8-K

                                                        Washington, D.C. 20549

                                                               FORM 8-K

                                                            CURRENT REPORT

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

                                     Date of Report (Date of earliest event reported): May 1, 2003

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

                                                              Connecticut
                                            (State or Other Jurisdiction of Incorporation)

                            33-44202                                       06-1241288
                  (Commission File Number)           (IRS Employee 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

                                                                 Not Applicable
                                          Former name or former address, if changed since last report



Item 1.   CHANGES IN CONTROL OF REGISTRANT.

On December 20, 2002, Prudential Financial, Inc. (the "Company") announced that it had entered into a definitive Stock Purchase
Agreement, dated as of December 19, 2002 (the "Stock Purchase Agreement"), with Skandia Insurance Company Ltd., an insurance company
organized under the laws of the Kingdom of Sweden ("Skandia"), pursuant to which the Company will acquire (directly or through
subsidiaries) Skandia U.S. Inc., a Delaware corporation ("Skandia U.S."), from Skandia.  On May 1, 2003, the first step of the sale
was completed.

Under the terms of the Stock Purchase Agreement, the Company initially acquired shares representing approximately 90% of Skandia U.S.
common stock.  The remaining approximately 10% of Skandia U.S. common stock are subject to a put/call arrangement under which the
Company has the right to acquire the remaining shares (at an agreed price) beginning 30 days following the end of the calendar
quarter in which the closing occurs and Skandia has the right to require the Company to purchase such shares at a higher price
beginning 30 days later.

The total consideration payable in the transaction, following purchase price adjustments, is a cash purchase price of $1.161 billion
(reflecting the original purchase price of $1.15 billion plus the receipt by Skandia of proceeds of sales of operations not purchased
by the Company, minus an amount reflecting Skandia's repayment of certain indebtedness) and assumption of a $35 million liability,
which was originally estimated to be $115 million.

Skandia U.S. is the sole shareholder of American Skandia, Inc. ("ASI"), who is the parent company of American Skandia Life Assurance
Corporation.

Item 9.  REGULATION FD DISCLOSURE.

The Company is furnishing a copy of the press release related to the transaction described in Item 1, dated May 1, 2003, as Exhibit
99.1 hereto.




                                                              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 hereunto duly authorized.

                                                              AMERICAN SKANDIA LIFE
                                                              ASSURANCE CORPORATION
                                                                               (Registrant)

                                                                /s/ Timothy P. Harris
Date:    May 1, 2003                        By:
                                                              Timothy P. Harris, Corporate Secretary

EX-99

[GRAPHIC OMITTED][GRAPHIC OMITTED]



         For Immediate Release                                                            Contact:  Bob
         DeFillippo
         May 1, 2003                                                                          973
         802-4149


                                    Prudential Financial Finalizes Acquisition
                                                of American Skandia

                Acquisition Significantly Grows Prudential's Third-party Distribution Capabilities

                  Newark, NJ - Prudential Financial, Inc. (NYSE:PRU) announced today that it has completed
          the closing process with Swedish-based Skandia Insurance Company Ltd., to acquire its U.S. division
         American Skandia, Inc. for a total consideration of $1.196 billion, which includes a cash purchase price
         of $1.161 billion and assumption of a $35 million liability. American Skandia is the largest distributor
         of variable annuities through independent financial planners in the United States.  American Skandia
         also offers a research-driven subadvised family of mutual funds, and the offering of these funds with
         Prudential's Strategic Partners funds will create one of the industry's largest subadvised fund
         businesses. The acquisition significantly grows Prudential's third-party distribution capabilities in
         the U.S. for both products.
                   "We believe the acquisition of American Skandia gives us a winning combination in the
         marketplace," said David Odenath, president of Prudential Annuities.  "We have the brand strength,
         distribution power and ability to be innovators in the product development arena."
                  The acquisition propels Prudential into a top 10 spot in the annuity marketplace.  Prudential's
         position in the variable annuity marketplace increases from 22nd to 8th as measured by sales (LIMRA
         12/31/02) and from 14th to 5th as measured by assets under management (VARDS 12/31/02).
                  "Our priorities in 2003 are to integrate the businesses - products, processes, people - while
         ensuring all clients receive the attention and service they deserve," said Odenath.  "Brand identity is
         also very important, and for the American Skandia annuity products distributed through their current
         channels, we initially plan to use the name American Skandia, A Prudential Financial Company.  Over
         time, the name will migrate to the Prudential Financial name," said Odenath.  In the Prudential
         proprietary sales channels, there will be no brand identity change for the Prudential annuity products.
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                  The American Skandia mutual fund and wrap fee businesses will be integrated into Prudential
         Investments' current mutual fund and managed account groups, located in Newark, N.J. and headed by Judy
         Rice, president, Prudential Investments.
                  The integration of American Skandia is expected to be completed in the next 18 to 24 months.
         Prudential plans to maintain the principal office of American Skandia in Shelton, Connecticut where the
         annuities sales, marketing and product development teams, as well as other support functions, will
         mainly reside.
                   Prudential Financial companies, with approximately $556 billion in total assets under
         management and administration as of December 31, 2002, serve individual and institutional customers
         worldwide and include The Prudential Insurance Company of America, one of the largest life insurance
         companies in the U.S.  These companies offer a variety of products and services, including life
         insurance, property and casualty insurance, mutual funds, annuities, pension and retirement related
         services and administration, asset management, securities brokerage, banking and trust services, real
         estate brokerage franchises and relocation services.  For more information, visit www.prudential.com.


       Editors note:
       This press release includes statements concerning potential future events involving Prudential Financial
       that could differ materially from the events that actually occur. The differences could be caused by a
       number of factors including those factors identified in Prudential Financial's Annual Report on Form 10-K
       for the year ended December 31, 2002, on file with the Securities and Exchange Commission. Prudential
       Financial will not update any forward-looking statements made in this press release to reflect future
       events or developments.