<PAGE>

================================================================================

                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                               -----------------

                                  FORM 10-Q/A
                               (Amendment No. 1)

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

    FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2005

                                      OR

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

    FOR THE TRANSITION PERIOD FROM        TO

                        COMMISSION FILE NUMBER 33-44202

                               -----------------

                        American Skandia Life Assurance
                                  Corporation
            (Exact Name of Registrant as Specified in its Charter)

                       Connecticut                 06-1241288
             (State or Other Jurisdiction of    (I.R.S. Employer
             Incorporation or Organization)  Identification Number)

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

       SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE

       SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE

   Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act.  [_] Yes  [X] No

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

   Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act).  Yes [_]  No [X]

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

   Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act.):  Yes [_]  No [X]

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

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

================================================================================

<PAGE>

                  AMERICAN SKANDIA LIFE ASSURANCE CORPORATION

                         INDEX TO FINANCIAL STATEMENTS

                        PART I - Financial Information

                                                                    Page No.
                                                                    --------
    Financial Statements

    Explanatory Note                                                    2

    Item 1. Financial Statements (unaudited):

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

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

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

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

            Notes to Financial Statements                               7

    Item 4. Controls and Procedures                                    10

                        PART II - Other Information

    Item 6. Exhibits                                                   11

    Signatures                                                         13

EXPLANATORY NOTE

This Amendment No. 1 on Form 10-Q/A is being filed for the purpose of amending
Items 1 and 4 of Part I of the Quarterly Report on Form 10-Q for the quarter
ended March 31, 2005 of American Skandia Life Assurance Corporation to reflect
the restatement of American Skandia Life Assurance Corporation's Unaudited
Statements of Cash Flows for the three months ended March 31, 2005 and 2004, as
described in Footnote 2 to the Unaudited Financial Statements included in this
Form 10-Q/A. All other Items of the original filing on Form 10-Q made on
May 16, 2005 are unaffected by the changes to the Unaudited Statements of Cash
Flows and such Items have not been included in this Amendment. Information in
this Form 10-Q/A is generally stated as of March 31, 2005 and does not reflect
any subsequent information or events other than the restatement of the
Unaudited Statements of Cash Flows. More current information with respect to
American Skandia Life Assurance Corporation is contained within its Quarterly
Report on Form 10-Q for the quarter ended September 30, 2005, and other filings
with the Securities and Exchange Commission.

                                      2

<PAGE>

American Skandia Life Assurance Corporation

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

                                                      March 31,   December 31,
                                                        2005          2004
                                                    ------------  ------------
ASSETS
Fixed maturities available for sale, at fair value
  (amortized cost, 2005 $1,819,103; 2004:
  $1,737,949)                                       $  1,818,603  $  1,771,976
Trading account assets, at fair value                     44,094        47,316
Equity securities available for sale, at fair value
  (cost of $11,238)                                       11,202        11,567
Policy loans                                              10,907        10,323
Short-term investments                                   382,092       423,971
                                                    ------------  ------------
   Total investments                                   2,266,898     2,265,153
Cash and cash equivalents                                  7,527        72,854
Deferred policy acquisition costs                        344,179       300,901
Accrued investment income                                 22,102        22,321
Receivables from Parent and affiliates                         -         5,098
Income taxes receivable                                  243,889       244,932
Valuation of business acquired                           226,584       234,167
Deferred purchase credits                                160,537       144,395
Other assets                                             136,925        53,332
Separate account assets                               26,308,529    26,984,413
                                                    ------------  ------------
TOTAL ASSETS                                        $ 29,717,170  $ 30,327,566
                                                    ============  ============
LIABILITIES AND STOCKHOLDER'S
  EQUITY
Liabilities
Policyholders' account balances                     $  1,503,193  $  1,411,483
Future policy benefits and other policyholder
  liabilities                                             65,088        50,980
Payables to Parent and affiliates                         21,014        24,182
Cash collateral for loaned securities                    228,616       291,299
Securities sold under agreements to repurchase            25,148        33,373
Short-term borrowing                                     182,158       140,363
Long-term borrowing                                      135,000       135,000
Future fees payable to American Skandia, Inc.
  ("ASI")                                                176,775       200,597
Other liabilities                                        378,326       368,406
Separate account liabilities                          26,308,529    26,984,413
                                                    ------------  ------------
Total liabilities                                     29,023,847    29,640,096
                                                    ------------  ------------
Contingencies (See Note 3)
Stockholder's Equity
Common stock, $100 par value; 25,000 shares,
  authorized, issued and outstanding                       2,500         2,500
Additional paid-in capital                               484,264       484,425
Retained earnings                                        210,878       180,759
Deferred compensation                                     (1,756)         (904)
Accumulated other comprehensive income (loss)             (2,563)       20,690
                                                    ------------  ------------
Total stockholder's equity                               693,323       687,470
                                                    ------------  ------------
TOTAL LIABILITIES AND
  STOCKHOLDER'S EQUITY                              $ 29,717,170  $ 30,327,566
                                                    ============  ============

                       See Notes to Financial Statements

                                      3

<PAGE>

American Skandia Life Assurance Corporation

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

                                                             2005      2004
                                                           --------  --------
 REVENUES

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

 Policyholders' benefits                                     38,962    27,731
 Interest credited to policyholders' account balances        18,247    20,553
 General, administrative and other expenses                  74,797    61,156
                                                           --------  --------
 Total benefits and expenses                                132,006   109,440
                                                           --------  --------
 INCOME FROM OPERATIONS BEFORE INCOME TAXES AND CUMULATIVE
   EFFECT OF ACCOUNTING CHANGE                               42,138    39,019
                                                           --------  --------
 Income tax expense                                          12,019    12,133
                                                           --------  --------
 INCOME FROM OPERATIONS BEFORE CUMULATIVE EFFECT OF
   ACCOUNTING CHANGE                                         30,119    26,886
                                                           --------  --------
 Cumulative effect of accounting change, net of taxes             -   (17,079)
                                                           --------  --------
 NET INCOME                                                  30,119     9,807
                                                           --------  --------
 Other comprehensive (loss) income, net of taxes            (23,253)   22,933
                                                           --------  --------
 COMPREHENSIVE INCOME                                      $  6,866  $ 32,740
                                                           ========  ========

                       See Notes to Financial Statements

                                      4

<PAGE>

American Skandia Life Assurance Corporation

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

<TABLE>
<CAPTION>
                                                                                                Accumulated
                                                              Additional                           other         Total
                                                       Common paid-in -  Retained   Deferred   comprehensive stockholder's
                                                       Stock   capital   earnings compensation    income        equity
                                                       ------ ---------- -------- ------------ ------------- -------------
<S>                                                    <C>    <C>        <C>      <C>          <C>           <C>
Balance, December 31, 2003                              2,500   485,100    90,856      (360)       (1,599)      576,497

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

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

                       See Notes to Financial Statements

                                      5

<PAGE>

American Skandia Life Assurance Corporation

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

                                                            2005       2004
                                                         ---------  ---------
  CASH FLOWS FROM (USED IN) OPERATING
    ACTIVITIES:
  Net income                                             $  30,119  $   9,807
  Adjustments to reconcile net income (loss) to net cash
    from (used in) operating activities:
     Realized investment losses (gains), net                 1,802        257
     Amortization and depreciation                          10,274     15,922
     Cumulative effect of accounting change, net of
       taxes                                                     -     17,079
     Interest credited to policyholders' account
       balances                                             13,983     18,522
     Change in:
         Policy reserves                                    14,108     11,233
         Accrued investment income                             219        337
         Trading account assets                              1,883      1,428
         Net receivable/payable to Parent and
           affiliates                                        1,930      5,469
         Deferred sales inducements                        (16,142)   (23,084)
         Deferred policy acquisition costs                 (43,278)   (53,712)
         Income taxes (receivable) payable                  13,758    (29,499)
         Other, net                                        (35,998)    39,270
                                                         ---------  ---------
  Cash Flows From (Used in) Operating Activities            (7,342)    13,029
                                                         ---------  ---------
  CASH FLOWS FROM (USED IN) INVESTING
    ACTIVITIES:
     Proceeds from the sale/maturity of fixed
       maturities available for sale                       546,660    225,987
     Payments for the purchase of fixed maturities
       available for sale                                 (583,852)  (147,864)
     Proceeds from the sale/maturity of policy loans             -          -
     Payments for the issuance of policy loans                (584)      (901)
     Other short-term investments, net                      41,897   (164,692)
                                                         ---------  ---------
  Cash Flows From (Used in) in Investing Activities          4,121    (87,470)
                                                         ---------  ---------
  CASH FLOWS FROM (USED IN) FINANCING
    ACTIVITIES:
     Decrease in future fees payable to ASI, net           (23,822)   (28,490)
     Cash collateral for loaned securities                 (62,683)   143,423
     Securities sold under agreement to repurchase          (8,225)    23,542
     Net increase in long-term borrowing                         -    135,000
     Net increase (decrease) in short-term borrowing        41,795    (70,000)
     Drafts outstanding                                    (84,124)    13,227
  Policyholder's account balances:
     Deposits                                              151,433      8,155
     Withdrawals                                           (76,480)  (145,664)
                                                         ---------  ---------
  Cash Flows From (Used in) Financing Activities           (62,106)    79,193
                                                         ---------  ---------
     Net (decrease) increase in cash and cash
       equivalents                                         (65,327)     4,752
     Cash and cash equivalents, beginning of period         72,854      6,300
                                                         ---------  ---------
  CASH AND CASH EQUIVALENTS, END OF
    PERIOD                                               $   7,527  $  11,052
                                                         =========  =========
     Income taxes paid (received)                        $  (1,739) $  41,632
                                                         =========  =========
     Interest paid                                       $   1,266  $   5,095
                                                         =========  =========

                       See Notes to Financial Statements

                                      6

<PAGE>

American Skandia Life Assurance Corporation

Notes to Financial Statements (unaudited)

1. BUSINESS

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

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

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

2. BASIS OF PRESENTATION

Restatement of Statements of Cash Flows

The Statements of Cash Flows for the three months ended March 31, 2005 and 2004
have been restated to reflect the following:

Changes in the net receivable/payable from unsettled investment purchases and
sales, previously classified within "adjustments to reconcile net income to
cash provided by operating activities," have been reclassified to cash flows
from investing activities, to the extent such balances pertained to investments
classified as available for sale.

Interest credited to policyholder's account balances, previously classified
within "Change in contractowner accounts" within cash flows from financing
activities, is now reported as a component of cash flows from operating
activities.

Changes in trading account assets, previously classified within "Proceeds from
the sale of equity securities" and "Payments for the purchase of shares in
equity" within cash flows from investing activities have been reclassified to
cash flows from operating activities in "adjustments to reconcile net income to
cash provided by operating activities".

The net change in the policy loans receivable, previously reported in cash
flows operating activities, is now reported as a component of cash flows of
investing activities.

Changes related to stock based compensation and deferred compensation programs,
previously classified within cash flows from financing activities, have been
reclassified to cash flows from operating activities within "Other, net".

As a result of the restatements, previously reported cash flows from (used in)
operating activities, cash flows from (used in) investing activities and cash
flows from (used in) financing activities were increased or reduced for the
three months ended March 31, 2005 and 2004 as follows:

   Three Months Ended March 31,

                                                        2005      2004
                                                      --------  --------
       Cash flows from (used in) operating activities
          As originally reported                      $ 24,149  $ (6,877)
          Impact of Restatements                       (31,491)   19,906
          Revised for restatements                      (7,342)   13,029
       Cash flows from (used in) investing activities
          As originally reported                      $(43,114) $(85,141)
          Impact of Restatements                        47,235    (2,329)
          Revised for restatements                       4,121   (87,470)
       Cash flows from (used in) financing activities
          As originally reported                      $(46,362) $ 96,770
          Impact of Restatements                       (15,744)  (17,577)
          Revised for restatements                     (62,106)   79,193

The restatements had no impact on the total change in cash and cash equivalents
within the Statements of Cash Flows or on the Statements of Operations or
Statements of Financial Position.

                                      7

<PAGE>

American Skandia Life Assurance Corporation

Notes to Financial Statements (unaudited)

Basis of Presentation

The unaudited interim financial statements have been prepared in accordance
with accounting principles generally accepted in the United States of America
on a basis consistent with reporting interim financial information in
accordance with instructions to Form 10-Q and Article 10 of Regulation S-X of
the Securities and Exchange Commission. These interim financial statements are
unaudited but reflect all adjustments that, in the opinion of management, are
necessary to provide a fair presentation of the results of operations and
financial condition of the Company for the interim periods presented. All such
adjustments are of a normal recurring nature. The results of operations for any
interim period are not necessarily indicative of results for a full year.
Certain amounts in the Company's prior year financial statements have been
reclassified to conform with the current year presentation. These financial
statements should be read in conjunction with the financial statements and
notes thereto contained in the Company's Annual Report on Form 10-K for the
year ended December 31, 2004.

3. CONTINGENCIES AND LITIGATION

Contingencies

On an ongoing basis, our internal supervisory and control functions review the
quality of our sales, marketing, annuity administration and servicing, and
other customer interface procedures and practices and may recommend
modifications or enhancements. From time to time this review process results in
the discovery of product administration, servicing or other errors, including
errors relating to the timing or amount of payments due to customers. In these
cases, we offer customers appropriate remediation and may incur charges,
including the costs of such remediation, administrative costs and regulatory
fines.

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

Litigation and Regulatory Matters

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

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

                                      8

<PAGE>

American Skandia Life Assurance Corporation

Notes to Financial Statements

4. RELATED PARTY TRANSACTIONS

Debt Agreements

On January 3, 2002, the Company entered into a $150 million credit facility
agreement with ASI. This credit facility terminates on December 31, 2005 and
bears interest at the offered rate in the London interbank market (LIBOR) plus
0.35% per annum for the relevant interest period. As of March 31, 2005, $0 was
outstanding under this credit facility.

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

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

5. NEW ACCOUNTING POLICIES AND ACCOUNTING PRONOUNCEMENTS

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

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

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

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

6. RECLASSIFICATIONS

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

                                      9

<PAGE>

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, previously reviewed and
evaluated the effectiveness of our disclosure controls and procedures, as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e), as of March 31, 2005.
Based on such evaluation, the Chief Executive Officer and Chief Financial
Officer previously concluded that, as of March 31, 2005, our disclosure
controls and procedures were effective in timely alerting them to material
information relating to us required to be included in our periodic SEC filings.
Other than as discussed in the last paragraph of Item 4, no change in our
internal control over financial reporting, as defined in Exchange Act Rule
13a-15(f) and 15d-15(f), occurred during the quarter ended March 31, 2005, that
materially affected, or is reasonably likely to materially affect, our internal
control over financial reporting. These conclusions are not affected by the
misclassifications in the Company's Statements of Cash Flows discussed in the
following paragraph, which were identified subsequent to the filing of the
Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2005.

As reported in a Current Report on Form 8-K filed by the Company on February 9,
2006, management of the Company concluded that certain amounts were incorrectly
classified in the Company's audited Statements of Cash Flows for the years
ended December 31, 2004, 2003 and 2002 included in the Company's 2004 Annual
Report on Form 10-K (the "2004 Form 10-K") and in the Company's unaudited
Statements of Cash Flows for the periods ended March 31 and June 30, 2005 and
2004 included in the Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31 and June 30, 2005 (the "2005 Forms 10-Q"). In connection with
the preparation of the Company's financial statements for the year ended
December 31, 2005, management of the Company concluded on February 3, 2006 that
the Company should file a Form 10-K/A and Forms 10-Q/A, including this Form
10-Q/A, restating the Statements of Cash Flows included in the 2004 Form 10-K
and in the 2005 Forms 10-Q. The restatements are limited in scope, relating
principally to the classification of data collected and not to the collection
of data or to the numerical accuracy of data collected. The Company has
implemented enhancements to its internal control over financial reporting,
primarily with respect to the periodic analysis and review of statements of
cash flows, designed to provide reasonable assurance that errors of this type
in the Company's Statements of Cash Flows will not recur.

Effective January 1, 2005, we implemented a new general ledger and financial
reporting platform. The new platform is intended to improve efficiencies
through the use of more current technology. Although the implementation of the
new platform resulted in changes in certain of our internal controls over
financial reporting, we do not believe that the implementation or the related
changes in internal controls materially affect the effectiveness of our
internal control over financial reporting.

                                      10

<PAGE>

PART II OTHER INFORMATION

Item 6. Exhibits

         31.1 Section 302 Certification of the Chief Executive Officer.

         31.2 Section 302 Certification of the Chief Financial Officer.

         32.1 Section 906 Certification of the Chief Executive Officer.

         32.2 Section 906 Certification of the Chief Financial Officer.

Schedules are omitted because they are either inapplicable or the information
required therein is included in the notes to Financial Statements included
herein.

                                      11

<PAGE>

                                 Exhibit Index

Exhibit Number and Description

         31.1 Section 302 Certification of the Chief Executive Officer.

         31.2 Section 302 Certification of the Chief Financial Officer.

         32.1 Section 906 Certification of the Chief Executive Officer.

         32.2 Section 906 Certification of the Chief Financial Officer.

                                      12

<PAGE>

                                  SIGNATURES

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

                              AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
                                              (Registrant)

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

February 9, 2006

                                      13