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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549

FORM 10-K

Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934


For the fiscal year ended 12/31/97 Commission file numbers 33-62791,
33-62953, 33-88360, 33-89566,
33-89676, 33-89678, 33-91400,
333-00995, 333-02867, 333-24989,
333-25733, 333-25761 and 333-26695



AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
(Exact name of registrant as specified in its charter)


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


One Corporate Drive, Shelton, Connecticut 06484
(Address of Principal Executive Offices, Zip Code)


Registrant's telephone number, including area code: (203) 926-1888


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 ____

As of March 10, 1998, there were 25,000 shares of outstanding common stock, par
value $80 per share, of the registrant, consisting of 100 shares of voting and
24,900 shares of non-voting all of which were owned by American Skandia
Investment Holding Corporation, a wholly-owned subsidiary of Skandia Insurance
Company Ltd., a Swedish corporation.





PART I

Item 1. Business

American Skandia Life Assurance Corporation ("ASLAC" or "the
Company") is a Connecticut corporation with its principal offices
in Shelton, Connecticut.

American Skandia Investment Holding Corporation (the "Parent")
owns all of the issued and outstanding shares of the Company's
common stock. The Parent is a wholly-owned ultimate subsidiary of
Skandia Insurance Company Ltd., a Swedish corporation.

The Company currently develops and offers annuity products. All
annuity products requiring registration as securities are offered
through its affiliated broker-dealer company, American Skandia
Marketing, Incorporated. ASLAC currently offers single or
flexible premium variable and guaranteed maturity deferred
annuities and immediate annuities. The Company may, in the
future, offer other forms of life and health insurance.

Annuity contracts represent a contractual obligation to make
payments over a given period of time (often measured by the life
of the recipient), undertaken by the insurer in return for the
payment of either a single premium or a series of scheduled or
flexible premiums. The insurer's obligation to pay may commence
immediately or be deferred. The amount to be paid may be either
fixed or variable. The product is sold to pension plans and
individuals, primarily for the management of financial assets and
for retirement. Income earned by or credited to a deferred
annuity contract generally is not taxed until distributed. For
immediate annuities, or annuitized deferred annuities, a portion
of each annuity distribution received is taxed as ordinary income
to the policyholder, based on the ratio of the investment in the
contract to the total distribution expected to be received.

The Company is obligated to carry in its statutory financial
statements, as liabilities, actuarial reserves to meet its
obligations on outstanding annuity or life insurance contracts.
This is required by the life insurance laws and regulations in
the jurisdictions in which ASLAC does business. Such reserves are
based on mortality and/or morbidity tables in general use in the
United States. In general, reserves are computed amounts that,
with additions from premiums to be received, and with interest on
such reserves compounded at certain assumed rates, are expected
to be sufficient to meet our contractual obligations at their
maturities if death occurs in accordance with the mortality
tables employed. In the accompanying financial statements, these
reserves for contractual obligations are determined in accordance
with generally accepted accounting principles and are included in
the separate account liabilities, reserve for future
contractowner benefits and annuity policy reserves.

ASLAC is engaged in a business that is highly competitive due to
the large number of insurance companies and other entities
competing in the marketing and sale of insurance products. There
are approximately 2,300 stock, mutual, and other types of
insurance companies in the life insurance business in the United
States.

As of December 31, 1997, the Company had 548 direct salaried
employees.






Item 2. Properties

The Company occupies office space leased from an affiliate,
American Skandia Information Services and Technology Corporation,
and believes that the current facilities are satisfactory for its
near term needs.

Item 3. Legal Proceedings

As of the date of this filing, the Company is not involved in any
litigation outside of the ordinary course of business, and knows
of no such material claims.

Item 4. Submission of Matters to a Vote of Security Holders

None






PART II

Item 5. Market for the Registrant's Common Equity and Related Stockholder
Matters

All of ASLAC's outstanding shares are owned by American Skandia
Investment Holding Corporation, a wholly-owned subsidiary of
Skandia Insurance Company Ltd. The Company did not pay any
dividends to its Parent in 1997, 1996 and 1995.






Item 6. Selected Financial Data

The following table summarizes information with respect to the
operation of the Company. The selected financial data should be
read in conjunction with the financial statements and the notes
thereto and Item 7 - Management's Discussion and Analysis of
Financial Condition and Results of Operations.



FOR THE YEAR ENDED DECEMBER 31,

1997 1996 1995 1994 1993
---- ---- ---- ---- ----
Income Statement Data:
Revenues:
Annuity charges and fees* $ 121,157,846 $ 69,779,522 $ 38,837,358 $ 24,779,785 $ 11,752,984
Fee income 27,587,231 16,419,690 6,205,719 2,111,801 938,336
Net investment income 8,181,073 1,585,819 1,600,674 1,300,217 692,758
Annuity premium income
and other revenues 1,088,144 265,103 45,524 92,608 432,936
--------------- -------------- -------------- -------------- --------------


Total revenues $ 158,014,294 $ 88,050,134 $ 46,689,275 $ 28,284,411 $ 13,817,014
=============== ============== ============== ============== ==============

Benefits and Expenses:
Annuity benefits 2,033,275 613,594 555,421 369,652 383,515
Increase/(decrease) in annuity
policy reserves 37,270 634,540 (6,778,756) 5,766,003 1,208,454
Cost of minimum death benefit
reinsurance 4,544,697 2,866,835 2,056,606 - -
Return credited
to contractowners (2,018,635) 672,635 10,612,858 (516,730) 252,132
Underwriting, acquisition and
other insurance expenses 90,496,952 49,887,147 35,914,392 18,942,720 9,547,951
Interest expense 24,895,456 10,790,716 6,499,414 3,615,845 187,156
--------------- -------------- -------------- -------------- --------------
Total benefits and expenses $ 119,989,015 $ 65,465,467 $ 48,859,935 $ 28,177,490 $ 11,579,208
=============== ============== ============== ============== ==============

Income tax (benefit) expense $ 10,477,746 $ (4,038,357) $ 397,360 $ 247,429 $ 182,965
=============== ============== ============== ============== ==============

Net income (loss) $ 27,547,533 $ 26,623,024 $ (2,568,020) $ (140,508) $ 2,054,841
=============== ============== ============== ============== ==============
Balance Sheet Data:
Total Assets $12,972,416,108 $8,347,695,595 $5,021,012,890 $2,864,416,329 $1,558,548,537
=============== ============== ============== ============== ==============
Future fees payable
to parent $ 233,033,818 $ 47,111,936 $ 0 $ 0 $ 0
=============== ============== ============== ============== ==============


Surplus Notes $ 213,000,000 $ 213,000,000 $ 103,000,000 $ 69,000,000 $ 20,000,000
=============== ============== ============== ============== ==============

Shareholder's Equity $ 184,421,044 $ 126,345,031 $ 59,713,000 $ 52,205,524 $ 52,387,687
=============== ============== ============== ============== ==============



* On annuity sales of $3,697,990,000, $2,795,114,000, $1,628,486,000,
$1,372,874,000 and $890,640,000 during the years ended December 31, 1997,
1996, 1995, 1994, and 1993, respectively, with contractowner assets under
management of $12,119,191,000, $7,764,891,000, $4,704,044,000,
$2,661,161,000 and $1,437,554,000 as of December 31, 1997, 1996, 1995,
1994 and 1993, respectively.







Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations

American Skandia Life Assurance Corporation (the "Company") is a stock
life insurance company domiciled in Connecticut with licenses in all 50
states. It is a wholly-owned subsidiary of American Skandia Investment
Holding Corporation (the "Parent"), whose ultimate parent is Skandia
Insurance Company Ltd., a Swedish company.

The Company is in the business of issuing annuity policies, and has
been so since its business inception in 1988. The Company currently
offers the following annuity products: a) certain deferred annuities
that are registered with the Securities and Exchange Commission,
including variable annuities and fixed interest rate annuities that
include a market value adjustment feature; b) certain other fixed
deferred annuities that are not registered with the Securities and
Exchange Commission; c) certain group variable annuities that are not
registered with the Securities and Exchange Commission that serve as
funding vehicles for various types of qualified pension and profit
sharing plans; and d) fixed and adjustable immediate annuities.

The Company markets its products to broker-dealers and financial
planners through an internal field marketing staff. In addition, the
Company markets through and in conjunction with financial institutions
such as banks that are permitted directly, or through affiliates, to
sell annuities.

In addition, the Company has 99.9% ownership in Skandia Vida, S.A. de
C.V. which is a life insurance company domiciled in Mexico. This
Mexican life insurer is a start up company with expectations of
selling long-term savings products within Mexico. The Company's
investment in Skandia Vida, S.A. de C.V. is $1.5 million at
December 31,1997.


RESULTS OF OPERATIONS

The Company's long term business plan was developed reflecting the
current sales and marketing approach. Annuity sales increased 32%, 72%
and 19% in 1997, 1996 and 1995, respectively. The Company continues to
show significant growth in sales volume and increased market share
within the variable annuity industry. This growth is a result of
innovative product development activities, expansion of distribution
channels and a focused effort on customer orientation.

The Company primarily offers and sells a wide range of deferred
annuities through three focused marketing, sales and service teams.
Each team specializes in addressing one of the Company's primary
distribution channels: (a) financial planning firms; (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 which specialize in marketing to customers of
banks. The Company also offers a number of specialized products
distributed by select, large distributors. In 1995 and 1996, the
Company restructured its internal operations to better support the
specialized marketing, sales and service needs of the primary
distribution channels and of the select distributors of specialized
products. There has been continued growth and success in expanding the
number of selling agreements in the primary distribution channels.
There has also been increased success in enhancing the relationships
with the registered representatives/insurance agents of all the selling
firms.





Total assets grew 55%, 66% and 75% in 1997, 1996 and 1995,
respectively. These increases were a direct result of the
substantial sales volume increasing separate account assets and
deferred acquisition costs as well as 1997 and 1996 growth in
fixed maturity investments in support of the Company's risk based
capital requirements. Liabilities grew 56%, 65%, and 76% in 1997,
1996 and 1995, respectively, as a result of the reserves required
for the increased sales activity along with borrowings during
these periods. The borrowings are needed to fund the acquisition
costs of the Company's variable annuity business.

The Company experienced a net gain after tax in 1997 and 1996 and
a net loss after tax in 1995. The 1997 and 1996 result was
related to the strong sales volume, favorable market climate,
expense savings relative to sales volume and recognition of
certain tax benefits.

The 1995 result was related to higher than anticipated expense
levels and additional reserving requirements on our market value
adjusted annuities. The increase in expenses was primarily
attributable to improving our service infrastructure and
marketing related costs, which was in part responsible for the
strong sales and financial performance in 1996.


REVENUES

Increasing volume of annuity sales results in higher assets under
management. The fees realized on assets under management have
resulted in annuity charges and fees increasing 74%, 80% and 57%
in 1997, 1996 and 1995, respectively.

Fee income has increased 68%, 165% and 194% in 1997, 1996 and
1995, respectively, as a result of income from transfer agency
type activities. These increases are also as a result of
increases in assets under management.

Net investment income increased 416% in 1997, decreased 1% in
1996 and increased 23% in 1995. The increase in 1997 was a direct
result of increased bond holdings in support of the Company's
risk based capital. The level net investment income in 1996 was a
result of the consistent investment holdings throughout most of
the year. The increase in 1995 was a result of a higher average
level of Company bonds and short-term investments.

Annuity premium income represents premiums earned on sales of
immediate annuities with life contingencies and supplementary
contracts with life contingencies.


BENEFITS

Annuity benefits represent payments on annuity contracts with
mortality risks, these being immediate annuity contracts with
life contingencies and supplementary contracts with life
contingencies.

Increase/(decrease) in annuity policy reserves represents change
in reserves for the immediate annuity with life contingencies,
supplementary contracts with life contingencies and guaranteed
minimum death benefits. During 1995, the Company entered into an
agreement to reinsure the guaranteed minimum death benefit
exposure on most of the variable annuity contracts. The costs
associated with reinsuring the guaranteed minimum death benefit
reserve exceeded the change in the guaranteed minimum death
benefit reserve during 1997 and 1996 as a result of minimum
required premiums within the reinsurance contract. The costs
associated with reinsuring the guaranteed minimum death benefit
reserve approximate the change in the guaranteed minimum death
benefit reserve during 1995, thereby having no significant effect
on the statement of operations.







Return credited to contractowners represents revenues on the
variable and market value adjusted annuities offset by the
benefit payments and change in reserves required on this
business. Also included are the benefit payments and change in
reserves on immediate annuity contracts without significant
mortality risks. The 1997 return credited to contractowners in
the amount of ($2.0) million in income represents a break-even
year for our market value adjusted product line for the year. The
1996 return credited to contractowners in the amount of $0.7
million represents a favorable investment return on the market
value adjusted contracts relating to the benefits and required
reserves, offset by the effect of bond market fluctuations on
December 31, 1996 in the amount of $1.8 million. While the assets
relating to the market value adjusted contracts reflect the
market interest rate fluctuations which occurred on December 31,
1996, the liabilities are based on the interest rates set for new
contracts which are generally based on the prior day's interest
rates. During the first week of January 1997, interest rates were
established for new contracts, thereby bringing the liabilities
relating to the market value adjusted contracts in line with the
related assets. Consequently, the gain realized in 1997 was a
result of this liability shift.

In 1995, the Company earned a lower than anticipated separate
account investment return on the market value adjusted contracts
in support of the benefits and required reserves. In addition,
the 1995 result includes an increase in the required reserves
associated with this product.


EXPENSES

Underwriting, acquisition and other insurance expenses for 1997
were made up of $186.9 million of commissions and $94.5 million
of general expenses offset by the net capitalization of deferred
acquisition costs totaling $191.1 million. This compares to the
same period last year of $140.4 million of commissions and $63.2
million of general expenses offset by the net capitalization of
deferred acquisition costs totaling $153.9 million.

Underwriting, acquisition and other insurance expenses for 1995
is made up of $62.8 million of commissions and $42.2 million of
general expenses offset by the net capitalization of deferred
acquisition costs totaling $69.2 million.

Interest expense increased $14.1 million, $4.3 million and $2.9
million in 1997, 1996 and 1995, respectively, as a result of
Surplus Notes totaling $213 million, $213 million and $103
million, at December 31, 1997, 1996 and 1995, respectively, along
with interest on Securitization (future fees payable to Parent)
transactions for the year 1997.

Income tax reflected an expense of $10.5 million for the year
ended December 31, 1997, a benefit of $4 million for the year
ended December 31, 1996 and an expense of $0.4 million for the
year ended December 31, 1995. The 1997 income tax expense is a
net result of applying the federal income tax rate of 35% to
pre-tax earnings reduced by permanent differences, with the most
significant item being the dividend received deduction. The 1996
benefit is related to management's release of the deferred tax
valuation allowance of $9.3 million, established prior to 1996.
Management believes that based on the taxable income produced in
the current year and the continued growth in annuity products,
the Company will produce sufficient taxable income in the future
to realize its deferred tax assets. Income tax expense in 1995
relates principally to an increase in the deferred tax valuation
allowance of $1.7 million, as well as, the Company being in an
Alternative Minimum Tax position for the year.






LIQUIDITY AND CAPITAL RESOURCES

The liquidity requirement of ASLAC was met by cash from insurance
operations, investment activities, borrowings from its Parent and
sale of rights to future fees and charges to its Parent.

As previously stated, the Company continued to have significant
growth during 1997. The sales volume of $3.698 billion was
primarily (approximately 94%) variable annuities, most of which
carry a contingent deferred sales charge. This type of product
causes a temporary cash strain in that 100% of the proceeds are
invested in separate accounts supporting the product leaving a
cash (but not capital) strain caused by the acquisition cost for
the new business. This cash strain required the Company to look
beyond the cash made available by insurance operations and
investments of the Company. During 1996, the Company borrowed an
additional $110 million from its Parent in the form of Surplus
Notes. Also, during 1997 and 1996, the Company extended its
reinsurance agreements (which were initiated in 1993, 1994 and
1995). The reinsurance agreements are modified coinsurance
arrangements where the reinsurer shares in the experience of a
specific book of business. The income and expense items presented
above are net of reinsurance.

In addition, on December 17, 1996, the Company sold to its
Parent, effective September 1, 1996, certain rights to receive
future fees and charges expected to be realized on the variable
portion of a designated block of deferred annuity contracts
issued during the period January 1, 1994 through June 30, 1996
(Transaction 1996-1). Also, the Company entered into the
following similar transactions during 1997.

Closing Effective Contract Issue
Transaction Date Date Period
----------- ------- --------- --------------

1997-1 7/23/97 6/1/97 3/1/96 - 4/30/97
1997-2 12/30/97 12/1/97 5/1/95 - 12/31/96
1997-3 12/30/97 12/1/97 5/1/96 - 10/31/97

In connection with these transactions, the Parent, through a
trust, issued collateralized notes in a private placement, which
are secured by the rights to receive future fees and charges
purchased from the Company.

Under the terms of the Purchase Agreements, the rights sold
provide for the Parent to receive 80% (100% for Transaction
1997-3) of future mortality and expense charges and contingent
deferred sales charges, after reinsurance, expected to be
realized over the remaining surrender charge period of the
designated contracts (6 to 8 years). The Company did not sell the
right to receive future fees and charges after the expiration of
the surrender charge period.

The proceeds from the sales have been recorded as a liability and
are being amortized over the remaining surrender charge period of
the designated contracts using the interest method. The present
value of the transactions (discounted at 7.5%) of future fees as
of the respective Effective Date was as follows (amounts in
millions):

Present
Transaction Value
----------- -------

1996-1 $50.2
1997-1 58.8
1997-2 77.6
1997-3 58.2





The Company expects to use borrowing, reinsurance and the sale of
future fee revenues to fund the cash strain anticipated from the
acquisition costs on the coming years' sales volume.

The tremendous growth of this young organization has depended on
capital support from its Parent. During December 1997, the
Company received $27.7 million from its Parent to support the
capital needs of its increased business during 1997 and the
anticipated 1998 growth in business.

As of December 31, 1997 and 1996, shareholder's equity was $184.4
million and $126.3 million, respectively, which includes the
carrying value of state insurance licenses in the amount of $4.6
million and $4.7 million, respectively.

ASLAC has long term surplus notes with its Parent and a
short-term borrowing with an affiliate. No dividends have been
paid to its parent company.


YEAR 2000 COMPLIANCE

American Skandia is a relatively young company whose internally
developed systems were designed from the start with the correct
four digit date fields. As a result, the Company anticipates few
technical problems related to the year 2000. However, we take
this matter seriously and continue to take precautions to ensure
year 2000 compliance.

Steps taken to date include:

1. Any new, externally developed software is evaluated for year
2000 compliance before purchase. We also evaluate all new
service providers.
2. An external specialist had been engaged to perform a
complete assessment of American Skandia's operating systems
and internally developed software.
3. The Company is working with external business partners and
software providers to request and review their year 2000
compliance status and plans.

We anticipate full internal compliance by September 1998,
followed by continuous evaluation of internal systems, external
business partners and software providers until the year 2000.






Item 8. Financial Statements and Supplementary Data


FINANCIAL STATEMENTS

INDEX
Page(s)

Independent Auditors' Reports 12-13

Consolidated Statements of Financial Condition
as of December 31, 1997 and 1996 14

Consolidated Statements of Operations for the
Years Ended December 31, 1997, 1996 and 1995 15

Consolidated Statements of Shareholder's Equity for the
Years Ended December 31, 1997, 1996 and 1995 16

Consolidated Statements of Cash Flows for the
Years Ended December 31, 1997, 1996 and 1995 17

Notes to Consolidated Financial Statements 18-33

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










INDEPENDENT AUDITOR'S REPORT


To the Board of Directors and Shareholder of
American Skandia Life Assurance Corporation
Shelton, Connecticut


We have audited the consolidated statement of financial condition of American
Skandia Life Assurance Corporation (the "Company" which is a wholly-owned
subsidiary of Skandia Insurance Company Ltd.) as of December 31, 1997, and the
related consolidated statements of operations, shareholder's equity, and cash
flows for the year then ended. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the 1997 consolidated financial statements referred to above
present fairly, in all material respects, the financial position of American
Skandia Life Assurance Corporation at December 31, 1997, and the results of its
operations and its cash flows for the year then ended in conformity with
generally accepted accounting principles.


/s/Ernst & Young LLP
- --------------------
Hartford, Connecticut


February 20, 1998










INDEPENDENT AUDITORS' REPORT


To the Board of Directors and Shareholder of
American Skandia Life Assurance Corporation
Shelton, Connecticut


We have audited the accompanying consolidated statement of financial condition
of American Skandia Life Assurance Corporation and subsidiary (a wholly-owned
subsidiary of Skandia Insurance Company Ltd.) as of December 31, 1996, and the
related consolidated statements of operations, shareholder's equity, and cash
flows for each of the two years in the period ended December 31, 1996. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all
material respects, the consolidated financial position of American Skandia Life
Assurance Corporation and subsidiary as of December 31, 1996, and the results of
their operations and their cash flows for each of the two years in the period
ended December 31, 1996 in conformity with generally accepted accounting
principles.


/s/Deloitte & Touche LLP
- ------------------------
New York, New York


March 10, 1997



AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
(a wholly-owned subsidiary of Skandia Insurance Company Ltd.)

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION




AS OF DECEMBER 31,
1997 1996
--------------- --------------

ASSETS

Investments:
Fixed maturities - at amortized cost $ 9,366,671 $ 10,090,369
Fixed maturities - at fair value 108,323,668 87,369,724
Investment in mutual funds - at fair value 6,710,851 2,637,731
Policy loans 687,267 159,482
--------------- --------------
Total investments 125,088,457 100,257,306

Cash and cash equivalents 81,974,204 45,332,131
Accrued investment income 2,441,671 1,958,546
Fixed assets 356,153 229,780
Deferred acquisition costs 628,051,995 438,640,918
Reinsurance receivable 3,120,221 2,167,818
Receivable from affiliates 1,910,895 691,532
Income tax receivable - current 1,047,493 -
Income tax receivable - deferred 26,174,369 17,217,582
State insurance licenses 4,562,500 4,712,500
Other assets 2,524,581 2,047,689
Separate account assets 12,095,163,569 7,734,439,793
--------------- --------------

Total Assets $12,972,416,108 $8,347,695,595
=============== ==============

LIABILITIES AND SHAREHOLDER'S EQUITY

LIABILITIES:
Reserve for future contractowner benefits $ 43,204,443 $ 36,245,936
Policy reserves 24,414,999 21,238,749
Income tax payable - 1,124,151
Drafts outstanding 19,277,706 13,032,719
Accounts payable and accrued expenses 71,190,019 65,471,294
Payable to affiliates 584,283 685,724
Future fees payable to parent 233,033,818 47,111,936
Payable to reinsurer 78,126,227 79,000,262
Short-term borrowing 10,000,000 10,000,000
Surplus notes 213,000,000 213,000,000
Separate account liabilities 12,095,163,569 7,734,439,793
--------------- --------------

Total Liabilities 12,787,995,064 8,221,350,564
--------------- --------------

SHAREHOLDER'S EQUITY:
Common stock, $80 par, 25,000 shares
authorized, issued and outstanding 2,000,000 2,000,000
Additional paid-in capital 151,527,229 122,250,117
Unrealized investment gains and losses, net 954,069 (319,631)
Foreign currency translation, net (286,038) (263,706)
Retained earnings 30,225,784 2,678,251
--------------- --------------

Total Shareholder's Equity 184,421,044 126,345,031
--------------- --------------

Total Liabilities and Shareholder's Equity $12,972,416,108 $8,347,695,595
=============== ==============


See notes to consolidated financial statements.




AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
(a wholly-owned subsidiary of Skandia Insurance Company Ltd.)

CONSOLIDATED STATEMENTS OF OPERATIONS






FOR THE YEAR ENDED DECEMBER 31,
1997 1996 1995
------------ ------------ -----------
REVENUES:

Annuity charges and fees $121,157,846 $69,779,522 $38,837,358
Fee income 27,587,231 16,419,690 6,205,719
Net investment income 8,181,073 1,585,819 1,600,674
Annuity premium income 920,042 125,000 -
Net realized capital gains 87,103 134,463 36,774
Other 80,999 5,640 8,750
------------ ----------- -----------

Total Revenues 158,014,294 88,050,134 46,689,275
------------ ----------- -----------


BENEFITS AND EXPENSES:

Benefits:
Annuity benefits 2,033,275 613,594 555,421
Increase/(decrease) in annuity policy reserves 37,270 634,540 (6,778,756)
Cost of minimum death benefit reinsurance 4,544,697 2,866,835 2,056,606
Return credited to contractowners (2,018,635) 672,635 10,612,858
------------ ----------- -----------

4,596,607 4,787,604 6,446,129
------------ ----------- -----------

Expenses:
Underwriting, acquisition and other insurance expenses 90,346,952 49,737,147 35,764,392
Amortization of state insurance licenses 150,000 150,000 150,000
Interest expense 24,895,456 10,790,716 6,499,414
------------ ----------- -----------

115,392,408 60,677,863 42,413,806
------------ ----------- -----------

Total Benefits and Expenses 119,989,015 65,465,467 48,859,935
------------ ----------- -----------

Income (loss) from operations
before income taxes 38,025,279 22,584,667 (2,170,660)

Income tax expense (benefit) 10,477,746 (4,038,357) 397,360
------------ ----------- -----------

Net income (loss) $ 27,547,533 $26,623,024 $(2,568,020)
============ =========== ===========




See notes to consolidated financial statements.



AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
(a wholly-owned subsidiary of Skandia Insurance Company Ltd.)

CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY







FOR THE YEAR ENDED DECEMBER 31,
1997 1996 1995
------------ ------------ ------------

Common stock, balance at beginning and end of year $ 2,000,000 $ 2,000,000 $ 2,000,000
------------ ------------ ------------

Additional paid-in capital:
Balance at beginning of year 122,250,117 81,874,666 71,623,932
Additional contributions 29,277,112 40,375,451 10,250,734
------------ ------------ ------------

Balance at end of year 151,527,229 122,250,117 81,874,666
------------ ------------ ------------

Unrealized investment gains and losses:
Balance at beginning of year (319,631) 111,359 (41,655)
Change in unrealized investment gains and losses, net 1,273,700 (430,990) 153,014
------------ ------------ ------------

Balance at end of year 954,069 (319,631) 111,359
------------ ------------ ------------

Foreign currency translation:
Balance at beginning of year (263,706) (328,252) -
Change in foreign currency translation, net (22,332) 64,546 (328,252)
------------ ------------ ------------

Balance at end of year (286,038) (263,706) (328,252)
------------ ------------ ------------

Retained earnings (deficit):
Balance at beginning of year 2,678,251 (23,944,773) (21,376,753)
Net income (loss) 27,547,533 26,623,024 (2,568,020)
------------ ------------ ------------

Balance at end of year 30,225,784 2,678,251 (23,944,773)
------------ ------------ ------------


Total Shareholder's Equity $184,421,044 $126,345,031 $ 59,713,000
============ ============ ============


See notes to consolidated financial statements.




AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
(a wholly-owned subsidiary of Skandia Insurance Company Ltd.)

CONSOLIDATED STATEMENTS OF CASH FLOWS







FOR THE YEAR ENDED DECEMBER 31,
1997 1996 1995
--------------- --------------- --------------
CASH FLOW FROM OPERATING ACTIVITIES:

Net income/(loss) $ 27,547,533 26,623,024 (2,568,020)
Adjustments to reconcile net income/(loss) to net cash
used in operating activities:
Increase/(decrease) in policy reserves 3,176,250 1,852,259 (4,667,765)
Amortization of bond discount 72,986 27,340 23,449
Amortization of insurance licenses 150,000 150,000 150,000
Change in receivable from/payable to affiliates (1,320,804) 540,484 (347,884)
Change in income tax receivable/payable (2,171,644) 1,688,001 (600,849)
Increase in other assets (603,265) (661,084) (372,120)
Increase in accrued investment income (483,125) (1,764,472) (20,420)
Increase in reinsurance receivable (952,403) (179,776) (1,988,042)
Increase in deferred acquisition costs, net (189,411,077) (168,418,535) (96,212,774)
Increase in income tax receivable - deferred (9,630,603) (16,903,477) -
Increase in accounts payable and accrued expenses 5,718,725 32,322,727 945,483
Increase in drafts outstanding 6,244,987 13,032,719 -
Change in foreign currency translation, net (34,356) (77,450) (328,252)
Realized gain on sale of investments (87,103) (134,463) (36,774)
--------------- --------------- --------------

Net cash used in operating activities (161,783,899) (111,902,703) (106,023,968)
--------------- --------------- --------------

CASH FLOW FROM INVESTING ACTIVITIES:

Purchase of fixed maturity investments (28,905,493) (96,812,903) (614,289)
Proceeds from sale and maturity of fixed maturity investments 10,755,550 8,947,390 100,000
Purchase of shares in mutual funds (5,595,342) (2,160,347) (1,566,194)
Proceeds from sale of shares in mutual funds 1,415,576 1,273,640 867,744
Increase in policy loans (527,785) (104,427) (37,807)
Change in investments of separate account assets (3,691,031,470) (2,789,361,685) (1,609,415,439)
--------------- --------------- ---------------

Net cash used in investing activities (3,713,888,964) (2,878,218,332) (1,610,665,985)
--------------- --------------- ---------------

CASH FLOW FROM FINANCING ACTIVITIES:

Capital contributions from parent 29,277,112 40,375,451 10,250,734
Surplus notes - 110,000,000 34,000,000
Increase in future fees payable to parent 185,921,882 47,111,936 -
Increase/(decrease) in payable to reinsurer (874,035) 14,004,792 24,890,064
Proceeds from annuity sales 3,697,989,977 2,795,114,603 1,628,486,076
--------------- --------------- ---------------

Net cash provided by financing activities 3,912,314,936 3,006,606,782 1,697,626,874
--------------- --------------- ---------------

Net increase/(decrease) in cash and cash equivalents 36,642,073 16,485,747 (19,063,079)
--------------- --------------- ---------------

Cash and cash equivalents at beginning of year 45,332,131 28,846,384 47,909,463
--------------- --------------- ---------------

Cash and cash equivalents at end of year $ 81,974,204 45,332,131 28,846,384
=============== =============== ===============

SUPPLEMENTAL CASH FLOW DISCLOSURE:
Income taxes paid $ 22,307,992 11,177,120 995,496
=============== =============== ===============

Interest paid $ 16,915,835 7,094,767 540,319
=============== =============== ===============


See notes to consolidated financial statements.







AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
(a wholly-owned subsidiary of Skandia Insurance Company Ltd.)

Notes to Consolidated Financial Statements
December 31, 1997


1. ORGANIZATION AND OPERATION

American Skandia Life Assurance Corporation (the "Company") is a
wholly-owned subsidiary of American Skandia Investment Holding
Corporation (the "Parent"); whose ultimate parent is Skandia Insurance
Company Ltd., a Swedish corporation.

The Company develops annuity products and issues its products through
its affiliated broker/dealer company, American Skandia Marketing,
Incorporated. The Company currently issues variable, fixed, market
value adjusted and immediate annuities.

The Company has 99.9% ownership in Skandia Vida, S.A. de C.V. which is
a life insurance company domiciled in Mexico. This Mexican life
insurer is a start up company with expectations of selling long term
savings products within Mexico. Total shareholder's equity of Skandia
Vida, S.A. de C.V. is $1,509,146 as of December 31, 1997.


2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A. Basis of Reporting

The accompanying consolidated financial statements have been
prepared in conformity with generally accepted accounting
principles. Intercompany transactions and balances have been
eliminated in consolidation.

Certain reclassifications have been made to prior year amounts to
conform with the current year presentation.

B. New Accounting Pronouncements

In June 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards ("SFAS") 130,
"Reporting Comprehensive Income", which is effective for fiscal
years beginning after December 15, 1997. SFAS 130 sets standards
for the reporting and display of comprehensive income and its
components in financial statements. Application of the new rules
will not impact the Company's financial position or net income. The
Company expects to adopt this pronouncement in the first quarter of
1998, which will include the presentation of comprehensive income
for prior periods presented for comparative purposes, as required
by SFAS 130. The primary element of comprehensive income applicable
to the Company is changes in unrealized gains and losses on
securities classified as available for sale.





AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
(a wholly-owned subsidiary of
Skandia Insurance Company Ltd.)

Notes to Consolidated Financial Statements (continued)


C. Investments

The Company has classified its fixed maturity investments as either
held-to-maturity or available-for-sale. Investments classified as
held-to-maturity are investments that the Company has the ability
and intent to hold to maturity. Such investments are carried at
amortized cost. Those investments which are classified as
available-for-sale are carried at fair value and changes in
unrealized gains and losses are reported as a component of
shareholder's equity.

The Company has classified its mutual fund investments as
available-for-sale. Such investments are carried at fair value and
changes in unrealized gains and losses are reported as a component
of shareholder's equity.

Policy loans are carried at their unpaid principal balances.

Realized gains and losses on disposal of investments are determined
by the specific identification method and are included in revenues.

D. Cash Equivalents

The Company considers all highly liquid time deposits, commercial
paper and money market mutual funds purchased with a maturity of
three months or less to be cash equivalents.

E. State Insurance Licenses

Licenses to do business in all states have been capitalized and
reflected at the purchase price of $6 million less accumulated
amortization. The cost of the licenses is being amortized over 40
years.

F. Fixed Assets

Fixed assets consisting of furniture, equipment and leasehold
improvements are carried at cost and depreciated on a straight line
basis over a period of three to five years. Accumulated
depreciation amounted to $95,823 and $32,641 at December 31, 1997
and 1996, respectively. Depreciation expense for the years ended
December 31, 1997 and 1996 was $63,182 and $28,892, respectively.





AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
(a wholly-owned subsidiary of
Skandia Insurance Company Ltd.)

Notes to Consolidated Financial Statements (continued)


G. Recognition of Revenue and Contract Benefits

Annuity contracts without significant mortality risk, as defined by
SFAS 97, "Accounting and Reporting by Insurance Enterprises for
Certain Long-Duration Contracts", are classified as investment
contracts (variable, market value adjusted and certain immediate
annuities) and those with mortality risk (immediate annuities) as
insurance products. The policy for revenue and contract benefit
recognition is described below.

Revenues for variable annuity contracts consist of charges against
contractowner account values for mortality and expense risks,
administration fees, surrender charges and an annual maintenance
fee per contract. Benefit reserves for variable annuity contracts
represent the account value of the contracts and are included in
the separate account liabilities.

Revenues for market value adjusted annuity contracts consist of
separate account investment income reduced by benefit payments and
changes in reserves in support of contractowner obligations, all of
which is included in return credited to contractowners. Benefit
reserves for these contracts represent the account value of the
contracts, and are included in the general account liability for
future contractowner benefits to the extent in excess of the
separate account liabilities.

Revenues for immediate annuity contracts without life contingencies
consist of net investment income. Revenues for immediate annuity
contracts with life contingencies consist of single premium
payments recognized as annuity considerations when received.
Benefit reserves for these contracts are based on the Society of
Actuaries 1983 Table-a with assumed interest rates that vary by
issue year. Assumed interest rates ranged from 6.5% to 8.25% at
both December 31, 1997 and 1996.

Annuity sales were $3,697,990,000, $2,795,114,000 and
$1,628,486,000 for the years ended December 31, 1997, 1996 and
1995, respectively. Annuity contract assets under management were
$12,119,191,000, $7,764,891,000 and $4,704,044,000 at December 31,
1997, 1996 and 1995, respectively.

H. Deferred Acquisition Costs

The costs of acquiring new business, which vary with and are
primarily related to the production of new business, are being
deferred. These costs include commissions, cost of contract
issuance, and certain selling expenses that vary with production.
These costs are being amortized generally in proportion to expected
gross profits from surrender charges, policy and asset based fees
and mortality and expense margins. This amortization is adjusted
retrospectively and prospectively when estimates of current and
future gross profits to be realized from a group of products are
revised.





AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
(a wholly-owned subsidiary of
Skandia Insurance Company Ltd.)

Notes to Consolidated Financial Statements (continued)


Details of the deferred acquisition costs and related amortization
for the years ended December 31, are as follows:




1997 1996 1995
---- ---- ----

Balance at beginning of year $438,640,918 $270,222,383 $174,009,609

Acquisition costs deferred
during the year 262,257,543 190,995,588 106,063,698

Acquisition costs amortized
during the year 72,846,466 22,577,053 9,850,924
------------ ------------ ------------

Balance at end of year $628,051,995 $438,640,918 $270,222,383
============ ============ ============



I. Separate Accounts

Assets and liabilities in Separate Accounts are shown as separate
captions in the consolidated statements of financial condition.
Separate Account assets consist principally of long term bonds,
investments in mutual funds and short-term securities, all of
which are carried at fair value.

Included in Separate Account liabilities are $773,066,633 and
$644,233,883 at December 31, 1997 and 1996, respectively, relating
to annuity contracts for which the contractholder is guaranteed a
fixed rate of return. Separate Account assets of $773,066,633 and
$644,233,883 at December 31, 1997 and 1996, respectively,
consisting of long term bonds, short term securities, transfers
due from general account and cash are held in support of these
annuity contracts, pursuant to state regulation.

J. Fair Values of Financial Instruments

The methods and assumptions used to determine the fair value of
financial instruments are as follows:

Fair values of fixed maturities with active markets are based on
quoted market prices. For fixed maturities that trade in less
active markets, fair values are obtained from an independent
pricing service.

Fair values of investments in mutual funds are based on quoted
market prices.

The carrying value of cash and cash equivalents approximates fair
value due to the short-term nature of these investments.

Fair values of certain financial instruments, such as future fees
payable to the parent and surplus notes are not readily
determinable and are excluded from fair value disclosure
requirements.






AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
(a wholly-owned subsidiary of
Skandia Insurance Company Ltd.)

Notes to Consolidated Financial Statements (continued)


K. Income Taxes

The Company is included in the consolidated federal income tax
return of Skandia U.S. Holding Corporation and its subsidiaries. In
accordance with the tax sharing agreement, the federal and state
income tax provision is computed on a separate return basis, as
adjusted for consolidated items, such as net operating loss
carryforwards.

Income taxes are provided in accordance with the SFAS 109,
"Accounting for Income Taxes", which requires the asset and
liability method of accounting for deferred taxes. The object of
this method is to recognize an asset and liability for the expected
future tax effects due to temporary differences between the
financial reporting and the tax basis of assets and liabilities,
based on enacted tax rates and other provisions of the tax law.


L. Translation of Foreign Currency

The financial position and results of operations of the Company's
Mexican subsidiary are measured using local currency as the
functional currency. Assets and liabilities of the subsidiary are
translated at the exchange rate in effect at each year-end.
Statements of operations and shareholder's equity accounts are
translated at the average rate prevailing during the year.
Translation adjustments arising from the use of differing exchange
rates from period to period are included in shareholder's equity.

M. Estimates

The preparation of financial statements in conformity with
generally accepted accounting principles requires that management
make estimates and assumptions that affect the reported amount of
assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting
period. The more significant estimates and assumptions are related
to deferred acquisition costs and involve policy lapses, investment
return and maintenance expenses. Actual results could differ from
those estimates.

N. Reinsurance

The Company cedes reinsurance under modified co-insurance
arrangements. The reinsurance arrangements provide additional
capacity for growth in supporting the cash flow strain from the
Company's variable annuity business. The reinsurance is effected
under quota share contracts.

The Company also reinsures certain mortality risks. These risks
result from the guaranteed minimum death benefit feature in the
variable annuity products.







AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
(a wholly-owned subsidiary of
Skandia Insurance Company Ltd.)

Notes to Consolidated Financial Statements (continued)


3. INVESTMENTS

The amortized cost, gross unrealized gains (losses) and estimated fair
value of available-for-sale and held-to-maturity fixed maturities and
investments in mutual funds as of December 31, 1997 and 1996 are shown
below. All securities held at December 31, 1997 are publicly traded.

Investments in fixed maturities as of December 31, 1997 consisted of
the following:

Held-to-Maturity
----------------




Gross Gross
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
--------- ---------- ---------- -----
U.S. Government
Obligations $3,789,498 $71,197 $ 8,517 $3,852,178

Obligations of State and
Political Subdivisions 50,000 - - 50,000

Corporate Securities 5,527,173 1,949 19,487 5,509,635
----------- ------- -------- -----------

Totals $9,366,671 $73,146 $28,004 $9,411,813
========== ======= ======= ==========

Available-for-Sale
------------------

Gross Gross
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
--------- ---------- ---------- -----
U.S. Government
Obligations $ 14,999,291 $ 201,664 - $15,200,955

Obligations of
State and Political
Subdivisions 202,224 318 - 202,542

Corporate
Securities 91,469,384 1,505,656 54,869 92,920,171
-------------- ----------- -------- ------------

Totals $106,670,899 $1,707,638 $54,869 $108,323,668
============ ========== ======= ============





AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
(a wholly-owned subsidiary of
Skandia Insurance Company Ltd.)

Notes to Consolidated Financial Statements (continued)


The amortized cost and fair value of fixed maturities, by contractual
maturity, at December 31, 1997 are shown below.





Held-to-Maturity Available-for-Sale
---------------- ------------------

Amortized Fair Amortized Fair
Cost Value Cost Value
--------- ----- --------- -----

Due in one year or less $1,049,977 $1,050,001 $ 2,990,584 $ 2,992,050

Due after one through five years 8,062,630 8,105,822 26,857,218 27,121,041

Due after five through ten years 254,064 255,990 76,823,097 78,210,577
---------- ---------- ------------ ------------

Total $9,366,671 $9,411,813 $106,670,899 $108,323,668
========== ========== ============ ============


Investments in fixed maturities as of December 31, 1996 consisted of
the following:




Held-to-Maturity
----------------

Gross Gross
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
--------- ---------- ---------- -----

U.S. Government
Obligations $ 4,299,803 $88,268 $22,937 $ 4,365,134

Obligations of
State and Political
Subdivisions 250,119 229 - 250,348

Corporate
Securities 5,540,447 - 62,660 5,477,787
----------- ---------- -------- -----------

Totals $10,090,369 $88,497 $85,597 $10,093,269
=========== ======= ======= ===========








AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
(a wholly-owned subsidiary of
Skandia Insurance Company Ltd.)

Notes to Consolidated Financial Statements (continued)




Available for Sale
------------------



Gross Gross
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
--------- ---------- ---------- -----

U.S. Government
Obligations $14,508,780 - $ 79,745 $14,429,035

Obligations of
State and Political
Subdivisions 202,516 26 - 202,542

Other Government
Obligations 5,047,790 - 7,440 5,040,350

Corporate
Securities 68,101,413 83,312 486,928 67,697,797
----------- ------- -------- -----------

Totals $87,860,499 $83,338 $574,113 $87,369,724
=========== ======= ======== ===========



Proceeds from sales of fixed maturities during 1997, 1996 and 1995 were
$5,055,550, $8,732,390 and $0, respectively. Proceeds from maturities
during 1997, 1996 and 1995 were $5,700,000, $215,000 and $100,000,
respectively.

The cost, gross unrealized gains (losses) and fair value of investments
in mutual funds at December 31, 1997 and 1996 are shown below:




Gross Gross
Unrealized Unrealized Fair
Cost Gains Losses Value
---- ---------- ---------- -----

1997 $6,895,821 $43,506 $228,476 $6,710,851
========== ======= ======== ==========

1996 $2,638,695 $59,278 $ 60,242 $2,637,731
========== ======= ========= ==========






AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
(a wholly-owned subsidiary of
Skandia Insurance Company Ltd.)

Notes to Consolidated Financial Statements (continued)


Net realized investment gains (losses) were as follows for the years
ended December 31:




1997 1996 1995
---- ---- ----
Fixed Maturities:
Gross gains $ 9,800 $ - $ -
Gross losses - - -
Investment in Mutual Funds:
Gross gains 115,824 139,814 65,236
Gross losses (38,521) (5,351) (28,462)
---------- ----------- --------

Totals $ 87,103 $134,463 $36,774
========= ======== =======



4. NET INVESTMENT INCOME

The sources of net investment income for the years ended December 31,
1997, 1996 and 1995 were as follows:




1997 1996 1995
---- ---- ----

Fixed maturities $6,616,560 $ 836,591 $ 629,743
Cash and cash equivalents 1,153,790 684,653 986,932
Investment in mutual funds 553,864 143,737 59,895
Policy loans 28,243 5,274 4,025
---------- ---------- ----------

Total investment income 8,352,457 1,670,255 1,680,595

Investment expenses 171,384 84,436 79,921
---------- ---------- ----------

Net investment income $8,181,073 $1,585,819 $1,600,674
========== ========== ==========



5. INCOME TAXES

The significant components of income tax expense (benefit) are as
follows:




1997 1996 1995
---- ---- ----

Current tax expense $20,108,348 $12,865,120 $397,360

Deferred tax benefit (9,630,602) (16,903,477) -
----------- ---------- --------

Total income tax expense (benefit) $10,477,746 $(4,038,357) $397,360
=========== ============ ========






AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
(a wholly-owned subsidiary of
Skandia Insurance Company Ltd.)

Notes to Consolidated Financial Statements (continued)


The tax effects of significant items comprising the Company's deferred
tax balance as of December 31, 1997 and 1996, are as follows:




1997 1996
---- ----
Deferred Tax (Liabilities):
Deferred acquisition costs ($159,765,795) ($103,072,477)
Payable to reinsurer (25,369,078) (23,025,326)
Policy fees (656,311) (491,640)
Unrealized investment gains and losses (513,731) 172,109
------------- --------------

Total (186,304,915) (126,417,334)
------------ ------------

Deferred Tax Assets:
Net separate account liabilities 175,872,109 121,092,798
Reserve for future contractowner benefits 15,121,555 12,686,078
Other reserve differences 10,534,160 4,527,886
Deferred compensation 7,186,789 4,392,526
Surplus notes interest 2,728,676 548,730
Foreign exchange translation 154,020 141,996
Other 881,975 244,902
------------- -------------

Total 212,479,284 143,634,916
------------ ------------

Net deferred tax balance $ 26,174,369 $ 17,217,582
============ ============


Management believes that based on the taxable income produced in the
current year and the continued growth in annuity products, the Company
will produce sufficient taxable income in the future to realize its
deferred tax asset. As such, the Company released the deferred tax
valuation allowance of $9,324,853 in 1996.

The income tax expense was different from the amount computed by
applying the federal statutory tax rate of 35% to pre-tax income from
continuing operations as follows:




1997 1996 1995
---- ---- ----

Income (loss) before taxes $38,025,279 $22,584,667 ($2,170,660)
Income tax rate 35% 35% 35%
----------- ----------- -----------

Tax expense at federal
statutory income tax rate 13,308,848 7,904,633 (759,731)

Tax effect of:
Change in valuation allowance - (9,324,853) 1,680,339
Dividend received deduction (4,585,000) (2,266,051) (477,139)
Other 866,973 (707,685) (48,821)

State income taxes 886,925 355,599 2,712
----------- ----------- -----------

Income tax expense (benefit) $10,477,746 ($ 4,038,357) $ 397,360
=========== =========== ===========






AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
(a wholly-owned subsidiary of
Skandia Insurance Company Ltd.)

Notes to Consolidated Financial Statements (continued)


6. RECEIVABLE FROM/PAYABLE TO AFFILIATES

Certain operating costs (including personnel, rental of office space,
furniture, and equipment) have been charged to the Company at cost by
American Skandia Information Services and Technology Corporation, an
affiliated company; and likewise, the Company has charged operating
costs to American Skandia Investment Services, Incorporated, an
affiliated company. The total cost to the Company for these items was
$5,572,404, $11,581,114 and $12,687,337 for the years ended December
31, 1997, 1996 and 1995, respectively. Income received for these items
was $3,224,645, $1,148,364 and $396,573 for the years ended December
31, 1997, 1996 and 1995, respectively. Amounts receivable from
affiliates under these arrangements were $548,887 and $548,792 as of
December 31, 1997 and 1996, respectively. Amounts payable to affiliates
under these arrangements were $263,742 and $619,089 as of December 31,
1997 and 1996, respectively.

7. FUTURE FEES PAYABLE TO PARENT

On December 17, 1996, the Company sold to its Parent, effective
September 1, 1996, certain rights to receive future fees and charges
expected to be realized on the variable portion of a designated block
of deferred annuity contracts issued during the period from January 1,
1994 through June 30, 1996 (Transaction 1996-1). In addition, the
Company entered into the following similar transactions during 1997:


Closing Effective Contract Issue
Transaction Date Date Period
----------- ------- --------- --------------

1997-1 7/23/97 6/1/97 3/1/96 - 4/30/97
1997-2 12/30/97 12/1/97 5/1/95 - 12/31/96
1997-3 12/30/97 12/1/97 5/1/96 - 10/31/97


In connection with these transactions, the Parent, through a trust,
issued collateralized notes in a private placement which are secured by
the rights to receive future fees and charges purchased from the
Company.

Under the terms of the Purchase Agreements, the rights sold provide for
the Parent to receive 80% (100% for Transaction 1997-3) of future
mortality and expense charges and contingent deferred sales charges,
after reinsurance, expected to be realized over the remaining surrender
charge period of the designated contracts (6.0 to 8.0 years). The
Company did not sell the right to receive future fees and charges after
the expiration of the surrender charge period.





AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
(a wholly-owned subsidiary of
Skandia Insurance Company Ltd.)

Notes to Consolidated Financial Statements (continued)


The proceeds from the sales have been recorded as a liability and are
being amortized over the remaining surrender charge period of the
designated contracts using the interest method. The present value of
the transactions (discounted at 7.5%) as of the respective Effective
Date was as follows:
Present
Transaction Value
----------- -------

1996-1 $ 50,221,438
1997-1 58,766,633
1997-2 77,551,736
1997-3 58,193,264

Payments representing fees and charges realized during the period
January 1, 1997 through December 31, 1997 in the aggregate amount of
$22,250,158, were made by the Company to the Parent. Interest expense
of $6,842,469 has been included in the statement of operations.

Expected payments of future fees payable to Parent are as follows:

Year Ending
December 31, Amount
------------ ------

1998 $ 39,637,610
1999 41,845,736
2000 43,500,530
2001 40,738,800
2002 34,533,624
2003 22,835,020
2004 9,490,399
2005 452,099
--------------
Total $ 233,033,818
==============

The Commissioner of the State of Connecticut has approved the sale of
future fees and charges; however, in the event that the Company becomes
subject to an order of liquidation or rehabilitation, the Commissioner
has the ability to stop the payments due to the Parent under the
Purchase Agreement subject to certain terms and conditions.





AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
(a wholly-owned subsidiary of
Skandia Insurance Company Ltd.)

Notes to Consolidated Financial Statements (continued)


8. LEASES

The Company leases office space under a lease agreement established in
1989 with American Skandia Information Services and Technology
Corporation. The lease expense for 1997, 1996 and 1995 was $2,427,502,
$1,583,391 and $1,218,806, respectively. Future minimum lease payments
per year and in aggregate as of December 31, 1997 are as follows:

1998 $ 2,371,509
1999 2,595,272
2000 2,753,324
2001 2,753,324
2002 2,753,324
2003 and thereafter 21,465,933
------------

Total $34,692,686


9. RESTRICTED ASSETS

In order to comply with certain state insurance departments'
requirements, the Company maintains cash, bonds and notes on deposit
with various states. The carrying value of these deposits amounted to
$3,756,572 and $3,766,564 as of December 31, 1997, and 1996,
respectively. These deposits are required to be maintained for the
protection of contractowners within the individual states.


10. RETAINED EARNINGS AND DIVIDEND RESTRICTIONS

Statutory basis shareholder's equity was $294,585,500, $275,835,076 and
$132,493,899 at December 31, 1997, 1996 and 1995, respectively.

The statutory basis net loss was $8,970,459, $5,405,179 and $7,183,003
for the years ended December 31, 1997, 1996 and 1995, respectively.

Under state insurance laws, the maximum amount of dividends that can be
paid to shareholders without prior approval of the state insurance
departments is subject to restrictions relating to statutory surplus
and net gain from operations. At December 31, 1997, no amounts may be
distributed without prior approval.

11. EMPLOYEE BENEFITS

In 1989, the Company established a 401(k) plan for which substantially
all employees are eligible. Under this plan, the Company contributes 3%
of salary for all participating employees and matches employee
contributions at a 50% level up to an additional 3% Company
contribution. Company contributions to this plan on behalf of the
participants were $1,220,214, $850,111 and $627,161 for the years ended
December 31, 1997, 1996 and 1995, respectively.





AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
(a wholly-owned subsidiary of
Skandia Insurance Company Ltd.)

Notes to Consolidated Financial Statements (continued)


The Company and an affiliate cooperatively have a long-term incentive
plan under which units are awarded to executive officers and other
personnel. The program consists of multiple plans. A new plan is
instituted each year. Generally, participants must remain employed by
the Company or its affiliates at the time such units are payable in
order to receive any payments under the plan. The accrued liability
representing the value of these units is $15,720,067 and $9,212,369 as
of December 31, 1997 and 1996, respectively. Payments under this plan
were $1,118,803, $601,603 and $0 for the years ended December 31, 1997,
1996, and 1995, respectively.

In 1994, the Company established a deferred compensation plan which is
available to the internal field marketing staff and certain officers.
Company contributions to this plan on behalf of the participants were
$269,616 in 1997, $244,601 in 1996 and $139,209 in 1995.


12. REINSURANCE

The effect of the reinsurance agreements on the Company's operations
was to reduce annuity charges and fee income, death benefit expense and
policy reserves. The effect of reinsurance for the years ended December
31, 1997, 1996 and 1995 are as follows:




1997

Annuity Change in Annuity Return Credited
Charges and Fees Policy Reserves to Contractowners
---------------- ----------------- -----------------

Gross $144,417,045 $955,677 ($1,971,959)
Ceded 23,259,199 918,407 46,676
------------ --------- ----------
Net $121,157,846 $ 37,270 ($2,018,635)
============ ========= ==========


1996
Annuity Change in Annuity Return Credited
Charges and Fees Policy Reserves to Contractowners
---------------- ----------------- -----------------

Gross $87,369,693 $814,306 $779,070
Ceded 17,590,171 179,766 106,435
----------- -------- --------
Net $69,779,522 $634,540 $672,635
=========== ======== ========

1995
Annuity Change in Annuity Return Credited
Charges and Fees Policy Reserves to Contractowners
---------------- ----------------- -----------------

Gross $50,334,280 ($4,790,714) $10,945,831
Ceded 11,496,922 1,988,042 332,973
----------- ---------- -----------
Net $38,837,358 ($6,778,756) $10,612,858
=========== ========== ===========


Such ceded reinsurance does not relieve the Company from its
obligations to policyholders. The Company remains liable to its
policyholders for the portion reinsured to the extent that any
reinsurer does not meet the obligations assumed under the reinsurance
agreements.





AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
(a wholly-owned subsidiary of
Skandia Insurance Company Ltd.)

Notes to Consolidated Financial Statements (continued)


13. SURPLUS NOTES

The Company has issued surplus notes to its Parent in exchange for cash.
Surplus notes outstanding as of December 31, 1997, 1996 and 1995 were
as follows:



Interest for the
Years Ended December 31,
------------------------

Interest
Issue Date Amount Rate 1997 1996 1995
---------- ------ ---- ---- ---- ----

December 29, 1993 $ 20,000,000 6.84% $ 1,387,000 $ 1,390,800 $1,387,000
February 18, 1994 10,000,000 7.28% 738,111 740,133 738,111
March 28, 1994 10,000,000 7.90% 800,972 803,167 800,972
September 30, 1994 15,000,000 9.13% 1,388,521 1,392,325 1,388,521
December 28, 1994 14,000,000 9.78% 1,388,217 1,392,020 1,392,008
December 19, 1995 10,000,000 7.52% 762,444 764,533 27,156
December 20, 1995 15,000,000 7.49% 1,139,104 1,142,225 37,450
December 22, 1995 9,000,000 7.47% 681,638 683,505 18,675
June 28, 1996 40,000,000 8.41% 3,410,722 1,747,411 -
December 30, 1996 70,000,000 8.03% 5,699,069 31,228 -
------------ ----------- ------------ ----------

Total $213,000,000 $17,395,798 $10,087,347 $5,789,893
============ =========== =========== ==========



All surplus notes mature 7 years from the issue date.

Payment of interest and repayment of principal for these notes is
subject to certain conditions and require approval by the Insurance
Commissioner of the State of Connecticut. At December 31, 1997 and
1996, $7,796,218 and $1,567,800, respectively, of accrued interest on
surplus notes was not approved for payment under these criteria.


14. SHORT-TERM BORROWING

The Company has a $10,000,000 loan from the parent which matures on
March 10, 1998 and bears interest at 6.39%. The total interest expense
to the Company was $641,532, $642,886 and $709,521 and for the years
ended December 31, 1997, 1996 and 1995, respectively, of which $200,575
and $206,361 was payable as of December 31, 1997 and 1996,
respectively.


15. CONTRACT WITHDRAWAL PROVISIONS

Approximately 98% of the Company's separate account liabilities are
subject to discretionary withdrawal with market value adjustment by
contractholders. Separate account assets which are carried at market
value are adequate to pay such withdrawals which are generally subject
to surrender charges ranging from 8.5% to 1% for contracts held less
than 8 years.





AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
(a wholly-owned subsidiary of
Skandia Insurance Company Ltd.)

Notes to Consolidated Financial Statements (continued)


16. QUARTERLY FINANCIAL DATA (UNAUDITED)

The following table summarizes information with respect to the
operations of the Company on a quarterly basis:



Three Months Ended
------------------

1997 March 31 June 30 September 30 December 31
---- -------- ------- ------------ -----------

Premiums and other insurance
revenues $30,185,820 $34,055,549 $41,102,381 $44,402,368
Net investment income 1,368,683 2,626,776 2,031,187 2,154,427
Net realized capital gains 20,604 43,460 20,553 2,486
----------- ----------- ----------- -----------
Total revenues $31,575,107 $36,725,785 $43,154,121 $46,559,281
=========== =========== =========== ===========

Benefits and expenses $18,319,281 $30,465,338 $31,179,403 $40,024,993
=========== =========== =========== ===========

Net income $ 8,995,975 $ 3,646,787 $ 8,621,412 $ 6,283,359
============ ============ ============ ============

Three Months Ended
------------------
1996 March 31 June 30 September 30 December 31
---- -------- ------- ------------ -----------

Premiums and other insurance
revenues $16,605,765 $20,452,733 $22,366,166 $26,933,702
Net investment income 455,022 282,926 270,092 577,779
Net realized capital gains 92,072 13,106 5,606 23,679
----------- ----------- ----------- -----------
Total revenues $17,152,859 $20,748,765 $22,641,864 $27,535,160
=========== =========== =========== ===========

Benefits and expenses $12,725,411 $ 9,429,735 $17,007,137 $25,191,857
=========== ============ =========== ===========

Net income $ 2,658,941 $ 7,695,490 $ 2,538,513 $14,470,976
============ ============ ============ ===========

Three Months Ended
------------------
1995 March 31 June 30 September 30 December 31
---- -------- ------- ------------ -----------

Premiums and other insurance
revenues $ 8,891,903 $10,066,478 $11,960,530 $14,189,048
Net investment income 551,690 434,273 293,335 321,376
Net realized capital gains (losses) (16,082) (370) 44,644 8,582
------------ ----------- ----------- -----------
Total revenues $ 9,427,511 $10,500,381 $12,298,509 $14,519,006
============ =========== =========== ===========

Benefits and expenses $11,438,798 $ 9,968,595 $11,600,587 $15,908,087
=========== ============ =========== ===========

Net income (loss) ($ 2,026,688) $ 531,486 $ 678,312 ($ 1,751,130)
============= ============= ============= ============


As described in Note 5, the valuation allowance relating to deferred
income taxes was released during the three months ended December 31,
1996.





PART III

Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure

None


Item 10. Directors and Executive Officers of the Registrant

Information contained in the "Executive Officers and Directors"
section of the prospectus of the Company's registration statement
on Form S-1, (Reg. #333-00941) is incorporated herein by
reference.


Item 11. Executive Compensation

Summary Compensation Table: The summary table below summarizes
the compensation payable to the Chief Executive Officer and to
the most highly compensated of our executive officers whose
compensation exceeded $100,000 in 1997.




Name and Annual LTIP
Principal Position Year Salary Payouts
------------------ ---- ------ -------

Jan R. Carendi 1997 $609,168 $171,803
Chief Executive Officer 1996 505,694 114,993
1995 200,315

Gordon C. Boronow 1997 $260,938 $174,808
President & Deputy Chief 1996 179,426 54,000
Executive Officer 1995 157,620

Lincoln R. Collins 1997 $254,389 $ 57,756
Executive Vice President & 1996 208,346 19,099
Chief Operating Officer 1995 156,550

Thomas M. Mazzaferro 1997 $216,707 $ 78,134
Executive Vice President & 1996 139,830 45,000
Chief Financial Officer 1995 122,503

Nathan David Kuperstock 1997 $215,219 $ 61,989
Vice President 1996 145,283 27,148
Product Management 1995 133,120


Long Term Incentive Plans (LTIP) - Awards in the last fiscal
year: The following table provides information regarding our
long-term incentive plan. Units are awarded to executive officers
and other personnel. The table shows units awarded to our Chief
Executive Officer and the most highly compensated of our
executive officers whose compensation exceeded $100,000 in the
fiscal year immediately preceding the date of this submission.
This program is designed to induce participants to remain with
the Company over long periods of time and to tie a portion of
their compensation to the fortunes of the Company.






Currently, the program consists of multiple plans. A new plan may
be instituted each year. Participants are awarded units at the
beginning of a plan. Generally, participants must remain employed
by the Company or its affiliates at the time such units are
payable in order to receive any payments under the plan. There
are certain exceptions, such as in cases of retirement or death.

Changes in the value of units reflect changes in the "embedded
value" of the Company. "Embedded value" is the net asset value of
the Company (valued at market value and not including the present
value of future profits), plus the present value of the
anticipated future profits (valued pursuant to state insurance
law) on its existing contracts. Units will not have any value for
participants if the embedded value does not increase by certain
target percentages during the first four years of a plan. The
target percentages may differ between each plan. Any amounts
available under a plan are paid out in the fifth through eighth
years of a plan. Payments will be postponed if the payment would
exceed 20% of any profit (as determined under state insurance
law) earned by the Company and an affiliate in the prior fiscal
year before tax or 30% of the individual's current year salary.
The amount to be received by a participant at the time any
payment is due will be the then current number of units payable
multiplied by the then current value of such units.





Number Period until Estimated Future Payouts
Name of Units Payout Threshold Target Maximum
---- -------- ------ --------- ------ -------

Jan R. Carendi 167,500 Various $ 1,946,360

Gordon C. Boronow 167,500 Various $ 1,915,195

Lincoln R. Collins 61,750 Various $ 690,523

Thomas M. Mazzaferro 115,000 Various $ 1,187,628

Nathan David Kuperstock 45,000 Various $ 562,471







The following directors' compensation is shown below in 1997:

Jan R. Carendi 0

Gordon C. Boronow 0

Nancy F. Brunetti 0

Malcolm M. Campbell 0

Lincoln R. Collins 0

C. Henrik G. Danckwardt 0

Wade A. Dokken 0

Thomas M. Mazzaferro 0

Gunnar J. Moberg 0

Anders O. Soderstrom 0

Amanda C. Sutyak 0

C. Ake Svensson 0

Bayard F. Tracy 0


Item 12. Security Ownership of Certain Beneficial Owners and Management

None


Item 13. Certain Relationships and Related Transactions

None





PART IV

Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K

(a) Financial Information

(1) Financial Statements See Index to Financial
Statements of Page 6

(2) Financial Statement Schedules None

(b) Exhibits

(2) Plans of acquisition, reorganization, None
Arrangement, liquidation or succession

(3) Articles of Incorporation and By-Laws
Incorporated by reference to
the Company's Form N-4
(Reg. #33-19363)

(4) Instruments defining the right of
security holders including indentures
Incorporated by reference to
the Company's Reg. 333-08853,
33-59993, 33-86866, 33-87010,
33-62793, 33-62933, 333-26685,
33-88362

(9) Voting Trust Agreement None

(10) Material Contracts Incorporated by reference to
the Company's Forms S-1
(Reg. #33-26122 and #33-86918)

(11) Statement of Computation of per share
earnings Not required to be filed

(12) Statements of Computation of Ratios
Not required to be filed

(13) Annual Report to security holders None

(18) Letter re change in accounting principles None

(19) Previously unfiled documents None

(21) Subsidiaries of the registrant
Incorporated by reference to
Part II of Reg 333-26695

(22) Published report regarding matters
submitted to vote of security holders None

(23) Consents of experts and counsel
Not required to be filed

(24) Powers of Attorney Incorporated by reference to
the Company's Forms S-2
(Reg. 333-25733)

(99) Additional exhibits None







SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) 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 on March 17, 1998.

AMERICAN SKANDIA LIFE ASSURANCE CORPORATION


By: /s/Thomas M. Mazzaferro
Thomas M. Mazzaferro
Executive Vice President and
Chief Financial Officer



Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities indicated on March 17, 1998.



*Jan R. Carendi
Jan R. Carendi
Chief Executive Officer,
Chairman of the Board and Director



Board of Directors

*Gordon C. Boronow *Nancy F. Brunetti *Jan R. Carendi

*Malcolm M. Campbell *Lincoln R. Collins *C. Henrik G. Danckwardt

*Wade A. Dokken *Thomas M. Mazzaferro *Gunnar J. Moberg

*Anders O. Soderstrom *Amanda C. Sutyak *C. Ake Svensson

*Bayard F. Tracy




By: /s/M. Priscilla Pannell
-----------------------
M. Priscilla Pannell
Corporate Secretary


*Pursuant to Powers of Attorney filed with the Registration Statement.