POS AM 1 asap_posam-1003.htm ASAP S-2 asap POS AM
                                  Filed with the Securities and Exchange Commission on October 7, 2003

                                                      Registration No. 333-00995
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                                                  SECURITIES AND EXCHANGE COMMISSION
                                                        WASHINGTON, D.C. 20549

                                                    Post-Effective Amendment No. 8
                                                              On Form S-2

                                       Registration Statement Under The Securities Act of 1933*

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

                                                         CONNECTICUT
                               (State or other jurisdiction of incorporation or organization)

                                                             63
                                  (Primary Standard Industrial Classification Code Number)

                                                         06-1241288
                                            (I.R.S. Employer Identification No.)

                               ONE CORPORATE DRIVE, SHELTON, CONNECTICUT 06484 (203) 926-1888
    (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

                                           TIMOTHY P. HARRIS, CORPORATE SECRETARY
                               ONE CORPORATE DRIVE, SHELTON, CONNECTICUT 06484 (203) 926-1888
            (Name, address, including zip code, and telephone number, including area code, of agent for service)

                                                          Copy To:
                                                         LAURA K. KEALEY, ESQ.
                                                                COUNSEL
                                    One Corporate Drive, Shelton, Connecticut 06484 (203) 944-5477

                                   Approximate date of commencement of proposed sale to the public:
                   October 8, 2003 or as soon as practical after the effective date of this Registration Statement

If any of the securities  being  registered on this form are to be offered on a delayed or continuous  basis pursuant to Rule 415 under
the Securities Act of 1933 check the following:  X .

If the registrant elects to deliver its latest annual report to security holders, or a complete and legible facsimile thereof,
pursuant to Item 11(a)(1) of the Form, check the following:  ___.

                                                    Calculation of Registration Fee
=======================================================================================================================================
            Title of each                                 Proposed              Proposed
              class of                                     maximum               maximum
             securities              Amount               offering              aggregate             Amount of
                to be                 to be                 price               offering            registration
             registered            registered             per unit               price**                 fee
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          Annuity Contracts                                                         $                     $
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*Pursuant to Rule 429 under the Securities Act of 1934, the prospectus contained in this Registration Statement also relates to
annuity contracts which are covered by earlier registration statements, including Registration File Numbers 33-44202, 33-72968,
33-89564, 33-47754 and 33-89678.
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**The proposed  aggregate  offering price is estimated  solely for  determining the  registration  fee. The amount to be registered and
the proposed  maximum  offering price per unit are not applicable  since these  securities are not issued in  predetermined  amounts or
units.
Asap




                                                                NOTE


Registrant is filing this Post-Effective Amendment to Registration Statement No. 333-00995 for the purpose of including in the
Registration Statement a Prospectus Supplement which adds a new optional benefit to the variable annuity contract described in the
registration statement and amends certain other disclosure in the registration statement.  Additionally, the Prospectus Supplement
contains language regarding this new benefit that affects the companion Registration Statement No. 33-44436 on Form N-4.  Other
than as set forth herein, the Post-Effective Amendment does not amend or delete any other part of this Registration Statement.

ASAP (S-2)









                                              Supplement to Prospectus Dated May 1, 2003
                                                   Supplement dated October 13, 2003


This Supplement  should be retained with the current  Prospectus for your annuity  contract  issued by American  Skandia Life Assurance
Corporation ("American Skandia").  If you do not have a current Prospectus, please contact American Skandia at 1-800-766-4530.


WHO IS AMERICAN SKANDIA?
The following paragraph is added to this section of the prospectus:

Effective May 1, 2003,  Skandia U.S. Inc.,  the sole  shareholder  of ASI,  which is the parent of American  Skandia,  was purchased by
Prudential  Financial,  Inc.  Prudential  Financial  is a New  Jersey  insurance  holding  company  whose  subsidiary  companies  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.


=======================================================================================================================================
The Guaranteed Return Option PlusSM program,  as further described below, is not applicable to  purchasers/owners  who are residents of
the State of New York or to purchasers/owners of the PSA Prior Contract as described in the Prospectus.
=======================================================================================================================================


GUARANTEED RETURN OPTION PlusSM (GRO PlusSM)

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The  Guaranteed  Return  Option Plus  described  below is being  offered as of October 13,  2003 in those  jurisdictions  where we have
received  regulatory  approval,  and will be offered  subsequently in other  jurisdictions when we receive regulatory approval in those
jurisdictions.  Certain  terms and  conditions  may differ  between  jurisdictions  once  approved.  The  program can be elected by new
purchasers on the Issue Date of their Annuity,  and can be elected by existing  Annuity  Owners on either the  anniversary of the Issue
Date of their Annuity or on a date other than that  anniversary,  as described  below under  "Election of the Program".  The Guaranteed
Return Option Plus is not available if you elect the Guaranteed  Return Option  program,  the  Guaranteed  Minimum  Withdrawal  Benefit
rider or the Guaranteed Minimum Income Benefit rider.
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We offer a program  that,  after a seven-year  period  following  commencement  of the program (we refer to the end of that  seven-year
period as the "maturity  date") and on each  anniversary  of the maturity date  thereafter,  guarantees  your Account Value will not be
less than your Account Value on the effective date of your program (called the "Protected  Principal  Value").  The program also offers
you the  opportunity  to elect a second,  enhanced  guaranteed  amount at a later  date if your  Account  Value  has  increased,  while
preserving  the  guaranteed  amount  established  on the effective  date of your program.  The enhanced  guaranteed  amount (called the
"Enhanced  Protected Principal Value") guarantees that, after a separate seven-year period following election of the enhanced guarantee
and on each  anniversary  thereafter,  your  Account  Value  will not be less than your  Account  Value on the  effective  date of your
election of the enhanced guarantee.

The program monitors your Account Value daily and, if necessary,  systematically  transfers amounts between variable investment options
you choose and Fixed  Allocations  used to support the Protected  Principal  Value(s).  The program may be  appropriate  if you wish to
protect a principal  amount  against  market  downturns  as of a specific  date in the future,  but also wish to invest in the variable
investment  options to participate in market  increases.  There is an additional  charge if you elect the Guaranteed Return Option Plus
program.

The guarantees  provided by the program exist only on the applicable  maturity  date(s) and on each anniversary of the maturity date(s)
thereafter.  However,  due to the  ongoing  monitoring  of your  Account  Value and the  transfer  of Account  Value  between  variable
investment  options and Fixed  Allocations to support our future  guarantees,  the program may provide some protection from significant
market losses if you choose to surrender the Annuity or begin receiving annuity payments prior to a maturity date.

KEY FEATURE - Protected Principal Value/Enhanced Protected Principal Value
The Guaranteed Return Option Plus offers a base guarantee as well as the option of electing an enhanced guarantee at a later date.
|X|      Base Guarantee:  Under the base guarantee,  American  Skandia  guarantees that on the maturity date and on each anniversary of
     the maturity date thereafter, your Account Value will be no less than the Protected Principal Value.
     On the maturity date and on each  anniversary  after the maturity  date,  if your Account  Value is below the Protected  Principal
     Value,  American Skandia will apply additional  amounts to your Annuity from its general account to increase your Account Value to
     be equal to the Protected Principal Value.

|X|      Enhanced  Guarantee:  On any  anniversary  following  commencement  of the program,  you can establish an enhanced  guaranteed
     amount based on your current  Account Value.  Under the enhanced  guarantee,  American  Skandia  guarantees that at the end of the
     seven year period  following  the  election of the enhanced  guarantee  (also  referred to as its  "maturity  date"),  and on each
     anniversary of the maturity date thereafter,  your Account Value will be no less than the Enhanced Protected  Principal Value. You
     can elect an enhanced  guarantee  more than once;  however,  a subsequent  election  supersedes  the prior election of an enhanced
     guarantee.  Election of an enhanced  guarantee does not impact the base  guarantee.  In addition,  you may elect an "auto step-up"
     feature that will automatically  increase your base guarantee (or enhanced  guarantee,  if previously elected) on each anniversary
     of the program (and create a new,  seven year  maturity  period for the new enhanced  guarantee)  if the Account  Value as of that
     anniversary exceeds the existing base guarantee (or enhanced  guarantee,  if previously elected) by 7% or more. You may also elect
     to terminate an enhanced guarantee.  If you elect to terminate the enhanced guarantee, the base guarantee will remain in effect.
     If you have  elected the enhanced  guarantee,  on the  guarantee's  maturity  date and on each  anniversary  of the maturity  date
     thereafter,  if your Account Value is below the Enhanced Protected Principal Value, American Skandia will apply additional amounts
     to your Annuity from its general account to increase your Account Value to be equal to the Enhanced Protected Principal Value.

Any amounts added to your Annuity will be applied,  if necessary,  to any Fixed Allocations needed to support the applicable  guarantee
amount as of the maturity  date or any  anniversary  of the maturity  date.  Any remaining  amounts will be allocated  pro-rata to your
Account  Value  based on your  current  Sub-account  allocations.  We will notify you of any amounts  added to your  Annuity  under the
program.  The Protected  Principal Value is referred to as the "Base Guarantee" and the Enhanced Protected  Principal Value is referred
to as the "Step-up Guarantee" in the rider we issue for this benefit.

Withdrawals under your Annuity
Withdrawals  from your  Annuity,  while the  program is in effect,  will  reduce the base  guarantee  under the  program as well as any
enhanced  guarantee.  Cumulative annual  withdrawals up to 5% of the Protected  Principal Value as of the effective date of the program
(adjusted  for any  subsequent  Purchase  Payments  and any Credits  applied to such  Purchase  Payments)  will  reduce the  applicable
guaranteed amount by the actual amount of the withdrawal  (referred to as the  "dollar-for-dollar  limit").  If the amount withdrawn is
greater  than the  dollar-for-dollar  limit,  the portion of the  withdrawal  equal to the  dollar-for-dollar  limit will be treated as
described  above,  and the portion of the  withdrawal in excess of the  dollar-for-dollar  limit will reduce the base guarantee and the
enhanced  guarantee  proportionally,  according  to the formula as  described  in the rider for this  benefit (see the examples of this
calculation  below).  Withdrawals will be taken pro-rata from the variable  investment options and any Fixed  Allocations.  Withdrawals
will be subject to all other  provisions of the Annuity,  including any  Contingent  Deferred  Sales Charge or Market Value  Adjustment
that would apply.

Charges for other  optional  benefits under the Annuity that are deducted as an annual charge in arrears will not reduce the applicable
guaranteed  amount under the  Guaranteed  Return Option Plus program,  however,  any partial  withdrawals in payment of charges for the
Plus40(TM)Optional Life Insurance Rider will be treated as withdrawals and will reduce the applicable guaranteed amount.

The following examples of dollar-for-dollar  and proportional  reductions assume that: 1.) the Issue Date and the effective date of the
GRO PlusSM program are October 13, 2003; 2.) an initial  Purchase  Payment of $250,000;  3.) a base guarantee  amount of $250,000;  and
4.) a dollar-for-dollar limit of $12,500 (5% of $250,000):

Example 1. Dollar-for-dollar reduction

A $10,000  withdrawal is taken on November 29, 2003 (in the first Annuity Year).  No prior  withdrawals  have been taken. As the amount
withdrawn is less than the Dollar-for-dollar Limit:
o        The base guarantee amount is reduced by the amount withdrawn (i.e., by $10,000, from $250,000 to $240,000).
o        The remaining  dollar-for-dollar  limit  ("Remaining  Limit") for the balance of the first Annuity Year is also reduced by the
         amount withdrawn (from $12,500 to $2,500).



Example 2. Dollar-for-dollar and proportional reductions

A second  $10,000  withdrawal  is taken on December 18, 2003 (still  within the first  Annuity  Year).  The Account  Value  immediately
before the withdrawal is $180,000.  As the amount withdrawn exceeds the Remaining Limit of $2,500 from Example 1:
o        the base guarantee amount is first reduced by the Remaining Limit (from $240,000 to $237,500);
o        The result is then further reduced by the ratio of A to B, where:
o        A is the amount withdrawn less the Remaining Limit ($10,000 - $2,500, or $7,500).
o        B is the Account Value less the Remaining Limit ($180,000 - $2,500, or $177,500).
     The resulting base guarantee amount is: $237,500 x ( 1 - $7,500 / $177,500), or $227,464.79.
o        The Remaining Limit is set to zero (0) for the balance of the first Annuity Year.

Example 3. Reset of the Dollar-for-dollar Limit

A $10,000  withdrawal is made on December 19, 2004 (second Annuity Year).  The Remaining Limit has been reset to the  dollar-for-dollar
limit of $12,500. As the amount withdrawn is less than the dollar-for-dollar limit:
o        The base guarantee amount is reduced by the amount withdrawn (i.e., reduced by $10,000, from $227,464.79 to $217,464.79).
o        The  Remaining  Limit for the balance of the second  Annuity Year is also  reduced by the amount  withdrawn  (from  $12,500 to
         $2,500).

KEY FEATURE - Allocation of Account Value
In general,  you have discretion over the allocation of your Account Value that remains allocated in the variable  investment  options.
However,  we reserve the right to prohibit  investment in certain  Portfolios if you participate in the program.  Account Value is only
                                                                                                                                   ----
transferred  to and  maintained  in Fixed  Allocations  to the extent we, in our sole  discretion,  deem it is necessary to support our
guarantee(s)  under the program.  This  permits your Annuity to  participate  in the upside  potential of the  Sub-accounts  while only
transferring  amounts to Fixed Allocations to protect against  significant  market downturns.  We monitor  fluctuations in your Account
Value  each  business  day,  as well as the  prevailing  interest  rates on Fixed  Allocations,  the  remaining  duration(s)  until the
applicable  maturity  date(s) and the amount of Account Value allocated to Fixed  Allocation(s)  relative to a "reallocation  trigger",
which  determines  whether  Account  Value must be  transferred  to or from Fixed  Allocation(s).  While you are not notified when your
Account Value reaches a reallocation  trigger,  you will receive a confirmation  statement indicating the transfer of a portion of your
Account Value either to or from Fixed Allocation(s).

|X|      If your Account Value is greater than or equal to the  reallocation  trigger,  your Account  Value in the variable  investment
     options will remain allocated according to your most recent  instructions.  If a portion of Account Value was previously allocated
     to a Fixed Allocation to support the applicable  guaranteed  amount, all or a portion of those amounts may be transferred from the
     Fixed Allocation and re-allocated to the variable  investment  options pro-rata according to your current  allocations  (including
     the model  allocations  under any asset  allocation  program you may have elected).  A Market Value  Adjustment will apply when we
     reallocate Account Value from a Fixed Allocation to the variable  investment  options,  which may result in a decrease or increase
     in your Account Value.

|X|      If your  Account  Value is less than the  reallocation  trigger,  a portion of your Account  Value in the variable  investment
     options  will be  transferred  to a new Fixed  Allocation(s)  to support  the  applicable  guaranteed  amount.  These  amounts are
     transferred on a pro-rata basis from the variable  investment  options.  The new Fixed  Allocation(s) will have a Guarantee Period
     equal to the time remaining until the applicable  maturity  date(s).  The Account Value  allocated to the new Fixed  Allocation(s)
     will be credited with the fixed  interest  rate(s) then being  credited to a new Fixed  Allocation(s)  maturing on the  applicable
     maturity  date(s) (rounded to the next highest yearly  duration).  The Account Value will remain invested in each applicable Fixed
     Allocation  until the  applicable  maturity date unless,  at an earlier  date,  your Account Value is greater than or equal to the
     reallocation  trigger and,  therefore,  amounts can be  transferred  to the variable  investment  options  while  maintaining  the
     guaranteed protection under the program (as described above).



=======================================================================================================================================
If a significant  amount of your Account Value is systematically  transferred to Fixed  Allocations to support the Protected  Principal
Value and/or the Enhanced  Protected  Principal Value during prolonged  market declines,  less of your Account Value may be immediately
available to participate in the upside potential of the variable  investment  options if there is a subsequent market recovery.  During
the period prior to the maturity date of the base guarantee or any enhanced  guarantee,  or any anniversary of such maturity date(s), a
significant  portion of your Account Value may be allocated to Fixed  Allocations to support any applicable  guaranteed  amount(s).  If
your Account  Value is less than the  reallocation  trigger and new Fixed  Allocations  must be  established  during  periods where the
interest  rate(s) being  credited to such Fixed  Allocations  is extremely  low, a larger  portion of your Account Value may need to be
transferred to Fixed Allocations to support the applicable guaranteed amount(s).
=======================================================================================================================================

Separate Fixed Allocations may be established in support of the Protected  Principal Value and the Enhanced  Protected  Principal Value
(if elected).  There may also be circumstances  when a Fixed Allocation will be established only in support of the Protected  Principal
Value or the  Enhanced  Protected  Principal  Value.  If you elect an  enhanced  guarantee,  it is more  likely  that a portion of your
Account  Value may be allocated to Fixed  Allocations  and will remain  allocated  for a longer  period of time to support the Enhanced
Protected  Principal Value,  even during a period of positive market  performance  and/or under  circumstances  where Fixed Allocations
would not be necessary to support the Protected  Principal  Value.  Further,  there may be  circumstances  where Fixed  Allocations  in
support of the Protected  Principal Value are transferred to the variable  investment  options while Fixed Allocations in support of an
Enhanced  Protected  Principal  Value are not transferred  because they must remain invested in the Fixed  Allocation in support of the
higher enhanced guarantee.

American  Skandia uses an  allocation  mechanism  based on  assumptions  of expected and maximum  market  volatility  to determine  the
reallocation  trigger.  The  allocation  mechanism is used to determine the allocation of Account Value between Fixed  Allocations  and
the Sub-accounts you choose.  American  Skandia reserves the right to change the allocation  mechanism and the reallocation  trigger at
its discretion,  subject to regulatory  approval where required.  Changes to the allocation  mechanism and/or the reallocation  trigger
may be applied to existing programs where allowed by law.

Election of the Program
The  Guaranteed  Return  Option  Plus  program  can be elected at the time that you  purchase  your  Annuity,  or on any  business  day
thereafter (prior to  annuitization).  If you elect the program after the Issue Date of your Annuity,  the program will be effective as
of the business day that we receive the required  documentation  in good order at our home office,  and the  guaranteed  amount will be
based on your Account Value as of that date.  If you  previously  elected the  Guaranteed  Return Option  program and wish to elect the
Guaranteed  Return Option Plus program,  your prior  Guaranteed  Return Option  program will be terminated  (including  the  guaranteed
amount(s))  and the  Guaranteed  Return  Option Plus program will be added to your Annuity  based on the current  Account  Value.  This
election of GRO PlusSM may result in a market value adjustment, which could increase or decrease your Account Value.

Termination of the Program
The Annuity  Owner can elect to terminate  the enhanced  guarantee  but maintain the  protection  provided by the base  guarantee.  The
Annuity Owner also can terminate  the  Guaranteed  Return Option Plus program  entirely.  An Annuity Owner who  terminates  the program
entirely can  subsequently  elect to  participate  in the program  again (based on the Account  Value on that date) by  furnishing  the
documentation we require.  In a rising market,  an Annuity Owner could, for example,  terminate the program on a given business day and
two weeks later  reinstate the program with a higher base guarantee (and a new maturity date).  However,  your ability to reinstate the
program is limited by the  following:  (A) in any Annuity  Year,  we do not permit more than two  program  elections  and (B) a program
reinstatement cannot be effected on the same business day on which a program termination was effected.

The program will terminate  automatically  upon: (a) the death of the Owner or the Annuitant (in an entity owned  contract);  (b) as of
the date Account  Value is applied to begin  annuity  payments;  or (c) upon full  surrender of the Annuity.  If you elect to terminate
the program prior to the  applicable  maturity  date,  the  Guaranteed  Return  Option Plus will no longer  provide a guarantee of your
Account  Value.  The surviving  spouse may elect the benefit at any time after the death of the Annuity Owner.  The surviving  spouse's
election  will be effective on the business day that we receive the required  documentation  in good order at our home office,  and the
Account Value on that business day will be the Protected Principal Value.

The charge for the  Guaranteed  Return Option Plus program will no longer be deducted from your Account Value upon  termination  of the
program.

Special Considerations under the Guaranteed Return Option Plus
This program is subject to certain rules and restrictions, including, but not limited to the following:
|X|      Upon  inception of the program,  100% of your Account  Value must be allocated to the variable  investment  options.  No Fixed
     Allocations may be in effect as of the date that you elect to participate in the program.  However,  the reallocation  trigger may
     transfer Account Value to Fixed Allocations as of the effective date of the program under some circumstances.
|X|      Annuity  Owners  cannot  allocate any portion of Purchase  Payments or transfer  Account  Value to or from a Fixed  Allocation
     while participating in the program,  and cannot participate in any dollar cost averaging program that transfers Account Value from
     a Fixed Allocation to the variable investment options.
|X|      Additional  Purchase Payments  (including any credits associated with such Purchase Payments) applied to the Annuity while the
     program is in effect will increase the applicable  guarantee amount by the actual amount of the Purchase Payment;  however, all or
     a portion of any additional  Purchase Payments  (including any credits associated with such Purchase Payments) may be allocated by
     us to Fixed Allocations to support the additional amount guaranteed.
|X|      Transfers  from Fixed  Allocations  will be subject to the Market Value  Adjustment  formula under the Annuity;  however,  the
     0.10%  "cushion"  feature of the formula will not apply. A Market Value  Adjustment may be either  positive or negative.  Transfer
     amounts will be taken from the most recently applied Fixed Allocation.
|X|      Transfers from the  Sub-accounts to Fixed  Allocations or from Fixed  Allocations to the  Sub-accounts  under the program will
     not count toward the maximum number of free transfers allowable under the Annuity.
|X|      Any amounts  applied to your Account Value by American  Skandia on the maturity date or any  anniversary  of the maturity date
     will not be treated as "investment in the contract" for income tax purposes.

Charges under the Program
We deduct a charge equal to 0.25% of Account Value per year to  participate in the  Guaranteed  Return Option Plus program.  The annual
charge is deducted  daily against your Account  Value  allocated to the  Sub-accounts.  Account  Value  allocated to Fixed  Allocations
under the program is not subject to the charge.  The charge is deducted to  compensate  American  Skandia  for:  (a) the risk that your
Account Value on the maturity date is less than the amount guaranteed; and (b) administration of the program.

ASAP - SUPP. - (10/13/2003)                                                                                             92001a0903





ASAP

                                                              PART II

                                               INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.  Other Expenses of Issuance and Distribution:  Not Applicable.

Item 15.  Indemnification  of Directors and Officers:  Under Section 33-320a of the  Connecticut  General  Statutes,  the Registrant
must indemnify a director or officer  against  judgments,  fines,  penalties,  amounts paid in settlement  and  reasonable  expenses
including  attorneys'  fees,  for actions  brought or threatened to be brought  against him in his capacity as a director or officer
when certain  disinterested  parties determine that he acted in good faith and in a manner he reasonably  believed to be in the best
interests of the Registrant.  In any criminal  action or proceeding,  it also must be determined that the director or officer had no
reason to believe his conduct was  unlawful.  The director or officer must also be  indemnified  when he is successful on the merits
in the  defense of a  proceeding  or in  circumstances  where a court  determines  that he is fairly and  reasonable  entitled to be
indemnified,  and the court approves the amount.  In shareholder  derivative suits, the director or officer must be finally adjudged
not to have  breached  this duty to the  Registrant  or a court must  determine  that he is fairly  and  reasonably  entitled  to be
indemnified  and must approve the amount.  In a claim based upon the  director's or officer's  purchase or sale of the  Registrants'
securities,  the director or officer may obtain  indemnification  only if a court determines that, in view of all the circumstances,
he is fairly and  reasonably  entitled  to be  indemnified  and then for such amount as the court  shall  determine.  The By-Laws of
American  Skandia  Life  Assurance  Corporation  ("ASLAC")  also provide  directors  and  officers  with rights of  indemnification,
consistent with Connecticut Law.

The foregoing statements are subject to the provisions of Section 33-320a.

Directors  and  officers of ASLAC and  American  Skandia  Marketing,  Inc.  ("ASM") can also be  indemnified  pursuant to  indemnity
agreements  between each director and officer and American  Skandia,  Inc., a corporation  organized  under the laws of the state of
Delaware.  The  provisions of the  indemnity  agreement  are governed by Section 45 of the General  Corporation  Law of the State of
Delaware.

The  directors  and officers of ASLAC and ASM are covered under a directors and officers  liability  insurance  policy.  Such policy
will  reimburse  ASLAC or ASM, as  applicable,  for any payments that it shall make to directors  and officers  pursuant to law and,
subject to certain exclusions  contained in the policy,  will pay any other costs,  charges and expenses,  settlements and judgments
arising  from any  proceeding  involving  any  director  or officer of ASLAC or ASM,  as  applicable,  in his or her past or present
capacity as such.

Item 16.  Exhibits:

         Exhibits                                                                                              Page
         --------                                                                                              ----

1        Underwriting  agreement  Incorporated  by  reference to  Post-Effective  Amendment  No. 1 to  Registration
         Statement No. 333-25733, filed via EDGAR March 2, 1998.

2        Plan of acquisition, reorganization, arrangement, liquidation or succession                 Not applicable

3        Articles of incorporation and by-laws Incorporated by reference to
         Post-Effective Amendment No. 6 to Registration Statement No. 33-87010,
         filed via EDGAR March 2, 1998.

4        Instruments  defining the rights of security holders,  including  indentures  Incorporated by reference to
         Post-effective Amendment No. 13 to Registration Statement No. 33-44436, filed via EDGAR April 29, 1997.

5        Opinion re legality                                                              (included as Exhibit 23b)

6 - 9                                                                                                Not applicable

10       Material contracts (Investment Management Agreement)

         (a)      Agreement with Alliance Capital Management L.P. incorporated by reference to Post-Effective No.
                  3 to Registration Statement No. 33-53507, filed via EDGAR April 26, 2002.

         (b)      Agreement with Blackrock Financial Management, Inc. incorporated by reference to Post-Effective
                  No. 3 to Registration Statement No. 33-53507, filed via EDGAR April 26, 2002.

11 - 22                                                                                              Not applicable

23a      Consent of Ernst & Young LLP incorporated by reference to  Post-Effective  Amendment No. 7 to this  Registration  Statement
         No. 333-00995, filed April 28, 2003.

23b      Opinion & Consent of Counsel                                                                FILED HEREWITH

24       Power of Attorney for President and Director: David R. Odenath and Directors: James Avery, Vivian Banta, Richard Carbone, Helen Galt and Ronald Joelson
filed via EDGAR with Post-Effective Amendment No. 2 to Registration Statement No. 333-96577, filed August 6, 2003.

25 - 28                                                                                              Not applicable
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An index to the financial statement schedules is omitted because it is not required or is not applicable.

Item 17.  Undertakings:  The undersigned Registrant hereby undertakes:

(1)      To file,  during  any  period in which  offers or sales are being  made,  post-effective  amendments  to this  registration
statement:

         (i)  To include any prospectus required by section 10 (a)(3) of the Securities Act of 1933;

         (ii) To reflect in the prospectus any facts or events  arising after the effective date of the  registration  statement (or
the most recent  post-effective  amendment thereof) which,  individually or in the aggregate,  represent a fundamental change in the
information set forth in the registration statement; and

         (iii) To include any  material  information  with  respect to the plan of  distribution  not  previously  disclosed  in the
registration statement or any material change to such information in the registration statement.

(2)      That, for the purpose of determining  any liability under the Securities Act of 1933,  each such  post-effective  amendment
shall be deemed to be a new registration  statement relating the securities offered therein,  and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.

(3)      To remove from  registration by means of a  post-effective  amendment any of the securities  being  registered which remain
unsold at the termination of the offering.

(4)      The undersigned  Registrant  hereby  undertakes that, for purposes of determining any liability under the Securities Act of
1933, each filing of the  Registrant's  annual report  pursuant to section 13(a) or section 15(d) of the Securities  Exchange Act of
1934 (and,  where  applicable,  each filing of an employee  benefit plan's annual report pursuant to section 15(d) of the Securities
Exchange Act of 1934) that is  incorporated  by reference in the  registration  statement  shall be deemed to be a new  registration
statement  relating to the securities  offered  therein,  and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

(5)      Insofar as  indemnification  for  liabilities  arising  under the  Securities  Act of 1933 may be permitted  to  directors,
officers and  controlling  persons of the Registrant  pursuant to the foregoing  provisions,  or otherwise,  the Registrant has been
advised that in the opinion of the Securities and Exchange  Commission  such  indemnification  is against public policy as expressed
in the Act and is, therefore,  unenforceable.  In the event that a claim for  indemnification  against such liabilities  (other than
the payment by the Registrant of expenses  incurred or paid by a director,  officer or  controlling  person of the Registrant in the
successful  defense of any action,  suit or proceeding) is asserted by such  director,  officer or controlling  person in connection
with the  securities  being  registered,  the Registrant  will,  unless in the opinion of its counsel the matter has been settled by
controlling  precedent,  submit to a court of appropriate  jurisdiction the question whether such  indemnification  by it is against
public policy as expressed in the Act and will be governed by the final adjudication of such issue.


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LEGAL EXPERTS:  The Counsel of American  Skandia Life Assurance  Corporation has passed on the legal matters with respect to Federal
laws and regulations applicable to the issue and sale of the Annuities and with respect to Connecticut law.






                                                              Exhibits




                  Exhibit 23b       Opinion & Consent of Counsel                        FILED HEREWITH






                                                              SIGNATURES

Pursuant to the  requirements  of the Securities Act of 1933, the Registrant  certifies that it has reasonable  grounds to believe that
it meets all of the requirements for filing on Form S-2 and has duly caused this  registration  statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Shelton, State of Connecticut, on the  7th  day of October , 2003.

                                              AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
                                                              Registrant


By:  _______________________________________                            Attest:  _________________________
     /s/ Timothy P. Harris, Corporate Secretary                                  /s/   Kathleen A. Chapman

Pursuant to the  requirements  of the  Securities  Act of 1933,  this  Registration  Statement  has been signed below by the  following
persons in the capacities and on the date indicated.

              Signature                                     Title                              Date
              ---------                                     -----                              ----
                                                (Principal Executive Officer)


          David R. Odenath*        Chief Executive Officer and President              October 7, 2003
          -----------------
          David R. Odenath


                                     (Principal Financial Officer and Principal Accounting Officer)


         __________________            Executive Vice President and                   October 7, 2003
         /s/ Anthony Piszel                Chief Financial Officer




                                                          (Board of Directors)


      James Avery*                            Vivian Banta*                              Richard Carbone*
      ------------                            ------------                               ----------------
      James Avery                               Vivian Banta                            Richard Carbone


      Helen Galt*                             Ronald Joelson*                            David R. Odenath*
      -----------                             ---------------                            -----------------
      Helen Galt                              Ronald Joelson                            David R. Odenath


                                    *By:  _____________________________
                                          -----------------------------
                                          /s/ Timothy P. Harris

          *Pursuant to Powers of Attorney filed with Post-Effective Amendment No. 2 to Registration Statement No. 333-96577
                                                                                                                           -