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                                                             UNITED STATES
                                                  SECURITIES AND EXCHANGE COMMISSION
                                                        Washington, D.C. 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, 2005

                                                                  OR

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

                                             FOR THE TRANSITION PERIOD FROM             TO

                                                    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                                     (I.R.S. Employer
             of Incorporation or Organization)                               Identification Number)

                                                          One Corporate Drive
                                                      Shelton, Connecticut 06484
                                                            (203) 926-1888
                              (Address and Telephone Number of Registrant's Principal Executive Offices)

                                   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 Act). Yes [ ]  No|X|
      State the aggregate market value of the voting stock held by non-affiliates of the registrant: NONE

      As of May 16, 2005,  25,000 shares of the  registrant's  Common Stock (par value $100) consisting of 100 voting shares and 24,900
non-voting  shares,  were  outstanding.  As of such date,  American  Skandia,  Inc., an indirect wholly owned  subsidiary of Prudential
Financial, Inc., a New Jersey corporation, owned all of the registrant's Common Stock.


                                 American Skandia Life Assurance Corporation meets the conditions set
                                   forth in General Instruction (I) (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

                                                    PART I - Financial Information

Financial Statements                                                                                  Page No.

  Item 1.Financial Statements (unaudited):

         Statements of Financial Position
         As of March 31, 2005 and December 31, 2004                                                       3

         Statements of Operations and Comprehensive Income
         Three months ended March 31, 2005 and 2004                                                       4

         Statements of Stockholder's Equity
         Periods ended March 31, 2005 and December 31,2004                                                5

         Statements of Cash Flows
         Three months ended March 2005 and 2004                                                           6

         Notes to Financial Statements                                                                    7

Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations            9

Item 4.  Controls and Procedures                                                                         11

                                                      PART II - Other Information
Item 6.  Exhibits                                                                                        12

Signatures                                                                                               14

Forward-Looking Statements

Some of the statements  included in this Quarterly Report on Form 10-Q,  including but not limited to those in Management's  Discussion
and Analysis of Financial  Condition and Results of Operations,  may 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,"  "should,"  "will,"  "shall"  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.  There can be no assurance that
future  developments  affecting  American  Skandia  Life  Assurance  Corporation  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, among others: (1) general economic, market and political conditions,  including the performance
of financial markets and interest rate fluctuations;  (2) domestic or international military or terrorist activities or conflicts;  (3)
volatility in the securities  markets;  (4)  fluctuations  in foreign  currency  exchange  rates and foreign  securities  markets;  (5)
regulatory  or  legislative  changes,  including  changes in tax law;  (6) changes in  statutory or U.S.  GAAP  accounting  principles,
practices or policies;  (7) differences between actual experience regarding mortality,  morbidity,  persistency,  surrender experience,
interest  rates,  or market returns and the  assumptions we use in pricing our products,  establishing  liabilities and reserves or for
other  purposes;  (8)  re-estimates of our reserves for future policy  benefits and claims;  (9) changes in our assumptions  related to
deferred policy  acquisition  costs;  (10) events  resulting in catastrophic  loss of life; (11) investment  losses and defaults;  (12)
changes in our claims-paying or credit ratings;  (13) competition in our product lines and for personnel;  (14) adverse  determinations
in litigation or regulatory  matters and our exposure to contingent  liabilities;  and (15) the effects of  acquisitions,  divestitures
and  restructurings,  including  possible  difficulties in integrating and realizing the projected  results of  acquisitions.  American
Skandia Life Assurance  Corporation does not intend,  and is under no obligation,  to update any particular  forward-looking  statement
included in this document.

American Skandia Life Assurance Corporation

Statements of Financial Position (unaudited)
As of March 31, 2005 and December 31, 2004 (in thousands)
------------------------------------------------------------------------------------------------------------------------------------

                                                                             March 31,          December 31,
                                                                               2005                 2004
                                                                         ------------------   -----------------
ASSETS
Fixed maturities available for sale,
   at fair value (amortized cost, 2005 $1,819,103; 2004: $1,737,949)       $   1,818,603        $   1,771,976
Trading account assets, at fair value                                             44,094               47,316
Equity securities available for sale, at fair value (cost of $11,238)             11,202               11,567
Policy loans                                                                      10,907               10,323
Short-term investments                                                           382,092              423,971
                                                                         ------------------   -----------------
   Total investments                                                           2,266,898            2,265,153
Cash and cash equivalents                                                          7,527               72,854
Deferred policy acquisition costs                                                344,179              300,901
Accrued investment income                                                         22,102               22,321
Receivables from Parent and affiliates                                                 -                5,098
Income taxes receivable                                                          243,889              244,932
Valuation of business acquired                                                   226,584              234,167
Deferred purchase credits                                                        160,537              144,395
Other assets                                                                     136,925               53,332
Separate account assets                                                       26,308,529           26,984,413
                                                                         ------------------   -----------------
TOTAL ASSETS                                                               $  29,717,170        $  30,327,566
                                                                         ==================   =================

LIABILITIES AND STOCKHOLDER'S EQUITY
Liabilities
Policyholders' account balances                                            $   1,503,193        $   1,411,483
Future policy benefits and other policyholder liabilities                         65,088               50,980
Payables to Parent and affiliates                                                 21,014               24,182
Cash collateral for loaned securities                                            228,616              291,299
Securities sold under agreements to repurchase                                    25,148               33,373
Short-term borrowing                                                             182,158              140,363
Long-term borrowing                                                              135,000              135,000
Future fees payable to American Skandia, Inc. ("ASI")                            176,775              200,597
Other liabilities                                                                378,326              368,406
Separate account liabilities                                                  26,308,529           26,984,413
                                                                         ------------------   -----------------
Total liabilities                                                             29,023,847           29,640,096
                                                                         ------------------   -----------------

Contingencies (See Note 3)

Stockholder's Equity
Common stock, $100 par value; 25,000 shares, authorized, issued and
outstanding                                                                        2,500                2,500
Additional paid-in capital                                                       484,264              484,425
Retained earnings                                                                210,878              180,759
Deferred compensation                                                             (1,756)                (904)
Accumulated other comprehensive income (loss)                                     (2,563)              20,690
                                                                         ------------------   -----------------
Total stockholder's equity                                                       693,323              687,470
                                                                         ------------------   -----------------
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY                                 $  29,717,170        $  30,327,566
                                                                         ==================   =================





                                                   See Notes to Financial Statements


American Skandia Life Assurance Corporation

Statements of Operations and Comprehensive Income (unaudited)
Three Months ended March 31, 2005 and 2004 (in thousands)
----------------------------------------------------------------------------------------------------------------------------------

                                                                        2005                    2004
                                                                 ------------------      ------------------

REVENUES

Premiums                                                          $         9,666         $         2,712
Policy charges and fee income                                             115,953                  98,056
Net investment income                                                      21,791                  19,311
Realized investment (losses) gains, net                                    (1,802)                   (257)
Asset management fees                                                      29,781                  27,342
Other income                                                               (1,245)                  1,295
                                                                 ------------------      ------------------
Total revenues                                                            174,144                 148,459
                                                                 ------------------      ------------------

BENEFITS AND EXPENSES

Policyholders' benefits                                                    38,962                  27,731
Interest credited to policyholders' account balances                       18,247                  20,553
General, administrative and other expenses                                 74,797                  61,156
                                                                 ------------------      ------------------

Total benefits and expenses                                               132,006                 109,440
                                                                 ------------------      ------------------

INCOME FROM OPERATIONS BEFORE INCOME TAXES AND CUMULATIVE
EFFECT OF ACCOUNTING CHANGE
                                                                           42,138                  39,019
                                                                 ------------------      ------------------

Income tax expense                                                         12,019                  12,133
                                                                 ------------------      ------------------

INCOME  FROM OPERATIONS BEFORE CUMULATIVE EFFECT OF ACCOUNTING
CHANGE                                                                     30,119                  26,886
                                                                 ------------------      ------------------

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

NET INCOME                                                                 30,119                   9,807
                                                                 ------------------      ------------------

Other comprehensive (loss) income, net of taxes                           (23,253)                 22,933
                                                                 ------------------      ------------------

COMPREHENSIVE INCOME                                              $         6,866         $        32,740
                                                                 ==================      ==================














                                                   See Notes to Financial Statements


American Skandia Life Assurance Corporation

Statements of Stockholder's Equity (unaudited)
Periods ended March 31, 2005 and December 31, 2004 (in thousands)
------------------------------------------------------------------------------------------------------------------------------------------------

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

                                       -----------------------------------------------------------------------------------------------
Balance, December 31, 2003                  2,500          485,100        90,856          (360)           (1,599)          576,497

Net income                                                                89,903                                            89,903
Purchase of fixed maturities from an            -             (948)            -             -               948                 -
affiliate, net of taxes
Stock-based compensation                                       273                                                             273
Deferred compensation program                                                             (544)                               (544)
Change in net unrealized investment
gains                                                                                                     21,341            21,341
                                       -----------------------------------------------------------------------------------------------
Balance, December 31, 2004              $   2,500       $  484,425    $  180,759     $    (904)        $  20,690        $  687,470

Net income                                                                30,119                                            30,119
Stock-based compensation                                      (161)                                                           (161)
Deferred compensation program                                                             (852)                               (852)
Change in net unrealized investment
gains                                                                                                    (23,253)          (23,253)
                                       -----------------------------------------------------------------------------------------------
Balance, March 31, 2005                  $  2,500        $ 484,264     $ 210,878        (1,756)           (2,563)          693,323
                                       ===============================================================================================































                                                   See Notes to Financial Statements


American Skandia Life Assurance Corporation

Statements of Cash Flows (unaudited)
Three Months March 31, 2005 and 2004 (in thousands)
------------------------------------------------------------------------------------------------------------------------------------------------



                                                                                       2005                  2004
                                                                                -------------------  ---------------------
CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES:
Net income                                                                        $        30,119       $        9,807
Adjustments to reconcile net income (loss) to net cash from (used in) operating
activities:
   Realized investment losses (gains), net                                                  1,802                  257
   Amortization and depreciation                                                           10,274               15,922
   Cumulative effect of accounting change, net of taxes                                         -               17,079
   Change in:
     Policy reserves                                                                       14,108               11,233
     Accrued investment income                                                                219                  337
     Net receivable/payable to Parent and affiliates                                        1,930                5,469
     Policy loans                                                                            (584)                (901)
     Deferred policy acquisition costs                                                    (43,278)             (53,712)
     Income taxes (receivable) payable                                                     13,758              (29,499)
     Other, net                                                                            (4,199)              17,131
                                                                                           ------               ------

Cash Flows From (Used in) Operating Activities                                             24,149               (6,877)
                                                                                           ------               ------

CASH FLOWS USED IN INVESTING ACTIVITIES:
   Proceeds from the sale/maturity of fixed maturities available for sale                 395,629              225,987
   Payments for the purchase of fixed maturities available for sale                      (482,523)            (147,864)
   Proceeds from the sale of shares in equity securities                                   12,962               15,276
   Payments for the purchase of shares in equity securities and dividend                  (11,079)             (13,848)
reinvestments
   Other short-term investments, net                                                       41,897             (164,692)
                                                                                           ------             --------

Cash Flows Used in Investing Activities                                                   (43,114)             (85,141)
                                                                                          -------              -------

CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES:
   Decrease in future fees payable to ASI, net                                            (23,822)             (28,490)
   Cash collateral for loaned securities                                                  (62,683)             143,423
   Securities sold under agreement to repurchase                                           (8,225)              23,542
   Net increase in long-term borrowing                                                          -              135,000
   Net increase (decrease) in short-term borrowing                                         41,795              (70,000)
   Drafts outstanding                                                                     (84,124)              13,227
   Stock-based compensation                                                                  (161)                  95
   Deferred compensation program                                                             (852)              (1,040)
   Deposits to contract owner accounts                                                    155,172                8,155
   Withdrawals from contract owner accounts                                               (74,980)            (111,378)
   Change in contract owner accounts, net of investment earnings                           11,518              (15,764)
                                                                                -------------------  ---------------------
Cash Flows From (Used in) Financing Activities                                            (46,362)              96,770
                                                                                -------------------  ---------------------
   Net (decrease) increase in cash and cash equivalents                                   (65,327)               4,752
   Cash and cash equivalents, beginning of period                                          72,854                6,300
                                                                                -------------------  ---------------------
                                                                                -------------------  ---------------------
CASH AND CASH EQUIVALENTS, END OF PERIOD                                          $         7,527       $       11,052
                                                                                ===================  =====================
                                                                                ===================  =====================
   Income taxes paid (received)                                                   $        (1,739)      $       41,632
                                                                                ===================  =====================
                                                                                ===================  =====================
   Interest paid                                                                  $         1,266       $        5,095
                                                                                ===================  =====================







                                                   See Notes to Financial Statements

18
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American Skandia Life Assurance Corporation
---------------------------------------------------------------------------------------------------------------------------------------
Notes to Financial Statements (unaudited)
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1.   BUSINESS

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"),  a New Jersey corporation.  The Company is a wholly
owned subsidiary of American Skandia, Inc. ("ASI"),  which in turn is an indirect wholly owned subsidiary of 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  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 the
outstanding  common  stock of Skandia  U.S.  Inc.  ("SUSI"),  an indirect  parent of the  Company.  On  September  9, 2003,  Prudential
Financial acquired the remaining 10% of SUSI's outstanding common stock.

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.

The  Company is engaged  in a business  that is highly  competitive  because  of the large  number of stock and mutual  life  insurance
companies and other entities engaged in marketing insurance products, and individual and group annuities.

2.   BASIS OF PRESENTATION

The unaudited  interim  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  that,  in the opinion of  management,  are  necessary  to provide a fair  presentation  of the results of
operations and financial  condition of the Company for the interim periods  presented.  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  financial  statements  have been  reclassified  to conform  with the current  year  presentation.  These
financial  statements  should be read in conjunction with the financial  statements and notes thereto contained in the Company's Annual
Report on Form 10-K for the year ended December 31, 2004.

3.   CONTINGENCIES AND LITIGATION

Contingencies
On an  ongoing  basis,  our  internal  supervisory  and  control  functions  review  the  quality  of  our  sales,  marketing,  annuity
administration and servicing,  and other customer interface  procedures and practices and may recommend  modifications or enhancements.
From time to time this review process results in the discovery of product administration,  servicing or other errors,  including errors
relating to the timing or amount of payments due to customers.  In these cases,  we offer  customers  appropriate  remediation  and may
incur charges, including the costs 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 and Regulatory Matters
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 payments 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's  litigation and regulatory matters are subject to many uncertainties,  and given their 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.

American Skandia Life Assurance Corporation
Notes to Financial Statements
---------------------------------------------------------------------------------------------------------------------------------------

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.  As of March 31, 2005, $0 was outstanding under this credit facility.

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

On May 1, 2004, the Company entered into a $500 million credit facility  agreement with Prudential  Funding LLC.  Effective December 1,
2004, the credit facility  agreement was increased to $750 million.  As of March 31, 2005,  $272.2 million was  outstanding  under this
credit facility.

5.   NEW ACCOUNTING POLICIES AND ACCOUNTING PRONOUNCEMENTS

In March 2004, the EITF of the FASB reached a final  consensus on Issue 03-1, "The Meaning of  Other-Than-Temporary  Impairment and its
Application to Certain  Investments."  This Issue  establishes  impairment  models for determining  whether to record impairment losses
associated  with  investments  in certain  equity and debt  securities.  It also requires  income to be accrued on a level-yield  basis
following an impairment of debt securities,  where reasonable  estimates of the timing and amount of future cash flows can be made. The
Company's  policy is generally to record  income only as cash is received  following an  impairment  of a debt  security.  In September
2004, the FASB issued FASB Staff Position ("FSP") EITF 03-1-1,  which defers the effective date of a substantial  portion of EITF 03-1,
from the third quarter of 2004, as originally  required by the EITF,  until such time as FASB issues further  implementation  guidance,
which is expected  sometime in 2005. The Company will continue to monitor  developments  concerning this Issue and is currently  unable
to estimate the potential effects of implementing EITF 03-1 on the Company's financial position or results of operations.

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 03-1 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.

In December  2004,  the  Financial  Accounting  Standards  Board  issued  Statement  of  Financial  Accounting  Standards  No. 123 (R),
"Share-Based  Payment," which replaces FASB Statement No. 123,  "Accounting for  Stock-Based  Compensation."  SFAS No. 123 (R) requires
all entities to apply the fair value base  measurement  method in accounting  for  share-based  payment  transactions  with  employees,
except for equity  instruments held by employee share ownership plans.  Under this method,  compensation  costs of awards to employees,
such as stock  options,  are  measured  at fair value and  expensed  over the period  during  which an  employee is required to provide
service in exchange for the award (the vesting  period).  The Company had previously  adopted the fair value  recognition  provision of
the original  SFAS No. 123,  prospectively  for all interim and annual  periods  beginning  after June 15, 2005.  However,  the SEC has
recently  deferred the effective  date and as a result the Company will adopt SFAS No. 123 (R) on January 1, 2006. By that date,  there
will be no unvested stock options issued prior to January 1, 2003.

6.   RECLASSIFICATIONS

Certain amounts in the prior years have been reclassified to conform to the current year presentation.


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 financial  condition of
American  Skandia Life Assurance  Corporation  (the  "Company") as of March 31, 2005 compared with December 31, 2004 and its results of
operations  for the three month  periods  ended  March 31,  2005 and March 31,  2004.  You should  read the  following  analysis of our
financial  condition and results of operations in conjunction with the Company's MD&A and audited Financial  Statements included in the
Company's Annual Report on Form 10-K for the year ended December 31, 2004.

General
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 the outstanding  common stock
of Skandia U.S., Inc. ("SUSI"),  an indirect parent of the Company. On September 9, 2003,  Prudential  Financial acquired the remaining
10% of SUSI's outstanding common stock.

The Company was  established  in 1988 and is a significant  provider of variable  annuity  contracts for the  individual  market in the
United  States.  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 registered  investment  companies  supporting the variable  annuity  contracts,  which is principally  correlated to
equity market performance, can significantly impact the market for the Company's products.

Products

The Company offers a wide array of annuities,  including (1) 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  feature;  (2) certain other fixed  deferred  annuities  that are not  registered  with the  Securities  and Exchange
Commission; and (3) fixed, adjustable and variable immediate annuities.

Annuity contracts  represent the insurer's  contractual  obligation to make payments over a given period of time, often measured by the
life of the recipient,  in return for a single deposit or a series of scheduled or flexible deposits.  The insurer's  obligation to pay
may commence  immediately or be deferred.  If the insurer's  payments are deferred,  the insurer generally incurs an obligation to make
a surrender  value  available  during the deferral  period based on an account value,  and guarantees as applicable.  The account value
consists of the deposits and may earn  interest,  or may vary with the  performance of investments in the funds selected by the insurer
and made available for election by contract  holders.  Gains on deposits made by the contract holder,  before  distribution,  generally
are tax  deferred for the contract  holder.  Distributions  are taxed as ordinary  income to the contract  holder.  During the deferral
period,  distributions  are assumed to come first from any gains in the  contract and may be subject to a tax  penalty.  For  immediate
annuities and annuitized  deferred  annuities,  a portion of each distribution may be treated as a return of the taxpayer's  investment
in the contract.

Marketing and Distribution

The Company sells its wide array of annuity  products  through  multiple  distribution  channels,  including (1) independent  financial
planners;  (2)  broker-dealers  that  generally  are  members  of the New York  Stock  Exchange,  including  "wirehouse"  and  regional
broker-dealer  firms;  and (3)  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.

Although many of the Company's  competitors have acquired or are seeking to acquire their distribution  channels as a means of securing
sales,  the Company  has not done so.  Instead,  the  Company  believes  that 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.

Changes in Financial Position

From  December 31, 2004 to March 31, 2005 assets  decreased by $610  million,  from $30.3 billion to $29.7  billion.  Separate  account
assets  decreased by $676 million due to less  favorable  market  conditions in the first quarter of 2005.  Partially  offsetting  this
decrease  was an increase in deferred  policy  acquisition  costs  ("DAC") and  deferred  purchase  credits of $43.3  million and $16.1
million, respectively.

During this three-month  period,  total liabilities  decreased by $616 million,  from $29.6 billion to $29.0 billion.  Separate account
liabilities  decreased by $676 million due to less  favorable  market  conditions in the first quarter of 2005.  Future fees payable to
ASI decreased  $23.8 million  during the  three-month  period due to  amortization.  Cash  collateral for loaned  securities  decreased
during  the  three-month  period by $62.7  million  due to lower  corporate  securities  out on loan.  During the  three-month  period,
short-term  borrowings  increased  $41.8  million.  The proceeds from these  borrowings  were used to support  working  capital  needs.
Policyholders'  account balances increased by $91.7 million primarily due to significant  transfers of customer account values from the
mutual fund options to the market value adjustment options.

Results of Operations

March 2004 to March 2003 Three Month Comparison

Net Income
Net  income of $30.1  million  for the first  quarter  of 2005 was an  improvement  of $20.3  million,  from $9.8  million in the first
quarter of 2004.  The first  quarter of 2004 had a  cumulative  effect of  accounting  change  charge of $17.1  million,  net of taxes,
related to the January 1, 2004 adoption of SOP 03-1.  Excluding the  cumulative  effect charge,  net income  increased by $3.2 million,
from $26.9 for the  three-months  ended  March 31,  2004 to $30.1  million in the same  period in 2005.  Policy  charges and fee income
increased by $17.9 million,  and asset management fees increased by $2.4 million,  in the first quarter of 2005 over the same period in
2004,  due to favorable  market  conditions in 2004  partially  offset by higher  general,  administrative  and other expenses of $13.6
million.  Further details regarding the components of revenues and expenses are described in the following paragraphs.

Revenues
Revenues  increased by $25.6  million,  from $148.5  million for the  three-months  ended March 31, 2004 to $174.1  million in the same
period in 2005.  Premiums of $9.7  million  increased by $7.0  million,  from $2.7  million in the  three-months  ended March 31, 2004,
reflecting an increase in funds from customers electing to enter into the payout phase of their contracts.

Policy  charges and fee income  increased by $17.9  million,  from $98.1  million for the  three-months  ended March 31, 2004 to $116.0
million in the same period in 2005.  Mortality  and expense  charges  ("M&E")  increased by $7.7 million as a result of the increase in
the in force  business.  Annuity fees are mainly  asset-based  fees,  which are dependent on fund balances.  Average  annuity  separate
account fund  balances  have  increased  as a result of  favorable  valuation  changes in the  securities  market in the prior year and
positive  net flows,  resulting  in an increase in policy  charges and fee income.  Additionally,  there was a $7.5  million  change in
realized market value adjustments on the Company's fixed, market value adjusted investment option.

Asset management fees increased by $2.4 million,  from $27.3 million for the three-months  ended March 31, 2004 to $29.7 million in the
same period in 2005, 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 $11.3 million,  from $27.7 million for the three-months ended March 31, 2004 to $39.0 million for
the  three-months  ended March 31, 2005 primarily due to an increase in reserves for payout annuity  contracts with life contingency as
a result of increased premiums.

General,  administrative,  and other expenses increased by $13.6 million,  from $61.2 million for the three-months ended March 31, 2005
to $74.8 million for the  three-months  ended March 31, 2005. The increase is primarily due to an increase in the  amortization  of DAC
of $7.2 million  resulting from increased  profits from business sold subsequent to the  acquisition.  In addition,  VOBA  amortization
increased by $2.3 million  primarily due to the change in realized  market value  adjustments  and interest  expense  increased by $1.0
million resulting from higher borrowing levels.

Significant Accounting Policies

For  information on the Company's  significant  accounting  policies,  see Item 7.  "Management's  Discussion and Analysis of Financial
Condition and Results of Operations" of the Company's Annual Report on Form 10-K for the year ended December 31, 2004.



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, 2005.  Based on such  evaluation,  the Chief Executive  Officer and Chief Financial
Officer have concluded  that, as of March 31, 2005, 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.  Other than as discussed in the  following
paragraph,  no change in our internal  control over  financial  reporting,  as defined in Exchange Act Rule  13a-15(f)  and  15d-15(f),
occurred during the quarter ended March 31, 2005,  that has materially  affected,  or is reasonably  likely to materially  affect,  our
internal control over financial reporting.

Effective  January 1, 2005, we  implemented  a new general  ledger and financial  reporting  platform.  The new platform is intended to
improve  efficiencies  through the use of more current technology.  Although the implementation of the new platform resulted in changes
in certain of our internal  controls over financial  reporting,  we do not believe that the  implementation  or the related  changes in
internal controls materially affect the effectiveness of 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 payments 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's  litigation and regulatory matters are subject to many uncertainties,  and given their 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  or  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.

See our Annual Report on Form 10-K for the year ended December 31, 2004, for a discussion of our litigation and regulatory matters.

Item 6.  Exhibits


         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 inapplicable or the information required therein is included in the notes to Financial
Statements included herein.
                                                             Exhibit Index


Exhibit Number and Description


         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.



                                                              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 by the undersigned, thereunto duly authorized.

                                              AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
                                                             (Registrant)

                                            By:     /s/  Michael A. Bohm
                                                  Michael A. Bohm
                                                  Executive Vice President and Chief Financial Officer
                                                  (Principal Financial Officer and Principal Accounting Officer)


May 16, 2005

                                                                                                                           Exhibit 31.1

                                       SECTION 302 CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER

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 annual  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 16, 2005
                                                      /s/ David R. Odenath, Jr.
                                                         David R. Odenath, Jr.
                                                 Chief Executive Officer and President




                                                                                                                           Exhibit 31.2

                                       SECTION 302 CERTIFICATION OF THE CHIEF FINANCIAL OFFICER

I, Michael Bohm, 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 annual  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 16, 2005
                                                          /s/ Michael A. Bohm
                                                            Michael A. Bohm
                                         Executive Vice President and Chief Financial Officer


















                                                                                                                           Exhibit 32.1

                                       SECTION 906 CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER

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, 2005 (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 16, 2005



                                                     /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

                                       SECTION 906 CERTIFICATION OF THE CHIEF FINANCIAL OFFICER

Pursuant to 18 U.S.C.  Section 1350, I, Michael Bohm,  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, 2005 (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 16, 2005


                                                     /s/ Michael A. Bohm
-----------------------------------------------------------------------------------------------------------
                                                   Name:  Michael A. Bohm
                                                   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.`