American Skandia Life Assuance Corporation

(Address and Telephone Number of Registrant’s Principal Executive Offices)

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

As of August 10, 2007 25,000 shares of the registrant’s Common Stock (par value $100) consisting of 100 voting shares and 24,900 non-voting shares, were outstanding. As of such date, Prudential Annuities, Inc. formerly known as American Skandia, Inc., an indirect wholly owned subsidiary of Prudential Financial, Inc., a New Jersey corporation, owned all of the registrant’s Common Stock.

Certain of the statements included in this Quarterly Report on Form 10-Q, including but not limited to those in Management’s Discussion and Analysis of Financial Condition and Results of Operations, may constitute forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Words such as “expects,” “believes,” “anticipates,” “includes,” “plans,” “assumes,” “estimates,” “projects,” “intends,” “should,” “will,” “shall” or variations of such words are generally part of forward-looking statements. Forward-looking statements are made based on management’s current expectations and beliefs concerning future developments and their potential effects upon American Skandia Life Assurance Corporation. There can be no assurance that future developments affecting American Skandia Life Assurance Corporation will be those anticipated by management. These forward-looking statements are not a guarantee of future performance and involve risks and uncertainties, and there are certain important factors that could cause actual results to differ, possibly materially, from expectations or estimates reflected in such forward-looking statements, including, among others: (1) general economic, market and political conditions, including the performance and fluctuations of stock, real estate and other financial markets; (2) interest rate fluctuations; (3) reestimates of our reserves for future policy benefits and claims; (4) differences between actual experience regarding mortality, morbidity, persistency, surrender experience, interest rates, or market returns and the assumptions we use in pricing our products, establishing liabilities and reserves or for other purposes; (5) changes in our assumptions related to deferred policy acquisition costs, valuation of business acquired or goodwill; (6) changes in our claims-paying or credit ratings; (7) investment losses and defaults; (8) competition in our product lines and for personnel; (9) changes in tax law; (10) regulatory or legislative changes; (11) adverse determinations in litigation or regulatory matters and our exposure to contingent liabilities; (12) domestic or international military actions, natural or man-made disasters including terrorist activities or pandemic disease, or other events resulting in catastrophic loss of life; (13) ineffectiveness of risk management policies and procedures in identifying, monitoring and managing risks; (14) effects of acquisitions, divestitures and restructurings, including possible difficulties in integrating and realizing the projected results of acquisitions; (15) changes in statutory or U.S. GAAP accounting principles, practices or policies; and (16) changes in assumptions for retirement expense. American Skandia Life Assurance Corporation does not intend, and is under no obligation, to update any particular forward-looking statement included in this document. See “Risk Factors” included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2006 for a discussion of certain risks relating to our business.

As of June 30, 2007 and December 31, 2006 (in thousands, except share amounts)

American Skandia Life Assurance Corporation (the “Company”), with its principal offices in Shelton, Connecticut, is an indirect wholly owned subsidiary of Prudential Financial, Inc. (“Prudential Financial”), a New Jersey corporation. The Company is a wholly owned subsidiary of Prudential Annuities, Inc. (“PAI”) formerly known as American Skandia, Inc., which in turn is an indirect wholly owned subsidiary of Prudential Financial. On December 19, 2002, Skandia Insurance Company Ltd. (publ), (“Skandia”), an insurance company organized under the laws of the Kingdom of Sweden, and the ultimate parent company of the Company prior to May 1, 2003, entered into a definitive purchase agreement (the “Acquisition Agreement”) with Prudential Financial whereby Prudential Financial would acquire the Company and certain of its affiliates (the “Acquisition”) and would be authorized to use the American Skandia name through April, 2008. On May 1, 2003, the Acquisition was consummated. Thus, the Company now is an indirect wholly owned subsidiary of Prudential Financial. During 2007, we began the process of changing the names of the Company’s various legal entities that include the “American Skandia” name.

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

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

The unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and on a basis consistent with reporting interim financial information in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X of the U.S. Securities and Exchange Commission (the “SEC”). These interim financial statements are unaudited but reflect all adjustments that, in the opinion of management, are necessary to provide a fair presentation of the results of operations and financial condition of the Company for the interim periods presented. All such adjustments are of a normal recurring nature. The results of operations for any interim period are not necessarily indicative of results for a full year. These unaudited interim financial statements should be read in conjunction with the financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2006.

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

The most significant estimates include those used in determining deferred policy acquisition costs, valuation of business acquired, investments, future policy benefits, provision for income taxes, reserves for contingent liabilities and reserves for losses in connection with unresolved legal matters.

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

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

The Company is subject to legal and regulatory actions in the ordinary course of its business, including class action lawsuits. The Company’s pending legal and regulatory actions include proceedings specific to the Company and proceedings generally applicable

to business practices in the industry in which it operates. The Company is subject to class action lawsuits and other litigation alleging, among other things, that it made improper or inadequate disclosures in connection with the sale of annuity products or charged excessive or impermissible fees on these products, recommended unsuitable products to customers, mishandled customer accounts or breached fiduciary duties to customers. The Company is also subject to litigation arising out of its general business activities, such as its investments and contracts, and could be exposed to claims or litigation concerning certain business or process patents. In some of the Company’s pending legal and regulatory actions, parties are seeking large and/or indeterminate amounts, including punitive or exemplary damages. The following is a summary of certain pending proceedings.

The Company commenced a remediation program to correct errors in the administration of approximately 11,000 annuity contracts issued by the Company. The owners of these contracts did not receive notification that the contracts were approaching or past their designated annuitization date or default annuitization date (both dates referred to as the “contractual annuity date”) and the contracts were not annuitized at their contractual annuity dates. Some of these contracts also were affected by data integrity errors resulting in incorrect contractual annuity dates. The lack of notice and the data integrity errors, as reflected on the annuities administrative system, all occurred before the Acquisition. The remediation and administrative costs of the remediation program are subject to the indemnification provisions of the Acquisition Agreement.

Commencing in 2003, the Company received formal requests for information from the SEC and the New York Attorney General (“NYAG”) relating to market timing in variable annuities by the Company and certain affiliated companies. In connection with these investigations, with the approval of Skandia an offer was made by the Company to the authorities investigating its companies, the SEC and NYAG to settle these matters by paying restitution and a civil penalty of $95 million in the aggregate. While not assured, the Company believes these discussions are likely to lead to settlements with these authorities by it or its affiliates. Any regulatory settlement involving the Company and certain affiliates would be subject to the indemnification provisions of the Acquisition Agreement pursuant to which Prudential Financial purchased the Company and certain affiliates in May 2003 from Skandia. If achieved, settlement of the matters relating to the Company and certain affiliates also could involve continuing monitoring, changes to and/or supervision of business practices, findings that may adversely affect existing or cause additional litigation, adverse publicity and other adverse impacts to the Company’s businesses.

During the third quarter of 2004, the Company identified a system-generated calculation error in its annuity contract administration system that existed prior to the Acquisition. This error related to the calculation of amounts due to customers for certain transactions subject to a market value adjustment upon the surrender or transfer of monies out of their annuity contract’s fixed allocation options. The error resulted in an underpayment to policyholders, as well as additional anticipated costs to the Company associated with remediation, breakage and other costs. Recently, the Company retained a consultant to assist it with the systems modifications needed to implement the remediation plan currently in place. The Company has advised Skandia that a portion of the remediation and related administrative costs are subject to the indemnification provisions of the Acquisition Agreement.

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

It should be noted that the judgments, settlements and expenses associated with many of these lawsuits, administrative and regulatory matters, and contingencies, including certain claims described above, may, in whole or in part, after satisfaction of certain retention requirements, fall within Skandia’s indemnification obligations to Prudential Financial and its subsidiaries under the terms of the Acquisition Agreement. Those obligations of Skandia provide for indemnification of certain judgments, settlements, and costs and expenses associated with lawsuits and other claims against the Company (“matters”), and apply only to matters, or groups of related matters, for which the costs and expenses exceed $25,000 individually. Additionally, those obligations only apply to such otherwise indemnifiable costs and expenses that exceed $10 million in the aggregate, subject to reduction for insurance proceeds, certain accruals and any realized tax benefit applicable to such amounts, and those obligations do not apply to the extent that such aggregate exceeds $1 billion. We are in discussions with Skandia regarding the satisfaction of the $10 million deductible.

The Company is a party to numerous transactions and relationships with its affiliate The Prudential Insurance Company of America (“Prudential Insurance”) and other affiliates. It is possible that the terms of these transactions are not the same as those that would result from transactions among unrelated parties.

Many of the Company’s expenses are allocations or charges from Prudential Insurance or other affiliates.

The Company’s general and administrative expenses are charged to the Company using allocation methodologies based on business processes. Management believes that the methodology is reasonable and reflects costs incurred by Prudential Insurance to process transactions on behalf of the Company. The Company operates under service and lease agreements whereby services of officers and employees, supplies, use of equipment and office space are provided by Prudential Insurance. Since 2003, general and administrative expenses also include allocations of stock compensation expenses related to a stock option program and a deferred compensation program sponsored by Prudential Financial.

The Company is charged for its share of employee benefits expenses. These expenses include costs for funded and non-funded contributory and non-contributory defined benefit pension plans. Some of these benefits are based on earnings and length of service. Other benefits are based on an account balance, which takes into consideration age, service and earnings during career.

The Company’s share of net expense for the pension plans was $1.0 million and $(0.6) million for the three months ended June 30, 2007 and 2006 respectively; and $1.9 million and $0.4 million, for the six months ended June 30, 2007 and 2006, respectively.

Prudential Insurance sponsors voluntary savings plans for the Company’s employees (“401(k) plans”). The 401(k) plans provide for salary reduction contributions by employees and matching contributions by the Company of up to 4% of annual salary. The expense charged the Company for the matching contribution to the 401k plans was $0.5 million and $(0.2) million for the three months ended June 30, 2007 and 2006, respectively; and $0.9 million and $0.1 million, for the six months ended June 30, 2007 and 2006, respectively.

On December 14, 2006, the Company entered into a $300 million loan with Prudential Financial. This loan has an interest rate of 5.18% and matures on December 14, 2011.

On March 12, 2004, the Company entered into a $45 million loan with Prudential Funding, LLC. This loan had an interest rate of 5.67% and matured on March 12, 2007. The loan was subsequently rolled over with a new interest rate of 5.37% and matured on July 17, 2007.

On March 10, 2005, the Company entered into a $30 million loan with Prudential Funding, LLC. This loan has an interest rate of 5.67% and matured on March 12, 2007. The loan was subsequently rolled over with a new interest rate of 5.37% and matured on July 17, 2007.

On March 10, 2005, the Company entered into a $30 million loan with Prudential Funding, LLC. This loan has an interest rate of 5.74% and matures on March 11, 2008.

On May 1, 2004, the Company entered into a $500 million credit facility agreement with Prudential Funding, LLC. Effective December 1, 2004, the credit facility agreement was increased to $750 million. As of June 30, 2007 and 2006, $409.2 million and $429.2 million, respectively, was outstanding under this credit facility.

During 2006, the Company entered into two new reinsurance agreements with an affiliate as part of its risk management and capital management strategies. Effective November 20, 2006, the Company entered into a coinsurance agreement with Pruco Reinsurance, Ltd. (“Pruco Re”) providing for the 100% reinsurance of its Highest Daily Lifetime Five (“HDLT5”) benefit feature sold on certain of its annuities. Effective March 20, 2006, the Company entered into a new coinsurance agreement with Pruco Re providing for the 100% reinsurance of its Spousal Lifetime Five benefit (“SLT5”) feature.

In accordance with an agreement with AST Investment Services, Inc. formerly known as American Skandia Investment Services, Inc, the Company receives fee income calculated on contractholder separate account balances invested in the Advanced Series Trust, formerly known as American Skandia Trust. Income received from AST Investment Services. Inc. related to this agreement was $43.3 million and $33.9 million, for the three months ended June 30, 2007 and 2006, respectively; and $82.0 million and $55.3 million, for the six months ended June 30, 2007 and 2006, respectively. These revenues are recorded as “Asset management fees” in the Statements of Operations and Comprehensive Income.

In June 2006, the Financial Accounting Standards Board (“FASB”) issued FASB Interpretation (“FIN”) No. 48, “Accounting for Uncertainty in Income Taxes,” an Interpretation of FASB Statement No. 109. This interpretation prescribes a comprehensive model for how a company should recognize, measure, present, and disclose in its financial statements uncertain tax positions that a company has taken or expects to take on a tax return. The Company adopted FIN No. 48 on January 1, 2007, which resulted in a decrease to its income tax liability and an increase to retained earnings of $1.4 million as of January 1, 2007, which was reported as a “Cumulative effect of a change in accounting principle, net of taxes” in the Statement of Stockholder’s Equity for the six months ended June 30, 2007.

The Company had no unrecognized tax benefits as of the date of adoption of FIN No. 48.

The Company classifies all interest and penalties related to tax uncertainties as income tax expense. As of the date of adoption of FIN No. 48, the Company had no liabilities for tax-related interest and penalties.

Internal Revenue Service (“Service”) audit periods remain open for review until the statute of limitations has passed. Generally, for tax years which produce net operating losses, capital losses or tax credit carryforwards (“tax attributes”), the statute of limitations does not close, to the extent of these tax attributes, until the tax year in which they are fully utilized. The completion of review or the expiration of the statute of limitations for a given audit period could result in an adjustment to our liability for income taxes. Any such adjustment could be material to our results of operations for any given quarterly or annual period based, in part, upon the results of operations for the given period. The Company does not anticipate any significant changes to its total unrecognized tax benefits within the next 12 months.

In December 2006, the Service completed all fieldwork with regards to its examination of the Company’s federal income tax returns for tax years 2002-2003. The statute of limitations for the 2002-2003 tax years expires in 2008.

In February 2006, the FASB issued SFAS No. 155, “Accounting for Certain Hybrid Instruments.” This statement eliminates an exception from the requirement to bifurcate an embedded derivative feature from beneficial interests in securitized financial assets. The Company has used this exception for investments the Company has made in securitized financial assets in the normal course of operations, and thus has not previously had to consider whether such investments contain an embedded derivative. The new requirement to identify embedded derivatives in beneficial interests will be applied on a prospective basis only to beneficial interests acquired, issued, or subject to certain remeasurement conditions after the adoption of the guidance. This statement also provides an election, on an instrument by instrument basis, to measure at fair value an entire hybrid financial instrument that contains an embedded derivative requiring bifurcation, rather than measuring only the embedded derivative on a fair value basis. If the fair value election is chosen, changes in unrealized gains and losses are reflected in the Statements of Operations. The Company adopted this guidance effective January 1, 2007. The Company’s adoption of this guidance did not have a material effect on the Company’s financial position or results of operations.

In September 2005, the Accounting Standards Executive Committee of the American Institute of Certified Public Accountants issued SOP 05-1, “Accounting by Insurance Enterprises for Deferred Acquisition Costs in Connection With Modifications or Exchanges of Insurance Contracts.” SOP 05-1 provides guidance on accounting by insurance enterprises for deferred acquisition costs on internal replacements of insurance and investment contracts other than those specifically described in SFAS No. 97. SOP 05-1 defines an internal replacement as a modification in product benefits, features, rights, or coverages that occurs by the exchange of a contract for a new contract, or by amendment, endorsement, or rider to a contract, or by the election of a feature or coverage within a contract, and is effective for internal replacements occurring in fiscal years beginning after December 15, 2006.

The Company adopted SOP 05-1 effective January 1, 2007. The effect of initially adopting SOP 05-1 was a charge to the opening balance of retained earnings of $14.7 million before tax, $9.5 million net of taxes, which was reported as a “Cumulative effect of a change in accounting principle, net of taxes” in the Statement of Stockholder’s Equity for the six months ended June 30, 2007.

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities” . This statement provides companies with an option to report selected financial assets and liabilities at fair value. This statement is effective for fiscal years beginning after November 15, 2007 with early adoption permitted. The Company plans to adopt this guidance effective January 1, 2008. The Company is currently assessing the impact of SFAS No. 159 on its financial position and results of operations.

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements.” This Statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and requires additional disclosures about fair value measurements. This Statement does not require any new fair value measurements, but the application of this Statement could change current practices in determining fair value. The Company plans to adopt this guidance effective January 1, 2008. The Company is currently assessing the impact of SFAS No. 157 on the Company’s financial position and results of operations.

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

This Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) addresses the financial condition of American Skandia Life Assurance Corporation (the “Company”) as of June 30, 2007 compared with December 31, 2006 and its results of operations for the three month periods ended June 30, 2007 and 2006 and the six month periods ended June 30, 2007 and 2006. You should read the following analysis of our financial condition and results of operations in conjunction with the Company’s MD&A and audited Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2006 and the Interim Financial Statements included elsewhere in this Quarterly Report on Form 10-Q.

The Company was established in 1988 and is a significant provider of variable annuity contracts for the individual market in the United States of America and its territories. The Company’s products are sold primarily to individuals to provide for savings and retirement needs and to address the economic impact of premature death, estate planning concerns and supplemental retirement income. The investment performance of the registered investment companies supporting the variable annuity contracts, which is principally correlated to equity market performance, can significantly impact the market for the Company’s products.

The Company offers a wide array of annuities, including deferred and immediate variable annuities that are registered with the United States Securities and Exchange Commission (the “SEC”), which may include (1) fixed interest rate allocation options, subject to a market value adjustment, and registered with the SEC, and (2) fixed rate allocation options not subject to a market value adjustment and not registered with the SEC. In addition, the Company has in force a relatively small block of variable life insurance policies, but it no longer actively sells such policies.

The Company offers variable annuities that provide our customers with a full suite of optional guaranteed death and living benefits. Our investment options within our variable annuities provide our customers with the opportunity to make allocations in proprietary and non-proprietary mutual fund options, frequently under asset allocation programs, and fixed interest rate options. The allocations made by customers to the proprietary and non-proprietary mutual fund options represent an interest in separate investment companies that provide a return linked to an underlying investment portfolio. The investments made in the fixed interest rate options are credited with a rate of return that we determine from time to time, subject to certain contractual minimums. The Company also offers fixed annuities that provide a guarantee of principal and a guaranteed interest rate.

Annuity contracts represent the insurer’s contractual obligation to make payments over a given period of time, often measured by the life of the annuitant, in return for a single deposit or a series of scheduled or flexible deposits. The insurer’s obligation to pay may commence immediately or be deferred. If the insurer’s payments are deferred, the insurer generally incurs an obligation to offer a surrender value available during the deferral period based on an account value, and certain guarantees as applicable. The account value consists of the deposits and may earn interest, or may vary with the performance of investments in the underlying fund options made available by the insurer and elected by contractholders. Gains on deposits made by the contractholder, before distribution, generally are tax deferred for the contractholder. Distributions are taxed as ordinary income to the contractholder, until all gain has been withdrawn. For immediate annuities and annuitized deferred annuities, a portion of each distribution may be treated as a return of the contractholder’s investment in the contract.

The Company sells its annuity products through multiple distribution channels, including (1) independent broker-dealer firms and financial planners; (2) broker-dealers that are members of the New York Stock Exchange, including “wirehouse” and regional broker-dealer firms; and (3) broker-dealers affiliated with banks or that specialize in marketing to customers of banks. Although the Company is active in each of those distribution channels, the majority of the Company’s sales have come from the independent broker-dealer firms and financial planners. The Company has selling agreements with approximately eleven hundred broker-dealer firms and financial institutions. On June 1, 2006, The Prudential Insurance Company of America, an affiliate of the Company, acquired the variable annuity business of The Allstate Corporation (“Allstate”), which included access to the Allstate affiliated broker-dealer. The Company began distributing variable annuities through the Allstate affiliated broker-dealer registered representatives in the third quarter of 2006.

Although many of the Company’s competitors have acquired or are seeking to acquire their distribution channels as a means of securing sales, the Company typically does not follow that model. Instead, the Company believes that its success is dependent on its ability to enhance its relationships with both the selling firms and their registered representatives. In cooperation with its affiliated broker-dealer, American Skandia Marketing, Incorporated, the Company uses wholesalers to provide support to its distribution channels.

The Company’s Changes in Financial Position and Results of Operations are described below.

For information on the Company’s significant accounting policies, see Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2006.

Assets increased by $3.9 billion, from $38.5 billion at December 31, 2006 to $42.4 billion at June 30, 2007. Separate account assets increased by $3.8 billion, driven by positive net flows and market appreciation during the current year. Deferred policy acquisition costs (“DAC”) and deferred sales inducements also increased $128.8 million and $89.6 million, respectively, due to increased sales driving an increase in capitalized costs. Partially offsetting these increases was a decline in fixed maturities from $1.2 billion at December 31, 2006 to $1.0 billion at June 30, 2007, primarily driven by a decline in policyholders’ account balances discussed below. Additionally, the valuation of business acquired decreased from $152.6 million at December 31, 2006 to $132.4 million at June 30, 2007, due to amortization.

During the period, total liabilities increased by $3.9 billion, from $37.7 billion at December 31, 2006 to $41.6 billion at June 30, 2007. Separate account liabilities increased by $3.8 billion, driven by positive net flows and market appreciation during the current year. Additionally, borrowings increased $174.7 million in order to fund the growth of new business sales. Partially offsetting these increases was a decrease in policyholders’ account balances from $ 993.3 million at December 31, 2006 to $844.1 million at June 30, 2007, primarily due to rebalancing of customer account values from the market value adjustment options to the separate account mutual fund options pursuant to contract provisions driven by improved market conditions.

Net income increased by $11.7 million, from $54.5 million for the three months ended June 30, 2006 to $66.2 million for the three months ended June 30, 2007. Policy charges and fee income increased by $32.4 million and asset management fees increased by $9.3 million, driven by growth in the separate account assets due to net flows and market appreciation since June 30, 2006. Additionally, realized investment losses, net, decreased by $14.2 million from $22.3 million for the three months ended June 30, 2006 to $8.1 million for the three months ended June 30, 2007. These favorable variances were partially offset by $35.7 million of higher general, administrative and other expenses and $6.4 million of higher interest credited to policyholder account balances. Further details regarding the components of revenues and expenses are described below.

Revenues increased by $55.2 million, from $191.2 million for the three months ended June 30, 2006 to $246.4 million for the three months ended June 30, 2007. Premiums of $8.2 million increased by $2.9 million, from $5.3 million for the three months ended June 30, 2006, reflecting an increase in funds from customers entering into the payout phase of their annuity contracts driven by settlements in the current year quarter related to the previously discussed annuitization remediation program.

Policy charges and fee income increased by $32.4 million, from $140.9 million for the three months ended June 30, 2006 to $173.3 million for the three months ended June 30, 2007. Mortality and expense (“M&E”) charges increased by $29.1 million as a result of growth of separate account assets driven by net flows and market appreciation. Optional benefit charges on our living and death benefit features increased $5.6 million, primarily driven by sales of our Lifetime Five, Spousal Lifetime Five and Highest Daily Lifetime Five benefit features. This increase was primarily offset in realized investment losses, net because these features are reinsured with affiliates. Additionally, policy charges and fee income decreased $2.0 million from the prior year quarter due to the change in realized market value adjustments related to the Company’s fixed, market value adjusted investment option (“MVA option”).

Net investment income decreased $4.2 million from $21.6 million for the three months ended June 30, 2006 to $17.4 million for the three months ended June 30, 2007 as a result of lower general account assets as these assets moved from fixed rate investment options into variable investment options due to the guaranteed return option (GRO) rebalancing feature.

Realized investment losses, net, decreased $14.2 million from a loss of $22.3 million for the three months ended June 30, 2006 to a loss of $8.1 million over the same period in 2007. This change was driven by decreased investment losses on our MVA portfolio due to dispositions in the second quarter of 2006 of fixed maturities in a rising interest rate environment. The decrease in realized investment losses was partially offset by the change in the value of our embedded derivatives related to our living benefit features. This change was offset in policy charges and fee income as discussed in the preceding paragraph.

Asset management fees increased by $9.3 million, from $45.8 million for the three months ended June 30, 2006 to $55.1 million for the three months ended June 30, 2007 as a result of growth of separate account assets compared to the prior year period, primarily due to net inflows and market appreciation. Asset management fees are asset-based fees, which are dependent on the value of assets under management.

Policyholders’ benefits increased by $4.5 million, from $18.4 million for the three months ended June 30, 2006 to $22.9 million for the three months ended June 30, 2007. The increase was primarily driven by a $3.0 million increase in change in reserves due to an increase in the number of outstanding annuity contracts entering into the payout phase primarily as a result of the previously discussed annuitization remediation program. This increase was offset by higher premium revenue, as discussed above.

Interest credited to policyholders’ account balances increased $6.4 million, from $17.0 million for the three months ended June 30, 2006 to $23.4 million for the three months ended June 30, 2007 primarily driven by increased amortization of deferred sales inducements due to higher gross profits. This is partially offset by lower interest credited on the MVA option as a result of decreased investment in the MVA option during the current quarter compared to the prior year quarter.

General, administrative and other expenses increased by $35.7 million, from $99.0 million for the three months ended June 30, 2006 to $134.7 million for the three months ended June 30, 2007. The increase was primarily due to an increase in the amortization of DAC and valuation of business acquired of $24.7 million driven by a higher level of actual gross profits due to increased fee income, as previously discussed. In addition, commissions, net of capitalization, increased $7.2 million driven by increased asset based commissions due to growth in separate account assets, as previously discussed. The remaining increase of $3.8 million in general expenses was primarily the result of higher interest expense as a result of increased borrowings.

Net income increased by $26.1 million, from $92.1 million for the six months ended June 30, 2006 to $118.2 million for the six months ended June 30, 2007. Policy charges and fee income increased by $59.2 million and asset management fees increased by $23.9 million, driven by growth in the separate account assets due to net flows and market appreciation since June 30, 2006. Additionally, realized investment losses, net, decreased by $20.5 million from $36.4 million for the six months ended June 30, 2006 to $15.9 million for the six months ended June 30, 2007. These favorable variances were partially offset by $60.0 million of higher general, administrative and other expenses and $10.6 million of higher interest credited to policyholder account balances. Further details regarding the components of revenues and expenses are described below.

Revenues increased by $105.9 million, from $370.0 million for the six months ended June 30, 2006 to $475.9 million for the six months ended June 30, 2007. Premiums of $16.9 million increased by $7.2 million, from $9.7 million for the six months ended June 30, 2006, reflecting an increase in funds from customers entering into the payout phase of their annuity contracts, driven by settlements in the current year related to the previously discussed annuitization remediation program.

Policy charges and fee income increased by $59.2 million, from $274.1 million for the six months ended June 30, 2006 to $333.3 million for the six months ended June 30, 2007. Mortality and expense (“M&E”) charges increased by $51.3 million as a result of growth of separate account assets driven by net flows and market appreciation. Optional benefit charges on our living and death benefit features increased $9.8 million, primarily driven by the sales of our Lifetime Five, Spousal Lifetime Five and Highest Daily Lifetime Five benefit features. This increase was primarily offset in realized investment losses, net because these features are reinsured with affiliates. Additionally, policy charges and fee income decreased $3.1 million from the prior year quarter due to the change in realized market value adjustments related to the Company’s fixed, market value adjusted investment option (“MVA option”).

Net investment income decreased $5.3 million from $36.0 million for the six months ended June 30, 2006 to $41.3 million for the six months ended June 30, 2007 as a result of lower general account assets as these assets moved from fixed rate investment options into variable investment options due to the GRO rebalancing feature.

Realized investment losses, net, decreased $20.5 million from a loss of $36.4 million for the six months ended June 30, 2006 to a loss of $15.9 million over the same period in 2007. This change was driven by decreased investment losses on our MVA portfolio due to prior year dispositions of fixed maturities in a rising interest rate environment. The decrease in realized investment losses was partially offset by the change in the value of our embedded derivatives related to our living benefit features. This change was offset in policy charges and fee income as discussed in the preceding paragraph.

Asset management fees increased by $23.9 million, from $80.9 million for the six months ended June 30, 2006 to $104.8 million for the six months ended June 30, 2007 as a result of growth of separate account assets compared to the prior year period, primarily due to increased net inflows and market appreciation. Asset management fees are asset based fees, which are dependent on the value of assets under management.

Policyholders’ benefits increased by $8.4 million, from $38.2 million for the six months ended June 30, 2006 to $46.6 million for the six months ended June 30, 2007. The increase was driven by a $7.3 million increase in change in reserves due to an increase in the number of outstanding annuity contracts entering into the payout phase primarily as a result of the previously discussed annuitization remediation program. This increase was offset by higher premium revenue, as discussed above.

Interest credited to policyholders’ account balances increased $10.6 million, from $34.2 million for the six months ended June 30, 2006 to $44.8 million for the six months ended June 30, 2007 primarily driven by increased amortization of deferred sales inducements due to higher gross profits of $15.8 million, partially offset by decreased interest credited on the MVA option of $4.1 million as customer account values transferred from the market value adjustment options to the separate account mutual fund options due to market conditions.

General, administrative and other expenses increased by $60.0 million, from $198.5 million for the six months ended June 30, 2006 to $258.5 million for the six months ended June 30, 2007. The increase was primarily due to an increase in the amortization of DAC and valuation of business acquired of $41.1 million, driven by a higher level of actual gross profits due to increased fee income as previously discussed. In addition, commissions, net of capitalization, increased $13.1 million, driven by increased asset based commissions due to growth in separate account assets, as previously discussed. The remaining increase of $5.8 million in general expenses was primarily the result of higher interest expense as a result of increased borrowings.

In order to ensure that the information we must disclose in our filings with the SEC is recorded, processed, summarized and reported on a timely basis, the Company’s management, including our Chief Executive Officer and Chief Financial Officer, have reviewed and evaluated the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended, or the “Exchange Act”, as of June 30, 2007. Based on such evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of June 30, 2007, our disclosure controls and procedures were effective. No change in our internal control over financial reporting, as defined in Exchange Act Rules 13a-15(f) and 15d-15(f), occurred during the quarter ended June 30, 2007 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

We are subject to legal and regulatory actions in the ordinary course of our business, including class action lawsuits. Our pending legal and regulatory actions include proceedings specific to the Company and proceedings generally applicable to business practices in the industry in which we operate. We are subject to class action lawsuits and other litigation alleging, among other things, that we made improper or inadequate disclosures in connection with the sale of annuity products or charged excessive or impermissible fees on these products, recommended unsuitable products to customers, mishandled customer accounts or breached fiduciary duties to customers. We are also subject to litigation arising out of our general business activities, such as our investments and contracts, and could be exposed to claims or litigation concerning certain business or process patents. In some of our pending legal and regulatory actions, parties are seeking large and/or indeterminate amounts, including punitive or exemplary damages.

It should be noted that the judgments, settlements and expenses associated with many of these lawsuits, administrative and regulatory matters, and contingencies, including certain claims described in this report, may, in whole or in part, after satisfaction of certain retention requirements, fall within Skandia’s indemnification obligations to Prudential Financial and its subsidiaries under the terms of the Acquisition Agreement. Those obligations of Skandia provide for indemnification of certain judgments, settlements, and costs and expenses associated with lawsuits and other claims against the Company (“matters”), and apply only to matters, or groups of related matters, for which the costs and expenses exceed $25,000 individually. Additionally, those obligations only apply to such otherwise indemnifiable costs and expenses that exceed $10 million in the aggregate, subject to reduction for insurance proceeds, certain accruals and any realized tax benefit applicable to such amounts, and those obligations do not apply to the extent that such aggregate exceeds $1 billion. We are in discussions with Skandia regarding the satisfaction of the $10 million deductible.

The foregoing discussion is limited to recent developments concerning our legal and regulatory proceedings. See Note 3 to the Unaudited Interim Financial Statements included herein for additional discussion of our litigation and regulatory matters.

You should carefully consider the risks described under “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2006. These risks could materially affect our business, results of operations or financial condition, or cause our actual results to differ materially from those expected or those expressed in any forward looking statements made by or on behalf of the Company. These risks are not exclusive, and additional risks to which we are subject include, but are not limited to, the factors mentioned under “Forward-Looking Statements” above and the risks of our businesses described elsewhere in our Annual Report on Form 10-K and this Quarterly Report on Form 10-Q.

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

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


AMERICAN SKANDIA LIFE ASSURANCE CORPORATION

By:		/s/ Kenneth Y. Tanji
		Kenneth Y. Tanji
		Executive Vice President and Chief Financial Officer
		(Principal Financial Officer and Principal Accounting Officer)


		Page Number
PART I FINANCIAL INFORMATION

Item 1.	Financial Statements:

	Unaudited Interim Statements of Financial Position As of June 30, 2007 and December 31, 2006	4

	Unaudited Interim Statements of Operations and Comprehensive Income Three Months Ended and Six Months Ended June 30, 2007 and 2006	5

	Unaudited Interim Statements of Stockholder’s Equity Six Months Ended June 30, 2007	6

	Unaudited Interim Statements of Cash Flows Six Months Ended June 30, 2007 and 2006	7

	Notes to Unaudited Interim Financial Statements	8

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

Item 4.	Controls and Procedures	15

PART II OTHER INFORMATION

Item 1.	Legal Proceedings	16

Item 1A.	Risk Factors	16

Item 6.	Exhibits	16

SIGNATURES


	June 30, 2007			December 31, 2006
ASSETS
Fixed maturities available for sale, at fair value (amortized cost – 2007: $1,032,954; 2006: $1,161,355)	$	1,031,933		$	1,174,353
Trading account assets, at fair value		16,535			18,144
Equity securities available for sale, at fair value (cost – 2007: $18,487; 2006: $18,487)		17,787			18,344
Commercial loans		40,340			40,846
Policy loans		12,421			12,638
Short-term investments		63,118			60,872
Other long-term investments		5,682			6,105

Total investments	$	1,187,816		$	1,331,302

Cash and cash equivalents		736			664
Deferred policy acquisition costs		895,097			766,277
Accrued investment income		10,322			12,456
Income taxes receivable		220,379			217,768
Valuation of business acquired		132,400			152,650
Deferred sales inducements		449,435			359,815
Receivables from parent and affiliates		73,046			94,221
Other assets		10,903			17,036
Separate account assets		39,451,640			35,608,409

TOTAL ASSETS	$	42,431,774		$	38,560,598


LIABILITIES AND STOCKHOLDER’S EQUITY

LIABILITIES
Policyholders’ account balances	$	844,093		$	993,260
Future policy benefits and other policyholder liabilities		133,107			114,854
Payables to parent and affiliates		49,115			45,667
Cash collateral for loaned securities		53,522			39,962
Securities sold under agreements to repurchase		—			—
Short-term borrowing		409,215			159,546
Long-term borrowing		330,000			405,000
Future fees payable to Prudential Annuities, Inc.		26,568			48,531
Other liabilities		266,468			268,497
Separate account liabilities		39,451,640			35,608,409

Total liabilities	$	41,563,728		$	37,683,726

Commitments and Contingent Liabilities (See Note 3)

STOCKHOLDER’S EQUITY
Common stock, $100 par value; 25,000 shares, authorized, issued and outstanding	$	2,500		$	2,500
Additional paid-in capital		221,897			334,096
Retained earnings		644,990			534,899
Accumulated other comprehensive income		(1,341	)		5,377

Total stockholder’s equity	$	868,046		$	876,872

TOTAL LIABILITIES AND STOCKHOLDER’S EQUITY	$	42,431,774		$	38,560,598


	Three Months Ended June 30,						Six Months Ended June 30,
	2007			2006			2007			2006
REVENUES

Premiums	$	8,209		$	$5,272		$	16,980		$	9,744
Policy charges and fee income		173,256			140,878			333,252			274,052
Net investment income		17,393			21,630			35,987			41,308
Realized investment (losses), net		(8,076	)		(22,289	)		(15,916	)		(36,427	)
Asset management fees		55,112			45,818			104,824			80,921
Other income		508			(108	)		782			426

Total revenues		246,402			191,201			475,909			370,024


BENEFITS AND EXPENSES

Policyholders’ benefits		22,882			18,424			46,575			38,152
Interest credited to policyholders’ account balances		23,427			17,055			44,764			34,178
General, administrative and other expenses		134,695			98,947			258,540			198,533

Total benefits and expenses		181,004			134,426			349,879			270,863

Income from operations before income taxes		65,398			56,775			126,030			99,161

Income tax expense		(813	)		2,224			7,787			7,055

NET INCOME		66,211			54,551			118,243			92,106

Change in net unrealized investment gains (losses), net of taxes (1)		(8,586	)		(1,296	)		(6,718	)		(7,045	)

COMPREHENSIVE INCOME	$	57,625		$	53,255		$	111,525		$	85,061


	Common Stock		Additional paid-in capital			Retained earnings			Accumulated other comprehensive income			Total stockholder’s equity
Balance, December 31, 2006	$	2,500	$	334,096		$	534,899		$	5,377		$	876,872
Net income							118,244						118,244
Cumulative effect of change in accounting principle, net of taxes							(8,153	)					(8,153	)
Distribution to parent		—		(112,199	)								(112,199	)
Other comprehensive income, net of taxes										(6,718	)		(6,718	)

Balance, June 30, 2007	$	2,500	$	221,897		$	644,990		$	(1,341	)	$	868,046


	Six months ended June 30, 2007			Six months ended June 30, 2006
CASH FLOWS FROM OPERATING ACTIVITIES:

Net income	$	118,244		$	92,106
Adjustments to reconcile net income to net cash provided by operating activities:
Realized investment losses, net		15,917			36,427
Amortization and depreciation		19,228			20,002
Interest credited to policyholders’ account balances		30,832			26,782
Change in:
Policy reserves		19,559			14,359
Accrued investment income		1,764			(3,985	)
Trading account assets		1,609			4,706
Net receivable from parent and affiliates		24,623			6,049
Deferred sales inducements		(93,196	)		(59,669	)
Deferred policy acquisition costs		(136,786	)		(128,028	)
Income taxes payable		7,687			8,326
Other, net		483			3,407

Cash Flows From Operating Activities	$	9,964		$	20,481


CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES:
Proceeds from the sale/maturity of fixed maturities available for sale		438,517			2,407,886
Payments for the purchase of fixed maturities available for sale		(303,370	)		(2,817,980	)
Payments for the purchase of commercial loans		—			(17,204	)
Proceeds from the repayment of commercial loans		338			—
Proceeds from the sale/maturity of policy loans		1,263			133
Payments for the issuance of policy loans		(1,046	)		(724	)
Proceeds from the sale of other long-term investments		1,419			—
Other short-term investments, net		(2,246	)		(139,115	)

Cash Flows From (Used in) Investing Activities	$	134,875		$	(567,004	)


CASH FLOWS (USED IN) FROM FINANCING ACTIVITIES:
Decrease in future fees payable to Prudential Annuities Inc, net		(21,963	)		(35,611	)
Cash collateral for loaned securities		13,560			176,158
Securities sold under agreement to repurchase		—			(7,147	)
Repayments of debt (maturities longer than 90 days)		(75,000	)		(30,000	)
Net increase in short-term borrowing		249,669			220,637
Drafts outstanding		(19,446	)		5,887
Distribution (to) parent		(112,199	)		(150,000	)
Policyholder’s account balances:
Deposits		290,304			915,162
Withdrawals		(469,692	)		(541,751	)

Cash Flows (Used in) From Financing Activities	$	(144,767	)	$	(553,335	)

Net increase in cash and cash equivalents		72			6,812
Cash and cash equivalents, beginning of period		664			3,507

CASH AND CASH EQUIVALENTS, END OF PERIOD	$	736		$	10,319

Income taxes paid (received)	$	98		$	(1,271	)

Interest paid	$	17,020		$	20,234


31.1		Section 302 Certification of the Chief Executive Officer.

31.2		Section 302 Certification of the Chief Financial Officer.

32.1		Section 906 Certification of the Chief Executive Officer.

32.2		Section 906 Certification of the Chief Financial Officer.