`=======================================================================================================================================
                                                             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 June 30, 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         August
              16, 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 June 30, 2004 (unaudited) and December 31, 2003                                  3

                                                     Consolidated Statements of Operations and Comprehensive Income (unaudited)
              Three months ended June 30, 2004, two months ended June 30, 2003 and one month
              ended April 30, 2003                                                                   4

              Consolidated Statements of Operations and Comprehensive Income (unaudited)
              Six months ended June 30, 2004, two months ended June 30, 2003 and four months
              ended April 30, 2003                                                                   5

              Consolidated Statements of Stockholder's Equity
              Periods ended June 30, 2004 (unaudited), December 31, 2003,
              April 30, 2003 (unaudited) and December 31, 2002                                       6

              Consolidated Statements of Cash Flows (unaudited)
              Six months ended June 30, 2004, two months ended June 30, 2003 and four months
              ended April 30, 2003                                                                   7

              Notes to Consolidated Financial Statements (unaudited)                                 8

Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations      12

Item 4.  Controls and Procedures                                                                    14
                                                      PART II - Other Information
                                                      ---------------------------

Item 1.  Legal Proceedings                                                                          15

Item 6.  Exhibits and Reports on Form 8-K                                                           16

Signatures                                                                                          17


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 June 30, 2004 (unaudited) and December 31, 2003 (in thousands)
-----------------------------------------------------------------------------------------------------------------------------------------

                                                                             Successor         Successor
                                                                         ------------------ -----------------
                                                                             June 30,         December 31,
                                                                               2004               2003
                                                                         ------------------ -----------------
ASSETS
Fixed maturities available for sale,
   At fair value (amortized cost, 2004: $2,408,387; 2003: $427,705)        $   2,389,385      $     425,231
Equity securities available for sale, at fair value (cost of $11,238)             10,402                  -
Trading account assets, at fair value                                             48,960             59,485
Policy loans                                                                       9,938              8,371
Short-term investments                                                           362,658             39,587
                                                                         ------------------ -----------------
   Total investments                                                           2,821,343            532,674
Cash and cash equivalents                                                              -                  -
Deferred policy acquisition costs                                                223,857            122,572
Accrued investment income                                                         30,580              3,969
Reinsurance recoverable                                                                -              3,819
Receivables from Parent and affiliates                                             2,038              3,200
Income taxes receivable                                                          256,165            222,422
Valuation of business acquired                                                   266,694            402,169
Deferred purchase credits                                                        113,095             70,188
Other assets                                                                      61,275             24,380
Separate account assets                                                       24,612,442         25,817,612
                                                                         ------------------ -----------------
TOTAL ASSETS                                                               $  28,387,489      $  27,203,005
                                                                         ================== =================

LIABILITIES AND STOCKHOLDER'S EQUITY
Liabilities
Policyholders' account balances                                            $   2,002,654      $     132,234
Future policy benefits and other policyholder liabilities                         36,726             13,681
Payables to Parent and affiliates                                                 21,392             16,396
Cash collateral for loaned securities                                            227,478                  -
Securities sold under agreement to repurchase                                    112,735             20,850
Short-term borrowing                                                             151,222            116,000
Long-term borrowing                                                              135,000                  -
Future fees payable to American Skandia, Inc. ("ASI")                            251,877            307,879
Other liabilities                                                                234,268            201,856
Separate account liabilities                                                  24,612,442         25,817,612
                                                                         ------------------ -----------------
Total liabilities                                                             27,785,794         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                                                                  484,356            485,100
Retained earnings                                                                126,466             90,856
Deferred compensation                                                             (1,155)              (360)
Accumulated other comprehensive loss                                             (10,472)            (1,599)
                                                                                            -----------------
                                                                         ------------------ -----------------
Total stockholder's equity                                                       601,695            576,497
                                                                         ------------------ -----------------
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY                                 $  28,367,489      $  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 June 30, 2004, Two Months Ended June 30, 2003
---------------------------------------------------------------------------------------------------------------------------------------
And One Month Ended April 30, 2003 (in thousands)


                                                           Successor              Successor                Predecessor
                                                     ---------------------  --------------------     ----------------------
                                                     ---------------------  --------------------     ----------------------
                                                      Three months ended      Two months ended       One month ended April
                                                           June 30,               June 30,                    30,

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

 REVENUES

 Premiums                                              $        4,594         $        2,007           $        1,044
 Policy charges and fee income                                 95,627                 57,848                   27,578
 Net investment income (losses)                                22,239                 11,309                   (1,877)
 Realized investment losses, net                               (8,391)                   348                   (3,802)
 Asset management fees                                         27,773                 15,465                    7,040
 Other income                                                     695                  2,658                      150
                                                     ---------------------  --------------------     ----------------------
                                                     ---------------------  --------------------     ----------------------

 Total revenues                                               142,537                 89,635                   30,133
                                                     ---------------------  --------------------     ----------------------
                                                     ---------------------  --------------------     ----------------------

 BENEFITS AND EXPENSES

 Policyholders' benefits                                       22,394                 10,447                    6,014
 Interest credited to policyholders'                           20,648                    860                    1,522
 account balances
 General, administrative and other   expenses                  63,221                 41,358                    3,574
                                                     ---------------------  --------------------     ----------------------
                                                     ---------------------  --------------------     ----------------------

 Total benefits and expenses                                  106,263                 52,665                   11,110
                                                     ---------------------  --------------------     ----------------------
                                                     ---------------------  --------------------     ----------------------

 INCOME FROM CONTINUING OPERATIONS   BEFORE INCOME
 TAXES AND CUMULATIVE       EFFECT OF ACCOUNTING
 CHANGE                                                        36,274                 36,970                   19,023
                                                     ---------------------  --------------------     ----------------------
                                                     ---------------------  --------------------     ----------------------

 Income tax expense (benefit)                                  10,471                 11,786                     (325)
                                                     ---------------------  --------------------     ----------------------
                                                     ---------------------  --------------------     ----------------------

 INCOME  FROM CONTINUING OPERATIONS  BEFORE
 CUMULATIVE EFFECT          OF ACCOUNTING    CHANGE
                                                               25,803                 25,184                   19,348
                                                     ---------------------  --------------------     ----------------------
                                                     ---------------------  --------------------     ----------------------

 Cumulative effect of accounting change, net of                     -                      -                        -
 taxes
                                                     ---------------------  --------------------     ----------------------
                                                     ---------------------  --------------------     ----------------------

 NET INCOME                                                    25,803                 25,184                   19,348
                                                     ---------------------  --------------------     ----------------------
                                                     ---------------------  --------------------     ----------------------

 Change in net unrealized investment gains, net of
 reclassification adjustment and taxes                        (31,806)                 3,636                    4,360
 Cumulative effect of accounting change, net of                     -                      -                        -
 taxes
                                                     ---------------------  --------------------     ----------------------
                                                     ---------------------  --------------------     ----------------------

 Other comprehensive (loss) income, net      of tax           (31,806)                 3,636                    4,360
                                                     ---------------------  --------------------     ----------------------
                                                     ---------------------  --------------------     ----------------------

 TOTAL COMPREHENSIVE        INCOME                     $       (6,003)        $       28,820           $       23,708
                                                     =====================  ====================     ======================


                                                   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)
Six Months Ended June 30, 2004, Two Months Ended June 30, 2003
---------------------------------------------------------------------------------------------------------------------------------------
And Four Months Ended April 30, 2003 (in thousands)


                                                         Successor              Successor                Predecessor
                                                     ------------------  ----------------------    ----------------------
                                                     ------------------
                                                      Six months ended   Two months ended June       Four months ended
                                                          June 30,                30,                    April 30,

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

 REVENUES

 Premiums                                              $        7,306      $        2,007            $        2,496
 Policy charges and fee income                                185,683              57,848                   109,213
 Net investment income (losses)                                41,550              11,309                      (917)
 Realized investment losses, net                               (8,648)                348                    (5,022)
 Asset management fees                                         55,115              15,465                    28,092
 Other income                                                   1,990               2,658                       617
                                                     ------------------  ----------------------    ----------------------

 Total revenues                                               282,996              89,635                   134,479
                                                     ------------------  ----------------------    ----------------------

 BENEFITS AND EXPENSES

 Policyholders' benefits                                       42,125              10,447                    23,811
 Interest credited to policyholders'                           41,201                 860                    13,693
 account balances
 General, administrative and other   expenses                 124,377              41,358                    97,725
                                                     ------------------  ----------------------    ----------------------

 Total benefits and expenses                                  207,703              52,665                   135,229
                                                     ------------------  ----------------------    ----------------------

 INCOME (LOSSES) FROM CONTINUING OPERATIONS
 BEFORE INCOME TAXES AND CUMULATIVE  EFFECT OF
 ACCOUNTING CHANGE                                             75,293              36,970                      (750)
                                                     ------------------  ----------------------    ----------------------

 Income tax expense (benefit)                                  22,604              11,786                    (8,544)
                                                     ------------------  ----------------------    ----------------------

 INCOME (LOSS) FROM CONTINUING OPERATIONS
 BEFORE CUMULATIVE EFFECT   OF ACCOUNTING    CHANGE
                                                               52,689              25,184                     7,794
                                                     ------------------  ----------------------    ----------------------

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

 NET INCOME (LOSS)                                             35,610              25,184                     7,794
                                                     ------------------  ----------------------    ----------------------
                                                     ------------------  ----------------------    ----------------------

 Change in net unrealized investment gains, net of
 reclassification adjustment and taxes                        (12,294)              3,636                      (269)
 Cumulative effect of accounting change, net of                 3,421                   -                         -
 taxes
                                                     ------------------  ----------------------    ----------------------
                                                     ------------------  ----------------------    ----------------------

 Other comprehensive (loss) income, net      of tax            (8,873)              3,636                      (269)
                                                     ------------------  ----------------------    ----------------------
                                                     ------------------  ----------------------    ----------------------

 TOTAL COMPREHENSIVE        INCOME                     $       26,737      $       28,820            $        7,525
                                                     ==================  ======================    ======================


                                                   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 June 30, 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 taxes           -                -              -            -              (630)             (630)
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 taxes           -                -              -            -               615               615
Change in net unrealized investment
gains, net of reclassification
adjustment and taxes                            -                                            -              (884)             (884)

                                       -----------------------------------------------------------------------------------------------
                                       -----------------------------------------------------------------------------------------------
Balance, April 30, 2003 (Predecessor)       2,500                         81,615             -            11,422           692,769
                                                       597,232

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                                      -                -        35,610             -                 -            35,610
Capital contributions                           -             (948)            -             -                 -              (948)
Stock-based compensation                        -              204             -             -                 -               204
Deferred compensation program                   -                -             -          (795)                -              (795)
Change in net unrealized investment
gains, net of reclassification
adjustment and taxes                            -                -             -             -           (12,294)          (12,294)
Cumulative effect of accounting
change,  net of taxes                           -                -             -             -             3,421             3,421
                                       -----------------------------------------------------------------------------------------------
                                       -----------------------------------------------------------------------------------------------
Balance, June 30, 2004 (Successor)       $  2,500        $ 484,356     $ 126,466      $ (1,155)      $   (10,472)     $    601,695
                                       ===============================================================================================

                                            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)
Six Months Ended June 30, 2004, Two Months Ended June 30, 2003
------------------------------------------------------------------------------------------------------------------------------------------
And Four Months Ended April 30, 2003 (in thousands)
                                                               Successor        Successor           Predecessor
                                                            ---------------- -----------------   ------------------
                                                              Six months       Two months           Four months
                                                            ended June 30,   ended June 30,       ended April 30,
                                                                 2004             2003                 2003
                                                            ---------------- -----------------   ------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)                                               $   35,610       $    25,184         $      7,794
Adjustments to reconcile net income (loss) to net cash
from     operating activities:
   Realized investment losses, net                                   8,648              (348)               5,022
   Amortization and depreciation                                    33,844            16,650                5,288
   Cumulative effect of accounting change, net of taxes             17,079                 -                    -
   Change in:
     Policy reserves                                                21,406             2,973                4,288
     Accrued investment income                                      (2,224)              435                 (288)
     Net receivable/payable to Parent and affiliates                 6,158             3,159                  124
     Policy loans                                                   (1,567)             (179)                 (38)
     Deferred policy acquisition costs                            (100,891)          (27,151)             (12,601)
     Income taxes receivable                                       (19,521)             (877)                (464)
     Other, net                                                     (8,770)           (1,285)              (4,009)
                                                            ---------------- -----------------   ------------------
                                                            ---------------- -----------------   ------------------
Cash Flows (Used in) From Operating Activities                     (10,228)           18,561                5,116
                                                            ---------------- -----------------   ------------------
                                                            ---------------- -----------------   ------------------
CASH FLOWS USED IN INVESTING ACTIVITIES:
   Proceeds from the sale/maturity of
     fixed maturities available for sale                         1,133,412            35,964              131,628
   Payments for the purchase of fixed maturities available      (1,412,515)          (61,043)            (135,885)
for sale
   Proceeds from the sale of shares in equity securities            37,121            15,161               10,955
   Payments for the purchase of shares in equity
     securities and dividend reinvestments                         (25,471)           (2,957)             (24,809)
   Cash collateral for loaned securities                           227,478                 -                    -
   Securities sold under agreement to repurchase                    91,885                 -                    -
   Other short-term investments, net                              (316,575)                -                1,019
                                                            ---------------- -----------------   ------------------
                                                            ---------------- -----------------   ------------------
Cash Flows Used in Investing Activities                           (264,665)          (12,875)             (17,092)
                                                            ---------------- -----------------   ------------------
                                                            ---------------- -----------------   ------------------
CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES:
   Capital contribution                                               (948)                -                2,183
   Decrease in future fees payable to ASI, net                     (56,002)          (21,244)             (63,343)
   Net increase in short-term borrowing                             35,222                 -               35,000
   Net increase in long-term borrowing                             135,000                 -                    -
   Stock-based compensation                                            205                 -                    -
   Deferred compensation program                                      (795)                -                    -
   Deposits to contract owner accounts                              22,992            13,271              155,034
   Withdrawals from contract owner accounts                       (170,559)         (215,354)             (63,357)
   Change in contract owner accounts, net of                       309,778           189,623              (77,809)
investment earnings
                                                            ---------------- -----------------   ------------------
                                                            ---------------- -----------------   ------------------
Cash Flows From (Used in) Financing Activities                     274,893           (33,704)             (12,292
                                                            ---------------- -----------------   ------------------
                                                            ---------------- -----------------   ------------------

   Net decrease in cash and cash equivalents                             -           (28,018)             (24,268)
   Change in foreign currency translation, net                           -                 -                  947
   Cash and cash equivalents, beginning of period                        -            28,018               51,339
                                                            ---------------- -----------------   ------------------
                                                            ---------------- -----------------   ------------------
CASH AND CASH EQUIVALENTS, END OF PERIOD                        $        -       $         -         $     28,018
                                                            ================ =================   ==================
                                                            ================ =================   ==================
   Income taxes paid (received)                                 $   41,615       $       877         $         13
                                                            ================ =================   ==================
                                                            ================ =================   ==================
   Interest paid (received)                                     $    7,271       $     2,773         $     (7,788)
                                                            ================ =================   ==================

                                            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"),  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 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.  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,  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
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.  Plaintiffs filed
a notice of appeal of that  decision  with the United  States Court of Appeals for the Second  Circuit,  which upheld the  dismissal by
Order issued on May 14, 2004.  Plaintiffs  have  petitioned  for the appeal to be reheard en banc by the United States Court of Appeals
for the Second Circuit.

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. These cases have been 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 may be a  defendant  designated  as one of "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.  This suit has been 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,  and  contingencies,  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, 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.  During the second
quarter of 2004, the Company  borrowed $105.2 million against this credit  facility.  The proceeds were used to support working capital
needs.

Inter-affiliate Asset Purchase
During the second quarter of 2004, the company  purchased bonds from an affiliate  company,  Prudential  Insurance  Company of America.
The Company purchased fixed maturity investments for $30.7 million,  the acquisition-date  fair value, but reflected the investments at
historic  amortized cost of the affiliate.  The difference  between the historic  amortized cost and the fair value,  net of taxes, was
reflected  as  additional  paid-in-capital  of  $(0.9)  million.  The fixed  maturity  investments  are  categorized  in the  Company's
consolidated  balance sheet as fixed  maturities  available-for-sale,  and are  therefore  carried at fair value,  with the  difference
between amortized cost and fair value reflected in accumulated other comprehensive income.

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 six months ended June 30, 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.

As of June 30, 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 June 30, 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 June 30, 2004
amounted to $18.1 million.


American Skandia Life Assurance Corporation

Notes                   to                   Consolidated                    Financial                    Statements
---------------------------------------------------------------------------------------------------------------------------------------
(unaudited)
----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

5.       NEW ACCOUNTING POLICIES AND ACCOUNTING PRONOUNCEMENTS (continued)


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.

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 June 30, 2004,  compared with December 31, 2003, and
its  consolidated  results of operations  for the three and six month  periods  ended June 30, 2004 and June 30, 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 June 30, 2004 there was an increase of $1.2 billion in total  assets from $27.2  billion to $28.4  billion.
Sales activity  during the first six months of 2004 resulted in an increase in Deferred policy  acquisition  costs ("DAC") and deferred
purchase  credits of $101.3  million  and $42.9  million,  respectively.  In  addition,  fixed  maturities  increased  by $2.0  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
has the effect of establishing  reserves for guaranteed  minimum death benefit ("GMDB")  provisions of the Company's annuity contracts.
Separate account assets decreased by $1.2 billion,  which includes a $1.8 billion decrease due to the SOP 03-1  reclassification of the
assets  supporting  the fixed,  MVA liability to general  account  accounting  treatment  and a $608 million  increase  primarily  from
positive  net  flows  and  market  value  appreciation.  Short-term  investments  increased  by  $323.1  million  primarily  due to the
reclassification  from the  separate  account to the general  account.  Valuation  of business  acquired  ("VOBA")  decreased by $135.5
million, primarily related to the adoption of SOP 03-1.


During this  six-month  period,  liabilities  increased by $1.2 billion from $26.6  billion to $27.8  billion.  Policyholders'  account
balances  increased by $1.9 billion  primarily due to the SOP 03-1  reclassification  of the fixed,  MVA  liability to general  account
accounting  treatment  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 $160.4  million  increase  mainly due to positive
net flows activity.  Separate  account  liabilities  decreased by $1.2 billion,  as described above. SOP 03-1 also required the Company
to record a GMDB  liability  for $8.6  million on January 1, 2004  which grew to $18.1  million as of June 30,  2004.  During the first
six months of 2004,  short-term and long-term  borrowings increased $35.2 million and $135.0 million,  respectively,  the proceeds from
these  borrowings  were used to support  working  capital needs.  During 2004, the Company  initiated a securities  lending program and
expanded its  repurchase  agreements to enhance yield  performance.  Future fees payable to ASI decreased  $56.0 million during the six
month period due to the amortization of the liability.


2.       Results of Operations

June 2004 to June 2003 Three Month Comparison

Net Income
Net income of $25.8  million for the second  quarter of 2004 was a decrease of $18.7  million  from net income of $44.5  million in the
second quarter of 2003.  This decrease was primarily due to decreased  results in the second quarter of 2004 on the Company's  separate
account supporting its fixed,  market value adjusted  investment option compared to the second quarter of 2003. In addition,  there was
an increase of $6.3 million in DAC  amortization  during the second  quarter of 2004 compared to 2003 due to the asset being assigned a
fair value of zero in the second  quarter of 2003,  consistent  with purchase  accounting  guidance as of the date of the  acquisition.
Further details regarding the components of revenues and expenses are described in the following paragraphs.

Revenues
Consolidated  revenues  increased by $22.7 million,  from $119.8 million to $142.5 million.  Net investment  income  increased by $12.8
million  primarily due to the adoption of SOP 03-1 as a result of classifying  interest credited to 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 $10.2  million.  Mortality  and expense  ("M&E")  charges  increased by $15.4 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 $4.3 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 $5.3 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 $5.9 million primarily from an increase in the supplementary  contracts with life reserve of $1.7
million resulting from increased premium and an increase in GMDB costs of $2.2 million.

Interest  credited to policyholder  account balances  increased by $18.3 million primarily due to the adoption of SOP 03-1 amounting to
an increase of $18.1 million.  As discussed above, previously interest credited was recorded within net investment income.

General,  administrative,  and other expenses increased by $18.3 million from the prior year quarter.  The increase is partially due to
the  implementation  of corporate  allocations to the Company from Prudential  Financial in 2004. Also  contributing was an increase in
DAC  amortization  of $6.3  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.  Additionally,  there was a $2.3  million  increase in expense  related to the
future fees payable to ASI. 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.  Partially  offsetting  the increase was a
decrease in the VOBA amortization of $2.5 million due to the adjustment of VOBA as explained previously.


June 2004 to June 2003 Six Month Comparison

Net Income
Net income of $35.6 million for the six months of 2004 was an  improvement  of $2.6 million from the income of $33.0  million  incurred
for the six months of 2003. The six months 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 $20.1 million.
DAC amortization  decreased by $45.8 million during the first six 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 $58.9 million,  from $224.1 million to $283.0 million.  Net investment  income  increased by $31.2
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 $18.6  million.  Mortality  and expense  ("M&E")  charges  increased by $35.9 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 $14.8 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 $11.6 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 $7.8 million primarily due to an increase in the supplementary contracts with life reserve.

Interest  credited to policyholder  account balances  increased by $26.6 million primarily due to the adoption of SOP 03-1 amounting to
an increase of $34.9  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 $6.4 million  consistent  with  decreased
amortization of DAC primarily as a result of purchase accounting.

General,  administrative,  and other expenses  decreased by $14.7 million from the prior year. The primary reason was a decrease in DAC
amortization of $45.8 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 $14.2 million  increase in expense related to the future
fees  payable  to ASI.  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.  Also  offsetting  this was an increase of
expense allocations from Prudential Financial to the Company in the first six months of 2004.

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 June 30, 2004.  Based on such  evaluation,  the Chief  Executive  Officer and Chief Financial
Officer have  concluded  that, as of June 30, 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 June 30, 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.Plaintiffs  filed a
notice of appeal of that decision with the United States Court of Appeals for the Second  Circuit,  which upheld the dismissal by Order
dated May 14,  2004.  Plaintiffs  have  petitioned  for the appeal to be reheard en banc by the United  States Court of Appeals for the
Second Circuit.

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. These cases have been 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 may be a  defendant  designated  as one of "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.  This suit has been 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             August 16, 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: August 16, 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: August 16, 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: August 16, 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: August 16, 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.`