AMERICAN SKANDIA LIFE ASSURANCE CORP/CT
10-K, 1998-03-25
INSURANCE CARRIERS, NEC
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                    FORM 10-K

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


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


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


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


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


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


Securities registered pursuant to Section 12(b) of the Act:  NONE
Securities registered pursuant to Section 12(g) of the Act:  NONE


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

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


<PAGE>


PART I

Item 1.        Business

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

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

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

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

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

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

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



<PAGE>


Item 2.        Properties

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

Item 3.        Legal Proceedings

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

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

               None



<PAGE>


PART II

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

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



<PAGE>


Item 6.        Selected Financial Data

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

                                               FOR THE YEAR ENDED DECEMBER 31,
<S>                             <C>              <C>                <C>               <C>              <C>
                                         1997             1996             1995             1994             1993
                                         ----             ----             ----             ----             ----
     Income Statement Data:
     Revenues:
     Annuity charges and fees*    $   121,157,846   $   69,779,522   $   38,837,358   $   24,779,785   $   11,752,984
     Fee income                        27,587,231       16,419,690        6,205,719        2,111,801          938,336
     Net investment income              8,181,073        1,585,819        1,600,674        1,300,217          692,758
     Annuity premium income
       and other revenues               1,088,144          265,103           45,524           92,608          432,936
                                  ---------------   --------------   --------------   --------------   --------------


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

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

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

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


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

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

</TABLE>

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




<PAGE>


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

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

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

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

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


                              RESULTS OF OPERATIONS

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

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


<PAGE>


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

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

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


               REVENUES

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

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

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

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


               BENEFITS

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

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




<PAGE>


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

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


               EXPENSES

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

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

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

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



<PAGE>


               LIQUIDITY AND CAPITAL RESOURCES

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

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

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

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

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

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

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

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

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

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


<PAGE>


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

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

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

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


               YEAR 2000 COMPLIANCE

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

               Steps taken to date include:

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

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



<PAGE>


Item 8.        Financial Statements and Supplementary Data


                              FINANCIAL STATEMENTS

                                      INDEX
                                                                         Page(s)

               Independent Auditors' Reports                              12-13

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

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

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

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

               Notes to Consolidated Financial Statements                 18-33

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


<PAGE>







INDEPENDENT AUDITOR'S REPORT


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


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

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

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


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


February 20, 1998


<PAGE>







INDEPENDENT AUDITORS' REPORT


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


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

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

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


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


March 10, 1997

<PAGE>

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

                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
<TABLE>
<CAPTION>

<S>                                             <C>              <C>
                                                       AS OF DECEMBER 31,
                                                       1997             1996
                                                ---------------   --------------

ASSETS

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

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

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

LIABILITIES AND SHAREHOLDER'S EQUITY

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

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

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

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

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

                 See notes to consolidated financial statements.


<PAGE>

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

                      CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>


<S>                                                        <C>           <C>            <C>
                                                                 FOR THE YEAR ENDED DECEMBER 31,
                                                               1997          1996          1995
                                                           ------------  ------------   -----------
REVENUES:

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

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


BENEFITS AND EXPENSES:

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

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

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

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

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

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

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

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

</TABLE>


                 See notes to consolidated financial statements.
<PAGE>


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

                 CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY



<TABLE>
<CAPTION>

<S>                                                           <C>          <C>            <C>
                                                                  FOR THE YEAR ENDED DECEMBER 31,
                                                                1997           1996           1995
                                                            ------------   ------------   ------------

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

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

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

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

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

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

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

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

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


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

                 See notes to consolidated financial statements.


<PAGE>

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

                      CONSOLIDATED STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>


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

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

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

CASH FLOW FROM INVESTING ACTIVITIES:

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

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

CASH FLOW FROM FINANCING ACTIVITIES:

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

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

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

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

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

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

  Interest paid                                                    $    16,915,835          7,094,767            540,319
                                                                   ===============    ===============    ===============
</TABLE>

                 See notes to consolidated financial statements.
<PAGE>






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

                   Notes to Consolidated Financial Statements
                                December 31, 1997


1.       ORGANIZATION AND OPERATION

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

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

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


2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         A.  Basis of Reporting

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

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

         B.  New Accounting Pronouncements

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


<PAGE>


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

             Notes to Consolidated Financial Statements (continued)


         C.  Investments

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

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

             Policy loans are carried at their unpaid principal balances.

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

         D.  Cash Equivalents

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

         E.  State Insurance Licenses

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

         F.  Fixed Assets

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


<PAGE>


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

             Notes to Consolidated Financial Statements (continued)


         G.  Recognition of Revenue and Contract Benefits

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

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

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

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

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

         H.  Deferred Acquisition Costs

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


<PAGE>


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

             Notes to Consolidated Financial Statements (continued)


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

<S>                                                 <C>              <C>             <C>
                                                         1997            1996             1995
                                                         ----            ----             ----

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

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

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

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


         I.   Separate Accounts

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

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

         J.   Fair Values of Financial Instruments

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

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

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

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

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



<PAGE>


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

             Notes to Consolidated Financial Statements (continued)


         K.  Income Taxes

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

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


         L.  Translation of Foreign Currency

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

         M.  Estimates

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

         N.  Reinsurance

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

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




<PAGE>


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

             Notes to Consolidated Financial Statements (continued)


3.       INVESTMENTS

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

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

                                                            Held-to-Maturity
                                                            ----------------
<TABLE>
<CAPTION>

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

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

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

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

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

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

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

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

         Totals                         $106,670,899          $1,707,638           $54,869          $108,323,668
                                        ============          ==========           =======          ============
</TABLE>

<PAGE>


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

             Notes to Consolidated Financial Statements (continued)


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

<TABLE>
<CAPTION>

<S>                                                <C>            <C>              <C>                <C>
                                                        Held-to-Maturity                  Available-for-Sale
                                                        ----------------                  ------------------

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

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

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

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

                          Total                     $9,366,671      $9,411,813       $106,670,899       $108,323,668
                                                    ==========      ==========       ============       ============
</TABLE>

         Investments  in fixed  maturities as of December 31, 1996  consisted of
         the following:
<TABLE>
<CAPTION>
<S>                                  <C>                   <C>                   <C>                 <C>

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

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

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

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

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

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

</TABLE>



<PAGE>


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

             Notes to Consolidated Financial Statements (continued)

<TABLE>
<CAPTION>

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

<S>                                   <C>                  <C>                <C>                 <C>

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

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

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

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

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

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

</TABLE>

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

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

<S>                                 <C>                 <C>                  <C>                 <C>
                                                            Gross                Gross
                                                         Unrealized           Unrealized           Fair
                                       Cost                 Gains               Losses             Value
                                       ----              ----------           ----------           -----

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

         1996                        $2,638,695             $59,278           $  60,242           $2,637,731
                                     ==========             =======           =========           ==========
</TABLE>


<PAGE>


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

             Notes to Consolidated Financial Statements (continued)


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

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

         Totals                            $  87,103           $134,463          $36,774
                                           =========           ========          =======
</TABLE>


4.       NET INVESTMENT INCOME

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

<TABLE>
<CAPTION>
<S>                                                            <C>                   <C>                  <C>
                                                               1997                  1996                 1995
                                                               ----                  ----                 ----

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

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

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

         Net investment income                              $8,181,073             $1,585,819         $1,600,674
                                                            ==========             ==========         ==========
</TABLE>


5.       INCOME TAXES

         The  significant  components  of income tax  expense  (benefit)  are as
         follows:
<TABLE>
<CAPTION>

<S>                                                      <C>                    <C>                   <C>
                                                            1997                    1996                 1995
                                                            ----                    ----                 ----

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

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

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

</TABLE>

<PAGE>


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

             Notes to Consolidated Financial Statements (continued)


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

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

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

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

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

             Net deferred tax balance                               $ 26,174,369                $ 17,217,582
                                                                    ============                ============
</TABLE>

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

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

<S>                                                               <C>                 <C>                 <C>
                                                                  1997                1996                1995
                                                                  ----                ----                ----

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

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

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

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

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

</TABLE>

<PAGE>


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

             Notes to Consolidated Financial Statements (continued)


6.       RECEIVABLE FROM/PAYABLE TO AFFILIATES

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

7.        FUTURE FEES PAYABLE TO PARENT

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


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

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


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

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


<PAGE>


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

             Notes to Consolidated Financial Statements (continued)


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

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

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

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

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

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

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


<PAGE>


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

             Notes to Consolidated Financial Statements (continued)


8.       LEASES

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

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

                              Total                                $34,692,686


9.       RESTRICTED ASSETS

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


10.      RETAINED EARNINGS AND DIVIDEND RESTRICTIONS

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

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

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

11.      EMPLOYEE BENEFITS

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


<PAGE>


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

             Notes to Consolidated Financial Statements (continued)


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

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


12.      REINSURANCE

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

<TABLE>
<CAPTION>

         1997
<S>     <C>               <C>                     <C>                      <C>
                                Annuity            Change in Annuity         Return Credited
                           Charges and Fees         Policy Reserves         to Contractowners
                           ----------------        -----------------        -----------------

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


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

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

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

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

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


<PAGE>


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

             Notes to Consolidated Financial Statements (continued)


13.      SURPLUS NOTES

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

                                                          Interest for the
                                                      Years Ended December 31,
                                                      ------------------------
<S>     <C>                            <C>                 <C>          <C>               <C>               <C>
                                                           Interest
              Issue Date                 Amount              Rate           1997               1996            1995
              ----------                 ------              ----           ----               ----            ----

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

         Total                          $213,000,000                     $17,395,798        $10,087,347      $5,789,893
                                        ============                     ===========        ===========      ==========
</TABLE>


         All surplus notes mature 7 years from the issue date.

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


14.      SHORT-TERM BORROWING

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


15.      CONTRACT WITHDRAWAL PROVISIONS

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


<PAGE>


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

             Notes to Consolidated Financial Statements (continued)


16.      QUARTERLY FINANCIAL DATA (UNAUDITED)

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

                                                           Three Months Ended
                                                           ------------------
<S>                    <C>                      <C>               <C>                <C>               <C>
                       1997                       March 31           June 30          September 30       December 31
                       ----                       --------           -------          ------------       -----------

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

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

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

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

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

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

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

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

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

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

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

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


<PAGE>


PART III

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

               None


Item 10.       Directors and Executive Officers of the Registrant

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


Item 11.       Executive Compensation

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

<S>           <C>                                <C>                    <C>                          <C>
                     Name and                                             Annual                        LTIP
                 Principal Position                Year                   Salary                       Payouts
                 ------------------                ----                   ------                       -------

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

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

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

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

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

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


<PAGE>



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

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

<S>           <C>                           <C>          <C>                <C>            <C>          <C>

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

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

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

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

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

               Nathan David Kuperstock         45,000       Various                       $   562,471

</TABLE>

<PAGE>



               The following directors' compensation is shown below in 1997:

                             Jan R. Carendi                               0

                             Gordon C. Boronow                            0

                             Nancy F. Brunetti                            0

                             Malcolm M. Campbell                          0

                             Lincoln R. Collins                           0

                             C. Henrik G. Danckwardt                      0

                             Wade A. Dokken                               0

                             Thomas M. Mazzaferro                         0

                             Gunnar J. Moberg                             0

                             Anders O. Soderstrom                         0

                             Amanda C. Sutyak                             0

                             C. Ake Svensson                              0

                             Bayard F. Tracy                              0


Item 12.       Security Ownership of Certain Beneficial Owners and Management

               None


Item 13.       Certain Relationships and Related Transactions

               None


<PAGE>


PART IV

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

           (a)   Financial Information

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

                 (2)   Financial Statement Schedules                       None

            (b)  Exhibits

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

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

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

                 (9)   Voting Trust Agreement                              None

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

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

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

                 (13)  Annual Report to security holders                   None

                 (18)  Letter re change in accounting principles           None

                 (19)  Previously unfiled documents                        None

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

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

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

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

                 (99)  Additional exhibits                                 None


<PAGE>




                                   SIGNATURES


Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized on March 17, 1998.

                   AMERICAN SKANDIA LIFE ASSURANCE CORPORATION


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



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



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



Board of Directors

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

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

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

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

  *Bayard F. Tracy




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


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


<TABLE> <S> <C>

<ARTICLE>                     7
<CIK>                    881453  
<NAME>                ASLAC1296       
<MULTIPLIER>                  1       
<CURRENCY>                    U.S Dollars     
       
<S>                           <C>
<PERIOD-TYPE>                 12-MOS
<FISCAL-YEAR-END>             DEC-31-1997
<PERIOD-START>                JAN-1-1997      
<PERIOD-END>                  DEC-31-1997
<EXCHANGE-RATE>               1
<DEBT-HELD-FOR-SALE>                108,323,668
<DEBT-CARRYING-VALUE>               117,690,339
<DEBT-MARKET-VALUE>                 117,735,481
<EQUITIES>                            6,710,851
<MORTGAGE>                                    0
<REAL-ESTATE>                                 0
<TOTAL-INVEST>                      125,088,457
<CASH>                               81,974,204
<RECOVER-REINSURE>                    3,120,221
<DEFERRED-ACQUISITION>              628,051,995
<TOTAL-ASSETS>                   12,972,416,108  <F1>
<POLICY-LOSSES>                      67,619,442
<UNEARNED-PREMIUMS>                           0
<POLICY-OTHER>                                0
<POLICY-HOLDER-FUNDS>                         0
<NOTES-PAYABLE>                     213,000,000
                         0
                                   0
<COMMON>                              2,000,000
<OTHER-SE>                          182,421,044
<TOTAL-LIABILITY-AND-EQUITY>     12,972,416,108  <F2>
                              920,042
<INVESTMENT-INCOME>                   8,181,073
<INVESTMENT-GAINS>                       87,103
<OTHER-INCOME>                      148,826,076     <F3>
<BENEFITS>                            4,596,607
<UNDERWRITING-AMORTIZATION>          52,524,520
<UNDERWRITING-OTHER>                 37,972,432
<INCOME-PRETAX>                      38,025,279
<INCOME-TAX>                         10,477,746
<INCOME-CONTINUING>                           0
<DISCONTINUED>                                0
<EXTRAORDINARY>                               0
<CHANGES>                                     0
<NET-INCOME>                         27,547,533
<EPS-PRIMARY>                                 0
<EPS-DILUTED>                                 0
<RESERVE-OPEN>                                0
<PROVISION-CURRENT>                           0
<PROVISION-PRIOR>                             0
<PAYMENTS-CURRENT>                            0
<PAYMENTS-PRIOR>                              0
<RESERVE-CLOSE>                               0
<CUMULATIVE-DEFICIENCY>                       0
        

<FN>
<F1> Included in Total Assets are Assets Held in Separate Accounts 
     of $12,095,163.
<F2> Included in Total Liabilities and Equity are Liabilities Related to
     Separate Accounts of $12,095,163,569.
<F3> Other income includes annuity charges and fees of $121,157,846  and 
     fee income of $27,587,231.
</FN>


</TABLE>


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