerated  filer (as defined in Rule 12b-2 of the Exchange  Act).
YES ___ NO   X

              State the aggregate market value of the voting stock held by non-affiliates of the registrant:  NONE

              Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of    May      14,
              2004.  Common stock, par value of $100 per share: 25,000 shares outstanding, consisting of  100   shares  of  voting  and
              24,900 shares of non-voting  common stock, all of which were owned by American  Skandia,  Inc., an indirect  wholly-owned
              subsidiary of Prudential Financial, Inc., a New Jersey corporation.

                                 American Skandia Life Assurance Corporation meets the conditions set
                                   forth in General Instruction (H) (1) (a) and (b) on Form 10-Q and
                                   is therefore filing this Form with the reduced disclosure format.


=======================================================================================================================================
                                                  AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
                                                     INDEX TO FINANCIAL STATEMENTS

                                                                                                 Page No.
Cover Page                                                                                           1

Index                                                                                                2

                                                    PART I - Financial Information

Item 1.  Financial Statements

              Consolidated Statements of Financial Position
              As of March 31, 2004 (unaudited) and December 31, 2003                                 3

              Consolidated Statements of Operations and Comprehensive Income (unaudited)
              Three months ended March 31, 2004 and 2003                                             4

              Consolidated Statements of Stockholder's Equity
              Periods ended March 31, 2004 (unaudited), December 31, 2003,
              April 30, 2003 (unaudited) and December 31, 2002                                       5

              Consolidated Statements of Cash Flows (unaudited)
              Three months ended March 31, 2004 and 2003                                             6

              Notes to Consolidated Financial Statements (unaudited)                                 7

Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations      10

Item 4.  Controls and Procedures                                                                    12
                                                      PART II - Other Information

Item 1.  Legal Proceedings                                                                          13

Item 6.  Exhibits and Reports on Form 8-K                                                           15

Signatures                                                                                          16


Forward-Looking Statement Disclosure
Certain of the  statements  included in this  Quarterly  Report on Form 10-Q,  including  but not limited to those in the  Management's
Discussion and Analysis of Financial Condition and Results of Operations,  constitute  forward-looking statements within the meaning of
the U.S. Private Securities  Litigation Reform Act of 1995. Words such as "expects,"  "believes,"  "anticipates,"  "includes," "plans,"
"assumes,"  "estimates,"  "projects,"  "intends",  or  variations  of such  words are  generally  part of  forward-looking  statements.
Forward-looking  statements are made based on management's  current  expectations and beliefs concerning future  developments and their
potential  effects  upon  American  Skandia  Life  Assurance  Corporation  ("the  Company").  There  can be no  assurance  that  future
developments  affecting the Company will be those anticipated by management.  These  forward-looking  statements are not a guarantee of
future  performance and involve risks and  uncertainties,  and there are certain  important  factors that could cause actual results to
differ,  possibly  materially,  from  expectations  or  estimates  reflected  in such  forward-looking  statements,  including  without
limitation:  general  economic,  market and  political  conditions,  including  the  performance  of financial  markets,  interest rate
fluctuations and the continuing  negative impact of the current  economic  environment;  various domestic or international  military or
terrorist  activities or conflicts;  volatility in the securities  markets;  reestimates of our reserves for future policy benefits and
claims;  changes in our assumptions related to deferred policy acquisition costs; our exposure to contingent  liabilities;  catastrophe
losses;  investment  losses and defaults;  changes in our  claims-paying  or credit  ratings;  competition in our product lines and for
personnel;  fluctuations  in foreign  currency  exchange rates and foreign  securities  markets;  the impact of changing  regulation or
accounting  practices;  adverse  litigation  results;  and changes in tax law. The Company does not intend, and is under no obligation,
to update any particular forward-looking statement included in this document.

American Skandia Life Assurance Corporation

Consolidated Statements of Financial Position
As of March 31, 2004 (unaudited) and December 31, 2003 (in thousands)
-----------------------------------------------------------------------------------------------------------------------------------------

                                                                             Successor         Successor
                                                                         ------------------ -----------------
                                                                             March 31,        December 31,
                                                                               2004               2003
                                                                         ------------------ -----------------
ASSETS
Fixed maturities available for sale,
   At fair value (amortized cost, 2004: $2,068,840; 2003: $427,705)        $   2,108,537      $     425,231
Equity securities available for sale, at fair value (cost of $11,238)             11,774                  -
Trading account assets, at fair value                                             58,828             59,485
Policy loans                                                                       9,272              8,371
Short-term investments                                                           210,775             39,587
                                                                         ------------------ -----------------
   Total investments                                                           2,399,186            532,674
Cash and cash equivalents                                                              -                  -
Deferred policy acquisition costs                                                176,678            122,572
Accrued investment income                                                         28,019              3,969
Reinsurance recoverable                                                                -              3,819
Receivables from Parent and affiliates                                             2,098              3,200
Income taxes receivable                                                          248,713            222,422
Valuation of business acquired                                                   262,321            402,169
Other assets                                                                     115,208             94,568
Separate account assets                                                       24,857,471         25,817,612
                                                                         ------------------ -----------------
TOTAL ASSETS                                                               $  28,089,694      $  27,203,005
                                                                         ================== =================

LIABILITIES AND STOCKHOLDER'S EQUITY
Liabilities
Policyholders' account balances                                            $   1,719,710      $     132,234
Future policy benefits and other policyholder liabilities                         28,299             13,681
Payables to Parent and affiliates                                                 20,763             16,396
Cash collateral for loaned securities                                            143,423                  -
Securities sold under agreement to repurchase                                     44,392             20,850
Short-term borrowing                                                              46,000            116,000
Long-term borrowing                                                              135,000                  -
Future fees payable to American Skandia, Inc. ("ASI")                            279,389            307,879
Other liabilities                                                                206,955            201,856
Separate account liabilities                                                  24,857,471         25,817,612
                                                                         ------------------ -----------------
Total liabilities                                                             27,481,402         26,626,508
                                                                         ------------------ -----------------

Contingencies (See Footnote 3)

Stockholder's Equity
Common stock, $100 par value;
     25,000 shares, authorized,
     issued and outstanding                                                        2,500              2,500
Paid-in-capital                                                                  485,195            485,100
Retained earnings                                                                100,663             90,856
Deferred compensation                                                             (1,400)              (360)
Accumulated other comprehensive income (loss)                                     21,334             (1,599)
                                                                         ------------------ -----------------
Total stockholder's equity                                                       608,292            576,497
                                                                         ------------------ -----------------
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY                                 $  28,089,694      $  27,203,005
                                                                         ================== =================

                                            See Notes to Consolidated Financial Statements

The purchase method of accounting was used to record the fair values of assets acquired and liabilities assumed by Prudential
Financial, Inc. and "pushed-down" to the Company. This accounting will most notably result in decreased amortization and
depreciation reported in future periods. Accordingly, the accompanying financial statements of the Company, when indirectly
wholly-owned by Skandia Insurance Company Ltd., and the Company, currently indirectly wholly-owned by Prudential Financial, Inc., are
not comparable in many material respects.

American Skandia Life Assurance Corporation

Consolidated Statements of Operations and Comprehensive Income (unaudited)
Three Months Ended March 31, 2004 and 2003 (in thousands)
---------------------------------------------------------------------------------------------------------------------------------------


                                                                   Successor                Predecessor
                                                            -----------------------   ----------------------
                                                              Three months ended        Three months ended
                                                                   March 31,                March 31,

                                                                     2004                      2003
                                                            -----------------------   ----------------------

 REVENUES

 Premiums                                                     $        2,712            $        1,452
 Policy charges and fee income                                        90,056                    81,635
 Net investment income                                                19,311                       960
 Realized investment losses, net                                        (257)                   (1,220)
 Asset management fees                                                27,342                    21,052
 Other income                                                          1,295                       467
                                                            -----------------------   ----------------------

 Total revenues                                                      140,459                   104,346
                                                            -----------------------   ----------------------

 BENEFITS AND EXPENSES

 Policyholders' benefits                                              19,731                    17,797
 Interest credited to policyholders' account                          20,553                    12,171
 balances
 General, administrative and other expenses                           61,156                    94,151
                                                            -----------------------   ----------------------

 Total benefits and expenses                                         101,440                   124,119
                                                            -----------------------   ----------------------

 INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE
 INCOME TAXES AND CUMULATIVE EFFECT OF ACCOUNTING
 CHANGE                                                               39,019                   (19,773)
                                                            -----------------------   ----------------------

 Income tax expense (benefit)                                         12,133                    (8,219)
                                                            -----------------------   ----------------------

 INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE
 CUMULATIVE EFFECT OF ACCOUNTING CHANGE
                                                                      26,886                   (11,554)
                                                            -----------------------   ----------------------

 Cumulative effect of accounting change, net of taxes                (17,079)                        -
                                                            -----------------------   ----------------------

 NET INCOME (LOSS)                                                     9,807                   (11,554)
                                                            -----------------------   ----------------------

 Change in net unrealized investment gains, net of
 reclassification adjustment and taxes                                19,512                    (4,629)
 Cumulative effect of accounting change, net of taxes                  3,421                         -
                                                            -----------------------   ----------------------

 Other comprehensive income (loss), net of tax                        22,933                    (4,629)
                                                            -----------------------   ----------------------

 TOTAL COMPREHENSIVE INCOME (LOSS)                            $       32,740            $      (16,183)
                                                            =======================   ======================


                                            See Notes to Consolidated Financial Statements

The purchase method of accounting was used to record the fair values of assets acquired and liabilities assumed by Prudential
Financial, Inc. and "pushed-down" to the Company. This accounting will most notably result in decreased amortization and
depreciation reported in future periods. Accordingly, the accompanying financial statements of the Company, when indirectly
wholly-owned by Skandia Insurance Company Ltd., and the Company, currently indirectly wholly-owned by Prudential Financial, Inc., are
not comparable in many material respects.

American Skandia Life Assurance Corporation

Consolidated Statements of Stockholder's Equity
Periods Ended March 31, 2004 (unaudited), December 31, 2003, April 30, 2003 (unaudited) and December 31, 2002 (in thousands)
--------------------------------------------------------------------------------------------------------------------------------------------------------

                                                                                                    Accumulated
                                                                                                       other             Total
                                                         Paid-in-      Retained       Deferred      comprehensive    stockholder's
                                           Common         capital      earnings     compensation      income             equity
                                            Stock
                                       -----------------------------------------------------------------------------------------------
                                       -----------------------------------------------------------------------------------------------

Balance, January 31, 2002
(Predecessor)                            $  2,500        $ 335,329     $ 239,078      $      -       $       761      $    577,668

Net loss                                        -                -      (165,257)            -                 -          (165,257)
Capital contributions                           -          259,720             -             -                 -           259,720
Change in foreign currency
translation  adjustments, net of                -                -              -            -              (630)             (630)
taxes
Change in net unrealized investment
gains, net of reclassification
adjustment and taxes                            -                -              -            -            11,560            11,560
                                       -----------------------------------------------------------------------------------------------
Balance, December 31, 2002
(Predecessor)                               2,500          595,049        73,821             -            11,691           683,061

Net income                                      -                -         7,794             -                 -             7,794
Capital contributions                           -            2,183             -             -                 -             2,183
Change in foreign currency
translation adjustments, net of                 -                -             -             -               615               615
taxes
Change in net unrealized investment
gains, net of reclassification
adjustment and taxes                            -                -             -             -              (884)             (884)
                                       -----------------------------------------------------------------------------------------------
Balance, April 30, 2003 (Predecessor)       2,500          597,232        81,615             -            11,422           692,769


Acquisition purchase accounting
adjustments                                     -         (112,187)      (81,615)            -           (11,422)         (205,224)
                                       -----------------------------------------------------------------------------------------------
Balance, May 1, 2003 opening balance
sheet (Successor)                           2,500          485,045             -             -                 -           487,545

Net income                                      -                -        90,856             -                 -            90,856
Stock-based compensation                        -               55             -             -                 -                55
Deferred compensation program                   -                -             -          (360)                -              (360)
Change in net unrealized investment
gains, net of reclassification
adjustment and taxes                            -                -             -             -            (1,599)           (1,599)
                                       -----------------------------------------------------------------------------------------------
Balance, December 31, 2003 (Successor)      2,500          485,100        90,856          (360)           (1,599)          576,497

Net income                                      -                -         9,807             -                 -             9,807
Stock-based compensation                        -               95             -             -                 -                95
Deferred compensation program                   -                -             -        (1,040)                -            (1,040)
Change in net unrealized investment
gains, net of reclassification
adjustment and taxes                            -                -             -             -            19,512            19,512
Cumulative effect of accounting
change,  net of taxes                           -                -             -             -             3,421             3,421
                                       -----------------------------------------------------------------------------------------------
Balance, March 31, 2004 (Successor)      $  2,500        $ 485,195     $ 100,663      $ (1,400)      $    21,334      $    608,292
                                       ===============================================================================================

                                            See Notes to Consolidated Financial Statements

The purchase method of accounting was used to record the fair values of assets acquired and liabilities assumed by Prudential
Financial, Inc. and "pushed-down" to the Company. This accounting will most notably result in decreased amortization and
depreciation reported in future periods. Accordingly, the accompanying financial statements of the Company, when indirectly
wholly-owned by Skandia Insurance Company Ltd., and the Company, currently indirectly wholly-owned by Prudential Financial, Inc., are
not comparable in many material respects.

American Skandia Life Assurance Corporation

Consolidated Statements of Cash Flows (unaudited)
Three Months Ended March 31, 2004 and 2003 (in thousands)
------------------------------------------------------------------------------------------------------------------------------------------
                                                                     Successor               Predecessor
                                                               -----------------------   ---------------------
                                                                 Three months ended      Three months ended
                                                                   March 31, 2004          March 31, 2003
                                                               -----------------------   ---------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)                                                  $       9,807             $     (11,554)
Adjustments to reconcile net income (loss) to net cash
from operating activities:
   Realized investment losses, net                                           257                     1,220
   Amortization and depreciation                                          15,922                     4,663
   Cumulative effect of accounting change, net of taxes                   17,079                         -
   Change in:
     Policy reserves                                                      11,233                     3,826
     Accrued investment income                                               337                      (430)
     Net receivable/payable to Parent and affiliates                       5,469                    (1,219)
     Policy loans                                                           (901)                      (25)
     Deferred policy acquisition costs                                   (53,712)                   16,799
     Income taxes receivable                                             (29,499)                       14
     Other, net                                                           25,606                     2,688
                                                               -----------------------   ---------------------
Cash Flows From Operating Activities                                       1,598                    15,982
                                                               -----------------------   ---------------------
CASH FLOWS USED IN INVESTING ACTIVITIES:
   Proceeds from the sale/maturity of
     fixed maturities available for sale                                 225,987                    68,455
   Payments for the purchase of
     fixed maturities available for sale                                (147,864)                  (91,955)
   Proceeds from the sale of shares in equity securities                  15,276                     9,507
   Payments for the purchase of shares in equity
     securities and dividend reinvestments                               (13,848)                  (23,568)
   Other short-term investments, net                                    (164,692)                    1,019
                                                               -----------------------   ---------------------
Cash Flows Used in Investing Activities                                  (85,141)                  (36,542)
                                                               -----------------------   ---------------------
CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES:
   Capital contribution                                                        -                     1,284
   Decrease in future fees payable to ASI, net                           (28,490)                  (48,247)
   Cash collateral for loaned securities                                 143,423                         -
   Securities sold under agreement to repurchase                          23,542                         -
   Net (decrease) increase in short-term borrowing                       (70,000)                   15,000
   Net increase in long-term borrowing                                   135,000                         -
   Stock-based compensation                                                   95                         -
   Deferred compensation program                                          (1,040)                        -
   Deposits to contract owner accounts                                     8,155                   145,737
   Withdrawals from contract owner accounts                             (111,378)                  (45,519)
   Change in contract owner accounts, net of                             (15,764)                  (81,220)
investment earnings
                                                               -----------------------   ---------------------
Cash Flows From (Used in) Financing Activities                            83,543                   (12,965)
                                                               -----------------------   ---------------------

   Net decrease in cash and cash equivalents                                   -                   (33,525)
   Change in foreign currency translation, net                                 -                       151
   Cash and cash equivalents, beginning of period                              -                    51,339
                                                               -----------------------   ---------------------
CASH AND CASH EQUIVALENTS, END OF PERIOD                           $           -             $      17,965
                                                               =======================   =====================
   Income taxes paid (received)                                    $      41,632             $         (10)
                                                               =======================   =====================
   Interest paid (received)                                        $       5,095             $      (5,510)
                                                               =======================   =====================

                                            See Notes to Consolidated Financial Statements

The purchase method of accounting was used to record the fair values of assets acquired and liabilities assumed by Prudential
Financial, Inc. and "pushed-down" to the Company. This accounting will most notably result in decreased amortization and
depreciation reported in future periods. Accordingly, the accompanying financial statements of the Company, when indirectly
wholly-owned by Skandia Insurance Company Ltd., and the Company, currently indirectly wholly-owned by Prudential Financial, Inc., are
not comparable in many material respects.

American Skandia Life Assurance Corporation

Notes to Consolidated Financial Statements (unaudited)

1.       ORGANIZATION AND OPERATION

American  Skandia Life Assurance  Corporation  (the  "Company"),  with its principal  offices in Shelton,  Connecticut,  is an indirect
wholly-owned subsidiary of Prudential Financial,  Inc. ("Prudential  Financial").  On December 19, 2002, Skandia Insurance Company Ltd.
(publ)  ("SICL"),  an insurance  company  organized  under the laws of the Kingdom of Sweden,  and the ultimate  parent  company of the
Company prior to May 1, 2003,  entered into a definitive  purchase  agreement  with  Prudential  Financial,  a New Jersey  corporation,
whereby  Prudential  Financial  would  acquire the  Company and certain of its  affiliates  (the  "Acquisition").  On May 1, 2003,  the
initial phase of the Acquisition was consummated.  This included  Prudential  Financial  acquiring 90% of Skandia U.S. Inc.'s ("SUSI"),
an indirect parent of the Company,  outstanding  common stock. On September 9, 2003,  Prudential  Financial  acquired the remaining 10%
of SUSI's outstanding common stock for $165 million.

The Company develops long-term savings and retirement  products,  which are distributed through its affiliated  broker/dealer  company,
American Skandia Marketing,  Incorporated.  The Company currently issues variable deferred and immediate  annuities for individuals and
groups in the United States of America and its territories.

2.       BASIS OF PRESENTATION

The unaudited  interim  consolidated  financial  statements  have been  prepared in accordance  with  accounting  principles  generally
accepted in the United States of America on a basis  consistent  with  reporting  interim  financial  information  in  accordance  with
instructions  to Form 10-Q and Article 10 of  Regulation  S-X of the  Securities  and  Exchange  Commission.  These  interim  financial
statements  are  unaudited  but  reflect  all  adjustments,  which in the  opinion  of  management,  are  necessary  to  provide a fair
presentation of the consolidated  results of operations and financial  condition of the Company for the interim periods presented.  The
Company is a  wholly-owned  subsidiary of American  Skandia,  Inc.  ("ASI"),  which in turn is an indirect  wholly-owned  subsidiary of
Prudential  Financial.  All such  adjustments are of a normal  recurring  nature.  The results of operations for any interim period are
not necessarily  indicative of results for a full year. Certain amounts in the Company's prior year consolidated  financial  statements
have been  reclassified to conform with the current year  presentation.  These financial  statements should be read in conjunction with
the  consolidated  financial  statements  and notes thereto  contained in the  Company's  Annual Report on Form 10-K for the year ended
December 31, 2003.

3.       CONTINGENCIES AND LITIGATION

Contingencies
On an ongoing basis,  our internal  supervisory  and control  functions  review the quality of our sales,  marketing and other customer
interface  procedures and practices and may recommend  modifications  or enhancements.  In certain cases, if appropriate,  we may offer
customers remediation and may incur charges, including the cost of such remediation, administrative costs and regulatory fines.

It is possible  that the results of  operations  or the cash flow of the Company in a particular  quarterly  or annual  period could be
materially  affected as a result of payments in connection  with the matters  discussed above  depending,  in part, upon the results of
operations or cash flow for such period.  Management  believes,  however,  that the ultimate payments in connection with these matters,
after  consideration of applicable reserves and  indemnification,  should not have a material adverse effect on the Company's financial
position.

Litigation
The  Company is subject to legal and  regulatory  actions  in the  ordinary  course of its  businesses,  including  class  actions  and
individual  lawsuits.  Pending legal and regulatory  actions include  proceedings  relating to aspects of the businesses and operations
that are specific to the Company and that are typical of the  businesses  in which the Company  operates.  Class action and  individual
lawsuits involve a variety of issues and/or  allegations,  which include sales practices,  underwriting  practices,  claims payment and
procedures,  premium charges,  policy servicing and breach of fiduciary duties to customers.  We are also subject to litigation arising
out of our  general  business  activities,  such as our  investments  and third  party  contracts.  In  certain of these  matters,  the
plaintiffs are seeking large and/or indeterminate amounts, including punitive or exemplary damages.




American Skandia Life Assurance Corporation

Notes to Consolidated Financial Statements (unaudited)

3.       CONTINGENCIES AND LITIGATION (continued)

The Company has received formal  requests for information  from regulators  including,  among others,  the New York Attorney  General's
Office and the  Securities and Exchange  Commission in connection  with its variable  annuity  businesses.  The Company  believes these
matters may lead to proceedings.  The Company is engaged in ongoing  discussions with the above  organizations and is fully cooperating
with them.  The Company has expanded the  disclosure  in its  variable  annuity  prospectuses  concerning  its policies and  procedures
regarding market timing, and the discussions with the above organizations have focused on the Company's previous  disclosures  relating
to these policies and procedures.

In recent years, a number of annuity  companies have been named as defendants in class action lawsuits  relating to the use of variable
annuities  as funding  vehicles  for  tax-qualified  retirement  accounts.  The  Company is  currently a defendant  in one  lawsuit,  a
purported  nationwide  class action  complaint,  filed in the United  States  District  Court for the Southern  District of New York in
December  2002,  Donovan v.  American  Skandia  Life Ass.  Corp.  et al. The  complaint  alleges  that the  Company  and certain of its
affiliates  violated federal securities laws in marketing  variable  annuities and seeks injunctive relief and compensatory  damages in
unspecified  amounts.  In July 2003,  the court granted the Company's  motion to dismiss the complaint  with  prejudice.  On August 29,
2003,  Plaintiffs filed a notice of appeal of that decision with the United States Court of Appeals for the Second Circuit,  which held
oral arguments on April 29, 2004.

The Company's  parent and sole  shareholder,  ASI, is currently a named defendant in six purported  nationwide  class action  lawsuits.
Each of these lawsuits alleges that ASI and others violated  federal  securities laws in connection with late trading and market timing
activities  and seeks  remedies,  including  compensatory  and  punitive  damages in  unspecified  amounts.  The cases are as  follows:
Lowinger v. Invesco  Advantage  Health  Sciences Fund, et al., filed in the United States  District Court for the Southern  District of
New York in December,  2003 and served on ASI in February,  2004;  Russo,  et al. v. Invesco  Advantage  Health  Sciences Fund, et al.,
filed in the United States  District Court for the Southern  District of New York in December,  2003,  this suit has not been served on
ASI; Lori Weinrib v. Invesco  Advantage  Health  Sciences  Fund, et al.,  filed in the United  States  District  Court for the Southern
District of New York in January,  2004,  this suit has not been served on ASI;  Erhlich v. Invesco  Advantage  Health  Sciences Fund et
al.,  filed in the United  States  District  Court for the  District  of  Colorado in  December,  2003,  this suit was served on ASI in
February,  2004;  Fattah v. Invesco  Advantage Health Sciences Fund, et al., filed in the United States District Court for the District
of Colorado in December,  2003,  this suit has not been served on ASI. The Company  believes that these cases will be  consolidated  in
Multi-District litigation located in the Baltimore Division of the United States District Court for the District of Maryland.

The Company is also aware that ASI is a defendant  designated  as "Does  1-500" in a suit filed in October,  2003 in the United  States
District  Court for the Central  District of California  entitled Mike Sayegh v. Janus  Capital  Corporation,  et al. This suit alleges
that various  defendants  engaged in improper late trading and market timing activities in various funds also named as defendants.  The
complaint  further alleges that such  activities were in violation of California  Business and  Professional  Code Section 17200.  This
suit has not been  served  on ASI.  The  Company  believes  that this  suit may be  included  in the  Multi-District  action  discussed
above.

The Company's  litigation is subject to many  uncertainties,  and given the complexity and scope, the outcomes cannot be predicted.  It
is possible  that the results of  operations  or the cash flow of the  Company in a  particular  quarterly  or annual  period  could be
materially  affected by an  ultimate  unfavorable  resolution  of pending  litigation  and  regulatory  matters.  Management  believes,
however,  that the ultimate outcome of all pending litigation and regulatory  matters,  after  consideration of applicable reserves and
indemnification, should not have a material adverse effect on the Company's financial position.

It should be noted that the judgments,  settlements and expenses associated with many of these lawsuits,  administrative and regulatory
matters,  including the complaints  described above, may, in whole or in part, after  satisfaction of certain  retention  requirements,
fall within the purview of SICL's  indemnification  obligations  to Prudential  Financial and its  subsidiaries  under the terms of the
Acquisition.  Those  obligations  of SICL  provide  for  indemnification  of certain  judgments,  settlements,  and costs and  expenses
associated with lawsuits and other claims against the Company  ("matters"),  and apply only to matters,  or groups of related  matters,
for which the costs and expenses  exceed $25  thousand  individually.  Those  obligations  only apply to such costs and  expenses  that
exceed $10 million in the aggregate,  subject to reduction for insurance  proceeds,  certain accruals and any tax benefit applicable to
such amounts, and those obligations do not apply to the extent that such aggregate exceeds $1 billion.


American Skandia Life Assurance Corporation

Notes to Consolidated Financial Statements (unaudited)

4.       RELATED PARTY TRANSACTIONS

Debt Agreements
On January 3, 2002, the Company  entered into a $150 million credit  facility  agreement with ASI. This credit  facility  terminates on
December 31, 2005 and bears interest at the offered rate in the London  interbank  market (LIBOR) plus 0.35% per annum for the relevant
interest period.  During the first quarter of 2004, the Company  borrowed an additional $20 million against this credit  facility.  The
proceeds were used to support working capital needs.

On March 12, 2004,  the Company  entered into a $45 million loan with  Prudential  Funding LLC. This loan matures on March 12, 2007 and
has an interest rate of 1.43%.  The proceeds were used to support working capital needs.

5.       NEW ACCOUNTING POLICIES AND ACCOUNTING PRONOUNCEMENTS

In July 2003,  the  Accounting  Standards  Executive  Committee  ("AcSEC") of the American  Institute of Certified  Public  Accountants
("AICPA")  issued  Statement of Position ("SOP") 03-1,  "Accounting and Reporting by Insurance  Enterprises for Certain  Nontraditional
Long-Duration  Contracts  and for  Separate  Accounts".  AcSEC  issued  the SOP to address  the need for  interpretive  guidance  to be
developed in three areas:  separate account  presentation and valuation;  the accounting  recognition  given sales  inducements  (bonus
interest, bonus credits, persistency bonuses); and the classification and valuation of certain long-duration contract liabilities.

The Company  adopted the SOP effective  January 1, 2004. The effect of initially  adopting SOP 03-1 was a charge of $17.1 million,  net
of $9.4 million of taxes,  which was reported as a "cumulative  effect of accounting change, net of taxes" in the results of operations
for the three  months  ended March 31,  2004.  This charge  reflects  the net impact of  converting  certain  individual  market  value
adjusted  annuity  contracts from separate  account  accounting  treatment to general  account  accounting  treatment and the effect of
establishing  reserves  for  guaranteed  minimum  death  benefit  provisions  of the  Company's  annuity  contracts.  The Company  also
recognized a cumulative effect of accounting change related to unrealized  investment gains within "Other comprehensive  income, net of
taxes" of $3.4  million,  net of $1.9  million of taxes.  Upon  adoption of the SOP $1.8  billion in  "separate  account  assets"  were
reclassified  resulting in a $1.7 billion increase in "fixed maturities,  available for sale," as well as changes in other non-separate
account assets.  Similarly,  upon adoption,  $1.8 billion in "separate account liabilities" were reclassified resulting in increases in
"policyholders' account balances," as well as changes in other non-separate account liabilities.

6.       INCOME TAXES

Income  taxes for  interim  periods  have been  computed  using an  estimated  annual  effective  tax rate.  This rate is  revised,  if
necessary, at the end of each successive interim period to reflect the current estimate of the annual effective tax rate.



















Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
American Skandia Life Assurance Corporation meets the conditions set forth in General Instruction H(1)(a) and (b) on Form 10-Q and is
filing this form with reduced disclosure.

Management's  Discussion and Analysis of Financial  Condition and Results of Operations  ("MD&A") addresses the consolidated  financial
condition of American  Skandia Life Assurance  Corporation  (the "Company") as of March 31, 2004,  compared with December 31, 2003, and
its  consolidated  results of  operations  for the three month  periods  ended March 31, 2004 and March 31,  2003.  You should read the
following  analysis of our  consolidated  financial  condition  and results of operations in  conjunction  with the Company's  MD&A and
audited Consolidated Financial statements included in the Company's Report on Form 10-K for the year ended December 31, 2003.

General
The Company, with its principal offices in Shelton,  Connecticut,  is an indirect wholly-owned subsidiary of Prudential Financial, Inc.
("Prudential  Financial").  The Company was  established in 1988 and is a significant  provider of variable  annuity  contracts for the
individual  market in the United States.  Affiliates of the Company sponsor and distribute  shares of registered  investment  companies
("mutual  funds").  Because these mutual funds are not sponsored or distributed by the Company,  such products are not discussed herein
and are not reflected in the Company's financial statements.

The Company's  products are sold primarily to  individuals to provide for long-term  savings and retirement and to address the economic
impact of premature  death,  estate planning  concerns and  supplemental  retirement  needs.  The investment  performance of the mutual
funds supporting the variable annuity contracts,  which is strongly correlated to equity market performance,  can significantly  impact
the market for the Company's products.

Products and Distribution
 The Company offers a wide array of annuities,  including:  a) certain  deferred and immediate  annuities that are registered  with the
Securities and Exchange  Commission,  including  variable  annuities with fixed interest rate investment  options that include a market
value adjustment  ("MVA") feature;  b) certain other fixed deferred  annuities that are not registered with the Securities and Exchange
Commission; and c) fixed, adjustable and variable immediate annuities.

The Company sells its wide array of annuity  products through  multiple  distribution  channels  including,  (a) independent  financial
planners;  (b)  broker-dealers  that  generally  are  members  of the New York  Stock  Exchange,  including  "wirehouse"  and  regional
broker-dealer  firms;  and (c)  broker-dealers  affiliated with banks or that  specialize in marketing to customers of banks.  Although
the  Company  is active in each of those  distribution  channels,  the  majority  of the  Company's  sales  have come from  independent
financial  planners.  The  Company  has  selling  agreements  with  approximately  twelve  hundred  broker/dealer  firms and  financial
institutions.

Although many of the Company's  competitors have acquired or are looking to acquire their distribution  channels as a means of securing
sales,  the  Company  has not done so.  Instead,  the  Company  believes  its  success is  dependent  on its  ability  to  enhance  its
relationships  with both the selling firms and their  registered  representatives.  In cooperation  with its affiliated  broker-dealer,
American Skandia Marketing,  Incorporated,  the Company uses marketing teams to provide support to its primary  distribution  channels.
In addition, the Company also offers a number of private label and proprietary products distributed by select large distributors.

The Company's Changes in Financial Position and Results of Operations are described below.

1.       Analysis of Financial Condition

From  December  31,  2003 to March 31,  2004 there was an  increase  of $886.7  million  in total  assets  from $27.2  billion to $28.1
billion.  The largest increase was in fixed  maturities,  which increased by $1.7 billion primarily due to the January 1, 2004 adoption
of Statement of Position  ("SOP") 03-1,  "Accounting and Reporting by Insurance  Enterprises for Certain  Nontraditional  Long-Duration
Contracts and for Separate  Accounts" issued by the Accounting  Standards  Executive  Committee  ("AcSEC") of the American Institute of
Certified Public  Accountants  ("AICPA").  SOP 03-1 requires the conversion of certain  individual MVA annuity  contracts from separate
account  accounting  treatment to general account accounting  treatment and the effect of establishing  reserves for guaranteed minimum
death benefit ("GMDB")  provisions of the Company's  annuity  contracts.  Separate  account assets  decreased by $960.1 million,  which
includes a $1.8  billion  decrease  due to the SOP 03-1  reclassification  of the assets  supporting  the fixed,  MVA  liability to the
general account and a $853 million increase  primarily from positive net flows and market value  appreciation.  Short-term  investments
increased by $171.2 million also due to the  reclassification  from the separate account to the general account.  Valuation of business
acquired ("VOBA")  decreased by $139.8 million,  primarily related to the adoption of SOP 03-1 (see the "Benefits and Expenses" section
for a further discussion of the VOBA decrease).

During this three-month period,  liabilities  increased by $854.9 million from $26.6 billion to $27.5 billion.  Policyholders'  account
balances  increased by $1.6 billion primarily due to the SOP 03-1  reclassification  of the fixed, MVA liability to the general account
for $1.8 billion  partially offset by a $117.1 million decrease in this liability  because of the SOP 03-01  requirement to record this
liability at accreted  value  instead of market value and a $119.9  million  decrease  mainly due to first  quarter  negative net flows
activity.  Separate  account  liabilities  decreased by $960.1  million,  as  described  above.  SOP 03-1 also  required the Company to
record a GMDB  liability for $8.6 million on January 1, 2004 (see the "Benefits and Expenses"  section for a further  discussion of the
GMDB liability calculation).

2.       Results of Operations

March 2004 to March 2003 Three Month Comparison

Net Income
Net income of $9.8 million for the first quarter of 2004 was an  improvement  of $21.4 million from the loss of $11.6 million  incurred
in the first quarter of 2003. The first quarter of 2004 had a cumulative  effect of accounting  change charge of $17.1 million,  net of
tax,  related to the January 1, 2004  adoption of SOP 03-1.  Excluding  the  cumulative  effect  charge,  net income  increased by 38.4
million.  Deferred  policy  acquisition  costs  ("DAC")  amortization  decreased  by $52 million  during the first three months of 2004
compared to 2003 due to purchase  accounting.  Further  details  regarding the components of revenues and expenses are described in the
following paragraphs.

Revenues
Consolidated  revenues  increased by $36.1 million,  from $104.3 million to $140.5 million.  Net investment  income  increased by $18.4
million  primarily due to the adoption of SOP 03-1 as a result of classifying  interest credited on account balances of our MVA annuity
contracts as interest credited in the current year as opposed to net investment income in the prior year period.

Policy  charges and fee income  increased by $8.4  million.  Mortality  and expense  ("M&E")  charges  increased by $20.5  million as a
result  of the  increase  in the  in-force  business.  Annuity  fees are  mainly  asset-based  fees,  which are  dependent  on the fund
balances.  Average annuity separate account fund balances have increased as a result of favorable  valuation  changes in the securities
market over the past year and  positive  net flows,  resulting  in an increase in policy  charges and fee income.  The  increase in M&E
fees was partially  offset by a $10.5 million realized market value  adjustment  expense on the Company's fixed,  market value adjusted
investment option related to the adoption of SOP 03-1.

Asset  management  fees  increased by $6.3 million as a result of higher average  assets under  management  compared to the same period
last year.  Asset management fees are asset-based fees, which are dependent on the amount of assets under management.

Benefits and Expenses
Policyholders'  benefits increased by $1.9 million primarily from an increase in the supplementary  contracts with life reserve of $1.0
million.

As of March 31, 2004,  the death benefit  coverage in force  (representing  the amount that we would have to pay if all  annuitants had
died on that date) was  approximately  $3.5  billion.  The death  benefit  coverage in force  represents  the excess of the  guaranteed
benefit amount over the account value.  The GMDB feature  provides  annuity contract holders with a guarantee that the benefit received
at death will be no less than a prescribed  minimum  amount.  This minimum amount is generally  based on the net deposits paid into the
contract and, for greater than 80% of the business in force as of March 31, 2004,  this minimum  guarantee is  applicable  only for the
first ten contract  years or until a specified  attained  age. To the extent that the GMDB is higher than the current  account value at
the time of death,  the Company  incurs a cost.  This results in increased  annuity policy  benefits in periods of declining  financial
markets and in periods of stable  financial  markets  following a decline.  Effective  January 1, 2004,  the Company  adopted SOP 03-1,
which  requires us to record such a liability  based on application of an expected  benefit ratio to "cumulative  assessments"  through
the balance  sheet date,  and then  subtracting  "cumulative  excess  payments"  from that date.  The GMDB reserve as of March 31, 2004
amounted to $13.1 million.

In addition to establishing a liability  associated with the GMDB feature,  SOP 03-1 required a change in valuation and presentation of
our liability  associated with the MVA feature contained in certain annuity  contracts.  The MVA feature requires the Company to pay to
the  contract  holder upon  surrender  the  accreted  value of the fund as well as a MVA based on the  crediting  rates on the contract
surrendered  compared to  crediting  rates on newly issued  contracts.  At December 31,  2003,  this  liability  was recorded at market
value,  which considered the effects of unrealized  gains and losses in contract value resulting from changes in crediting rates.  Upon
adoption of SOP 03-1,  the Company  reclassified  this  liability  from  "Separate  account  liabilities"  to  "Policyholders'  account
balances" and reduced it by $117.1  million to reflect  accreted  value,  which  excludes the effect of unrealized  gains and losses in
contract value resulting from changes in crediting  rates.  However,  in valuing the VOBA  established at the date of  acquisition,  we
considered the effect of unrealized gains and losses in contract value  associated with annuities  containing the MVA feature on future
cash flows.  As a result,  the  reduction in the liability  for the MVA feature  resulted in a net decrease in VOBA of $128.9  million,
and lower future amortization.

Interest  credited to policyholder  account balances  increased by $8.4 million  primarily due to the adoption of SOP 03-1 amounting to
an increase of $16.9  million.  As discussed  above,  previously  interest  credited was recorded  within net investment  income.  This
increase was  partially  offset by decreased  amortization  of deferred  purchase  credits of $8.5 million  consistent  with  decreased
amortization of DAC primarily as a result of purchase accounting.

General,  administrative,  and other expenses decreased by $33.0 million from the prior year quarter. The primary reason was a decrease
in DAC  amortization  of $52 million due to the  Company's  DAC asset being  assigned a fair value of zero,  consistent  with  purchase
accounting  guidance as of the date of the  acquisition.  Partially  offsetting this was a $11.9 million increase in expense related to
the future  fees  payable  to ASI  liability.  Expense on these  obligations  is driven by the cash flows from the  underlying  annuity
contracts  acting as  collateral.  Due to purchase  accounting and increasing  asset values of those annuity  contracts,  driven by the
improving equity markets, the cash flows, and therefore the expense has increased from prior year levels.

4.   Significant Accounting Policies

For information on the Company's significant  accounting policies,  see MD&A in the Company's audited consolidated financial statements
on Form 10-K for the year ended December 31, 2003.

Item 4.  Controls and Procedures

In order to ensure that the  information  we must  disclose in our filings with the  Securities  and Exchange  Commission  is recorded,
processed,  summarized,  and reported on a timely basis,  the Company's  management,  including our Chief  Executive  Officer and Chief
Financial  Officer,  have reviewed and evaluated the  effectiveness of our disclosure  controls and procedures,  as defined in Exchange
Act Rules 13a-15(e) and 15d-15(e),  as of March 31, 2004.  Based on such  evaluation,  the Chief Executive  Officer and Chief Financial
Officer have concluded  that, as of March 31, 2004, our disclosure  controls and procedures  were effective in timely  alerting them to
material  information  relating to us required to be included in our  periodic  SEC  filings.  There has been no change in our internal
control over financial  reporting  during the quarter ended March 31, 2004, that has materially  affected,  or is reasonably  likely to
materially affect, our internal control over financial reporting.




PART II                                                                 OTHER INFORMATION

Item 1.  Legal Proceedings

The  Company is subject to legal and  regulatory  actions  in the  ordinary  course of its  businesses,  including  class  actions  and
individual  lawsuits.  Pending legal and regulatory  actions include  proceedings  relating to aspects of the businesses and operations
that are specific to the Company and that are typical of the  businesses  in which the Company  operates.  Class action and  individual
lawsuits involve a variety of issues and/or  allegations,  which include sales practices,  underwriting  practices,  claims payment and
procedures,  premium charges,  policy servicing and breach of fiduciary duties to customers.  We are also subject to litigation arising
out of our  general  business  activities,  such as our  investments  and third  party  contracts.  In  certain of these  matters,  the
plaintiffs are seeking large and/or indeterminate amounts, including punitive or exemplary damages.

The Company has received formal  requests for information  from regulators  including,  among others,  the New York Attorney  General's
Office and the  Securities and Exchange  Commission in connection  with its variable  annuity  businesses.  The Company  believes these
matters may lead to proceedings.  The Company is engaged in ongoing  discussions with the above  organizations and is fully cooperating
with them.  The Company has expanded the  disclosure  in its  variable  annuity  prospectuses  concerning  its policies and  procedures
regarding market timing, and the discussions with the above organizations have focused on the Company's previous  disclosures  relating
to these policies and procedures.

In recent years, a number of annuity  companies have been named as defendants in class action lawsuits  relating to the use of variable
annuities  as funding  vehicles  for  tax-qualified  retirement  accounts.  The  Company is  currently a defendant  in one  lawsuit,  a
purported  nationwide  class action  complaint,  filed in the United  States  District  Court for the Southern  District of New York in
December  2002,  Donovan v.  American  Skandia  Life Ass.  Corp.  et al. The  complaint  alleges  that the  Company  and certain of its
affiliates  violated federal securities laws in marketing  variable  annuities and seeks injunctive relief and compensatory  damages in
unspecified  amounts.  In July 2003,  the court granted the Company's  motion to dismiss the complaint  with  prejudice.  On August 29,
2003,  Plaintiffs filed a notice of appeal of that decision with the United States Court of Appeals for the Second Circuit,  which held
oral arguments on April 29, 2004.

The Company's  parent and sole  shareholder,  ASI, is currently a named defendant in six purported  nationwide  class action  lawsuits.
Each of these lawsuits alleges that ASI and others violated  federal  securities laws in connection with late trading and market timing
activities  and seeks  remedies,  including  compensatory  and  punitive  damages in  unspecified  amounts.  The cases are as  follows:
Lowinger v. Invesco  Advantage  Health  Sciences Fund, et al., filed in the United States  District Court for the Southern  District of
New York in December,  2003 and served on ASI in February,  2004;  Russo,  et al. v. Invesco  Advantage  Health  Sciences Fund, et al.,
filed in the United States  District Court for the Southern  District of New York in December,  2003,  this suit has not been served on
ASI; Lori Weinrib v. Invesco  Advantage  Health  Sciences  Fund, et al.,  filed in the United  States  District  Court for the Southern
District of New York in January,  2004,  this suit has not been served on ASI;  Erhlich v. Invesco  Advantage  Health  Sciences Fund et
al.,  filed in the United  States  District  Court for the  District  of  Colorado in  December,  2003,  this suit was served on ASI in
February,  2004;  Fattah v. Invesco  Advantage Health Sciences Fund, et al., filed in the United States District Court for the District
of Colorado in December,  2003,  this suit has not been served on ASI. The Company  believes that these cases will be  consolidated  in
Multi-District litigation located in the Baltimore Division of the United States District Court for the District of Maryland.

The Company is also aware that ASI is a defendant  designated  as "Does  1-500" in a suit filed in October,  2003 in the United  States
District  Court for the Central  District of California  entitled Mike Sayegh v. Janus  Capital  Corporation,  et al. This suit alleges
that various  defendants  engaged in improper late trading and market timing activities in various funds also named as defendants.  The
complaint  further alleges that such  activities were in violation of California  Business and  Professional  Code Section 17200.  This
suit has not been  served  on ASI.  The  Company  believes  that this  suit may be  included  in the  Multi-District  action  discussed
above.

The Company's  litigation is subject to many  uncertainties,  and given the complexity and scope, the outcomes cannot be predicted.  It
is possible  that the results of  operations  or the cash flow of the  Company in a  particular  quarterly  or annual  period  could be
materially  affected by an  ultimate  unfavorable  resolution  of pending  litigation  and  regulatory  matters.  Management  believes,
however,  that the ultimate outcome of all pending litigation and regulatory  matters,  after  consideration of applicable reserves and
indemnification, should not have a material adverse effect on the Company's financial position.

It should be noted that the judgments,  settlements and expenses associated with many of these lawsuits,  administrative and regulatory
matters,  including the complaints  described above, may, in whole or in part, after  satisfaction of certain  retention  requirements,
fall within the purview of SICL's  indemnification  obligations  to Prudential  Financial and its  subsidiaries  under the terms of the
Acquisition.  Those  obligations  of SICL  provide  for  indemnification  of certain  judgments,  settlements,  and costs and  expenses
associated with lawsuits and other claims against the Company  ("matters"),  and apply only to matters,  or groups of related  matters,
for which the costs and expenses  exceed $25  thousand  individually.  Those  obligations  only apply to such costs and  expenses  that
exceed $10 million in the aggregate,  subject to reduction for insurance  proceeds,  certain accruals and any tax benefit applicable to
such amounts, and those obligations do not apply to the extent that such aggregate exceeds $1 billion.



























































Item 6.  Exhibits and Reports on Form 8-K

        (a)  Exhibits

         3(i)(a)  The Articles of Incorporation  of American  Skandia Life Assurance  Corporation are incorporated by reference to Form
                  10-K, Registration No. 33-44202, CIK No. 0000881453, Accession No. 0000881453-04-000025.

         3(ii)    By-Laws of American Skandia Life Assurance  Corporation are incorporated by reference to Form 10-K,  Registration No.
                  33-44202, CIK No. 0000881453, Accession No. 0000881453-04-000025.

         4        Instruments  defining  the right of security  holders  including  indentures  are  incorporated  by  reference to the
                  Company's Registration Nos. 333-114617,  33-88360, 33-89676, 33-91400, 333-00995,  333-02867,  333-24989,  333-25761,
                  333-97939, 333-26695, 333-97943 and 333-114615.

         10       Material contracts are incorporated by reference to the Company's Form S-3, Registration No. 333-114617.

         31.1     Section 302 Certification of the Chief Executive Officer

         31.2     Section 302 Certification of the Chief Financial Officer

         32.1     Section 906 Certification of the Chief Executive Officer

         32.2     Section 906 Certification of the Chief Financial Officer



         Schedules are omitted  because they are either not applicable or because the information  required  therein is included in the
           Notes to Consolidated Financial Statements.













                                                               SIGNATURES




Pursuant to the  requirements  of the  Securities  Exchange Act of 1934, the Registrant has duly caused this report to be signed on its
behalf of the undersigned, thereunto duly authorized.

                                              AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
                                                             (Registrant)

                                            By:    /s/  Zafar Rashid
                                                 Zafar Rashid
                                                 Executive Vice President and Chief Financial Officer



Signature                                   Title                                     Date




  /s/ Zafar Rashid                                    Executive Vice President and             May 14, 2004
Zafar Rashid                                          Chief Financial Officer
                                                 (Authorized Signatory and
                                                   Principal Financial Officer)












                                                                                                                           Exhibit 31.1


I, David R. Odenath, Jr. certify that:


1.  I have reviewed this quarterly report on Form 10-Q of American Skandia Life Assurance Corporation;


2.  Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with
respect to the period covered by this report;


3.  Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all
material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods
presented in this report;


4.  The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have:


     a) Designed such disclosure  controls and procedures,  or caused such disclosure  controls and procedures to be designed under our
     supervision,  to ensure that material information  relating to the registrant,  including its consolidated  subsidiaries,  is made
     known to us by others within those entities, particularly during the period in which this report is being prepared;


     b)  Evaluated  the  effectiveness  of the  registrant's  disclosure  controls  and  procedures  and  presented  in this report our
     conclusions about the effectiveness of the disclosure controls and procedures,  as of the end of the period covered by this report
     based on such evaluation; and


     c) Disclosed in this report any change in the  registrant's  internal  control over financial  reporting that occurred  during the
     registrant's  most recent  fiscal  quarter  (the  registrant's  fourth  fiscal  quarter in the case of an annual  report) that has
     materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and


5.  The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over
financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons
performing the equivalent functions):


     a) All significant  deficiencies and material  weaknesses in the design or operation of internal control over financial  reporting
     which are reasonably  likely to adversely  affect the  registrant's  ability to record,  process,  summarize and report  financial
     information; and


     b) Any  fraud,  whether  or not  material,  that  involves  management  or  other  employees  who have a  significant  role in the
     registrant's internal control over financial reporting.





Date: May 14, 2004

                                                      /s/ David R. Odenath, Jr.
                                                         David R. Odenath, Jr.
                                                 Chief Executive Officer and President





                                                                                                                           Exhibit 31.2


I, Zafar Rashid, certify that:


1.  I have reviewed this quarterly report on Form 10-Q of American Skandia Life Assurance Corporation;


2.  Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with
respect to the period covered by this report;


3.  Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all
material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods
presented in this report;


4.  The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have:


     a) Designed such disclosure  controls and procedures,  or caused such disclosure  controls and procedures to be designed under our
     supervision,  to ensure that material information  relating to the registrant,  including its consolidated  subsidiaries,  is made
     known to us by others within those entities, particularly during the period in which this report is being prepared;


     b)  Evaluated  the  effectiveness  of the  registrant's  disclosure  controls  and  procedures  and  presented  in this report our
     conclusions about the effectiveness of the disclosure controls and procedures,  as of the end of the period covered by this report
     based on such evaluation; and


     c) Disclosed in this report any change in the  registrant's  internal  control over financial  reporting that occurred  during the
     registrant's  most recent  fiscal  quarter  (the  registrant's  fourth  fiscal  quarter in the case of an annual  report) that has
     materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and


5.  The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over
financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons
performing the equivalent functions):


     a) All significant  deficiencies and material  weaknesses in the design or operation of internal control over financial  reporting
     which are reasonably  likely to adversely  affect the  registrant's  ability to record,  process,  summarize and report  financial
     information; and


     b) Any  fraud,  whether  or not  material,  that  involves  management  or  other  employees  who have a  significant  role in the
     registrant's internal control over financial reporting.








Date: May 14, 2004

                                                           /s/ Zafar Rashid
                                                             Zafar Rashid
                                          Executive Vice President and Chief Financial Officer





                                                                                                                           Exhibit 32.1




                                                             CERTIFICATION


         Pursuant to 18 U.S.C. Section 1350, I, David R. Odenath, Jr., Chief Executive Officer and President of American Skandia Life
Assurance Corporation (the "Company"), hereby certify that the Company's Quarterly Report on Form 10-Q for the quarter ended March
31, 2004 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and
that the information contained in the Report fairly presents, in all material respects, the financial condition and results of
operations of the Company.



Dated: May 14, 2004




                                                     /s/ David R. Odenath, Jr.
                                                    ----------------------------
                                                   Name:  David R. Odenath, Jr.
                                                   Title: Chief Executive Officer and President





         The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of
the Report or as a separate disclosure document.



                                                                                                                           Exhibit 32.2


                                                             CERTIFICATION



         Pursuant to 18 U.S.C. Section 1350, I, Zafar Rashid, Executive Vice President and Chief Financial Officer of American
Skandia Life Assurance Corporation (the "Company"), hereby certify that the Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2004 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of
1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results
of operations of the Company.


Dated: May 14, 2004





                                                     /s/ Zafar Rashid
                                                    --------------------
                                                   Name:  Zafar Rashid
                                                   Title: Executive Vice President and Chief Financial Officer






         The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of
the Report or as a separate disclosure document.`