PRUDENTIAL VARIABLE CONTRACT ACCOUNT GI-2, S-6EL24/A, 1996-08-22

PRUDENTIAL VARIABLE CONTRACT ACCOUNT GI-2
S-6EL24/A, 1996-08-22

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Registration No. 333-01031
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

------------

PRE-EFFECTIVE

AMENDMENT NO. 1

FORM S-6

FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933
OF SECURITIES OF UNIT INVESTMENT TRUSTS REGISTERED
ON FORM N-8B-2

------------

THE PRUDENTIAL VARIABLE CONTRACT ACCOUNT GI-2
(Exact Name of Trust)

THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
(Name of Depositor)

Prudential Plaza
Newark, New Jersey 07102-3777
(201) 802-6000
(Address and telephone number of principal executive offices)

------------

C. Christopher Sprague

Assistant General Counsel
The Prudential Insurance Company of America
213 Washington Street
Newark, New Jersey 07102-2992
(Name and address of agent for service)

Copy to:

Jeffrey C. Martin
Shea & Gardner
1800 Massachusetts Avenue, N.W.
Washington, D.C. 20036

------------

Group Variable Universal Life Insurance Certificates. The Registrant hereby
elects to register an indefinite amount of securities pursuant to Rule 24f-2
under the Investment Company Act of 1940. The required fee of $500 was submitted
with the initial filing of this registration statement.

Approximate date of proposed public offering. As soon as practicable after
the effective date of the Registration Statement.

The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.

------------

This filing is being made pursuant to Rules 6c-3 and 6e-3(T) under the
Investment Company Act of 1940.

------------

Registrant elects to be governed by Rule 6e-3(T)(b)(13)(i)(B) under the
Investment Company Act of 1940 with respect to the Certificates described in the
prospectus.

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<PAGE>

CROSS REFERENCE SHEET
[as required by Form N-8B-2]

N-8B Item Number Location
- ---------------- --------
1. Cover Page

2. Cover Page

3. Not Applicable

4. Sale of the Contract and Sales Communications

5. The Prudential Variable Contract Account GI-2

6. The Prudential Variable Contract Account GI-2

7. Not Applicable

8. Not Applicable

9. Litigation

10. Brief Description of the Group Contract and
Certificates; Issuance of a Certificate; Short-Term
Cancellation or "Free Look"; Procedures; Premiums;
Allocation of Premiums; Transfers; Dollar Cost
Averaging; Death Benefits; Changes in Face Amount;
Cash Surrender Value; Full Surrenders; Partial
Withdrawals; Loans; Lapse; Termination of the
Contractholder's Participation in Group Contracts;
Participants Who Are No Longer Eligible Group
Members; Options on Termination of Coverage; When
Proceeds are Paid; Voting Rights; Substitution of
Fund Shares; Additional Insurance Benefits

11. Brief Description of the Group Contract and
Certificate; The Prudential Variable Contract
Account GI-2; The Funds.

12. Cover Page; Brief Description of the Group
Contract and Certificate; The Funds; Sale of the
Contract and Sales Communications

<PAGE>

- 2 -

N-8B Item Number Location
- ---------------- --------
13. Brief Description of the Group Contract and
Certificate; Premiums; Reduction of Charges; Sale
of the Contract and Sales Communications

14. Brief Description of the Group Contract and
Certificate; Issuance of a Certificate; Procedures

15. Brief Description of the Group Contract and
Certificate; Procedures; Allocation of Premiums;
Transfers;

16. Brief Description of the Group Contract and
Certificate; Detailed Information About the
Variable Universal Life Insurance Certificates

17. Death Benefits; Full Surrenders; Partial
Withdrawals; Loans; When Proceeds are Paid

18. The Prudential Variable Contract Account GI-2; The
Funds

19. Reports

20. Not Applicable

21. Loans

22. Not Applicable

23. Not Applicable

24. Incontestability; Misstatement of Age; Suicide
Exclusion; Assignment

25. The Prudential Insurance Company of America

26. The Funds; Charges and Expenses

27. General Information About The Prudential; The
Prudential Variable Contract Account GI-2 and the
Variable Investments Under the Certificates

28. The Prudential Insurance Company of America;
Directors and Officers

<PAGE>

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N-8B Item Number Location
- ---------------- --------
29. The Prudential Insurance Company of America

30. Not Applicable

31. Not Applicable

32. Not Applicable

33. Not Applicable

34. Not Applicable

35. The Prudential Insurance Company of America

36. Not Applicable

37. Not Applicable

38. Sale of the Contract and Sales Communications

39. Sale of the Contract and Sales Communications

40. Not Applicable

41. Sale of the Contract and Sales Communications

42. Not Applicable

43. Not Applicable

44. Brief Description of the Group Contract and
Certificate; The Funds; Premiums; Cash Surrender
Value

45. Not Applicable

46. Brief Description of the Group Contract and
Certificate; The Prudential Variable Contract
Account GI-2; The Funds; Death Benefits; Full
Surrenders; Partial Withdrawals

47. The Prudential Variable Contract Account GI-2; The
Funds

<PAGE>

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N-8B Item Number Location
- ---------------- --------
48. Not Applicable

49. Not Applicable

50. Not Applicable

51. Brief Description of the Group Contract and
Certificates; Detailed Information About the
Variable Universal Life Insurance Certificates

52. Substitution of Series Fund Shares

53. Tax Treatment of Certificate Benefits

54. Not Applicable

55. Not Applicable

56. Not Applicable

57. Not Applicable

58. Not Applicable

59. Financial Statements; Consolidated Financial
Statements of The Prudential Insurance Company of
America and Subsidiaries

<PAGE>

PART I

INFORMATION REQUIRED IN PROSPECTUS

<PAGE>

PROSPECTUS

August __, 1996

The Prudential Insurance Company of America

The Prudential Variable Contract Account GI-2

GROUP VARIABLE UNIVERSAL LIFE INSURANCE CONTRACTS

This prospectus describes group variable universal life insurance contracts
offered by The Prudential Insurance Company of America ("Prudential") which are
designed for use in group-sponsored insurance programs.

Each group member who elects to obtain coverage under the Group Contract
("Participant") will receive a Certificate describing the coverage. Certain
Group Contracts may also permit a Participant to apply for separate insurance
coverage for his or her dependents.

<PAGE>

- 2 -

The Group Contracts and Certificates provide life insurance protection with
flexible premium payments and a choice of underlying investment options. The
Death Benefit and Cash Surrender Value of a Certificate will vary daily with the
performance of the investment options selected, but the Death Benefit will not
be less than the Face Amount of the Certificate. Subject to certain requirements
and limitations, surrenders, partial withdrawals and loans are available.

Prudential currently is offering twelve variable investment options to
Group Contractholders, each of which corresponds to a Subaccount of The
Prudential Variable Contract Account GI-2 (the "Separate Account"). The assets
of each Subaccount of the Separate Account will be invested in a corresponding
portfolio of The Prudential Series Fund, Inc. ("Series Fund") or certain other
mutual fund portfolios available to insurance separate accounts (collectively,
the "Funds"). The Series Fund portfolios in which the Separate Account invests
are: Flexible Managed Portfolio, Equity Portfolio, Equity Income Portfolio,
Prudential Jennison Portfolio, Global Portfolio, Diversified Bond Portfolio,
Money Market Portfolio and Stock Index Portfolio. (Other portfolios described in
the Series Fund prospectus are not available in connection with these
contracts). The other mutual fund portfolios in which the Separate Account
invests are: Janus Aspen Series Growth Portfolio, T. Rowe Price International
Stock Portfolio, TCI Value Portfolio, and Warburg Pincus Trust Post Venture
Capital Portfolio. The accompanying prospectuses for

<PAGE>

- 3 -

each of the Funds describes the investment objectives and policies, and the
risks, of investing in these twelve portfolios. Participants will also have the
option of allocating all or a portion of Net Premiums to the Fixed Account, an
investment option under which Prudential guarantees an effective annual interest
rate of at least 4%.

REPLACING EXISTING INSURANCE WITH A CERTIFICATE DESCRIBED IN THE PROSPECTUS
MAY NOT BE TO YOUR ADVANTAGE. MOREOVER, IF YOU CURRENTLY OWN A LIFE INSURANCE
CONTRACT OR CERTIFICATE, THE BENEFITS AND COSTS OF PURCHASING ADDITIONAL LIFE
INSURANCE UNDER THE EXISTING POLICY SHOULD BE COMPARED WITH THE BENEFITS AND
COSTS OF PURCHASING THE CERTIFICATE DESCRIBED IN THIS PROSPECTUS. IN MAKING THIS
COMPARISON, YOU SHOULD CONSULT WITH QUALIFIED TAX AND FINANCIAL PLANNING
ADVISORS.

PLEASE READ THIS PROSPECTUS AND KEEP IT FOR FUTURE REFERENCE. IT IS
ACCOMPANIED BY A CURRENT PROSPECTUS FOR EACH OF THE FUNDS. EACH OF THESE
PROSPECTUSES SHOULD BE READ CAREFULLY AND RETAINED FOR FUTURE REFERENCE.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.

<PAGE>

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The Prudential Insurance Company of America

56 Livingston Avenue
Roseland, New Jersey 07068
Telephone __________
[DATE]

END COVER

<PAGE>

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TABLE OF CONTENTS

Page
----
BRIEF DESCRIPTION OF THE GROUP CONTRACT AND
CERTIFICATES ........................................................... 9

HYPOTHETICAL ILLUSTRATIONS OF DEATH BENEFITS
AND CASH SURRENDER VALUES .............................................. 18

GENERAL INFORMATION ABOUT PRUDENTIAL, THE
PRUDENTIAL VARIABLE CONTRACT ACCOUNT GI-2, AND
THE VARIABLE INVESTMENT OPTIONS AVAILABLE UNDER
THE CERTIFICATES ....................................................... 24

The Prudential Insurance Company of America ............................ 24

The Prudential Variable Contract Account GI-2 .......................... 24

The Funds .............................................................. 26

The Fixed Account ...................................................... 37

DETAILED INFORMATION ABOUT THE VARIABLE UNIVERSAL
LIFE INSURANCE CERTIFICATES ............................................ 38

Issuance of a Certificate .............................................. 38

Short-Term Cancellation Right or "Free Look" ........................... 40

Procedures ............................................................. 40

Premiums ............................................................... 41

Effective Date of Insurance ............................................ 43

Allocation of Premiums ................................................. 43

1. Before Certificate Date ............................................. 43

2. After Certificate Date .............................................. 44

3. Changing Premium Allocations ........................................ 44

Transfers .............................................................. 45

Dollar Cost Averaging ............................................... 46

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Page
----
Death Benefits ......................................................... 48

Changes in Face Amount ................................................. 50

Charges and Expenses ................................................... 51

A. Charges Deducted from Premiums ..................................... 52

1. Charges for Taxes Attributable to Premiums ...................... 52

2. Processing Fee .................................................. 52

3. Sales Charge .................................................... 53

B. Monthly Certificate Fund Charges ................................... 53

1. Cost of Insurance ............................................... 53

2. Charge for Additional Insurance Benefits ........................ 55

3. Administrative Charge ........................................... 56

4. Other Taxes ..................................................... 56

C. Daily Deduction From the Certificate Fund .......................... 56

D. Transaction Charges ................................................ 57

E. Expenses Incurred by the Funds ..................................... 57

Reduction of Charges ................................................... 58

Dividends/Experience Credits ........................................... 58

Cash Surrender Value ................................................... 59

Full Surrenders ........................................................ 60

Partial Withdrawals .................................................... 61

Loans .................................................................. 62

Telephone and Electronic Transactions .................................. 65

Lapse .................................................................. 65

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Page
----
Termination of the Contractholder's
Participation in Group Contracts .................................... 67

Participants Who Are No Longer Eligible Group Members .................. 68

Options on Termination of Coverage ..................................... 69

1. Conversion .......................................................... 70

2. Paid-Up Insurance ................................................... 71

3. Payment of Cash Surrender Value ..................................... 72

Tax Treatment of Certificate Benefits .................................. 72

Treatment as Life Insurance ......................................... 73

Pre-Death Distributions ............................................. 75

Withholding ......................................................... 79

Other Tax Considerations ............................................ 79

When Proceeds Are Paid ................................................. 80

Beneficiary ............................................................ 81

Incontestability ....................................................... 81

Misstatement of Age .................................................... 82

Suicide Exclusion ...................................................... 82

Assignment ............................................................. 82

Voting Rights .......................................................... 83

Substitution of Fund Shares ............................................ 85

Additional Insurance Benefits .......................................... 86

Accelerated Death Benefit ........................................... 86

Accidental Death and Dismemberment Benefit .......................... 88

Extended Death Protection During Total Disability ................... 88

Dependent Life Benefits ............................................. 89

<PAGE>

- 8 -

Page
----
Reports ............................................................... 89

Sale of the Contract and Sales Communications ......................... 89

Ratings and Advertisements ............................................ 91

Payments to Third-Party Administrators and
Associations Sponsoring Participation in the Contracts .............. 91

State Regulation ...................................................... 91

Experts ............................................................... 92

Litigation ............................................................ 93

Additional Information ................................................ 93

DEFINITIONS OF SPECIAL TERMS USED IN THIS PROSPECTUS ..................... 93

DIRECTORS AND OFFICERS ................................................... 100

Directors of Prudential ............................................... 100

Other Executive Officers Who Are Not Directors ........................ 104

FINANCIAL STATEMENTS ..................................................... 106

CONSOLIDATED FINANCIAL STATEMENTS OF THE PRUDENTIAL
INSURANCE COMPANY OF AMERICA AND SUBSIDIARIES .........................

<PAGE>

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BRIEF DESCRIPTION OF THE GROUP CONTRACT AND CERTIFICATES

The following section provides brief answers to some common questions about
the more significant features of the contracts and Certificates. More detailed
information is provided in the subsequent sections of this prospectus and in the
Group Contract and Certificate themselves.

WHAT IS A GROUP VARIABLE UNIVERSAL LIFE INSURANCE CONTRACT?

It is an insurance contract issued by Prudential to an employer or other
sponsoring organization that sets forth the terms under which eligible members
of the group can obtain life insurance protection for themselves and, under some
Group Contracts, their dependents as well. Group members who obtain such
insurance ("Participants") receive a Certificate describing their coverage.
Certificates will provide for a Death Benefit and a Cash Surrender Value. Both
the Death Benefit and the Cash Surrender Value of a Certificate will vary daily
with the performance of the investment options chosen by the Participant.

HOW IS THE DEATH BENEFIT UNDER A CERTIFICATE COMPUTED?

A Participant will choose a Face Amount of insurance for his or her
Certificate, within certain limits. The Death Benefit will generally be that
Face Amount plus the value of the

<PAGE>

- 10 -

Participant's Certificate Fund as of the date of death. The Certificate Fund
initially consists of the Net Premiums (after deduction of applicable charges)
invested in the investment options chosen by the Participant. The value of the
Certificate Fund will vary daily to reflect the investment performance of the
selected option(s) and the deduction of charges by Prudential. Under certain
circumstances, the Death Benefit will be increased above the value of the Face
Amount plus the Certificate Fund to assure that the Certificate continues to
meet the definition of "life insurance" under the Internal Revenue Code. Any
Death Benefit otherwise payable will be reduced by any Certificate Debt or
unpaid charges. See DEATH BENEFITS, p. 48.

HOW IS THE CASH SURRENDER VALUE OF A CERTIFICATE COMPUTED?

The Cash Surrender Value of a Certificate as of any date is equal to the
value of the Certificate Fund as of that date, reduced by any Certificate Debt
and a processing fee of no more than $20. See CASH SURRENDER VALUE, p. 59.

WHAT PREMIUMS MUST BE PAID?

A Participant generally has flexibility to select the frequency and amount
of premium payments, and the insurance will remain in force so long as the
balance in the Certificate Fund is sufficient to pay the monthly charges under
the Certificate.

<PAGE>

- 11 -

There may be an initial minimum premium required to enroll as a Participant. If
the balance in the Certificate Fund is not sufficient to pay any month's
charges, and the Participant fails to make premium payments sufficient to bring
the balance above this minimum amount during a grace period, the Participant's
insurance will lapse. See PREMIUMS, p. 41.

Some contracts may provide that if a Participant pays certain specified
premiums during the first two Certificate Years, the Certificate will not lapse
even if the Certificate Fund balance is insufficient to pay monthly charges. See
LAPSE, p. 65.

WHAT INVESTMENT OPTIONS ARE AVAILABLE?

Currently, there are a maximum of thirteen investment options available.
Twelve are Subaccounts of the Separate Account; each invests in the shares of a
corresponding portfolio of a mutual fund. For more information about the Funds
and the different investment objectives of the Fund portfolios available under
these Group Contracts, see THE FUNDS, p. 26, and the accompanying prospectus for
each Fund. The thirteenth option is a fixed-rate option under which interest is
credited at rates declared periodically by Prudential. See THE FIXED ACCOUNT,
p. 37.

<PAGE>

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DO CERTIFICATES PROVIDE PARTICIPANTS WITH CHOICE AND FLEXIBILITY
IN ADDRESSING A RANGE OF DIFFERENT INSURANCE PROTECTION AND
INVESTMENT OBJECTIVES?

Yes. Because the Cash Surrender Value of a Participant's insurance will
vary with the investment experience of the investment options, a Certificate
under the Group Contract offers an opportunity for the Cash Surrender Value to
appreciate more rapidly than it would under comparable insurance without
variable investment options. It is also possible, however, for the Cash
Surrender Value to decrease in value if the investment experience of the
selected investment option(s) is unfavorable. The variable investment options
vary in their risks, and Participants can choose to direct the amounts in their
Certificate Fund to more aggressive or more conservative variable investment
options as their personal circumstances may dictate over time.

Participants who prefer to avoid or reduce the risks involved in any of the
variable options may elect to allocate all or a portion of Net Premiums to the
other investment option, the Fixed Account. Prudential guarantees that the part
of the Certificate Fund allocated to this option will accrue interest daily at a
rate that Prudential declares periodically. Although this rate will change from
time to time, it may not be less than an effective annual rate of 4%. See THE
FIXED ACCOUNT p. 37.

<PAGE>

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In short, the Certificate's investment options and premium flexibility can
be used to meet the changing needs of Participants over time.

WHAT CHARGES ARE MADE?

Prudential deducts certain charges from each premium payment and from the
amounts held in the designated investment option(s). All of these charges, which
are designed to compensate us for insurance costs and risks, as well as cover
our expenses, are fully described under CHARGES AND EXPENSES, p. 51. The
following diagram briefly outlines the charges that may be made:

<PAGE>

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================================================================================
Premium Payment
================================================================================
|
|
======================================
less the sum of

o1) a charge (currently 2.5%) for
taxes attributable to premium
payments

o2) a processing fee of up to $2,
which may be reduced or waived
under certain circumstances

o3) a sales charge of up
to 3 1/2%, which may be reduced
or waived under certain
circumstances
======================================
|
|
================================================================================
Net Premium Amount

o To be invested in one or a combination of the investment portfolio
options available to the Participant.

================================================================================
|
|
================================================================================
Daily Charges

o A daily charge is deducted from the assets of the Subaccounts of the
Separate Account for mortality and expense risks. The current daily
charge is equivalent to an annual effective rate of .45%. The charge
is guaranteed not to exceed an annual effective rate of .90%.

o Management fees and expenses are deducted from the assets of the
Funds. In 1995, the total expenses (after expense reimbursement) of
the Funds ranged from .38% to 1.40% of their average net assets. See
pp. 32-33.
================================================================================

<PAGE>

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================================================================================
Monthly Charges

o An administrative expense charge may be deducted each month from the
Certificate Fund. The charge is currently up to $4 per month and is
guaranteed not to exceed $6 per month.

o A charge for the cost of insurance is deducted from the
Certificate Fund.

o Charges for any additional insurance benefits not already taken into
account in the cost of insurance charge are deducted from the
Certificate Fund.

================================================================================
|
|
================================================================================
Possible Additional Charges

o For each surrender or partial withdrawal, there is an administrative
processing charge of the lesser of $20 or 2% of the amount
surrendered or withdrawn.

o An administrative processing charge of up to $20 may be made in
connection with each loan or additional statement request.

o No charge is currently assessed in connection with transfers, but
certain Group Contracts may reserve the right to assess a charge of
up to $20 for each transfer after the twelfth with respect to the
same Certificate in the same Certificate Year.

o No charge is currently made for any other taxes imposed upon the
operations of the Separate Account, but Prudential reserves the right
to impose such a charge.
================================================================================

WHAT WITHDRAWAL OR LOAN RIGHTS DO PARTICIPANTS HAVE?

At any time that a Certificate is in effect, a Participant may elect to
surrender his or her insurance and receive its Cash Surrender Value. A
Participant may also request a partial

<PAGE>

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withdrawal from the Certificate Fund. See FULL SURRENDER, p. 60, and PARTIAL
WITHDRAWALS, p.61.

A Participant may borrow (before any applicable transaction charge) a total
amount up to the Loan Value of his or her Certificate. The Loan Value of a
Certificate at any time is determined by multiplying the Certificate Fund by 85%
(or higher where required by state law) and then subtracting any existing loan
with accrued interest and the amount of the next month's charges. When a loan is
taken, an amount equal to the loan is transferred from the investment options to
a Loan Account that remains part of the Certificate Fund. This Loan Account
earns interest at an annual rate that is generally 1.0% less than the interest
charged on the loan. Any outstanding Certificate Debt will be deducted from
proceeds payable at the Covered Person's death or upon surrender. See LOANS,
p. 62.

HOW IS A PARTICIPANT'S INSURANCE AFFECTED IF HE OR SHE IS NO
LONGER A MEMBER OF THE GROUP?

Depending on the terms of any particular Group Contract, a Participant who
is no longer included in the group of eligible members may be able to elect to
continue the insurance provided by the Group Contract on a Portable basis.
Certificates continued on a Portable basis may be subject to higher charges. He
or she may also surrender the insurance for its Cash Surrender Value, elect to
use the Cash Surrender

<PAGE>

- 17 -

Value of the insurance to purchase paid-up insurance, or convert the insurance
to an individual life insurance policy. See OPTIONS ON TERMINATION OF COVERAGE,
p. 69.

WHAT IS THE FEDERAL INCOME TAX STATUS OF AMOUNTS RECEIVED
UNDER A CERTIFICATE?

Variable life insurance contracts such as those offered by this Prospectus
receive the same federal income taxation treatment as conventional fixed benefit
life insurance. This means, first, that any Death Benefit paid would generally
be excluded from the gross income of the beneficiary. Second, any annual
increases in the value of the Certificate Fund, whether from income or capital
appreciation, would not be included in the taxable income of a Participant.
Third, assuming that premiums are not paid above levels that would make a
Certificate a "modified endowment contract" as defined in the Internal Revenue
Code, pre-death distributions, whether in the form of surrenders or partial
withdrawals, would be treated first as a return of the Participant's investment
in the Certificate and then as a distribution of taxable income, and loans would
not be treated as distributions at the time the loan was made. See TAX TREATMENT
OF CERTIFICATE BENEFITS, p. 72.

<PAGE>

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HYPOTHETICAL ILLUSTRATIONS OF
DEATH BENEFITS AND CASH SURRENDER VALUES

The two illustrations that follow show how the Death Benefit and Cash
Surrender Value change with the investment experience of the Separate Account.
They are not projections of values; they are intended to show how a Certificate
works. They are "hypothetical" because they are based upon several assumptions,
as described below. Both illustrations assume that a Certificate with a Face
Amount of $100,000 has been bought by a 40-year old group member. The
illustrations assume that a premium of $1,200 is paid at issuance and annually
on each Certificate Anniversary. They also assume that a charge of 2.5% is
deducted from premiums for taxes attributable to premiums, and that no charges
are currently made against the Separate Account for federal or state taxes.

The first illustration assumes that current sales, cost of insurance,
mortality and expense risk and administrative charges will continue for the
indefinite future. It assumes that the Covered Person is in a risk class that
has current standardized cost of insurance charges equal to rates equal to Table
I under Section 79 of the Internal Revenue Code. It assumes a monthly
administrative charge of $2, which applies to Certificates that do not involve
any direct billing by Prudential. See ADMINISTRATIVE CHARGE, p. 56.

<PAGE>

- 19 -

The second illustration is based upon the same assumptions except it is
assumed that the maximum sales, cost of insurance, mortality and expense risk
and administrative charges permitted by the particular Certificate have been
made throughout the life of the Certificate. It assumes that the Covered Person
is in a risk class that has maximum guaranteed cost of insurance charges equal
to the maximum rates that could be charged, which are 100% of the 1980
Commissioner's Extended Term Mortality Table (Male), Age Last Birthday (the
"1980 CET Table").

Although Prudential may under some Contracts pay dividends or experience
credits to Group Contractholders, who may distribute those dividends to
Participants in the Group Contract, neither table reflects dividends or
experience credits. See DIVIDENDS/EXPERIENCE CREDITS, p. 58.

Another assumption is that the Certificate Fund has been invested in equal
amounts in each of the twelve available portfolios of the Funds. Finally, there
are four assumptions, shown separately, about the average investment performance
of the portfolios. The first is that there will be a uniform zero percent gross
rate of return, that is, that the average value of the Certificate Fund will
uniformly be adversely affected by very unfavorable investment performance. The
other three assumptions are that investment performance will be at a uniform
gross annual rate of 4%, 8% and 12%. These, of course, are merely assumptions,
and actual returns will fluctuate from year to year.

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Nevertheless, these tables help show how Certificate Funds will change with
investment experience.

The first column in the following illustrations shows the contract year.
The second column, to provide context, shows what the aggregate amount would be
if the assumed premiums had been invested in a savings account paying 4%
compounded interest. Of course, if that were done, there would be no life
insurance protection. The next four columns show the Death Benefit payable in
each of the years shown for the four different assumed investment returns. Note
that a gross return (as well as the net return) is shown at the top of each
column. The gross return represents the combined effect of income and capital
appreciation of the portfolios before any reduction is made for investment
advisory fees or other Fund expenses. The net return reflects an average total
annual expense ratio of the twelve portfolios of 0.74%, and the daily deduction
from the Certificate Fund of 0.45% per year for the first table, which is based
on current charges, and 0.90% for the second table, which is based on maximum
charges. Thus, assuming maximum charges, gross returns of 0%, 4%, 8% and 12% are
the equivalent of net returns of (-1.64%), 2.36%, 6.36%, and 10.36%
respectively. The Death Benefits and Cash Surrender Values shown reflect the
deduction of all expenses and charges both for the Subaccounts and under the
Certificate.

The amounts shown assume that there is no loan or partial withdrawal.

<PAGE>

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Upon request, Prudential will provide comparable hypothetical illustrations
for a Certificate reflecting the proposed Covered Person's age, risk class,
proposed Face Amount of insurance, and proposed premium payments.

<PAGE>

ILLUSTRATIONS

GROUP VARIABLE UNIVERSAL LIFE INSURANCE CERTIFICATE
SPECIFIED FACE AMOUNT: $100,000
ISSUE AGE 40
ASSUME PAYMENT OF $1,200 ANNUAL PREMIUMS FOR ALL YEARS
USING CURRENT CHARGES

Death Benefit (1) Cash Surrender Value (1)
--------------------------------------- ---------------------------------------------------
Assuming Hypothetical Gross (and Net) Assuming Hypothetical Gross (and Net)
Annual Investment Return of Annual Investment Return of
End of Premiums --------------------------------------- ---------------------------------------------------
Certificate Accumulated 0% Gross 4% Gross 8% Gross 12% Gross 0% Gross 4% Gross 8% Gross 12% Gross
Year at 4% per year (-1.19% Net) (2.81% Net) (6.81% Net) (10.81% Net) (-1.19% Net) (2.81% Net) (6.81% Net) (10.81% Net)
---- -------------- ------------ ----------- ----------- ------------ ------------ ----------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>

1 $ 1,248 $100,906 $100,947 $100,988 $101,030 $ 888 $ 929 $ 970 $ 1,011
2 2,546 101,801 101,921 102,044 102,171 1,781 1,901 2,024 2,151
3 3,896 102,685 102,922 103,172 103,436 2,665 2,902 3,152 3,416
4 5,300 103,559 103,951 104,376 104,837 3,539 3,931 4,356 4,817
5 6,760 104,422 105,009 105,663 106,390 4,402 4,989 5,643 6,370
6 8,278 105,132 105,951 106,888 107,959 5,112 5,931 6,868 7,939
7 9,857 105,834 106,919 108,196 109,697 5,814 6,899 8,176 9,677
8 11,499 106,527 107,914 109,593 111,622 6,507 7,894 9,573 11,602
9 13,207 107,212 108,937 111,086 113,756 7,192 8,917 11,066 13,736
10 14,984 107,889 109,989 112,680 116,121 7,869 9,969 12,660 16,101
15 24,989 110,048 114,486 121,081 130,883 10,028 14,466 21,061 30,863
20 37,163 110,510 117,910 130,836 153,418 10,490 17,890 30,816 53,398
25(age 65) 51,974 108,500 119,138 141,403 187,761 8,480 19,118 41,383 87,741
30 69,994 0(2) 114,557 149,467 237,813 0(2) 14,537 49,447 137,793
35 91,918 0 0(2) 148,847 308,364 0 0(2) 48,827 208,344
40 118,592 0 0 136,879 414,220 0 0 36,859 314,200

</TABLE>

(1) Assumes no loan or partial withdrawal has been made.

(2) Zero value in cash value and death benefit indicates lapse of insurance
coverage in the absence of a sufficient additional premium payment.

THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF RETURN MAY BE MORE OR
LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS INCLUDING THE
INVESTMENT ALLOCATIONS MADE BY AN OWNER, PREVAILING INTEREST RATES, FEDERAL AND
STATE INCOME TAXES, AND RATES OF INFLATION. THE DEATH BENEFIT AND CASH SURRENDER
VALUE FOR A CERTIFICATE WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL RATE
OF RETURN AVERAGED 0%, 4%, 8%, AND 12% OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL CERTIFICATE YEARS. NO
REPRESENTATIONS CAN BE MADE BY THE PRUDENTIAL OR THE SERIES FUND THAT THESE
HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR OVER ANY PERIOD
OF TIME.

<PAGE>

ILLUSTRATIONS

GROUP VARIABLE UNIVERSAL LIFE INSURANCE CERTIFICATE
SPECIFIED FACE AMOUNT: $100,000
ISSUE AGE 40
ASSUME PAYMENT OF $1,200 ANNUAL PREMIUMS FOR ALL YEARS
USING MAXIMUM CONTRACTUAL CHARGES
<TABLE>
<CAPTION>

Death Benefit (1) Cash Surrender Value (1)
---------------------------------------------------- -------------------------------------------------
Assuming Hypothetical Gross (and Net) Assuming Hypothetical Gross (and Net)
Annual Investment Return of Annual Investment Return of
End of Premiums ---------------------------------------------------- -------------------------------------------------
Certificate Accumulated 0% Gross 4% Gross 8% Gross 12% Gross 0% Gross 4% Gross 8% Gross 12% Gross
Year at 4% per year (-1.64% Net) (2.36% Net) (6.36% Net) (10.36% Net) (-1.64% Net) (2.36% Net) (6.36% Net) (10.36% Net)
---- -------------- ------------ ----------- ----------- ------------ ------------ ----------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 $ 1,248 $100,724 $100,760 $100,797 $100,834 $ 710 $ 746 $ 782 $ 818
2 2,546 101,408 101,511 101,617 101,725 1,388 1,491 1,597 1,705
3 3,896 102,053 102,250 102,458 102,679 2,033 2,230 2,438 2,659
4 5,300 102,656 102,975 103,321 103,698 2,636 2,955 3,301 3,678
5 6,760 103,216 103,682 104,204 104,786 3,196 3,662 4,184 4,766
6 8,278 103,730 104,369 105,105 105,949 3,710 4,349 5,085 5,929
7 9,857 104,198 105,033 106,023 107,192 4,178 5,013 6,003 7,172
8 11,499 104,617 105,672 106,957 108,520 4,597 5,652 6,937 8,500
9 13,207 104,985 106,280 107,905 109,939 4,965 6,260 7,885 9,919
10 14,984 105,300 106,854 108,863 111,454 5,280 6,834 8,843 11,434
15 24,989 105,842 108,909 113,550 120,555 5,822 8,889 13,530 20,535
20 37,163 104,086 108,736 117,200 132,455 4,066 8,716 17,180 32,435
25 (age 65) 51,974 0(2) 104,732 117,988 147,351 0(2) 4,712 17,968 47,331
30 69,994 0 0(2) 112,273 164,279 0 0(2) 12,253 64,259
35 91,918 0 0 0(2) 180,153 0 0 0(2) 80,133
40 118,592 0 0 0 186,907 0 0 0 86,887
</TABLE>
(1) Assumes no loan or partial withdrawal has been made.

(2) Zero value in cash value and death benefit indicates lapse of insurance
coverage in the absence of a sufficient additional premium payment.

<PAGE>

- 24 -

GENERAL INFORMATION ABOUT PRUDENTIAL, THE PRUDENTIAL
VARIABLE CONTRACT ACCOUNT GI-2, AND THE
VARIABLE INVESTMENT OPTIONS AVAILABLE UNDER THE CERTIFICATES

THE PRUDENTIAL INSURANCE COMPANY OF AMERICA. The Prudential Insurance
Company of America ("Prudential") is a mutual insurance company, founded in 1875
under the laws of the State of New Jersey. It is licensed to sell life insurance
and annuities in all states, in the District of Columbia, and in all United
States territories and possessions. Prudential's consolidated financial
statements begin on page A-___ and should be considered only as bearing upon
Prudential's ability to meet its obligations under the Group Contracts and the
insurance provided thereunder.

THE PRUDENTIAL VARIABLE CONTRACT ACCOUNT GI-2. The Prudential Variable
Contract Account GI-2 (the "Separate Account") was established on June 24, 1988
under New Jersey law as a separate investment account. The Separate Account
meets the definition of a "Separate Account" under the federal securities laws.
The Separate Account holds assets that are segregated from all of Prudential's
other assets.

The obligations arising under the Group Contracts and the Certificates are
general corporate obligations of Prudential. Prudential is also the legal owner
of the assets in the Separate Account. Prudential will at all times maintain
assets in the

<PAGE>
- 25 -

Separate Account with a total market value at least equal to the liabilities
relating to the benefits attributable to the Separate Account. These assets may
not be charged with liabilities which arise from any other business Prudential
conducts. In addition to these assets, the Separate Account's assets may include
funds contributed by Prudential to commence operation of the Separate Account
and may include accumulations of the charges Prudential makes against the
Separate Account. From time to time these additional assets will be transferred
to Prudential's general account. Before making any such transfer, Prudential
will consider any possible adverse impact the transfer might have on the
Separate Account.

The Separate Account is registered with the Securities and Exchange
Commission ("SEC") under the Investment Company Act of 1940 ("1940 Act") as a
unit investment trust, which is a type of investment company. This does not
involve any supervision by the SEC of the management or investment policies or
practices of the Separate Account. For state law purposes, the Separate Account
is treated as a part or division of Prudential. There are currently twelve
Subaccounts within the Separate Account, each of which invests in a single
corresponding portfolio of the Funds. Prudential reserves the right to take all
actions in connection with the operation of the Separate Account that are
permitted by applicable law (including those permitted upon regulatory
approval).

<PAGE>
- 26 -

THE FUNDS.

The following is a list of each Fund, its investment objectives and its
investment adviser:

THE PRUDENTIAL SERIES FUND, INC. The eight portfolios of the Series Fund in
which the Account may currently invest are as follows:

Money Market Portfolio: The maximum current income that is consistent with
stability of capital and maintenance of liquidity through investment in
high-quality short-term debt obligations.

Diversified Bond Portfolio: A high level of income over the longer term
while providing reasonable safety of capital through investment primarily
in readily marketable intermediate and long-term fixed income securities
that provide attractive yields but do not involve substantial risk of loss
of capital through default.

Flexible Managed Portfolio: Achievement of a high total return consistent
with a portfolio having an aggressively managed mix of money market
instruments,

<PAGE>
- 27 -

fixed income securities, and common stocks, in proportions believed by the
investment manager to be appropriate for an investor desiring
diversification of investment who is willing to accept a relatively high
level of loss in an effort to achieve greater appreciation.

Stock Index Portfolio: Achievement of investment results that correspond to
the price and yield performance of publicly traded common stocks in the
aggregate by following a policy of attempting to duplicate the price and
yield performance of The Standard & Poor's 500 Composite Stock Price Index.

Equity Income Portfolio: Both current income and capital appreciation
through investment primarily in common stocks and convertible securities
that provide favorable prospects for investment income returns above those
of the Standard & Poor's 500 Composite Stock Price Index or the New York
Stock Exchange Composite Index.

Equity Portfolio: Capital appreciation through investment primarily in
common stocks of companies, including major established corporations as
well as smaller capitalization companies, that appear to offer attractive
prospects of

<PAGE>

- 28 -

price appreciation that is superior to broadly-based stock indices. Current
income, if any, is incidental.

Prudential Jennison Portfolio: Long-term growth of capital through
investment primarily in equity securities of established companies with
above-average growth prospects. Current income, if any, is incidental.

Global Portfolio: Long-term growth of capital through investment primarily
in common stock and common stock equivalents of foreign and domestic
issuers. Current income, if any, is incidental.

The other portfolios described in the accompanying Series Fund prospectus
are not available in connection with these Group Contracts.

Prudential is the investment adviser for the assets of each of the
portfolios of the Series Fund. Prudential's principal business address is
Prudential Plaza, Newark, New Jersey 07102-3777. Prudential has a Service
Agreement with its wholly-owned subsidiary The Prudential Investment Corporation
("PIC"), which provides that, subject to Prudential's supervision, PIC will
furnish investment advisory services in connection with the management of the
Series Fund. In addition, Prudential has

<PAGE>
- 29 -

entered into a Subadvisory Agreement with its wholly-owned subsidiary Jennison
Associates Capital Corp. ("Jennison"), under which Jennison furnishes
investment advisory services in connection with the management of the Prudential
Jennison Portfolio. Further detail is provided in the prospectus and statement
of additional information for the Series Fund. Prudential, PIC and Jennison are
registered as investment advisers under the Investment Advisers Act of 1940.

JANUS ASPEN SERIES

Growth Portfolio: A diversified portfolio that seeks long-term growth of
capital by investing primarily in common stocks, with an emphasis on
companies with larger market capitalizations.

Janus Capital Corporation is the investment adviser to the Growth Portfolio and
is responsible for the day-to-day management and other business affairs of the
portfolio. Janus Capital's principal business address is 100 Fillmore Street,
Denver, Colorado 80206-4923.

<PAGE>

- 30 -

T. ROWE PRICE

T. Rowe Price International Series, Inc., International Stock Portfolio:
Long-term growth of capital through investment primarily in common stocks
of established, non- U.S. companies.

Rowe Price-Fleming International, Inc. is the investment manager for the
International Stock Portfolio. Rowe Price-Fleming's principal U.S. office is
located at 100 East Pratt Street, Baltimore, Maryland 21202.

TCI PORTFOLIOS, INC.

TCI Value Portfolio: Long-term capital growth with income as a secondary
objective. The fund seeks to achieve its objectives by investing primarily
in equity securities of well-established companies with
intermediate-to-large market capitalizations that are believed by
management to be undervalued at the time of purchase.

Investors Research Corporation serves as the investment manager of TCI. Its
principal place of business is 4500 Main Street, Kansas City, Missouri 64111.

<PAGE>
- 31 -

WARBURG PINCUS TRUST

Post-Venture Capital Portfolio: Seeks long-term growth of capital by
investing primarily in equity securities of issuers in their post-venture
capital stage of development and pursues an aggressive investment strategy.

The Warburg Pincus Trust employs Warburg, Pincus Counsellors, Inc. as its
investment adviser and Abbott Capital Management, L.P. as its sub-investment
adviser with respect to a portion of the Post-Venture Capital Portfolio
allocated to private limited partnerships or other investment funds. The address
of Warburg, Pincus Counsellors is 446 Lexington Avenue, New York, New York
10017-3147. The primary business address of Abbott is 50 Rowes Wharf, Suite 240,
Boston, Massachusetts 02110-3328.

Further information about the Fund portfolios can be found in the accompanying
prospectuses for each Fund.

The investment advisers with respect to the various funds charge the Funds
daily investment management fees as compensation for their services. In addition
to the investment management fee, each portfolio incurs certain other expenses,
such as accounting and custodian fees, which affect each portfolio's overall
expense ratio. See the accompanying prospectuses for each of the Funds. The
following table shows the investment

<PAGE>
- 32 -

management fee, other expenses, and total annual expenses charged for each
available portfolio of the Funds. Annual Expenses of the Funds (as a Percentage
of Average Daily Net Assets)

Total Fund
Investment Annual Expenses
Management Other (After Expense
Fee Expenses Reimbursements)
---------- -------- ----------------
THE SERIES FUND(1)

Money Market Portfolio 0.40% 0.04% 0.44%
Diversified Bond Portfolio 0.40% 0.04% 0.44%
Flexible Managed Portfolio 0.60% 0.03% 0.63%
Stock Index Portfolio 0.35% 0.03% 0.38%
Equity Income Portfolio 0.40% 0.03% 0.43%
Equity Portfolio 0.45% 0.03% 0.48%
Prudential Jennison Portfolio 0.60% 0.19% 0.79%
Global Portfolio 0.75% 0.31% 1.06%

JANUS ASPEN SERIES(2)

Growth Portfolio 0.65% 0.13% 0.78%

T. ROWE PRICE INTERNATIONAL
SERIES, INC.(3)

International Stock Portfolio 1.05% 0.00% 1.05%

<PAGE>
- 33 -

Total Fund
Investment Annual Expenses
Management Other (After Expense
Fee Expenses Reimbursements)
---------- -------- ----------------
TCI PORTFOLIOS(4)

Value Portfolio 1.00% [ ]% [ ]%

WARBURG PINCUS TRUST(5)

Post-Venture Capital Portfolio 0.64% 0.76% 1.40%

The purpose of the foregoing table is to assist Participants in understanding
the expenses that they bear, directly or indirectly, of the Funds. The data
concerning Fund expenses (other than those of the Series Fund) have been
provided to Prudential by the Funds and have not been independently verified by
Prudential. See the accompanying prospectuses for each of the Funds.

(1) The Series Fund. With respect to the Series Fund portfolios, except for
the Global Portfolio, Prudential reimburses a portfolio when its ordinary
operating expenses, excluding taxes, interest, and brokerage commissions exceed
0.75% of the portfolio's average daily net assets. The amounts listed for the
portfolios under "Other Expenses" are based on amounts incurred in the last
fiscal year. The Prudential Jennison Portfolio commenced operations in 1995.
Consequently, the figures shown as "Other Expenses" and total expenses are based
on

<PAGE>

- 34 -

actual amounts from May 1, 1995 through May 1, 1996. It is anticipated that as
average net assets of the portfolio grow, the magnitude of "Other Expenses" will
decrease and become comparable to that of other portfolios.

(2) Janus Aspen Series. The fees and expenses for the Growth Portfolio are
based on gross expenses before expense offset arrangements for the fiscal year
ended December 31, 1995, net of fee waivers or reductions from Janus Capital.
Janus Capital has agreed to reduce the Portfolio's advisory fee to the extent
such fee exceeds the effective rate of the Janus retail fund corresponding to
such Portfolio. Janus Capital may terminate this fee reduction or any of the
expense limitations set forth herein at any time upon 90 days' notice to the
Trustees of the Janus Aspen Series. Without fee waivers or reductions, the
Management Fee, Other Expenses and Total Fund Annual Expenses would have been
0.85%, 0.13% and 0.98% respectively for the Growth Portfolio.

(3) T. Rowe Price International Series, Inc. The Investment Management Fees
include the ordinary expenses of operating the International Stock Portfolio.

(4) TCI Portfolios, Inc. The Investment Management Fees include most
expenses of operating the Value Portfolio, except brokerage, taxes, interest,
fees, and expenses of directors who

<PAGE>

- 35 -

are not "interested persons" as defined in the Investment Company Act (including
counsel fees) and extraordinary expenses. This portfolio commenced operations in
1996 and it is estimated that "Other Expenses" borne by the portfolio will
amount to ___% of average daily net assets in 1996.

(5) Warburg Pincus Trust. With respect to the Post-Venture Capital
Portfolio, absent the waiver of fees by the Fund's investment adviser and
co-administrator, the Investment Management Fee would equal 1.25%, Other
Expenses would equal 0.81%, and Total Fund Annual Expenses would equal 2.06%.
Other Expenses for the Fund are based on annualized estimates of expenses for
the fiscal year ending December 31, 1996, net of any fee waivers or expense
reimbursements. The investment adviser has undertaken to limit the Fund's Total
Fund Annual Expenses through December 31, 1996.

It is conceivable that in the future it may become disadvantageous for both
variable life insurance and variable annuity contract separate accounts to
invest in the same underlying mutual fund. Although neither the companies which
invest in the Funds nor the Funds currently foresee any such disadvantage, the
Funds' Boards of Directors intend to monitor events in order to identify any
material conflict between variable life insurance and variable annuity contract
owners and to determine what action, if any, should be taken in response

<PAGE>

- 36 -

thereto. This might force a Fund to sell securities at disadvantageous prices.
Material conflicts could result from such things as: (1) changes in state
insurance law; (2) changes in federal income tax law; (3) changes in the
investment management of any portfolio of the Funds; or (4) differences between
voting instructions given by variable life insurance and variable annuity
contract owners.

Prudential will be compensated by an affiliate of each of the Funds (other
than the portfolios of the Series Fund) based upon an annual percentage of the
average assets held in the Fund by Prudential. These percentages vary by Fund,
but do not currently exceed 0.20%, and reflect administrative and other services
provided by Prudential.

A full description of the Funds, their investment objectives, management,
policies, and restrictions, their expenses, the risks attendant to investment
therein, and all other aspects of their operations is contained in the
accompanying prospectuses for each Fund and in the related statements of
additional information, which should be read in conjunction with this
prospectus. There is no assurance that the investment objectives will be met.

<PAGE>

- 37 -

THE FIXED ACCOUNT. As explained earlier, a Participant may elect to
allocate all or part of the amount in his or her Certificate Fund to the Fixed
Account. The amount so allocated or transferred becomes part of Prudential's
general assets, commonly referred to as the general account. Subject to
applicable law, Prudential has sole discretion over the investment of the assets
of the general account, and Participants do not share in the investment
experience of those assets. Instead, Prudential guarantees that the part of the
Certificate Fund allocated to the Fixed Account will accrue interest daily at a
rate that Prudential declares periodically. This rate may not be less than an
effective annual rate of 4%, but Prudential may in its sole discretion
periodically declare a higher rate. At least annually and on request, a
Participant will be advised of the interest rate that currently applies to his
or her Certificate.

By allocating premium payments to the Fixed Account in amounts sufficient
to cover the monthly charges under a Certificate, a Participant can use the
Certificate as a way to obtain life insurance coverage, with little or no
accumulation of Cash Surrender Value. Even such a Participant retains, of
course, the option to build a Cash Surrender Value by paying larger premiums and
applying the excess amount to any of the investment options available under the
Certificate.

<PAGE>
- 38 -

Transfers from the Fixed Account are subject to strict limits. See
TRANSFERS, p. 45. The payment of any Cash Surrender Value attributable to the
Fixed Account may be delayed for up to 6 months. See WHEN PROCEEDS ARE PAID, p.
80.

Because of exemptive and exclusionary provisions, interests in the Fixed
Account have not been registered under the Securities Act of 1933 and Prudential
has not been registered as an investment company under the Investment Company
Act of 1940. Accordingly, interests in the Fixed Account are not subject to the
provisions of these Acts, and Prudential has been advised that the staff of the
Securities and Exchange Commission has not reviewed the disclosure in this
Prospectus relating to the Fixed Account. Disclosures concerning the Fixed
Account may, however, be subject to certain provisions of the federal securities
laws relating to the accuracy of statements made in a prospectus.

DETAILED INFORMATION ABOUT THE CERTIFICATES

ISSUANCE OF A CERTIFICATE. Eligible Group Members wishing to obtain
insurance coverage through the Group Contract must complete the appropriate
application and undergo any required medical underwriting, including in some
cases a medical examination. If the application is accepted, Prudential will

<PAGE>

- 39 -

issue a Certificate to that individual (the "Participant") which will describe
the rights, benefits, coverage, and obligations with respect to the coverage.
The minimum Face Amount for a Certificate is $10,000. The maximum age at which a
Certificate may initially be issued is generally 74. The maximum age beyond
which a person may no longer be covered under a Certificate is 100. At age 100,
the Participant may elect to receive the Cash Surrender Value of the Certificate
or may elect to purchase Paid-Up Insurance. Prudential believes a cash
distribution upon termination of coverage will be subject to the same tax
treatment as other cash surrenders. See TAX TREATMENT OF CERTIFICATE BENEFITS,
p. 72. Particular Group Contracts may provide that coverage under a Certificate
will terminate at less than age 100. Participants should refer to their
particular Certificate and Group Contract for the details of when coverage will
terminate.

Generally, the Participant is the Covered Person under a Certificate. Some
Group Contracts, however, may permit an eligible group member who has a
Certificate naming himself or herself as the Covered Person to also apply for a
second Certificate naming his or her spouse as the Covered Person. A Separate
Certificate will be issued for such spousal coverage but, under each Certificate
the Participant and/or Assignee(s) are the only persons eligible to exercise the
rights provided under the Certificate.

<PAGE>

- 40 -

SHORT-TERM CANCELLATION RIGHT OR "FREE LOOK". Generally, a Certificate may
be returned for a refund within 30 days after it is received by the Participant,
or 45 days after mailing, whichever is earlier. Some states allow a longer
period of time during which a Certificate may be returned for a refund. A refund
can be requested by mailing or delivering the Certificate to Prudential at the
address specified in the Certificate. The Participant will then receive a refund
of all premium payments made, plus or minus any change due to investment
experience in the value of the invested portion of the premiums, calculated as
if no charges had been made against the Separate Account or the Funds. However,
if applicable state law so requires, the Participant who exercises his or her
short-term cancellation right will receive a refund of all premium payments
made, with no adjustment for investment experience. Under Group Contracts
subject to state laws that require a full return of premiums, premium payments
must be invested in the Fixed Account during the first 30 days following the
Certificate Date. Prudential also reserves the right to limit contributions
during the Free Look period.

PROCEDURES. The procedures for submitting applications, premium payments,
transfer orders, reallocations, loan or withdrawal requests or other
communications relating to the Participant's insurance will depend on the
specific terms of the particular Group Contract. Under some Group Contracts,

<PAGE>

- 41 -

communications relating to a Participant's insurance may be submitted to the
Contractholder or its agent who then passes the communications on to Prudential.
Under some Group Contracts, the Participant may communicate directly with
Prudential with respect to certain types of transactions. Each Group Contract
and the Certificates issued thereunder will set forth the applicable procedures,
so a Participant should consult those documents in determining how to submit a
payment or document, make transfers, request loans or reallocate premium
payments. In all cases, applications and other documents, payments, orders and
other communications will be deemed received by Prudential when received at the
address specified in the Certificate, not when received by the Contractholder or
any broker or administrator.

PREMIUMS. Participants will generally have flexibility in determining the
amount and timing of premium payments, although a Participant may be required to
pay an appropriate specified initial premium in order to become a Participant.
The minimum initial premium will vary by group, but will always be no more than
50% of the Guideline Annual Premium. A Certificate will remain in force so long
as the Certificate Fund is sufficient to cover monthly charges. In general, if
the Certificate Fund minus Certificate Debt on any Monthiversary is insufficient
to cover the charges for that month, then the coverage will be in default and a
grace period will begin. See LAPSE p. 65. Some Contracts may provide that if a
Participant pays certain specified premiums

<PAGE>
- 42 -

during the first two Certificate Years, the Certificate will not go into default
even if the Certificate Fund is insufficient to cover monthly charges.
Participants should refer to their particular Certificates for the details of
this default protection.

In addition to any premium paid on a routine basis, for example through
salary deduction, a Participant may make additional premium payments at any
time, subject to any applicable charges. There is no minimum amount for premiums
paid on a routine basis, but any additional premium payment must be at least
$100. Prudential reserves the right to limit the amount of such additional
premiums.

The method by which premiums will be paid will be set forth in the Group
Contract. Some Participants will make payments to the Contractholder (or its
agent), which will then remit them to Prudential as premium payments. Prudential
will then allocate premium payments it receives to individual Certificate Funds
according to the instructions received. Other Participants will make payments
directly to Prudential at the address specified in their Certificate or
authorize Prudential to receive payment using electronic funds transfers or
credit/debit cards. There may be higher monthly administrative charges when
premium payments are made directly to Prudential. See CHARGES AND EXPENSES, p.
51.

<PAGE>

- 43 -

Due to the payment of additional premiums, or investment growth, the total
amount of insurance may have to be increased for the insurance to continue to
qualify as life insurance for federal tax purposes. In addition, if a
Participant makes premium payments in excess of certain limits, the tax status
of the insurance may change to that of a "modified endowment contract" under
Section 7702A of the Internal Revenue Code, which could be significantly
disadvantageous from a tax standpoint. See TAX TREATMENT OF CERTIFICATE
BENEFITS, p. 72. Prudential reserves the right not to accept or to return any
premium payment which would cause a Participant's insurance to fail to qualify
as life insurance under applicable tax laws, or which would increase the Death
Benefit by more than it increases the Certificate Fund.

EFFECTIVE DATE OF INSURANCE. A Participant's insurance will go into effect
on the first contract Monthiversary after his or her application for
participation under the Group Contract, including underwriting, if any, is
approved. That effective date is the Certificate Date.

ALLOCATION OF PREMIUMS. 1. Before Certificate Date. All premium payments
received on or before the Certificate Date will be applied to the Certificate
Fund as of the Certificate Date, after the deduction of any applicable charges,
see CHARGES AND EXPENSES, p. 51. Under Certificates subject to a free look

<PAGE>

- 44 -

privilege not permitting adjustment for investment performance, this Net Premium
will be invested as of the Certificate Date in the Fixed Account for 30 days and
will thereafter be allocated to the investment options specified by the
Participant. Under Certificates subject to a free look privilege permitting
adjustment for investment performance, the Net Premium will be allocated as of
the Certificate Date to the investment options selected by the Participant. To
the extent that Prudential receives premiums prior to the Certificate Date,
there will be a period during which the premiums will not be invested.

2. After Certificate Date. Premiums paid after the Certificate Date will be
reduced by any applicable charges. See CHARGES AND EXPENSES, p. 51. Assuming the
Certificate has been effective for 30 days, or is subject to a free look
privilege permitting adjustment for investment performance, the entire remaining
portion of such premiums will be allocated to the investment options selected by
the Participant as of the end of the Valuation Period in which Prudential
receives such premium payments.

3. Changing Premium Allocations. If his or her insurance is not in default,
a Participant may change the way in which premiums are allocated among the
selected investment option(s). Such a change will be effective as of the end of
the Valuation Period during which Prudential received the Participant's request

<PAGE>

- 45 -

on a form approved by us. The minimum amount that a Participant may allocate to
any Subaccount or the Fixed Account is 10% and all allocations must be in whole
percentages. There is no charge for reallocating future premiums.

TRANSFERS. If his or her insurance is not in default, a Participant may
transfer amounts from one Subaccount to another Subaccount, or to the Fixed
Account. There is no limit on the number of transfers among Subaccounts or to
the Fixed Account. Prudential may, however, reserve under certain Group
Contracts the right to impose a charge of up to $20 for each transfer in a
Certificate Year after the twelfth transfer in that Certificate Year.

Transfers will take effect as of the end of the Valuation Period in which a
proper transfer request is received by Prudential on a form approved by us. The
request may be in terms of dollars, such as a request to transfer $10,000 from
one Subaccount to another, or may be in terms of a percentage reallocation among
Subaccounts. The minimum amount that may be transferred from any one investment
option is $250 or the entire balance in that investment option, whichever is
less. For transfer requests in percentage terms, as with premium reallocations,
the percentages must be in whole numbers and no allocation may be less than 10%.

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- 46 -

Transfers from the Fixed Account to the Subaccounts are currently permitted
once each Certificate Year. The amount of that transfer cannot exceed $5,000 or
25 percent of the balance in the Fixed Account, whichever is greater. Such
transfer requests will take effect as of the end of the Valuation Period in
which a proper transfer request is received by Prudential on a form approved by
us. These limits are subject to change in the future.

Dollar Cost Averaging. Some contracts may permit a Participant to elect a
Dollar Cost Averaging ("DCA") feature. DCA enables a Participant to
systematically transfer specified dollar amounts or percentages from the Money
Market Subaccount to the other Subaccounts at regular intervals. By allocating
an identified sum on a regularly scheduled basis as opposed to reallocating the
total amount at one particular time, a Participant may be less susceptible to
the impact of market fluctuations. The Participant can elect that a certain
number of transfers be made. Once the designated number of transfers has been
made, DCA will terminate.

DCA may be selected by establishing a Money Market Subaccount value of at
least $3,000. The minimum transfer amount is $250. All DCA transfers will be
made effective as of the end of the first Valuation Period following the first
of the month. Election of this arrangement may occur at any time by properly

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- 47 -

completing the DCA election form, returning it to the address specified on the
form so it is received by the tenth of the month, to be effective the following
month, and ensuring that sufficient value is in the Money Market Subaccount. Any
transfers made pursuant to DCA are not counted in determining the number of
transfers subject to the transfer charge.

DCA will terminate when any of the following occurs: (1) the number of
designated transfers has been completed; (2) the Money Market Subaccount value
is insufficient to complete the next transfer; (3) Prudential receives a written
request for termination by the tenth of the month in order to cancel the
transfer scheduled to take effect the following month; or (4) the Certificate is
lapsed, surrendered or otherwise terminated.

There is currently no charge for DCA . Prudential reserves the right to
charge for this program. Prudential does not intend to profit from any such
charge.

The main objective of DCA is to shield investments from short term price
fluctuations. Since the same dollar amount is transferred to a Subaccount with
each transfer, more Subaccount units are purchased if the Subaccount Unit Value
is low, and fewer Subaccount units are purchased if the Unit Value is high.
Therefore, a lower than average cost per unit may be achieved over the long
term. This plan of investing allows investors to

<PAGE>

- 48 -

take advantage of market fluctuations but does not assure a profit or protect
against a loss in declining markets.

DEATH BENEFITS. A Death Benefit is payable upon the death of the Covered
Person. The Death Benefit is generally the Face Amount of the Certificate, plus
the value of the Certificate Fund as of the date of death. The Death Benefit
otherwise payable will be reduced by any Certificate Debt outstanding and any
past due monthly charges. If the insurance is kept in force for several years
and/or substantial premium payments are made, the Certificate Fund may grow to a
point where it is necessary to increase the Death Benefit in order to ensure
that the insurance will satisfy the Internal Revenue Code's definition of life
insurance. In that case, the Death Benefit (before the subtraction of
Certificate Debt and unpaid charges) must, under most Group Contracts, at least
equal the following "corridor percentage" of the Certificate Fund based on the
insured's Attained Age:

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INSURED'S CORRIDOR INSURED'S CORRIDOR
ATTAINED AGE PERCENTAGE ATTAINED AGE PERCENTAGE
------------ ---------- ------------ ----------
0-40 250% 70 115%
41 243 71 113
42 236 72 111
43 229 73 109
44 222 74 107
--- -- ---

45 215 75 105
46 209 76 105
47 203 77 105
48 197 78 105
49 191 79 105
--- -- ---

50 185 80 105
51 178 81 105
52 171 82 105
53 164 83 105
54 157 84 105
--- -- ---

55 150 85 105
56 146 86 105
57 142 87 105
58 138 88 105
59 134 89 105
--- -- ---

60 130 90 105
61 128 91 104
62 126 92 103
63 124 93 102
64 122 94 101
--- -- ---

65 120 95 100
66 119 96 100
67 118 97 100
68 117 98 100
69 116 99 100
---

<PAGE>

- 50 -

Alternatively, certain Group Contracts may be issued under the cash value
accumulation test of the Internal Revenue Code. In such a case, the death
benefit under a Certificate (before the subtraction of Certificate Debt and
unpaid charges) must at least equal the Certificate Fund divided by the Net
Single Premium per dollar of insurance for the covered person's attained age.
For this purpose, Net Single Premiums are based upon the 1980 Commissioners'
Standard Ordinary Mortality Table (Male, Age Last Birthday) at 4.0% (the "1980
CSO Table").

The Death Benefit may be received in a lump sum. The Participant or the
beneficiary may arrange with Prudential for the Death Benefit to be paid in
another mode of settlement.

CHANGES IN FACE AMOUNT. Some Group Contracts may allow Participants to
elect to increase the Face Amount of their insurance at certain times. Other
Group Contracts may provide for increasing Face Amounts based on factors such as
salary increases. Additional underwriting requirements may have to be satisfied
in either case. An increase in the Face Amount will result in higher insurance
charges because the net amount at risk for Prudential will increase.

Some Group Contracts may also permit Participants to decrease the Face
Amount of their insurance at certain times. In

<PAGE>

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no event, however, may the Face Amount be decreased below $10,000 or below the
minimum amount required to maintain the insurance's status as life insurance
under the federal tax laws.

An increase or decrease in Face Amount, or the addition or removal of
certain additional insurance benefits, may create the potential for the
insurance to be treated as a modified endowment contract under the Internal
Revenue Code. This is particularly true of decreases in Face Amount during the
first seven years that insurance is in force. See TAX TREATMENT OF CERTIFICATE
BENEFITS, p. 72. In addition, a decrease in coverage may limit the amount of
premiums that a Participant may contribute in the future.

CHARGES AND EXPENSES. The maximum deductions and charges described below
will not be increased by Prudential with respect to any Certificate in effect
regardless of any changes in mortality and expense experience. Where current
charges are lower than maximum charges, Prudential reserves the right to
increase the current charges, although it has no present intention to do so.
Participants should refer to their particular Group Contract and Certificate for
further information on applicable charges.

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- 52 -

A. CHARGES DEDUCTED FROM PREMIUMS. The following charges are deducted from
premium payments before they are invested in the Separate Account or Fixed
Account.

1. CHARGES FOR TAXES ATTRIBUTABLE TO PREMIUMS. A charge for taxes
attributable to premiums is deducted from each premium payment. For these
purposes, "taxes attributable to premiums" shall include any federal, state or
local income, premium, excise, business or any other type of tax (or component
thereof) measured by or based on the amount of premium received by Prudential.
That charge is currently made up of two parts. The first part is for state and
local premium taxes and is currently equal to 2.25% of the premium received by
Prudential. The second part is for federal income taxes measured by premiums and
is currently equal to 0.25% of premiums received. Prudential believes that this
second charge is a reasonable estimate of the increased cost for premium-based
federal income taxes resulting from a 1990 change in the Internal Revenue Code.
These charges may be increased if the cost of Prudential's taxes related to
premium payments are increased.

2. PROCESSING FEE. A charge of up to $2 may be deducted from each premium
payment from a Participant to cover the costs of collecting and processing
premiums. This charge is intended to cover only costs actually incurred and is
not

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intended to generate a profit for Prudential. This charge may be reduced or
eliminated on certain contracts. See REDUCTION OF CHARGES, p. 58.

3. SALES CHARGE. A sales charge may be deducted to pay part of the costs
Prudential incurs in selling the contracts and the coverage under the contracts,
including commissions, advertising and the printing and distribution of
prospectuses and sales literature. The maximum charge is equal to 3.5% of each
premium payment. This charge may be reduced or eliminated on certain contracts.
See REDUCTION IN CHARGES, p. 58.

B. MONTHLY CERTIFICATE FUND CHARGES. The following charges are deducted
from the Certificate Fund, pro-rata from each Subaccount and the Fixed Account,
on each contract Monthiversary.

1. COST OF INSURANCE. On each contract Monthiversary, Prudential will
deduct a charge for the cost of the Participant's insurance. When a Covered
Person dies, the amount paid to the beneficiary is larger than the Certificate
Fund. The cost of insurance charges are designed to enable Prudential to pay
this larger Death Benefit. The charge is determined by multiplying the "net
amount at risk" under a Certificate (the amount by which the Certificate's Death
Benefit,

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computed as if there was no Certificate Debt, exceeds the Certificate Fund) by
the cost of insurance rate applicable to the Covered Person. The cost of
insurance rates are based on the age and rate class of the Covered Person,
mortality characteristics of the group, and particular aspects of the Group
Contract, such as the rate class structure and portability of the coverage.
Separate cost of insurance rates may apply to Certificates continued on a
Portable basis. Since the cost of insurance rate applicable under a Certificate
increases as the Covered Person ages, the monthly cost of insurance charge
deducted from the Certificate Fund will increase as the Covered Person ages and
this increased charge will be reflected in the Cash Surrender Value and Death
Benefit under a Certificate.

Under some Group Contracts, any additional insurance benefits provided may
be taken into account in determining the cost of insurance rates. The rate
classes for a particular Group Contract may include classes for smokers and
nonsmokers, active and retired Participants, Portable Certificates, and other
criteria agreed to by Prudential and the group sponsor.

The actual cost of insurance rates will be set by Prudential based on its
expectations as to future experience in mortality and total expenses (including,
in some instances, those for additional insurance benefits) and may be adjusted
periodically, based on a number of factors including the number of Certificates

<PAGE>

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in force, the number of Certificates surrendered or becoming Portable and the
actual and anticipated mortality and expense experience of the group. The
expense experience considered by Prudential in this regard includes whether a
group Contract sponsor or a party acting on the sponsor's behalf performs
administrative or other services related to the Certificates and the extent to
which the sponsor may receive compensation for its services. Any change in the
cost of insurance rates will apply to all persons of the same age, rate class,
and group. Certificates continued on a Portable basis may be considered a
separate group. The cost of insurance rate applicable to a Participant may not,
however, be greater than the guaranteed cost of insurance rate set forth in his
or her Certificate. That guaranteed rate will be no higher than a rate based
upon the 1980 CET Table, which is approximately 130% of the 1980 CSO Table. The
maximum guaranteed rates are higher than the 1980 CSO Table because Prudential
uses simplified underwriting and guaranteed issue procedures that may not
require a medical examination of a prospective Covered Person and may provide
coverage to groups with substandard risk characteristics from an underwriting
standpoint. The current cost of insurance charges are generally lower than 100%
of the 1980 CSO Table.

2. CHARGE FOR ADDITIONAL INSURANCE BENEFITS. Under certain contracts,
Participants may obtain certain additional insurance benefits. See ADDITIONAL
INSURANCE BENEFITS, p. 86.

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- 56 -

Where such additional insurance benefits are not taken into account in
determining the cost of insurance charge as discussed above, a separate charge
for any such additional insurance benefits obtained under a Certificate will be
deducted each month from the Participant's Certificate Fund.

3. ADMINISTRATIVE CHARGE. An administrative charge may be deducted on each
contract Monthiversary. It is intended to pay for maintaining records, and
communicating with Contractholders and Participants. This charge is intended to
cover only costs actually incurred and is not intended to generate a profit for
Prudential. It is currently not more than $4 per month and is guaranteed not to
exceed $6 per month. This charge may be reduced or eliminated on certain
contracts. See REDUCTION OF CHARGES, p. 58.

4. OTHER TAXES. Prudential reserves the right to deduct a charge to cover
federal, state or local taxes (other than "taxes attributable to premiums"
described above) that are imposed upon the operations of the Separate Account.
Currently, no such charges are made.

C. DAILY DEDUCTION FROM THE CERTIFICATE FUND. Each day a charge is deducted
from the assets of each of the Subaccounts in an amount currently equal to an
effective annual rate of 0.45%.

<PAGE>

- 57 -

The charge is guaranteed not to exceed an effective annual rate of 0.90%. This
charge is intended to compensate Prudential for assuming the mortality and
expense risks of the insurance provided through the Group Contract. The
mortality risk assumed is that Covered Persons may live for shorter periods of
time than Prudential estimated when it determined the mortality charge. The
expense risk assumed is that expenses incurred in issuing and administering the
insurance will be greater than Prudential estimated in fixing its administrative
charges. Prudential will realize a profit from this risk charge to the extent it
is not needed to provide benefits and pay expenses under the Certificates. This
charge is not assessed on amounts allocated to the Fixed Account.

D. TRANSACTION CHARGES. There may be charges associated with surrenders,
partial withdrawals, loans, transfers and additional statement requests. These
charges are described in the prospectus section dealing with the transaction
itself. They are intended to cover only costs actually incurred in the
administration of the policies and are not intended to generate a profit for
Prudential.

E. EXPENSES INCURRED BY THE FUNDS. The charges and expenses of the Funds
are indirectly borne by the Participants. Details about investment management
fees and other underlying

<PAGE>

- 58 -

fund expenses are provided in the fee table and in the accompanying prospectuses
for the Funds and the related statements of additional information.

REDUCTION OF CHARGES. Prudential may reduce or waive the sales charges
and/or other charges under certain Group Contracts, where it is expected that
the Group Contract will involve reduced sales or administrative expenses.
Prudential determines both the eligibility for such reduced or waived charges,
as well as the amount of such reductions, by considering the following factors:
(1) the size of the group; (2) the total amount of premium payments expected to
be received; (3) the expected persistency of the individual Certificates; (4)
the purpose for which the Group Contract is purchased and whether that purpose
makes it likely that expenses will be reduced; and (5) any other circumstances
which Prudential believes to be relevant in determining whether reduced sales or
administrative expenses may be expected. Some of the reductions in or waivers of
charges for cases may be contractually guaranteed; other reductions or waivers
may be discontinued or modified by Prudential. Prudential's reductions in, or
waivers of, charges for these cases will not be unfairly discriminatory to the
interests of any individual Participants.

DIVIDENDS/EXPERIENCE CREDITS. Because the contract is issued by Prudential,
a mutual life insurance company, it is a participating contract. This means it
is eligible to be credited

<PAGE>

- 59 -

with part of Prudential's divisible surplus attributable to the contract
("Dividends"), or a refund based on the experience of the case ("Experience
Credits"), as determined annually by Prudential's Board of Directors. Most of
these contracts are expected to be priced such that there will be no source of
distributable surplus attributable to these contracts and no refunds based on
experience. Prudential may, however, issue these contracts in certain cases on
terms such that Dividends or Experience Credits may be declared.

The method of distribution of any Dividends or Experience Credits may vary
depending on the terms of a particular Group Contract. Dividends or Experience
Credits that are reinvested as premiums will be subject to the charges made for
premium payments. If an individual Participant becomes a Portable Certificate
holder, he or she will no longer be entitled to receive any Dividends or
Experience Credits under the Group Contract.

Participants should refer to their Group Contract for details on Dividends
or Experience Credits.

CASH SURRENDER VALUE. The Cash Surrender Value of the Certificate is equal
to the Participant's Certificate Fund, reduced by any Certificate Debt and any
applicable transaction charge. The Certificate Fund on any day equals the sum
of the

<PAGE>

- 60 -

amounts in the Subaccounts, the amount invested in the Fixed Account, and
the Loan Account. See LOANS, p. 62. The Cash Surrender Value will change daily,
reflecting the Net Premiums paid, withdrawals made, the increases or decreases
in the value of the Fund shares in which the assets of the Subaccounts have been
invested, interest credited on any amounts allocated to the Fixed Account and on
the Loan Account, interest accrued on any loan, and by the daily asset charge
for mortality and expense risks assessed against the variable investment
options. The Cash Surrender Value will also reflect monthly charges. Upon
request, Prudential will tell a Participant the Cash Surrender Value of his or
her Certificate. There is no guaranteed minimum Cash Surrender Value and it is
possible for the Cash Surrender Value of a Certificate to decline to zero.

The tables on pp. 22-23 of this prospectus illustrate approximately what
the Cash Surrender Values would be for selected Certificates with the specified
premium payments (assuming uniform hypothetical investment results in the
selected Subaccount portfolios).

FULL SURRENDERS. A Participant may surrender his or her Certificate for its
Cash Surrender Value at any time. All insurance will end at this time.
Prudential will pay the Cash Surrender Value calculated as of the end of the
Valuation Period during which Prudential receives the Participant's request on a

<PAGE>

- 61 -

form approved by us and the proceeds will be paid as described in WHEN PROCEEDS
ARE PAID, p. 80. There is a transaction charge equal to the lesser of $20 or 2%
of the amount received upon surrender. A surrender may have tax consequences.
See TAX TREATMENT OF CERTIFICATE BENEFITS, p. 72.

PARTIAL WITHDRAWALS. A Participant may withdraw a portion of the Cash
Surrender Value of his or her Certificate during the lifetime of the insured and
while the Certificate is not in default. Such partial withdrawals will be
effected as of the end of the Valuation Period during which Prudential receives
the Participant's request on a form approved by us, and the proceeds will be
paid as described in WHEN PROCEEDS ARE PAID, p. 80. There is no limit on the
number of partial withdrawals a Participant can take each year, but there is a
transaction fee for each withdrawal equal to the lesser of $20 or 2% of the
amount of the withdrawal. This fee will be deducted from the amount withdrawn
from the Certificate Fund. A withdrawal of a portion of the Cash Surrender Value
of a Certificate may have tax consequences. See TAX TREATMENT OF CERTIFICATE
BENEFITS, p. 72.

The minimum amount of any partial withdrawal is $250. The maximum
amount of any partial withdrawal is the amount that would reduce the Certificate
Fund (less any Certificate Debt) to an

<PAGE>

- 62 -

amount equal to the next month's charges. Any withdrawal greater than that
amount will not be permitted because it will cause the Certificate to default.
Upon request, Prudential (or, under certain contracts, the Contractholder) will
tell a Certificate owner how much may be withdrawn.

An amount withdrawn may not be repaid except as a premium payment subject
to applicable charges.

LOANS. A Participant may borrow up to the Loan Value of the Certificate
from Prudential. The Loan Value of a Certificate (before any applicable
transaction charge) at any time is determined by multiplying the Certificate
Fund by 85% (or higher where required by state law) and then subtracting any
existing loan with accrued interest and the amount of the next month's charges.
The minimum amount that may be borrowed at any one time is $250. A loan will not
be permitted if Certificate Debt exceeds the Loan Value. Prudential reserves the
right to charge up to a $20 fee for each loan made. Loan proceeds will be paid
as described in WHEN PROCEEDS ARE PAID, p. 80.

Interest charged on any loan will accrue daily at an annual rate determined
each year by Prudential. Interest payments on any loan are due at the end of
each contract year. If interest is not paid when due, it will be added to the
principal amount of

<PAGE>

- 63 -

the loan. Prudential will notify a Participant 31 days before the interest on
the loan becomes due.

When a loan is made, an amount equal to the loan will be taken out of each
of the Participant's investment options on a pro-rata basis. At the same time, a
Loan Account will be started for the Participant and will be credited with an
amount equal to the loan. Prudential will generally credit the amount in the
Loan Account at an annual rate of 1.0% less than the interest rate on the loan.
The crediting rate will generally be equal to the Fixed Account crediting rate.
Interest credited because of the Loan Account will be allocated to the
Participant's investment options on each Contract Anniversary in accordance with
the Participant's existing premium allocation instruction.

A Participant may repay a part or all of the loan at any time. The minimum
amount of any repayment is $250 or the principal amount of the loan plus
outstanding interest, whichever is less. Loans may be repaid by payment or by
withdrawing amounts from the Certificate Fund. Participants should designate
whether a payment is intended as a premium payment or as a loan repayment. If no
such designation is made, the payment will be treated as a loan repayment. If a
loan is repaid by using the Certificate Fund, Prudential will treat such
repayment as a partial withdrawal from the Certificate Fund and will charge a
fee equal to the lesser of $20 or 2% of the amount of the

<PAGE>

- 64 -

withdrawal. A partial withdrawal from the Certificate Fund may have tax
consequences. See TAX TREATMENT OF CERTIFICATE BENEFITS, p. 72. The balance in a
Participant's Loan Account will be reduced by the amount of any loan repayment.

A Participant's Loan Account plus accrued interest ("Certificate Debt") may
not exceed the value of the Certificate Fund. If the Certificate Debt equals
this amount the Certificate will go into default. See LAPSE p. 65.

If Certificate Debt is still outstanding when the Certificate is
surrendered or allowed to lapse, the borrowed amount may become taxable. In
addition, loans from modified endowment contracts may be treated for tax
purposes as distributions of income. See TAX TREATMENT OF CERTIFICATE BENEFITS,
p. 72.

Should a Death Benefit become payable while a loan is outstanding, or
should the Certificate be surrendered while a loan is outstanding, any proceeds
otherwise payable will be reduced to reflect the amount of the loan and any
accrued interest.

A loan will have a permanent effect on a Certificate's Cash Surrender Value
and may have a permanent effect on the Death

<PAGE>

- 65 -

Benefit. This is because the investment results of the selected investment
options will apply only to the amount remaining in those investment options
after the loan amount is transferred to the Loan Account. The longer the loan is
outstanding, the greater the effect is likely to be. The effect could be
favorable or unfavorable. If investment results are greater than the rate being
credited upon the amount of the loan while the loan is outstanding, Cash
Surrender Values will not be as high as they would have been if no loan had been
made.

TELEPHONE AND ELECTRONIC TRANSACTIONS. Some Group Contracts permit a
Participant to transfer amounts among investment options, make surrenders and
partial withdrawals, and obtain loans by telephone or electronically provided he
or she is enrolled to use Prudential's telephone or electronic transfer system.
Prudential will not be liable for following instructions communicated by
telephone or electronically that it reasonably believes to be genuine. It has
adopted security procedures reasonably designed to verify that such
communications are genuine. Prudential cannot guarantee that Participants will
be able to get through to complete a telephone or electronic transaction during
peak periods such as periods of drastic economic or market change or during
system or power outages.

LAPSE. In general, a Certificate will remain in force so long as the
balance in the Certificate Fund is sufficient to pay

<PAGE>

- 66 -

the monthly charges when due. If it is not, the Participant's insurance is in
default and will lapse if a grace period expires without a sufficient payment
being made. Certain Contracts may provide that if a Participant pays certain
specified premiums during the first two Certificate Years, the Certificate will
not go into default even if the Certificate Fund is insufficient to cover
monthly charges. Participants should refer to their particular Certificates for
the details of this default protection. A Certificate that lapses with
outstanding Certificate Debt may result in tax consequences. See TAX TREATMENT
OF CERTIFICATE BENEFITS, p. 72.

Prudential will send a notice to a Participant in default at the last known
address on file with Prudential, specifying the amount of premium required to
keep the Certificate in force and the date the payment is due. The grace period
expires on the later of 61 days from the date of default or 30 days from the
date notice was mailed. If Prudential does not receive the required amount
within the grace period, the Participant's insurance will lapse and have no
remaining value.

If the Covered Person dies during the grace period, the Death Benefit will
be reduced by any past due monthly charges and any Certificate Debt.

<PAGE>

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TERMINATION OF THE CONTRACTHOLDER'S PARTICIPATION IN GROUP CONTRACTS. The
Contractholder may decide to terminate the Group Contract with Prudential. In
addition, Prudential may terminate the Group Contract if the aggregate Face
Amount of all Certificates, or the number of Certificates, issued under the
Contract falls below the minimum permissible levels established by Prudential or
the Contractholder fails to timely remit premiums to Prudential.

Whichever party terminates participation in the Group Contract must provide
ninety days written notice to the other party, as well as to all Participants
before terminating participation in the Group Contract. Termination of
participation in the Group Contract means that the Contractholder will no longer
remit premiums to Prudential under the Group Contract and that no new
Certificates will be issued under the Group Contract. The effects on
Participants of termination of the Contractholder's participation in the Group
Contract are described in OPTIONS ON TERMINATION OF COVERAGE below. The options
available to Participants from Prudential may depend on what other insurance
options are available to them. The Participant should refer to the Group
Contract and Certificate for further details on termination of coverage.

<PAGE>

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PARTICIPANTS WHO ARE NO LONGER ELIGIBLE GROUP MEMBERS. The terms of each
Group Contract will determine the effect on a Participant's insurance coverage
if the Participant is no longer an eligible group member. Some Group Contracts
may provide that insurance coverage will continue even if the Participant is no
longer an eligible member of the group. Under such contracts, within 61 days
after Prudential receives written notice that the Participant is no longer
eligible under the Group Contract, Prudential will notify the Participant that
Prudential will now mail quarterly premium reminders directly to the
Participant, who will remit premium payments directly to Prudential or authorize
Prudential to receive payment using electronic form transfers or credit/debit
cards. Continuation of insurance may be subject to certain conditions and
limitations specified in the Group Contract, such as the repayment of any
outstanding Certificate Debt. The notice will also explain the Participant
charges and expenses applicable to Portable Certificates. See CHARGES AND
EXPENSES p. 51. These charges and expenses may be higher than those paid by the
Participant while he or she was still an eligible group member, but will not
exceed the maximum charges and expenses described in this Prospectus.
Continuation as a Portable Certificate holder may be conditioned on maintenance
of a specified minimum Certificate Fund value.

<PAGE>

- 69 -

Under other Group Contracts the portability privileges described above will
not be available. Participants under those Group Contracts will have the options
described in the next section.

OPTIONS ON TERMINATION OF COVERAGE. Insurance coverage obtained through a
Group Contract will terminate when the Group Contract itself terminates. Some
Group Contracts also provide that coverage purchased by an individual
Participant will terminate when the Participant is no longer an eligible group
member.

In the case when the Contractholder's participation in the Group Contract
terminates, the effect on individual Participants depends on whether the
Contractholder replaces the Group Contract with another life insurance
contract(s) that provides for accumulation of cash value. In general, if the
Contractholder does enter into such a contract, Certificates will be terminated
and the Cash Surrender Value of each such Certificate will be directly
transferred to the new contract unless the Participant elects to receive the
Cash Surrender Value of the Certificate. Some Group Contracts may, however,
provide that Certificates with $1,000 or more of Cash Surrender Value will
continue on a Portable basis unless the Participant elects to transfer the Cash
Surrender Value to the new carrier or to surrender the Certificate. Participants
should consult the Group Contract and

<PAGE>

- 70 -

Certificate concerning issuance of Portable Certificates in these
circumstances.

If the sponsoring entity does not enter into a new life insurance
contract(s) that provides for accumulation of cash value, Participants will have
the following options and may also have the option of a Portable Certificate if
the Group Contract so provides. Participants who are no longer Eligible Group
Members will also have the following options under Group Contracts that do not
provide for issuance of Portable Certificates to such persons.

1. CONVERSION. A Participant may elect to convert the Certificate to an
individual life insurance policy without showing evidence of insurability. If a
Participant elects this option, he or she must apply for the individual contract
and pay the first premium within 31 days after the coverage under the Group
Contract ends. The Participant may select any form of individual life insurance
(other than term insurance) that Prudential normally makes available to insureds
who are the same age and requesting the same amount of insurance. Premiums will
be based on the form and amount of insurance elected by the Participant, as well
as the Covered Person's risk class and age.

If the insurance is ending because the Participant is no longer eligible to
participate in the Group Contract, the amount

<PAGE>

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of insurance under the individual policy cannot be more than the Face Amount of
the Certificate under the Group Contract. If the insurance is ending because the
Group Contract is terminating, the amount of individual insurance may, depending
on applicable state law, be limited to the lesser of (a) $10,000 or (b) the Face
Amount of the Certificate under the Group Contract less the amount of any group
insurance the Participant becomes eligible for in the next 45 days.

If a Covered Person dies within 31 days after the insurance ends under the
Group Contract, and the Participant had the right to convert to an individual
policy, a Death Benefit equal to the amount of individual insurance on the
Covered Person the Participant could have purchased upon conversion will be
payable by Prudential.

2. PAID-UP INSURANCE. The Participant may elect to purchase fixed paid-up
insurance on the Covered Person with the Cash Surrender Value of the
Certificate. The Participant must have at least $1,000 of Cash Surrender Value
for this option to be available. The insurance amount will depend on the Cash
Surrender Value on the date of termination, and the age of the Covered Person
but cannot exceed the Death Benefit immediately before the paid-up purchase. The
Participant must elect this option within 61 days of the date on which the
Certificate coverage would end. The election will take effect immediately

<PAGE>

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after the date Prudential receives notification the Participant elected the
paid-up insurance. Acquisition of reduced paid-up insurance may result in that
insurance becoming a modified endowment contract. See TAX TREATMENT OF
CERTIFICATE BENEFITS, p. 72.

3. PAYMENT OF CASH SURRENDER VALUE. The Participant may receive the Cash
Surrender Value by surrendering the Certificate and making a proper request on a
form approved by Prudential.

The above options apply whether the Participant or a spouse is the Covered
Person under the Certificate. A Participant who does not choose any of the above
options within 61 days will be provided with Paid-Up Insurance, if his or her
Certificate has at least $1,000 of Cash Surrender Value and, if not, will be
paid the Cash Surrender Value.

TAX TREATMENT OF CERTIFICATE BENEFITS. Each prospective Participant is
urged to consult a qualified tax advisor. The following discussion is not
intended as tax advice, and it is not a complete statement of what the effect of
federal income taxes will be under all circumstances. Rather, it provides
information about how Prudential believes the federal income tax laws apply in
the most commonly occurring circumstances. There is no

<PAGE>

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guarantee, however, that the current federal income tax laws and regulations or
interpretations will not change.

TREATMENT AS LIFE INSURANCE. The Certificate will be treated as "life
insurance," as long as it satisfies certain definitional tests set forth in
section 7702 of the Internal Revenue Code (the "Code") and as long as the
underlying investments for the Certificate satisfy diversification requirements
under section 817(h) of the Code. (For further detail on diversification
requirements, see the applicable Fund prospectuses.)

Prudential believes that it has taken adequate steps under the Code and
existing regulations under it to cause the Certificates to be treated as life
insurance for tax purposes. This means that: (1) except as noted below, the
Participant should not be taxed on any part of the Certificate Fund, including
additions attributable to interest, dividends or appreciation; and (2) the Death
Benefit should be excludable from the gross income of the beneficiary under
section 101(a) of the Code.

Although Prudential believes the Certificate should qualify as "life
insurance" for federal tax purposes, there are uncertainties. Section 7702 of
the Code which defines life insurance for tax purposes gives the Secretary of
the Treasury

<PAGE>

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authority to prescribe regulations to carry out the purposes of the Section. In
this regard, proposed regulations governing mortality charges were issued in
1991 and proposed regulations under Sections 101, 7702 and 7702A governing the
treatment of life insurance policies that provide accelerated death benefits
were issued in 1992. None of these proposed regulations has yet been finalized.
Additional regulations under Section 7702 may also be promulgated in the future.
Moreover, in connection with the issuance of temporary regulations under section
817(h), the Treasury Department announced that such regulations do not provide
guidance concerning the extent to which Participants or Contractholders may
direct their investments to particular divisions of a Separate Account. Such
guidance will be included in regulations or rulings under Section 817(d)
relating to the definition of a variable contract. The ownership rights under a
Certificate are similar to, but different in certain respects from, those
addressed by the Internal Revenue Service in Rulings in which it was determined
that Contract owners were not owners of separate account assets. For example, a
Participant has the choice of more Funds, including Funds with similar broad
investment strategies and different investment managers, and may be able to
reallocate amounts between subaccounts more frequently than in such rulings.
While Prudential believes it will be considered the owner of the Separate
Account assets, these differences could result in a Participant being considered
the owner of the assets.

<PAGE>

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Prudential intends to comply with final regulations issued under Sections
7702 and 817. Therefore, it reserves the right to make such changes as it deems
necessary to assure that the Certificate continues to qualify as life insurance
for tax purposes. Any such changes will apply uniformly to affected Participants
and will be made only after advance written notice to the Contractholder.

PRE-DEATH DISTRIBUTIONS. The taxation of pre-death distributions depends on
whether the Certificate is classified as a Modified Endowment Contract. The
following discussion first deals with distributions under Certificates not so
classified, and then with Modified Endowment Contracts.

1. A surrender or lapse of the Certificate may have tax consequences.
Under surrender, the Participant will not be taxed on the Cash
Surrender Value except for the amount, if any, that exceeds the gross
premiums paid less the untaxed portion of any prior withdrawals. The
amount of any unpaid Certificate Debt will, upon surrender or lapse,
be added to the Cash Surrender Value and treated, for this purpose, as
if it had been received. Any loss incurred upon surrender is generally
not deductible.

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A withdrawal generally is not taxable unless it exceeds total premiums
paid to the date of withdrawal less the untaxed portion of any prior
withdrawals. However, under certain limited circumstances, in the
first 15 Certificate Years all or a portion of a withdrawal may be
taxable if the Certificate Fund exceeds the total premiums paid less
the untaxed portions of any prior withdrawals, even if total
withdrawals do not exceed total premiums paid to date.

Extra premiums for additional insurance benefits generally do not
count in computing gross premiums paid, which in turn determines the
extent to which a withdrawal might be taxed.

Loans received under the Certificate will ordinarily be treated as
indebtedness of the Participant and will not be considered to be
distributions subject to tax. However, if a loan is still outstanding
when the Certificate is surrendered or allowed to lapse, the
outstanding Certificate Debt will be taxable at that time to the
extent the Cash Surrender Value exceeds gross premiums paid less the
untaxed portion of any prior withdrawals.

<PAGE>

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2. Some of the above rules are changed if the Certificate is classified
as a Modified Endowment Contract under Section 7702A of the Code. It
is possible for the Certificate to be classified as a Modified
Endowment Contract under at least two circumstances: premiums in
excess of the 7 pay premiums allowed under Section 7702A are paid or a
decrease in the Death Benefit or a removal of certain additional
insurance benefits is made during the first 7 Certificate Years.
Moreover, the addition of certain additional insurance benefits (or an
increase in the Death Benefit) after the Certificate Date may have an
impact on the Certificate's status as a Modified Endowment Contract.
Participants contemplating any of these steps should first consult a
qualified tax advisor and their Prudential representative.

If the Certificate is classified as a Modified Endowment Contract,
then pre-death distributions, including loans, assignments and pledges
are includible in income to the extent that the Certificate Fund
exceeds the gross premiums paid for the Certificate increased by the
amount of any loans previously includible in income and reduced by any
untaxed amounts previously received other than the amount of any loans
excludible from income. These rules may also apply to

<PAGE>

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pre-death distributions, including loans, made during the two year
period prior to the Certificate becoming a Modified Endowment
Contract.

In addition, pre-death distributions from such Certificates (including
full surrenders) will be subject to a penalty of 10 percent of the
amount includible in income unless the amount is distributed on or
after age 59 1/2, on account of the taxpayer's disability or as a life
annuity. It is presently unclear how the penalty tax provisions apply
to contracts owned by non-natural persons such as trusts.

Under certain circumstances, multiple Modified Endowment Contracts
issued to the same Participant during any calendar year will be
treated as a single contract for purposes of applying the above rules.

Any Dividends or Experience Credits (to the extent not redeposited in the
Certificate) will effectively reduce the gross premiums paid for purposes of the
above rules.

<PAGE>

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WITHHOLDING. The taxable portion of any amounts received under the
Certificate will be subject to withholding to meet federal income tax
obligations, if the Participant fails to elect that no taxes be withheld.
Prudential will provide the Participant with forms and instructions concerning
the right to elect that no taxes be withheld from the taxable portion of any
payment. All recipients may be subject to penalties under the estimated tax
payment rules if withholding and estimated tax payments are not sufficient.
Participants who do not provide a social security number or other taxpayer
identification number will not be permitted to elect out of withholding. Special
withholding rules apply to payments to non-resident aliens.

OTHER TAX CONSIDERATIONS. Transfer of the Certificate to a new owner or
assignment of the Certificate may have tax consequences depending on the
circumstances. In the case of a transfer of the Certificate for valuable
consideration, the Death Benefit may be subject to federal income taxes under
Section 101(a)(2) of the Code. In addition, a transfer of the Certificate to or
the designation of a beneficiary who is either 37 1/2 years younger than the
Participant or a grandchild of the Participant may have Generation Skipping
Transfer tax consequences under Section 2601 of the Code.

<PAGE>

- 80 -

In certain circumstances, deductions for interest paid or accrued on Certificate
Debt or on other loans that are incurred or continued to purchase or carry the
Certificate may be denied under Sections 163 of the Code as personal interest or
under Section 264 of the Code. Participants should consult a qualified tax
advisor regarding the application of these provisions to their circumstances.

The individual situation of each Participant or beneficiary will determine the
federal estate taxes and the state and local estate, inheritance and other taxes
due if the Participant or insured dies.

WHEN PROCEEDS ARE PAID. Prudential will generally pay any Death Benefit,
Cash Surrender Value, partial withdrawal or loan proceeds supported by the
Separate Account within 7 days after receipt at the Prudential office specified
in the Certificate of all the documents required for such a payment. Other than
the Death Benefit, which is determined as of the date of death, the amount will
be determined as of the end of the Valuation Period in which the necessary
documents are received. However, Prudential may delay payment of proceeds from
the Subaccount(s) and the variable portion of the Death Benefit due under a
Participant's insurance if the disposal or valuation of the Separate Account's
assets is not reasonably practicable because the New York Stock Exchange is
closed for other than a regular

<PAGE>

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holiday or weekend, trading is restricted by the SEC, or the SEC declares that
an emergency exists.

With respect to the amount of any Cash Surrender Value allocated to the
Fixed Account, and with respect to a Certificate in force as paid-up insurance,
Prudential expects to pay the Cash Surrender Value promptly upon request.
However, Prudential has the right to delay payment of such Cash Surrender Value
for up to six months (or a shorter period if required by applicable law).
Prudential will pay interest of at least 3% a year if it delays such a payment
for more than 30 days (or a shorter period if required by applicable law).

BENEFICIARY. The Participant has the right to designate and name a
beneficiary to receive Death Benefits under the Certificate. The Participant
must designate a beneficiary on a form approved by Prudential. A Participant may
change the beneficiary at any time without the consent of the present
beneficiary in accordance with the terms of the Group Contract. If there is more
than one beneficiary at the death of the Covered Person, each will receive equal
payments unless otherwise specified by the Participant.

INCONTESTABILITY. After a Participant's Certificate has been in force
during a Covered Person's lifetime for two years or, with respect to any change
in the Certificate that requires

<PAGE>

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Prudential's approval and could increase its liability, after the change has
been in effect during the insured's lifetime for two years from the effective
date of the change, Prudential will not contest its liability under the
Certificate in accordance with its terms.

MISSTATEMENT OF AGE. If a Covered Person's stated age is incorrect in the
Certificate, Prudential will adjust the Death Benefit payable, as required by
law, to reflect the correct age.

SUICIDE EXCLUSION. Generally, if a Covered Person, whether sane or insane,
dies by suicide within two years from the effective date of the Certificate,
Prudential will pay no more under the Certificate than the sum of the premiums
paid.

If a Covered Person, whether sane or insane, dies by suicide within two
years from the effective date of an increase in the Face Amount of insurance
that was requested after issue and required approval, Prudential will pay, with
respect to the amount of the increase, no more than the sum of the monthly
charges attributable to the increase.

ASSIGNMENT. A Participant may assign the insurance coverage and all rights,
benefits or privileges that he or she has under a Certificate. Prudential will
be bound by an assignment of

<PAGE>

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insurance or the rights, benefits or privileges under the insurance only if: (a)
it is in writing; (b) it is signed by the Participant; and (c) Prudential
receives a copy of the assignment at the Prudential office specified in the
Certificate. Prudential is not responsible for determining the validity or
legality of any assignment. References in this prospectus to rights that a
Participant may exercise shall include exercise of such rights by any person to
whom the Participant has validly assigned such rights. Assignment of a
Certificate that is a Modified Endowment Contract could have adverse federal
income tax consequences. See TAX TREATMENT OF CERTIFICATE BENEFITS, p. 72.

VOTING RIGHTS. As stated above, all of the assets held in the Subaccounts
of the Separate Account will be invested in shares of the corresponding
portfolios of the Funds. Prudential is the legal owner of those shares and as
such has the right to vote on any matter voted on at any shareholders meetings
of the Funds. However, Prudential will, as required by law, vote the shares of
the Funds at any regular and special shareholders meetings the Funds hold in
accordance with voting instructions received from Participants. A Fund may not
hold annual shareholders meetings when not required to do so under the laws of
the state of its incorporation or the Investment Company Act of 1940. Fund
shares for which no timely instructions from Participants are received, and any
shares attributable to general account investments of Prudential, will be voted
in the same

<PAGE>

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proportion as shares in the respective portfolios for which instructions are
received. Should the applicable federal securities laws or regulations, or their
current interpretation, change so as to permit Prudential to vote shares of the
Funds in its own right, it may elect to do so.

Generally, a Participant may give voting instructions on matters that would
be changes in fundamental policies and any matter requiring a vote of the
shareholders of the Funds. With respect to approval of the investment advisory
agreement or any change in a portfolio's fundamental investment policy,
Participants participating in such portfolios will vote separately by portfolio
on the matter, pursuant to the requirements of Rule 18f-2 under the 1940 Act.

The number of Fund shares for which instructions may be given by a
Participant is determined by dividing the portion of the value of the
Certificate derived from participation in a Subaccount, by the value of one
share in the corresponding portfolio of the applicable Fund. The number of votes
for which each Participant may give Prudential instructions will be determined
as of the record date chosen by the Board of the applicable Fund. Prudential
will furnish Participants with proper forms and proxies to enable them to give
these instructions. Prudential reserves the right to modify the manner in which
the weight to be given voting instructions is calculated

<PAGE>

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where such a change is necessary to comply with current federal regulations or
interpretations of those regulations.

Prudential may, if required by state insurance regulations, disregard
voting instructions if such instructions would require shares to be voted so as
to cause a change in the sub-classification or investment objectives of one or
more of the Funds' portfolios, or to approve or disapprove an investment
advisory contract for a Fund. In addition, Prudential itself may disregard
voting instructions that would require changes in the investment policy or
investment advisor of one or more of the Funds' portfolios, provided that
Prudential reasonably disapproves such changes in accordance with applicable
federal regulations. If Prudential does disregard voting instructions, it will
advise Participants of that action and its reasons for such action in the next
annual or semi-annual report to Participants.

Participants also share with the owners of all Prudential contracts and
policies the right to vote in elections for members of the Board of Directors of
Prudential.

SUBSTITUTION OF FUND SHARES. Although Prudential believes it to be
unlikely, it is possible that in the judgment of its management, one or more of
the portfolios of the Funds may become unsuitable for investment by
Participants. This may occur

<PAGE>

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because of investment policy changes, tax law changes, the unavailability of
shares for investment or at the discretion of Prudential. In that event,
Prudential may seek to substitute the shares of another portfolio or of an
entirely different mutual fund. Before this can be done, the approval of the
SEC, and possibly one or more state insurance departments, will be required.
Group Contractholders and Participants will be notified of such substitution.

ADDITIONAL INSURANCE BENEFITS. Depending on the terms of the Group
Contract, one or more of the following additional benefits may be available to
Participants through their Group Contract. Under some Group Contracts, some or
all of these benefits may be provided to all Participants while under other
Group Contracts, individual Participants may elect whether to receive some or
all of these benefits for an additional charge. The Participant should refer to
the Group Contract and Certificate for further details on Additional Insurance
Benefits.

Accelerated Death Benefit. The Accelerated Death Benefit allows the
Participant to elect to receive an accelerated payment of part of the
Certificate's Death Benefit, adjusted to reflect current value, if the Covered
Person is diagnosed as terminally ill with a life expectancy of 6 months (12
months under certain Group Contracts) or less. The adjusted Death Benefit will
always be less than the Death Benefit, but will generally be greater

<PAGE>

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than the Certificate's Cash Surrender Value. The Accelerated Death Benefit may
be discounted for interest under certain Group Contracts and where permitted by
law.

When satisfactory evidence that the person is terminally ill is provided,
Prudential will provide to the Participant an accelerated payment, which may be
received in a lump sum, of the portion of the Death Benefit selected by the
Participant as an Accelerated Death Benefit. Prudential may charge a fee not to
exceed $350 for payment of an Accelerated Death Benefit.

No benefit will be payable if the Participant is required to elect it in
order to meet the claims of creditors or to obtain a government benefit.
Prudential can furnish details about the amount of Accelerated Death Benefit
that is available to an eligible Participant. Unless required by law, a
Participant who has elected to receive an Accelerated Death Benefit can no
longer request an increase in the Face Amount of his or her Certificate, and the
amount of future premium payments he or she can make will be limited.

Adding the Accelerated Death Benefit to the Certificate has no adverse tax
consequences; however, electing to use it could. Participants should consult a
qualified tax advisor before electing to receive this benefit. Unlike a Death
Benefit received by a beneficiary after the death of an insured, receipt

<PAGE>

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of an Accelerated Death Benefit payment may give rise to a federal or state
income tax. Receipt of an Accelerated Death Benefit payment may also affect a
Participant's eligibility for certain government benefits or entitlements.

Accidental Death and Dismemberment Benefit. Under some contracts,
Participants may be provided an accidental death and dismemberment benefit that
provides insurance for accidental loss of life, sight, hand, or foot. This
benefit will exclude losses due to suicide or attempted suicide, diseases and
infirmities, medical or surgical treatments, and acts of war. It may be subject
to other exclusions from coverage, age limitations, and benefit limitations set
forth in the Group Contract.

Extended Death Protection During Total Disability. Under some Group
Contracts, Participants will be provided with extended death protection during
their total disability. Under this provision, even if a Participant's insurance
(or that of a spouse) has otherwise ended, insurance in the Face Amount of the
Certificate will continue if the Participant became totally disabled at less
than age 60. The extended death protection will continue for successive one-year
periods, generally until age 65, so long as the Participant provides
satisfactory proof of continued total disability.

<PAGE>
-89-

Dependent Life Benefits. Under some Group Contracts, Participants may be
provided dependent life benefits, which provide insurance on the life of a
qualified dependent. A qualified dependent may be the Participant's spouse
and/or unmarried child.

REPORTS. At least once each contract year, Participants will be sent
statements that provide certain information pertinent to their own insurance.
These statements detail values and transactions made and specific insurance data
that apply only to each Participant. On request, a Participant will be sent a
current statement in a form similar to that of the annual statement described
above, but Prudential may limit the number of such requests or impose a
reasonable charge not to exceed $20 for an additional report.

The Contractholder and each Participant will also be sent an annual and
semi-annual report listing the securities held in each available portfolio of
the Funds, as required by the 1940 Act.

SALE OF THE CONTRACT AND SALES COMMISSIONS. Prudential Asset Management
Company Securities Corporation ("PAMSEC"), an indirect wholly-owned subsidiary
of Prudential, acts as the principal underwriter of the Group Contracts and
Certificates. PAMSEC, organized in 1986 under Delaware law, is registered as a

<PAGE>
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broker and dealer under the Securities Exchange Act of 1934 and is a member of
the National Association of Securities Dealers, Inc. PAMSEC's principal business
address is 751 Broad Street, Newark, New Jersey 07102. The Group Contracts and
Certificates are sold by registered representatives of PAMSEC who are also
authorized by state insurance departments to do so. The Group Contracts and
Certificates may also be sold through other broker-dealers authorized by PAMSEC
and applicable law to do so. PAMSEC will generally receive a commission of no
more than 10% of the cost of insurance charge for the period that the premium
payment is intended to cover. The commission percentage will depend on factors
such as the size of the group involved and the amount of sales and
administrative effort required in connection with the particular Group Contract.

Sales expenses in any year are not equal to the sales charge in that year.
Prudential may not recover its total sales expenses for some or all Group
Contracts over the periods the Certificates for such Group Contracts are in
effect. To the extent that the sales charges are insufficient to cover total
sales expenses, the sales expenses will be recovered from Prudential's surplus,
which may include amounts derived from the mortality and expense risk charge and
the monthly cost of insurance charge. See CHARGES AND EXPENSES, page 51.
<PAGE>
-91-

RATINGS AND ADVERTISEMENTS. Prudential is rated by independent financial
rating services, including Moody's, Standard & Poors, Duff & Phelps and A.M.
Best Company. The purpose of these ratings is to reflect the financial strength
of claims-paying ability of Prudential. They are not intended to rate the
investment experience or financial strength of the Separate Account. Prudential
may advertise these ratings from time to time. Furthermore, Prudential may
include in advertisements comparisons of currently taxable and tax deferred
investment programs, based on selected tax brackets, or discussions of
alternative investment vehicles and general economic conditions.

PAYMENTS TO THIRD-PARTY ADMINISTRATORS AND ASSOCIATIONS SPONSORING
PARTICIPATION IN THE CONTRACTS. Prudential may make payments to third party
administrators or groups sponsoring the Contracts for their services related to
administration and sponsorship of the Contracts.

STATE REGULATION. Prudential is subject to regulation and supervision by
the Department of Insurance of the State of New Jersey, which periodically
examines its operations and financial condition. It is also subject to the
insurance laws and regulations of all jurisdictions in which it is authorized to
do business.
<PAGE>
-92-

Prudential is required to submit annual statements of its operations,
including financial statements, to the insurance departments of the various
jurisdictions in which it does business to determine solvency and compliance
with local insurance laws and regulations.

In addition to the annual statements referred to above, Prudential is
required to file with New Jersey and other jurisdictions a separate statement
with respect to the operations of all its variable contract accounts, in a form
promulgated by the National Association of Insurance Commissioners.

EXPERTS. The financial statements included in this prospectus have been
audited by Deloitte & Touche, LLP, independent auditors, as stated in their
reports appearing herein, and are included in reliance upon the reports of such
firm given upon their authority as experts in accounting and auditing. Deloitte
& Touche's principal business address is Two Hilton Court, Parsippany, New
Jersey, 07054-0319. Actuarial matters included in this prospectus have been
examined by Stuart L. Liebeskind, FSA, MAAA, whose opinion is filed as an
exhibit to the registration statement.

On March 12, 1996, Deloitte & Touche LLP was dismissed as the independent
accountants of Prudential. There have been no disagreements with Deloitte &
Touche LLP on any matter of

<PAGE>
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accounting principles or practices, financial statement disclosure or auditing
scope or procedure which, if not resolved to the satisfaction of the accountant,
would have caused them to make reference to the matter in their reports.

LITIGATION. No litigation is pending that would have a material effect upon
the Separate Account.

ADDITIONAL INFORMATION. A registration statement has been filed with the
Securities and Exchange Commission ("SEC") under the Securities Act of 1933,
relating to the offering described in this prospectus. This prospectus does not
include all the information set forth in the registration statement. Certain
portions have been omitted pursuant to the rules and regulations of the SEC. The
omitted information may, however, be obtained from the SEC's principal office in
Washington, D.C., upon payment of a prescribed fee.

Further information may also be obtained from Prudential's office. The
address and telephone number are set forth on the cover of this prospectus.

DEFINITIONS OF SPECIAL TERMS

USED IN THIS PROSPECTUS
<PAGE>
-94-

Attained Age - A person's age as of each Contract Anniversary.

Cash Surrender Value - The amount payable to the Participant upon surrender of
the Certificate. The Cash Surrender Value is equal to the Participant's
Certificate Fund on the date of surrender, less any Certificate Debt and any
applicable transaction charge.

Certificate - A document issued to an eligible group member under a Group
Contract, setting forth or summarizing the Participant's rights and benefits.

Certificate Anniversary - The same date each year as the Certificate Date.

Certificate Date - The effective date of coverage under a Certificate.

Certificate Debt - The principal amount of any outstanding loans to the
Participant under his or her Certificate plus any interest accrued thereon.

Certificate Fund - The total amount credited to a Participant under his or her
Certificate. On any date it is equal to the sum of the amounts under that
Certificate allocated to: (1) the Subaccounts, (2) the Fixed Account, and (3)
the Loan Account.

<PAGE>

-95-

Certificate Year - The year from the Certificate Date to the first Certificate
Anniversary or from one Certificate Anniversary to the next.

Contract Anniversary - The same date each year as specified in the contract.

Contract Date - The date as of which the Group Contract is issued.

Contractholder - The employer, association, sponsoring organization or trust
that is issued a Group Contract.

Covered Person - The person whose life is insured under the Group Contract. The
Covered Person is generally the Participant. Some Group Contracts may permit a
Participant to apply for insurance under a second Certificate naming the
Participant's spouse as the Covered Person.

Death Benefit - The amount payable upon the death of the Covered Person (before
the deduction of any outstanding Certificate Debt or any past due monthly
charges).

Dividend - A portion of Prudential's divisible surplus attributable to the Group
Contract that may be credited to the

<PAGE>
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Group Contract as determined annually by Prudential's Board of Directors.

Eligible Group Members - The persons specified in the Group Contract as eligible
to apply for insurance protection under the Group Contract.

Experience Credit - A refund that may be given under certain Group Contracts
based on favorable mortality experience.

Face Amount - The amount of life insurance in a Participant's Certificate. The
Face Amount will be the minimum Death Benefit as long as the Participant's
Certificate remains in force.

Fixed Account - An investment option under which Prudential guarantees that
interest will be added to the amount deposited at a rate declared periodically
in advance.

Funds - The Series Fund and other mutual fund portfolios in which the Separate
Account invests.

Group Contract - A group variable universal life insurance contract issued to
the Contractholder by Prudential.

Guideline Annual Premium - A level annual premium that would be payable
throughout the duration of a Certificate to fund the

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future benefits if the certificate were a fixed premium contract, based on
certain assumptions set forth in a rule of the SEC. Upon request, Prudential
will advise you of the guideline annual premium under your Certificate.

Issue Age - The Covered Person's Attained Age on the date that the insurance on
that Covered Person goes into effect as defined by the Group Contract.

Loan Account - An account within Prudential's general account to which is
transferred from the Separate Account and/or the Fixed Account an amount equal
to the amount of any loan.

Loan Value - The amount (before any applicable transaction charge) that a
Participant may borrow at any given time under his or her Certificate. The Loan
Value at any time is determined by multiplying the Certificate Fund by 85% (or
higher where required by state law) and then subtracting any existing loan with
accrued interest and the amount of the next month's charges.

Monthiversary - The Contract Date and the first day of each succeeding month,
except that whenever the contract Monthiversary falls on a date other than a
Valuation Date the Monthiversary will be the next Valuation Date.

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-98-

Net Premium - A Participant's premium payment minus any charges for taxes
attributable to premiums, any processing fee, and any sales charge. Net Premiums
are the amounts available for allocation to the Separate Account and/or the
Fixed Account.

Participant - An eligible group member under a Group Contract who obtains
insurance under the Group Contract and is eligible to exercise the rights
described in the Certificate. The Participant will be the person entitled to
exercise all rights under a Certificate, regardless of whether the Covered
Person under the Certificate is the Participant or his or her spouse. References
to rights that a Participant may exercise under a Certificate shall include
exercise of such rights by any person to whom the Participant has validly
assigned such rights.

Portable - A status that may occur when a Participant is no longer an eligible
group member under the Group Contract because of the occurrence of an event
specified in the Group Contract or the Certificate. Such events may include
termination of the Participant's employment or other relationship with the
Contractholder or retirement of the Participant. Cost of insurance rates and
charges may increase under a Portable Certificate since the Covered Person under
a Portable Certificate may no longer be considered to be a member of the
Contractholder's group for purposes of determining those rates and charges.

<PAGE>
-99-

Separate Account - Prudential Variable Contract Account GI-2, a separate
investment account registered as a unit investment trust under the Investment
Company Act of 1940 and established by Prudential to receive and invest the Net
Premiums paid under the Certificates.

Series Fund - Prudential Series Fund, Inc., a mutual fund with separate
portfolios, one or more of which may be used as an underlying investment for the
Group Contracts.

Subaccount - A division of the Separate Account, the assets of which are
invested in the shares of the corresponding Fund.

Valuation Date - Each day on which the value of the amount invested in a
Subaccount is determined, which is generally each day that the New York Stock
Exchange is open for trading.

Valuation Period - The period of time from one determination of the value of the
amount invested in a Subaccount to the next. Such determinations are made when
the net asset values of the portfolios of the Funds are calculated, which is
generally at 4:15 p.m. New York City time on each day that the New York Stock
Exchange is open for trading.

<PAGE>
-100-

DIRECTORS AND OFFICERS

The directors and certain officers of Prudential, listed with their
principal occupations during the past 5 years, are shown below.

DIRECTORS OF PRUDENTIAL

FRANKLIN E. AGNEW, Director -- Business Consultant and former Senior Vice
President of H.J. Heinz. Address: USX Tower, Suite 660, 600 Grant Street,
Pittsburgh, PA 15219.

FREDERIC K. BECKER, Director -- President of Wilentz, Goldman, and Spitzer (law
firm). Address: 90 Woodbridge Center Drive, Woodbridge, NJ 07095.

WILLIAM W. BOESCHENSTEIN, Director -- Director, Owens-Corning Fiberglas
Corporation. Address: One Seagate, Suite 1530, Toledo, OH 43604.

LISLE C. CARTER, JR., Director -- The Prudential Insurance
Company of America, 751 Broad Street, Newark, NJ 07102.

<PAGE>
-101-

JAMES G. CULLEN, Director -- Vice Chairman, Bell Atlantic Corporation since
1995; 1993 to 1995: President, Bell Atlantic Corporation; prior to 1993:
President, New Jersey Bell. Address: 1310 North Court House Road, 11th floor,
Alexandria, VA 22201.

CAROLYNE K. DAVIS, Director -- National and International Health Care Advisor,
Ernst & Young LLP. Address: 1225 Connecticut Avenue, NW, Washington, D.C. 20036.

ROGER A. ENRICO, Director -- CEO PepsiCo, Inc. since 1996. Vice Chairman,
PepsiCo, Inc. from 1993 to 1996. Chairman and CEO, Pepsi Co. Worldwide Food,
from 1991 to 1993. Address: 14841 North Dallas Parkway, Dallas, TX 75240.

ALLAN D. GILMOUR, Director -- The Prudential Insurance Company of America, 751
Broad Street, Newark, NJ 07102.

WILLIAM H. GRAY, III, Director -- President and Chief Executive Officer, The
College Fund/UNCF since 1991. Address: 8260 Willow Oaks Corporate Drive,
Fairfax, VA 22031.

JON F. HANSON, Director -- Chairman, Hampshire Management Company. Address: 235
Moore Street, Suite 200, Hackensack, NJ 07601.

<PAGE>

-102-

CONSTANCE J. HORNER, Director -- Guest Scholar, The Brookings Institution since
1993; 1991 to 1992: Assistant to the President and Director of Presidential
Personnel, U.S. Government. Address: 1775 Massachusetts Avenue, N.W.,
Washington, D.C. 20036-2188.

ALLEN F. JACOBSON, Director -- Retired Chairman and Chief Executive Officer,
Minnesota Mining & Manufacturing Co. Address: 30 Seventh Street East, St. Paul,
MN 55101-4901.

GARNETT L. KEITH, JR., Director, -- Former Vice Chairman of the Prudential.
Address: Prudential Plaza, Newark, NJ 07102-3777.

BURTON G. MALKIEL, Director -- Professor, Princeton University. Address:
Princeton University, Department of Economics, 110 Fisher Hall, Prospect Avenue,
Princeton, NJ 08544-1021.

ARTHUR F. RYAN, Chairman of the Board, President and Chief Executive Officer --
Chairman of the Board, President and Chief Executive Officer, Prudential since
1994; prior to 1994: President and Chief Operating Officer, Chase Manhattan
Corporation. Address: 751 Broad Street, Newark, NJ 07102-3777.

<PAGE>
-103-

CHARLES R. SITTER, Director -- Retired President, Exxon Corporation. Address:
5959 Las Colinas Boulevard, Irving, TX 75039-2298.

DONALD L. STAHELI, Director -- Chairman and Chief Executive Officer, Continental
Grain Company since 1994; prior to 1994: Chairman Continental Grain Company.
Address: 277 Park Avenue, New York, NY 10172.

RICHARD M. THOMSON, Director -- Chairman of the Board and Chief Executive
Officer, The Toronto-Dominion Bank. Address: P.O. Box 1, Toronto-Dominion
Centre, Toronto, Ontario, M5K 1A2, Canada.

JAMES A. UNRUH, Director -- Chairman and Chief Executive Officer, Unisys
Corporation, P.O. Box 500, Blue Bell, PA 19424-0001.

P. ROY VAGELOS, M.D., Director -- Former Chairman and Chief Executive Officer,
Merck & Co., Inc. Address: One Crossroads Drive, Bedminster, NJ 07921.

STANLEY C. VAN NESS, Director -- Attorney, Picco Mack Herbert Kennedy (law
firm). Address: One State Street Square, Suite 1000, Trenton, NJ 08607-1388.

<PAGE>
-104-

PAUL A. VOLCKER, Director -- Chairman and CEO, Wolfensohn & Co., Inc. Address:
599 Lexington Avenue, New York, NY 10022.

JOSEPH H. WILLIAMS, Director -- Director, The Williams Companies,Inc. since
1994; prior to 1994: Chairman and Chief Executive Officer, The Williams
Companies. Address: One Williams Center, Tulsa, OK 74172.

OTHER EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS

MARK B. GRIER, Chief Financial Officer -- Chief Financial Officer of Prudential
since 1995. Prior to 1995: Executive Vice President and Head of Global Markets,
Chase Manhattan Corporation.

SUSAN L. BLOUNT, Vice President and Secretary -- Vice President and Secretary of
Prudential since 1995; prior to 1995: Assistant General Counsel for Prudential
Residential Services Company.

C. EDWIN CHAPLIN, Vice President and Treasurer -- Vice President and Treasurer
of Prudential since 1995; 1993 to 1995: Managing Director and Assistant
Treasurer of Prudential; 1992 to 1993: Vice President and Assistant Treasurer,
Banking and Cash

<PAGE>
-105-

Management for Prudential; prior to 1992: Regional Vice President of Prudential
Mortgage Capital Company.

<PAGE>

- 106 -

FINANCIAL STATEMENTS

The consolidated financial statements of Prudential and subsidiaries included
herein should be distinguished from the financial statements of the Separate
Account, and should be considered only as bearing upon the ability of Prudential
to meet its obligations under the Certificates.

Financial statements of the Separate Account are not included in this Prospectus
because the Separate Account had not yet commenced operations as of the date of
this Prospectus.

CONSOLIDATED FINANCIAL STATEMENTS

OF PRUDENTIAL INSURANCE COMPANY

OF AMERICA AND SUBSIDIARIES

[To be filed by pre-effective amendment]

<PAGE>

SUPPLEMENT TO THE
GROUP VARIABLE UNIVERSAL LIFE INSURANCE CONTRACTS
PROSPECTUS REGARDING
THE CPA VARIABLE UNIVERSAL LIFE INSURANCE PLAN

As described more fully in the prospectus, the particular features of each
group contract issued by Prudential may vary. This supplement provides
additional information about certain features that are specific to the Group
Variable Universal Life insurance contract issued to Bankers Trust Company, as
Trustee of the American Institute of Certified Public Accountants ("AICPA")
Insurance Trust. The contract is referred to as the CPA Variable Universal Life
Insurance Plan. This supplement should be read in connection with the prospectus
itself.

1. SPOUSAL INSURANCE. A Participant in the CPA Variable Universal Life
Insurance Plan will also be permitted to obtain insurance under the contract on
his or her spouse whenever such spouse coverage is offered.

2. ISSUANCE OF A CERTIFICATE. Coverage under the CPA Variable Universal
Life Insurance Plan will be issued on an underwritten basis. Coverage under the
CPA Variable Universal Life Insurance plan ends at age 75.

<PAGE>

- 2 -

3. PROCEDURES. All communications relating to a Participant's insurance
under the CPA Variable Universal Life Insurance Plan, including but not limited
to, applications for insurance, premium payments, transfer orders, allocation
orders, and loan requests, must be submitted to the Plan Agent for the AICPA
Insurance Trust who will then transmit the communication to Prudential. All
communications will be deemed received by Prudential when received at the
Prudential address specified in the Certificate, not when received by the Plan
Agent for the AICPA Insurance Trust.

4. PREMIUMS. The CPA Variable Universal Life Insurance Plan does not
provide for a specified premium level that will assure continuation of life
insurance protection for a period of two years.

5. TRANSFERS. The CPA Variable Universal Life Insurance Plan currently
offers telephone transfers, but does not currently offer Dollar Cost Averaging.
Electronic transfers may be permitted in the future.

6. DEATH BENEFIT. In order to assure that the insurance will satisfy the
Internal Revenue Code's definition of life insurance, the death benefit (before
the subtraction of Certificate Debt and unpaid charges) must at least equal the
Certificate Fund divided by the Net Single Premium per dollar of insurance for
the Covered Person's Attained Age. Net Single Premiums are based on the 1980
Commissioners Standard Ordinary mortality table (Male, Age Last Birthday) at
4.0%.

<PAGE>

- 3 -

7. CHANGES IN FACE AMOUNT. Participants in the CPA Variable Universal Life
Insurance Plan will be permitted to increase or decrease the face amount of
their insurance, at certain times each year, to a scheduled amount available at
their Attained Age at the time of the change.

8. CHARGES AND EXPENSES

A. CHARGES DEDUCTED FROM PREMIUMS. In the CPA Variable Universal Life
Insurance Plan, Prudential has agreed to waive the 3 1/2% sales charge and the
$2 premium payment processing fee described in the prospectus. Thus, the only
deductions to be made from Participants' premium payments before investment of
the net premium amounts in the Account will be the charges of 2.25% of each
premium payment for state and local premium taxes and 0.25% of each premium
payment for federal taxes measured by premium. This charge may be increased if
the costs of Prudential's taxes related to premium payments are increased.

B. MONTHLY CERTIFICATE FUND CHARGES. On each contract monthiversary,
Prudential will deduct only the Cost of Insurance charge. This charge covers the
charge for any Additional Insurance Benefits. No other monthly Certificate Fund
Charges apply.

C. TRANSACTION CHARGES. Transaction charges will apply to various
transactions as follows:

Withdrawal: $20, or 2% of the amount withdrawn if less

<PAGE>

- 4 -

Surrender: $20, or 2% of the amount received if less

Loans: $20 per loan

Additional Fund
Statement: $20 per additional statement

Transfers: $20 per transfer after the first 12 in a Certificate
year

Accelerated
Death Benefits: No charge

9. LOANS. In all states Prudential will credit the amount in the Loan
Account at an annual rate of 1.0% less than the interest rate on the loan.

10. TERMINATION OF COVERAGE UPON LEAVING THE ELIGIBLE GROUP. In the event
that a Participant is no longer a member of the group eligible to participate in
the CPA Variable Universal Life Insurance Plan that Participant will not be
eligible to continue insurance under his or her Certificates on a Portable
basis. A Participant whose coverage ends because he or she is no longer a member
of the eligible group may elect any of the other options described under OPTIONS
ON TERMINATION OF COVERAGE at p. 69 of the prospectus.

11. SUICIDE EXCLUSION. If a Covered Person, whether sane or insane, dies by
suicide within one year from the effective date of the Certificate, Prudential
will pay no more under the Certificate than the sum of the premiums paid.

12. ADDITIONAL INSURANCE BENEFITS. The CPA Variable Universal Life
Insurance Plan makes the following additional benefits available to
Participants: the Accelerated Death

<PAGE>

- 5 -

Benefit; the Accidental Death and Dismemberment Benefit; Extended Death
Protection During Total Disability; and Dependent Child Coverage. Except as
noted below, these additional benefits and the effect of electing to receive
these benefits are described in ADDITIONAL INSURANCE BENEFITS at p. 86 of the
prospectus.

The costs of the additional insurance benefits are paid from the monthly
deduction for cost of insurance. The Accelerated Death Benefit and Accidental
Death and Dismemberment Benefit are provided to all Participants.

Dependent Child Coverage and Extended Death Protection During Total Disability
are optional. In years when Experience Credits are paid, Participants who have
elected Dependent Child Coverage or Extended Death Protection During Total
Disability will receive a lower refund than those not electing such benefits.

ACCELERATED DEATH BENEFIT. The Accelerated Death Benefit is available
without charge or interest discount. It is available to spouses.

EXTENDED DEATH PROTECTION DURING TOTAL DISABILITY. Extension of coverage
will not continue beyond age 75, when coverage under the CPA Variable Universal
Life Insurance Plan would normally end.

<PAGE>

PART II

OTHER INFORMATION

<PAGE>

UNDERTAKING TO FILE REPORTS

Subject to the terms and conditions of Section 15(d) of the Securities Exchange
Act of 1934, the undersigned Registrant hereby undertakes to file with the
Securities and Exchange Commission such supplementary and periodic information,
documents, and reports as may be prescribed by any rule or regulation of the
Commission heretofore or hereafter duly adopted pursuant to authority conferred
in that section.

UNDERTAKING WITH RESPECT TO INDEMNIFICATION

Prudential's Directors' and Officers' Liability and Corporation Insurance
Reimbursement Program, purchased by Prudential from Aetna Casualty & Surety
Company, CNA Insurance Companies, Lloyds of London, Great American Insurance
Company, Reliance Insurance Company, Corporate Officers & Directors Assurance
Ltd., A.C.E. Insurance Company, Ltd., XL Insurance Company, Ltd., and
Zurich-American Insurance Company, provides coverage for "Loss" (as defined in
the policies) which the Company pays as indemnification to its directors or
officers resulting from any claim for any actual or alleged act, error,
misstatement, misleading statement, omission, or breach of duty by persons in
the discharge of their duties solely in their capacities as directors or
officers of Prudential, any of its subsidiaries, or certain investment companies
affiliated with Prudential. Coverage is also provided to the individual
directors or officers for such Loss, for which they shall not be indemnified.
Loss essentially is the legal liability on claims against a director or officer,
including adjudicated damages, settlements and reasonable and necessary legal
fees and expenses incurred in defense of adjudicatory proceedings and appeals
therefrom. Loss does not include punitive or exemplary damages or the multiplied

II-1

<PAGE>

portion of any multiplied damage award, criminal or civil fines or penalties
imposed by law, taxes or wages, or matters which are uninsurable under the law
pursuant to which the policies are construed.

There are a number of exclusions from coverage. Among the matters excluded are
Losses arising as the result of (1) claims brought about or contributed to by
the criminal or deliberate fraudulent acts or omissions or the willful violation
of any law by a director or officer, (2) claims based on or attributable to
directors or officers gaining personal profit or advantage to which they were
not legally entitled, and (3) claims arising from actual or alleged performance
of, or failure to perform, services as, or in any capacity similar to, an
investment adviser, investment banker, underwriter, broker or dealer, as those
terms are defined in the Securities Act of 1933, the Securities Exchange Act of
1934, the Investment Advisers Act of 1940, the Investment Company Act of 1940,
any rules or regulations thereunder, or any similar federal, state or local
statute, rule or regulation.

The limit of coverage under the Program for both individual and corporate
reimbursement coverage is $150,000,000. The retention for corporate
reimbursement coverage is $10,000,000 per loss.

The relevant provisions of New Jersey law permitting or requiring
indemnification, New Jersey being the state of organization of Prudential, can
be found in Section 14A:3-5 of the New Jersey Statutes Annotated. The text of
Prudential's by-law 26, which relates to indemnification of officers and
directors, is incorporated by reference to Exhibit 1.A.(6)(b) of Post-Effective
Amendment No. 1 to Form S-6, Registration No. 33-61079, Filed April 25, 1996 on
behalf of The Prudential Variable Appreciable Account.

II-2

<PAGE>

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

II-3

<PAGE>

CONTENTS OF REGISTRATION STATEMENT

This Registration Statement comprises the following papers and documents:

The facing sheet.

Cross-reference to items required by Form N-8B-2.

The prospectus consisting of 106 pages.

A Prospectus Supplement Consisting of 5 pages.

The undertaking to file reports

The undertaking with respect to indemnification

The signatures.

Written consents of the following persons:

Consent of Stuart L. Liebeskind FSA, MAAA (Included in
Exhibit 6)

Consent of Clifford Kirsch, Esq. (To be included in Exhibit
2 to be filed by pre-effective amendment)

Consent of Deloitte & Touche, LLP (to be filed by
pre-effective amendment)

The following exhibits:

1. The following exhibits correspond to those required by paragraph A of
the instructions as to exhibits in Form N-8B-2:

A. (1) Resolution of Board of Directors of The Prudential Insurance
Company of America establishing The Prudential Variable
Contract Account GI-2. (Note 3)

II-4

<PAGE>

(2) Not Applicable.

(3) Distributing Contracts:

(a) Distribution Agreement between Prudential Asset
Management Company Securities Corporation and The
Prudential Insurance Company of America. (Note 4)

(b) Proposed form of Agreement between Prudential Asset
Management Company Securities Corporation and
independent brokers with respect to the Sale of the
Group Contracts and Certificates. (Note 4)

(4) Not Applicable.

(5) (a) Group Contract. (Note 4)

(b) Individual Certificate. (Note 4)

(6) (a) Charter of The Prudential Insurance Company of America,
as amended February 26, 1988. (Note 1)

(b) By-laws of The Prudential Insurance Company of America,
as amended August 8, 1995. (Note 2)

(7) Not Applicable.

(8) Not Applicable.

(9) Not Applicable.

(10) (a) Application Form for Group Contract. (Note 4) (b)
Enrollment Form for Certificate. (Note 4)

2. Opinion and Consent of Clifford Kirsch, Esq. as to the legality of the
securities being registered. (Note 4)

II-5

<PAGE>

3. None.

4. Not Applicable.

5. Not Applicable.

6. Opinion and Consent of Stuart L. Liebeskind, FSA, MAAA, as to
actuarial matters pertaining to the securities being registered. (Note
3)

7. Prudential's representations regarding mortality and expense risks,
sales loads, and distribution financing arrangements. (Note 3)

8. Powers of Attorney for Arthur F. Ryan, Mark B. Grier, Martin
Berkowitz, Franklin A. Agnew, Frederic K. Becker, William W.
Boeschenstein, Lisle C. Carter, Jr., James G. Cullen, Carolyne K.
Davis, Roger A. Enrico, Allan D. Gilmour, William H. Gray, III, Jon F.
Hanson, Constance J. Horner, Allen F. Jacobson, Garnett L. Keith, Jr.,
Burton G. Malkiel, Charles R. Sitter, Donald L. Staheli, Richard M.
Thomson, James A. Unruh, P. Roy Vagelos, M.D., Stanley C. Van Ness,
Paul A. Volcker, and Joseph H. Williams.

9. Memorandum describing Prudential's issuance, transfer, and redemption
procedures for the Certificates pursuant to Rule 6e-3(T)(b)(12)(iii)
(Note 5)

10. Available Contract Riders and Endorsements. (Note 4)

(Note 1) Incorporated by reference to Post-Effective Amendment No. 2 to Form
S-6, Reg. No. 33-20000, filed March 2,

II-6

<PAGE>

1989, on behalf of The Prudential Variable Appreciable Account.

(Note 2) Incorporated by reference to Post-Effective Amendment No. 1 to Form
S-6, Reg. No. 33-61079, filed April 25, 1996, on behalf of The
Prudential Variable Appreciable Account.

(Note 3) Included in the initial filing of this Registration Statement on
February 16, 1996.

(Note 4) To be filed by pre-effective amendment

(Note 5) Revised Exhibit Filed herewith

II-7

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant, The
Prudential Variable Contract Account GI-2, has duly caused this Amended
Registration Statement to be signed on its behalf by the undersigned thereunto
duly authorized, and its seal hereunto affixed and attested, all in the city of
Newark and the State of New Jersey, on this 22nd day of August, 1996.

(Seal)

THE PRUDENTIAL VARIABLE CONTRACT ACCOUNT GI-2
(Registrant)

By: THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
(Depositor)

Attest: /s/ By: /s/
-------------------------------- --------------------------------

John Sieb Stuart L. Liebeskind, FSA, MAAA
Director, Prudential Vice President and Assistant
Group Life Insurance Actuary

Pursuant to the requirements of the Securities Act of 1933, this Amended
Registration Statement has been signed below by the following persons in the
capacities indicated on this 22nd day of August, 1996.

SIGNATURE AND TITLE

* /s/ *By /s/
------------------------------------- --------------------------------
Arthur F. Ryan
Chairman of the Board, President Thomas C. Castano
and Chief Executive Officer (Attorney-in-Fact)

II-8

<PAGE>

* /s/
- --------------------------------------
Mark B. Grier
Executive Vice President and Chief
Financial Officer

* /s/
- --------------------------------------
Martin Berkowitz
Senior Vice President and Comptroller

* /s/
- --------------------------------------
Franklin A. Agnew
Director

* /s/
- --------------------------------------
Frederic K. Becker
Director

* /s/
- --------------------------------------
William W. Boeschenstein
Director

* /s/
- --------------------------------------
Lisle C. Carter, Jr.
Director

* /s/ *By: /s/
- -------------------------------------- -------------------------
James G. Cullen Thomas C. Castano
Director (Attorney-in-Fact)

* /s/
- --------------------------------------
Carolyne K. Davis
Director

II-9

<PAGE>

* /s/
- --------------------------------------
Roger A. Enrico
Director

* /s/
- --------------------------------------
Allan D. Gilmour
Director

* /s/
- --------------------------------------
William H. Gray, III
Director

* /s/
- --------------------------------------
Jon F. Hanson
Director

* /s/
- --------------------------------------
Constance J. Horner
Director

* /s/
- --------------------------------------
Allen F. Jacobson
Director

* /s/
- --------------------------------------
Garnett L. Keith, Jr.
Director

* /s/
- --------------------------------------
Burton G. Malkiel
Director

* /s/ *By: /s/
- -------------------------------------- ------------------------
Charles R. Sitter Thomas C. Castano
Director (Attorney-in-Fact)

II-10

<PAGE>

* /s/
- --------------------------------------
Donald L. Staheli
Director

* /s/
- --------------------------------------
Richard M. Thomson
Director

* /s/
- --------------------------------------
James A. Unruh
Director

* /s/
- --------------------------------------
P. Roy Vagelos, M.D.
Director

* /s/
- --------------------------------------
Stanley C. Van Ness
Director

* /s/ *By: /s/
- -------------------------------------- -------------------------
Paul A. Volcker Thomas C. Castano
Director (Attorney-in-Fact)

* /s/
- --------------------------------------
Joseph H. Williams
Director

II-11

<PAGE>

EXHIBIT INDEX

Exhibit No. Description Page

8 Powers of Attorney for Prudential
Officers and Directors II-13

9 Memorandum describing
Prudential's issuance, transfer,
and redemption procedures for the
Certificates pursuant to Rule
6e-3(T)(b)(12)(iii) II-63

II-12

POWER OF ATTORNEY

Know all men by these presents:

That I, Franklin E. Agnew, of Pittsburgh, Pennsylvania, a member of the
Board of Directors of The Prudential Insurance Company of America, do hereby
make, constitute and appoint as my true and lawful attorneys in fact SUSAN L.
BLOUNT, THOMAS C. CASTANO, THOMAS A. EARLY, THOMAS J. LOFTUS, BERNARD V.
PETERSON, CLIFFORD KIRSCH, PETER T. SCOTT and C. CHRISTOPHER SPRAGUE or any of
them severally for me and in my name, place and stead to sign, where applicable:
Annual Reports on Form 10-K, registration statements on the appropriate forms
prescribed by the Securities and Exchange Commission, and any other periodic
documents and reports required under the Investment Company Act of 1940, the
Securities Act of 1933 and all amendments thereto executed on behalf of The
Prudential Insurance Company of America and filed with the Securities and
Exchange Commission for the following:

The Prudential Variable Contract Account-2 and group variable annuity
contracts, to the extent they represent participating interests in said
Account;

The Prudential Variable Contract Account-10 and group annuity contracts, to
the extent they represent participating interests in said Account;

The Prudential Variable Contract Account-11 and group annuity contracts, to
the extent they represent participating interests in said Account;

The Prudential Variable Contract Account-24 and group annuity contracts, to
the extent they represent participating interests in said Account;

The Prudential Variable Contract Real Property Account and individual
variable life insurance and annuity contracts, to the extent they represent
participating interests in said Account;

Prudential's Investment Plan Account and Systematic Investment Plan
Contracts, to the extent they represent participating interests in said
Account, and shares of the Common Stock of Prudential's Gibraltar Fund;

Prudential's Annuity Plan Account and Variable Annuity Contracts, to the
extent they represent participating interests in said Account, and shares
of the Common Stock of Prudential's Gibraltar Fund;

II-13

<PAGE>

Prudential's Annuity Plan Account-2 and Variable Annuity Contracts, to the
extent they represent participating interests in said Account, and shares
of the Common Stock of Prudential's Gibraltar Fund;

The Prudential Individual Variable Contract Account and Individual Variable
Annuity Contracts, to the extent they represent participating interests in
said Account;

The Prudential Qualified Individual Variable Contract Account and
Individual Variable Annuity Contracts, to the extent they represent
participating interests in said Account;

The Prudential Variable Appreciable Account and Variable Life Insurance
Contracts, to the extent they represent participating interests in said
Account;

The Prudential Variable Life Insurance Account and Variable Life Insurance
Contracts, to the extent they represent participating interests in said
Account; and

The Prudential Variable Contract Account GI-2 and Group Variable Life
Insurance Contracts, to the extent they represent participating interests
in said Account.

IN WITNESS WHEREOF, I have hereunto set my hand this 7th day of February, 1996.

/s/ Franklin E. Agnew
----------------------------
Signature

State of Pennsylvania )
) SS
County of Allegheny )

On this 7th day of February, 1996, before me personally appeared Franklin
E. Agnew, to me known to me to be the person mentioned and described in and who
executed the foregoing instrument and duly acknowledged to me that (s)he
executed the same.

My commission expires:
July 19, 1997

/s/ Karen M. Jenkins
----------------------------
Notary Public

II-14

<PAGE>

POWER OF ATTORNEY

Know all men by these presents:

That I, Frederic K. Becker, of Short Hills, New Jersey, a member of the
Board of Directors of The Prudential Insurance Company of America, do hereby
make, constitute and appoint as my true and lawful attorneys in fact SUSAN L.
BLOUNT, THOMAS C. CASTANO, THOMAS A. EARLY, THOMAS J. LOFTUS, BERNARD V.
PETERSON, CLIFFORD KIRSCH, PETER T. SCOTT and C. CHRISTOPHER SPRAGUE or any of
them severally for me and in my name, place and stead to sign, where applicable:
Annual Reports on Form 10-K, registration statements on the appropriate forms
prescribed by the Securities and Exchange Commission, and any other periodic
documents and reports required under the Investment Company Act of 1940, the
Securities Act of 1933 and all amendments thereto executed on behalf of The
Prudential Insurance Company of America and filed with the Securities and
Exchange Commission for the following:

The Prudential Variable Contract Account-2 and group variable annuity
contracts, to the extent they represent participating interests in said
Account;

The Prudential Variable Contract Account-10 and group annuity contracts, to
the extent they represent participating interests in said Account;

The Prudential Variable Contract Account-11 and group annuity contracts, to
the extent they represent participating interests in said Account;

The Prudential Variable Contract Account-24 and group annuity contracts, to
the extent they represent participating interests in said Account;

The Prudential Variable Contract Real Property Account and individual
variable life insurance and annuity contracts, to the extent they represent
participating interests in said Account;

Prudential's Annuity Plan Account and Variable Annuity Contracts, to the
extent they represent participating interests in said Account, and shares
of the Common Stock of Prudential's Gibraltar Fund;

II-15

<PAGE>

The Prudential Individual Variable Contract Account and Individual Variable
Annuity Contracts, to the extent they represent participating interests in
said Account;

The Prudential Qualified Individual Variable Contract Account and
Individual Variable Annuity Contracts, to the extent they represent
participating interests in said Account;

The Prudential Variable Appreciable Account and Variable Life Insurance
Contracts, to the extent they represent participating interests in said
Account;

The Prudential Variable Life Insurance Account and Variable Life Insurance
Contracts, to the extent they represent participating interests in said
Account; and

The Prudential Variable Contract Account GI-2 and Group Variable Life
Insurance Contracts, to the extent they represent participating interests
in said Account.

IN WITNESS WHEREOF, I have hereunto set my hand this 8th day of February, 1996.

/s/ Frederic K. Becker
------------------------------
Signature

State of New Jersey )
) SS
County of Middlesex )

On this 8th day of February, 1996, before me personally appeared Frederic
K. Becker, to me known to me to be the person mentioned and described in and who
executed the foregoing instrument and duly acknowledged to me that (s)he
executed the same.

My commission expires:
June 27, 1999

/s/ Elizabeth R. Howley
------------------------------
Notary Public

II-16

<PAGE>

POWER OF ATTORNEY

Know all men by these presents:

That I, Martin A. Berkowitz, of Short Hills, New Jersey, Senior Vice
President and Comptroller of The Prudential Insurance Company of America, do
hereby make, constitute and appoint as my true and lawful attorneys in fact
SUSAN L. BLOUNT, THOMAS C. CASTANO, THOMAS A. EARLY, THOMAS J. LOFTUS, BERNARD
V. PETERSON, CLIFFORD KIRSCH, PETER T. SCOTT and C. CHRISTOPHER SPRAGUE or any
of them severally for me and in my name, place and stead to sign, where
applicable: Annual Reports on Form 10-K, registration statements on the
appropriate forms prescribed by the Securities and Exchange Commission, and any
other periodic documents and reports required under the Investment Company Act
of 1940, the Securities Act of 1933 and all amendments thereto executed on
behalf of The Prudential Insurance Company of America and filed with the
Securities and Exchange Commission for the following:

The Prudential Variable Contract Account-2 and group variable annuity
contracts, to the extent they represent participating interests in said
Account;

The Prudential Variable Contract Account-10 and group annuity contracts, to
the extent they represent participating interests in said Account;

The Prudential Variable Contract Account-11 and group annuity contracts, to
the extent they represent participating interests in said Account;

The Prudential Variable Contract Account-24 and group annuity contracts, to
the extent they represent participating interests in said Account;

The Prudential Variable Contract Real Property Account and individual
variable life insurance and annuity contracts, to the extent they represent
participating interests in said Account;

Prudential's Annuity Plan Account and Variable Annuity Contracts, to the
extent they represent participating interests in said Account, and shares
of the Common Stock of Prudential's Gibraltar Fund;

II-17

<PAGE>

The Prudential Individual Variable Contract Account and Individual Variable
Annuity Contracts, to the extent they represent participating interests in
said Account;

The Prudential Qualified Individual Variable Contract Account and
Individual Variable Annuity Contracts, to the extent they represent
participating interests in said Account;

The Prudential Variable Appreciable Account and Variable Life Insurance
Contracts, to the extent they represent participating interests in said
Account;

The Prudential Variable Life Insurance Account and Variable Life Insurance
Contracts, to the extent they represent participating interests in said
Account; and

The Prudential Variable Contract Account GI-2 and Group Variable Life
Insurance Contracts, to the extent they represent participating interests
in said Account.

IN WITNESS WHEREOF, I have hereunto set my hand this 20th day of August, 1996.

/s/ Martin A. Berkowitz
------------------------------
Signature

State of New Jersey )
) SS
County of Essex )

On this 20th day of August, 1996, before me personally appeared Martin A.
Berkowitz, to me known to me to be the person mentioned and described in and who
executed the foregoing instrument and duly acknowledged to me that (s)he
executed the same.

My commission expires:
April 25, 1999

/s/ AIMEE J. TROST
------------------------------
Notary Public

II-18

<PAGE>

POWER OF ATTORNEY

Know all men by these presents:

That I, William W. Boeschenstein, of Perrysburg, Ohio, a member of the
Board of Directors of The Prudential Insurance Company of America, do hereby
make, constitute and appoint as my true and lawful attorneys in fact SUSAN L.
BLOUNT, THOMAS C. CASTANO, THOMAS A. EARLY, THOMAS J. LOFTUS, BERNARD V.
PETERSON, CLIFFORD KIRSCH, PETER T. SCOTT and C. CHRISTOPHER SPRAGUE or any of
them severally for me and in my name, place and stead to sign, where applicable:
Annual Reports on Form 10-K, registration statements on the appropriate forms
prescribed by the Securities and Exchange Commission, and any other periodic
documents and reports required under the Investment Company Act of 1940, the
Securities Act of 1933 and all amendments thereto executed on behalf of The
Prudential Insurance Company of America and filed with the Securities and
Exchange Commission for the following:

The Prudential Variable Contract Account-2 and group variable annuity
contracts, to the extent they represent participating interests in said
Account;

The Prudential Variable Contract Account-10 and group annuity contracts, to
the extent they represent participating interests in said Account;

The Prudential Variable Contract Account-11 and group annuity contracts, to
the extent they represent participating interests in said Account;

The Prudential Variable Contract Account-24 and group annuity contracts, to
the extent they represent participating interests in said Account;

The Prudential Variable Contract Real Property Account and individual
variable life insurance and annuity contracts, to the extent they represent
participating interests in said Account;

Prudential's Annuity Plan Account and Variable Annuity Contracts, to the
extent they represent participating interests in said Account, and shares
of the Common Stock of Prudential's Gibraltar Fund;

II-19

<PAGE>

The Prudential Individual Variable Contract Account and Individual Variable
Annuity Contracts, to the extent they represent participating interests in
said Account;

The Prudential Qualified Individual Variable Contract Account and
Individual Variable Annuity Contracts, to the extent they represent
participating interests in said Account;

The Prudential Variable Appreciable Account and Variable Life Insurance
Contracts, to the extent they represent participating interests in said
Account;

The Prudential Variable Life Insurance Account and Variable Life Insurance
Contracts, to the extent they represent participating interests in said
Account; and

The Prudential Variable Contract Account GI-2 and Group Variable Life
Insurance Contracts, to the extent they represent participating interests
in said Account.

IN WITNESS WHEREOF, I have hereunto set my hand this 8th day of February, 1996.

/s/ W. W. Boeschenstein
------------------------------
Signature

State of Illinois )
) SS
County of Cook )

On this 8th day of February, 1996, before me personally appeared William
W. Boeschenstein, to me known to me to be the person mentioned and described in
and who executed the foregoing instrument and duly acknowledged to me that (s)he
executed the same.

My commission expires:
December 24, 1996

/s/ Karen E. Biege
------------------------------
Notary Public

II-20

<PAGE>

POWER OF ATTORNEY

Know all men by these presents:

That I, Lisle C. Carter, Jr.,of Flint Hill, Virginia, a member of the
Board of Directors of The Prudential Insurance Company of America, do hereby
make, constitute and appoint as my true and lawful attorneys in fact SUSAN L.
BLOUNT, THOMAS C. CASTANO, THOMAS A. EARLY, THOMAS J. LOFTUS, BERNARD V.
PETERSON, CLIFFORD KIRSCH, PETER T. SCOTT and C. CHRISTOPHER SPRAGUE or any of
them severally for me and in my name, place and stead to sign, where applicable:
Annual Reports on Form 10-K, registration statements on the appropriate forms
prescribed by the Securities and Exchange Commission, and any other periodic
documents and reports required under the Investment Company Act of 1940, the
Securities Act of 1933 and all amendments thereto executed on behalf of The
Prudential Insurance Company of America and filed with the Securities and
Exchange Commission for the following:

The Prudential Variable Contract Account-2 and group variable annuity
contracts, to the extent they represent participating interests in said
Account;

The Prudential Variable Contract Account-10 and group annuity contracts, to
the extent they represent participating interests in said Account;

The Prudential Variable Contract Account-11 and group annuity contracts, to
the extent they represent participating interests in said Account;

The Prudential Variable Contract Account-24 and group annuity contracts, to
the extent they represent participating interests in said Account;

The Prudential Variable Contract Real Property Account and individual
variable life insurance and annuity contracts, to the extent they represent
participating interests in said Account;

Prudential's Annuity Plan Account and Variable Annuity Contracts, to the
extent they represent participating interests in said Account, and shares
of the Common Stock of Prudential's Gibraltar Fund;

II-21

<PAGE>

The Prudential Individual Variable Contract Account and Individual Variable
Annuity Contracts, to the extent they represent participating interests in
said Account;

The Prudential Qualified Individual Variable Contract Account and
Individual Variable Annuity Contracts, to the extent they represent
participating interests in said Account;

The Prudential Variable Appreciable Account and Variable Life Insurance
Contracts, to the extent they represent participating interests in said
Account;

The Prudential Variable Life Insurance Account and Variable Life Insurance
Contracts, to the extent they represent participating interests in said
Account; and

The Prudential Variable Contract Account GI-2 and Group Variable Life
Insurance Contracts, to the extent they represent participating interests
in said Account.

IN WITNESS WHEREOF, I have hereunto set my hand this 13th day of February, 1996.

/s/ Lisle C. Carter
------------------------------
Signature

State of New Jersey )
) SS
County of Essex )

On this 13th day of February, 1996, before me personally appeared Lisle C.
Carter, Jr., to me known to me to be the person mentioned and described in and
who executed the foregoing instrument and duly acknowledged to me that (s)he
executed the same.

My commission expires:
December 24, 2000

/s/ Margaret D. McQuade
------------------------------
Notary Public

II-22

<PAGE>

POWER OF ATTORNEY

Know all men by these presents:

That I, James G. Cullen, of Alexandria, Virginia, a member of the Board of
Directors of The Prudential Insurance Company of America, do hereby make,
constitute and appoint as my true and lawful attorneys in fact SUSAN L. BLOUNT,
THOMAS C. CASTANO, THOMAS A. EARLY, THOMAS J. LOFTUS, BERNARD V. PETERSON,
CLIFFORD KIRSCH, PETER T. SCOTT and C. CHRISTOPHER SPRAGUE or any of them
severally for me and in my name, place and stead to sign, where applicable:
Annual Reports on Form 10-K, registration statements on the appropriate forms
prescribed by the Securities and Exchange Commission, and any other periodic
documents and reports required under the Investment Company Act of 1940, the
Securities Act of 1933 and all amendments thereto executed on behalf of The
Prudential Insurance Company of America and filed with the Securities and
Exchange Commission for the following:

The Prudential Variable Contract Account-2 and group variable annuity
contracts, to the extent they represent participating interests in said
Account;

The Prudential Variable Contract Account-10 and group annuity contracts, to
the extent they represent participating interests in said Account;

The Prudential Variable Contract Account-11 and group annuity contracts, to
the extent they represent participating interests in said Account;

The Prudential Variable Contract Account-24 and group annuity contracts, to
the extent they represent participating interests in said Account;

The Prudential Variable Contract Real Property Account and individual
variable life insurance and annuity contracts, to the extent they represent
participating interests in said Account;

Prudential's Annuity Plan Account and Variable Annuity Contracts, to the
extent they represent participating interests in said Account, and shares
of the Common Stock of Prudential's Gibraltar Fund;

II-23

<PAGE>

The Prudential Individual Variable Contract Account and Individual Variable
Annuity Contracts, to the extent they represent participating interests in
said Account;

The Prudential Qualified Individual Variable Contract Account and
Individual Variable Annuity Contracts, to the extent they represent
participating interests in said Account;

The Prudential Variable Appreciable Account and Variable Life Insurance
Contracts, to the extent they represent participating interests in said
Account;

The Prudential Variable Life Insurance Account and Variable Life Insurance
Contracts, to the extent they represent participating interests in said
Account; and

The Prudential Variable Contract Account GI-2 and Group Variable Life
Insurance Contracts, to the extent they represent participating interests
in said Account.

IN WITNESS WHEREOF, I have hereunto set my hand this 13th day of February, 1996.

/s/ James G. Cullen
------------------------------
Signature

State of New Jersey )
) SS
County of Essex )

On this 13th day of February, 1996, before me personally appeared James G.
Cullen, to me known to me to be the person mentioned and described in and who
executed the foregoing instrument and duly acknowledged to me that (s)he
executed the same.

My commission expires:
December 24, 2000

/s/ Margaret D. McQuade
------------------------------
Notary Public

II-24

<PAGE>

POWER OF ATTORNEY

Know all men by these presents:

That I, Carolyne K. Davis, of Fayette, New York, a member of the Board of
Directors of The Prudential Insurance Company of America, do hereby make,
constitute and appoint as my true and lawful attorneys in fact SUSAN L. BLOUNT,
THOMAS C. CASTANO, THOMAS A. EARLY, THOMAS J. LOFTUS, BERNARD V. PETERSON,
CLIFFORD KIRSCH, PETER T. SCOTT and C. CHRISTOPHER SPRAGUE or any of them
severally for me and in my name, place and stead to sign, where applicable:
Annual Reports on Form 10-K, registration statements on the appropriate forms
prescribed by the Securities and Exchange Commission, and any other periodic
documents and reports required under the Investment Company Act of 1940, the
Securities Act of 1933 and all amendments thereto executed on behalf of The
Prudential Insurance Company of America and filed with the Securities and
Exchange Commission for the following:

The Prudential Variable Contract Account-2 and group variable annuity
contracts, to the extent they represent participating interests in said
Account;

The Prudential Variable Contract Account-10 and group annuity contracts, to
the extent they represent participating interests in said Account;

The Prudential Variable Contract Account-11 and group annuity contracts, to
the extent they represent participating interests in said Account;

The Prudential Variable Contract Account-24 and group annuity contracts, to
the extent they represent participating interests in said Account;

The Prudential Variable Contract Real Property Account and individual
variable life insurance and annuity contracts, to the extent they represent
participating interests in said Account;

Prudential's Annuity Plan Account and Variable Annuity Contracts, to the
extent they represent participating interests in said Account, and shares
of the Common Stock of Prudential's Gibraltar Fund;

II-25

<PAGE>

The Prudential Individual Variable Contract Account and Individual Variable
Annuity Contracts, to the extent they represent participating interests in
said Account;

The Prudential Qualified Individual Variable Contract Account and
Individual Variable Annuity Contracts, to the extent they represent
participating interests in said Account;

The Prudential Variable Appreciable Account and Variable Life Insurance
Contracts, to the extent they represent participating interests in said
Account;

The Prudential Variable Life Insurance Account and Variable Life Insurance
Contracts, to the extent they represent participating interests in said
Account; and

The Prudential Variable Contract Account GI-2 and Group Variable Life
Insurance Contracts, to the extent they represent participating interests
in said Account.

IN WITNESS WHEREOF, I have hereunto set my hand this 13th day of February, 1996.

/s/ Carolyne K. Davis
------------------------------
Signature

State of New Jersey )
) SS
County of Essex )

On this 13th day of February, 1996, before me personally appeared Carolyne
K. Davis, to me known to me to be the person mentioned and described in and who
executed the foregoing instrument and duly acknowledged to me that (s)he
executed the same.

My commission expires:
December 24, 2000

/s/ Margaret D. McQuade
------------------------------
Notary Public

II-26

<PAGE>

POWER OF ATTORNEY

Know all men by these presents:

That I, Roger A. Enrico, of Dallas, Texas, a member of the Board of
Directors of The Prudential Insurance Company of America, do hereby make,
constitute and appoint as my true and lawful attorneys in fact SUSAN L. BLOUNT,
THOMAS C. CASTANO, THOMAS A. EARLY, THOMAS J. LOFTUS, BERNARD V. PETERSON,
CLIFFORD KIRSCH, PETER T. SCOTT and C. CHRISTOPHER SPRAGUE or any of them
severally for me and in my name, place and stead to sign, where applicable:
Annual Reports on Form 10-K, registration statements on the appropriate forms
prescribed by the Securities and Exchange Commission, and any other periodic
documents and reports required under the Investment Company Act of 1940, the
Securities Act of 1933 and all amendments thereto executed on behalf of The
Prudential Insurance Company of America and filed with the Securities and
Exchange Commission for the following:

The Prudential Variable Contract Account-2 and group variable annuity
contracts, to the extent they represent participating interests in said
Account;

The Prudential Variable Contract Account-10 and group annuity
contracts, to the extent they represent participating interests in said
Account;

The Prudential Variable Contract Account-11 and group annuity
contracts, to the extent they represent participating interests in said
Account;

The Prudential Variable Contract Account-24 and group annuity
contracts, to the extent they represent participating interests in said
Account;

The Prudential Variable Contract Real Property Account and individual
variable life insurance and annuity contracts, to the extent they
represent participating interests in said Account;

Prudential's Annuity Plan Account and Variable Annuity Contracts, to
the extent they represent participating interests in said Account, and
shares of the Common Stock of Prudential's Gibraltar Fund;

Prudential's Annuity Plan Account-2 and Variable Annuity Contracts, to
the extent they represent participating interests in said Account, and
shares of the Common Stock of Prudential's Gibraltar Fund;

II-27

<PAGE>

The Prudential Individual Variable Contract Account and Individual Variable
Annuity Contracts, to the extent they represent participating interests in
said Account;

The Prudential Qualified Individual Variable Contract Account and
Individual Variable Annuity Contracts, to the extent they represent
participating interests in said Account;

The Prudential Variable Appreciable Account and Variable Life Insurance
Contracts, to the extent they represent participating interests in said
Account;

The Prudential Variable Life Insurance Account and Variable Life Insurance
Contracts, to the extent they represent participating interests in said
Account; and

The Prudential Variable Contract Account GI-2 and Group Variable Life
Insurance Contracts, to the extent they represent participating interests
in said Account.

IN WITNESS WHEREOF, I have hereunto set my hand this 12th day of February,
1996.

/s/ Roger A. Enrico
-------------------------
Signature

State of Texas )
) SS ###-##-####
County of Dallas )

On this 12th day of February, 1996, before me personally appeared Roger A.
Enrico, to me known to me to be the person mentioned and described in and who
executed the foregoing instrument and duly acknowledged to me that (s)he
executed the same.

My commission expires:
May 17, 1999

/s/ Kathleen M. Cloud
---------------------------
Notary Public

II-28

<PAGE>

POWER OF ATTORNEY

Know all men by these presents:

That I, Allan D. Gilmour, of Dearborn, Michigan, a member of the Board of
Directors of The Prudential Insurance Company of America, do hereby make,
constitute and appoint as my true and lawful attorneys in fact SUSAN L. BLOUNT,
THOMAS C. CASTANO, THOMAS A. EARLY, THOMAS J. LOFTUS, BERNARD V. PETERSON,
CLIFFORD KIRSCH, PETER T. SCOTT and C. CHRISTOPHER SPRAGUE or any of them
severally for me and in my name, place and stead to sign, where applicable:
Annual Reports on Form 10-K, registration statements on the appropriate forms
prescribed by the Securities and Exchange Commission, and any other periodic
documents and reports required under the Investment Company Act of 1940, the
Securities Act of 1933 and all amendments thereto executed on behalf of The
Prudential Insurance Company of America and filed with the Securities and
Exchange Commission for the following:

The Prudential Variable Contract Account-2 and group variable annuity
contracts, to the extent they represent participating interests in said
Account;

The Prudential Variable Contract Account-10 and group annuity contracts, to
the extent they represent participating interests in said Account;

The Prudential Variable Contract Account-11 and group annuity contracts, to
the extent they represent participating interests in said Account;

The Prudential Variable Contract Account-24 and group annuity contracts, to
the extent they represent participating interests in said Account;

The Prudential Variable Contract Real Property Account and individual
variable life insurance and annuity contracts, to the extent they represent
participating interests in said Account;

Prudential's Annuity Plan Account and Variable Annuity Contracts, to the
extent they represent participating interests in said Account, and shares
of the Common Stock of Prudential's Gibraltar Fund;

II-29

<PAGE>

The Prudential Individual Variable Contract Account and Individual Variable
Annuity Contracts, to the extent they represent participating interests in
said Account;

The Prudential Qualified Individual Variable Contract Account and
Individual Variable Annuity Contracts, to the extent they represent
participating interests in said Account;

The Prudential Variable Appreciable Account and Variable Life Insurance
Contracts, to the extent they represent participating interests in said
Account;

The Prudential Variable Life Insurance Account and Variable Life Insurance
Contracts, to the extent they represent participating interests in said
Account; and

The Prudential Variable Contract Account GI-2 and Group Variable Life
Insurance Contracts, to the extent they represent participating interests
in said Account.

IN WITNESS WHEREOF, I have hereunto set my hand this 13th day of February,
1996.

/s/ Allan D. Gilmour
--------------------------
Signature

State of New Jersey )
) SS
County of Essex )

On this 13th day of February , 1996, before me personally appeared Allan D.
Gilmour, to me known to me to be the person mentioned and described in and who
executed the foregoing instrument and duly acknowledged to me that (s)he
executed the same.

My commission expires:
December 24, 2000

/s/ Margaret D. McQuade
----------------------------
Notary Public

II-30

<PAGE>

POWER OF ATTORNEY

Know all men by these presents:

That I, William H. Gray III, of Vienna , Virginia , a member of the Board
of Directors of The Prudential Insurance Company of America, do hereby make,
constitute and appoint as my true and lawful attorneys in fact SUSAN L. BLOUNT,
THOMAS C. CASTANO, THOMAS A. EARLY, THOMAS J. LOFTUS, BERNARD V. PETERSON,
CLIFFORD KIRSCH, PETER T. SCOTT and C. CHRISTOPHER SPRAGUE or any of them
severally for me and in my name, place and stead to sign, where applicable:
Annual Reports on Form 10-K, registration statements on the appropriate forms
prescribed by the Securities and Exchange Commission, and any other periodic
documents and reports required under the Investment Company Act of 1940, the
Securities Act of 1933 and all amendments thereto executed on behalf of The
Prudential Insurance Company of America and filed with the Securities and
Exchange Commission for the following:

The Prudential Variable Contract Account-2 and group variable annuity
contracts, to the extent they represent participating interests in said
Account;

The Prudential Variable Contract Account-10 and group annuity contracts, to
the extent they represent participating interests in said Account;

The Prudential Variable Contract Account-11 and group annuity contracts, to
the extent they represent participating interests in said Account;

The Prudential Variable Contract Account-24 and group annuity contracts, to
the extent they represent participating interests in said Account;

The Prudential Variable Contract Real Property Account and individual
variable life insurance and annuity contracts, to the extent they represent
participating interests in said Account;

Prudential's Annuity Plan Account and Variable Annuity Contracts, to the
extent they represent participating interests in said Account, and shares
of the Common Stock of Prudential's Gibraltar Fund;

II-31

<PAGE>

The Prudential Individual Variable Contract Account and Individual Variable
Annuity Contracts, to the extent they represent participating interests in
said Account;

The Prudential Qualified Individual Variable Contract Account and
Individual Variable Annuity Contracts, to the extent they represent
participating interests in said Account;

The Prudential Variable Appreciable Account and Variable Life Insurance
Contracts, to the extent they represent participating interests in said
Account;

The Prudential Variable Life Insurance Account and Variable Life Insurance
Contracts, to the extent they represent participating interests in said
Account; and

The Prudential Variable Contract Account GI-2 and Group Variable Life
Insurance Contracts, to the extent they represent participating interests
in said Account.

IN WITNESS WHEREOF, I have hereunto set my hand this 13th day of February,
1996.

/s/ William H. Gray III
------------------------------
Signature

State of New Jersey )
) SS
County of Essex )

On this 13th day of February , 1996, before me personally appeared William
H. Gray III, to me known to me to be the person mentioned and described in and
who executed the foregoing instrument and duly acknowledged to me that (s)he
executed the same.

My commission expires:
December 24, 2000

/s/ Margaret D. McQuade
------------------------------
Notary Public

II-32

<PAGE>

POWER OF ATTORNEY

Know all men by these presents:

That I, Mark B. Grier, of Pittsford, New York, Principal Financial Officer
of The Prudential Insurance Company of America, do hereby make, constitute and
appoint as my true and lawful attorneys in fact SUSAN L. BLOUNT, THOMAS C.
CASTANO, THOMAS A. EARLY, THOMAS J. LOFTUS, BERNARD V. PETERSON, CLIFFORD
KIRSCH, PETER T. SCOTT and C. CHRISTOPHER SPRAGUE or any of them severally for
me and in my name, place and stead to sign, where applicable: Annual Reports on
Form 10-K, registration statements on the appropriate forms prescribed by the
Securities and Exchange Commission, and any other periodic documents and reports
required under the Investment Company Act of 1940, the Securities Act of 1933
and all amendments thereto executed on behalf of The Prudential Insurance
Company of America and filed with the Securities and Exchange Commission for the
following:

The Prudential Variable Contract Account-2 and group variable annuity
contracts, to the extent they represent participating interests in said
Account;

The Prudential Variable Contract Account-10 and group annuity contracts, to
the extent they represent participating interests in said Account;

The Prudential Variable Contract Account-11 and group annuity contracts, to
the extent they represent participating interests in said Account;

The Prudential Variable Contract Account-24 and group annuity contracts, to
the extent they represent participating interests in said Account;

The Prudential Variable Contract Real Property Account and individual
variable life insurance and annuity contracts, to the extent they represent
participating interests in said Account;

Prudential's Annuity Plan Account and Variable Annuity Contracts, to the
extent they represent participating interests in said Account, and shares
of the Common Stock of Prudential's Gibraltar Fund;

II-33

<PAGE>

The Prudential Individual Variable Contract Account and Individual Variable
Annuity Contracts, to the extent they represent participating interests in
said Account;

The Prudential Qualified Individual Variable Contract Account and
Individual Variable Annuity Contracts, to the extent they represent
participating interests in said Account;

The Prudential Variable Appreciable Account and Variable Life Insurance
Contracts, to the extent they represent participating interests in said
Account;

The Prudential Variable Life Insurance Account and Variable Life Insurance
Contracts, to the extent they represent participating interests in said
Account; and

The Prudential Variable Contract Account GI-2 and Group Variable Life
Insurance Contracts, to the extent they represent participating interests
in said Account.

IN WITNESS WHEREOF, I have hereunto set my hand this 12th day of April,
1996.

/s/ Mark B. Grier
----------------------
Signature

State of New Jersey )
) SS
County of Essex )

On this 12th day of April, 1996, before me personally appeared Mark B.
Grier, to me known to me to be the person mentioned and described in and who
executed the foregoing instrument and duly acknowledged to me that (s)he
executed the same.

My commission expires:
March 31, 1998

/s/ Clementina Ferrigno
----------------------------
Notary Public

II-34

<PAGE>

POWER OF ATTORNEY

Know all men by these presents:

That I, Jon F. Hanson, of Far Hills, New Jersey, a member of the Board of
Directors of The Prudential Insurance Company of America, do hereby make,
constitute and appoint as my true and lawful attorneys in fact SUSAN L. BLOUNT,
THOMAS C. CASTANO, THOMAS A. EARLY, THOMAS J. LOFTUS, BERNARD V. PETERSON,
CLIFFORD KIRSCH, PETER T. SCOTT and C. CHRISTOPHER SPRAGUE or any of them
severally for me and in my name, place and stead to sign, where applicable:
Annual Reports on Form 10-K, registration statements on the appropriate forms
prescribed by the Securities and Exchange Commission, and any other periodic
documents and reports required under the Investment Company Act of 1940, the
Securities Act of 1933 and all amendments thereto executed on behalf of The
Prudential Insurance Company of America and filed with the Securities and
Exchange Commission for the following:

The Prudential Variable Contract Account-2 and group variable annuity
contracts, to the extent they represent participating interests in said
Account;

The Prudential Variable Contract Account-10 and group annuity contracts, to
the extent they represent participating interests in said Account;

The Prudential Variable Contract Account-11 and group annuity contracts, to
the extent they represent participating interests in said Account;

The Prudential Variable Contract Account-24 and group annuity contracts, to
the extent they represent participating interests in said Account;

The Prudential Variable Contract Real Property Account and individual
variable life insurance and annuity contracts, to the extent they represent
participating interests in said Account;

Prudential's Annuity Plan Account and Variable Annuity Contracts, to the
extent they represent participating interests in said Account, and shares
of the Common Stock of Prudential's Gibraltar Fund;

II-35

<PAGE>

The Prudential Individual Variable Contract Account and Individual Variable
Annuity Contracts, to the extent they represent participating interests in
said Account;

The Prudential Qualified Individual Variable Contract Account and
Individual Variable Annuity Contracts, to the extent they represent
participating interests in said Account;

The Prudential Variable Appreciable Account and Variable Life Insurance
Contracts, to the extent they represent participating interests in said
Account;

The Prudential Variable Life Insurance Account and Variable Life Insurance
Contracts, to the extent they represent participating interests in said
Account; and

The Prudential Variable Contract Account GI-2 and Group Variable Life
Insurance Contracts, to the extent they represent participating interests
in said Account.

IN WITNESS WHEREOF, I have hereunto set my hand this 8th day of February,
1996.

/s/ Jon F. Hanson
----------------------
Signature

State of New Jersey )
) SS
County of Bergen )

On this 8th day of February , 1996, before me personally appeared Jon F.
Hanson, to me known to me to be the person mentioned and described in and who
executed the foregoing instrument and duly acknowledged to me that (s)he
executed the same.

My commission expires:
May 2, 1996

/s/ Anne R. Ommundsen
--------------------------
Notary Public

II-36

<PAGE>

POWER OF ATTORNEY

Know all men by these presents:

That I, Constance J. Horner, of Washington, D.C., a member of the Board of
Directors of The Prudential Insurance Company of America, do hereby make,
constitute and appoint as my true and lawful attorneys in fact SUSAN L. BLOUNT,
THOMAS C. CASTANO, THOMAS A. EARLY, THOMAS J. LOFTUS, BERNARD V. PETERSON,
CLIFFORD KIRSCH, PETER T. SCOTT and C. CHRISTOPHER SPRAGUE or any of them
severally for me and in my name, place and stead to sign, where applicable:
Annual Reports on Form 10-K, registration statements on the appropriate forms
prescribed by the Securities and Exchange Commission, and any other periodic
documents and reports required under the Investment Company Act of 1940, the
Securities Act of 1933 and all amendments thereto executed on behalf of The
Prudential Insurance Company of America and filed with the Securities and
Exchange Commission for the following:

The Prudential Variable Contract Account-2 and group variable annuity
contracts, to the extent they represent participating interests in said
Account;

The Prudential Variable Contract Account-10 and group annuity contracts, to
the extent they represent participating interests in said Account;

The Prudential Variable Contract Account-11 and group annuity contracts, to
the extent they represent participating interests in said Account;

The Prudential Variable Contract Account-24 and group annuity contracts, to
the extent they represent participating interests in said Account;

The Prudential Variable Contract Real Property Account and individual
variable life insurance and annuity contracts, to the extent they represent
participating interests in said Account;

Prudential's Annuity Plan Account and Variable Annuity Contracts, to the
extent they represent participating interests in said Account, and shares
of the Common Stock of Prudential's Gibraltar Fund;

II-37

<PAGE>

The Prudential Individual Variable Contract Account and Individual Variable
Annuity Contracts, to the extent they represent participating interests in
said Account;

The Prudential Qualified Individual Variable Contract Account and
Individual Variable Annuity Contracts, to the extent they represent
participating interests in said Account;

The Prudential Variable Appreciable Account and Variable Life Insurance
Contracts, to the extent they represent participating interests in said
Account;

The Prudential Variable Life Insurance Account and Variable Life Insurance
Contracts, to the extent they represent participating interests in said
Account; and

The Prudential Variable Contract Account GI-2 and Group Variable Life
Insurance Contracts, to the extent they represent participating interests
in said Account.

IN WITNESS WHEREOF, I have hereunto set my hand this 13th day of February,
1996.

/s/ Constance Horner
-------------------------
Signature

State of New Jersey )
) SS
County of Essex )

On this 13th day of February, 1996, before me personally appeared
Constance J. Horner, to me known to me to be the person mentioned and described
in and who executed the foregoing instrument and duly acknowledged to me that
(s)he executed the same.

My commission expires:
December 24, 2000

/s/ Margaret D. McQuade
-----------------------------
Notary Public
II-38

<PAGE>

POWER OF ATTORNEY

Know all men by these presents:

That I, Allen F. Jacobson, of Naples, Florida, a member of the Board of
Directors of The Prudential Insurance Company of America, do hereby make,
constitute and appoint as my true and lawful attorneys in fact SUSAN L. BLOUNT,
THOMAS C. CASTANO, THOMAS A. EARLY, THOMAS J. LOFTUS, BERNARD V. PETERSON,
CLIFFORD KIRSCH, PETER T. SCOTT and C. CHRISTOPHER SPRAGUE or any of them
severally for me and in my name, place and stead to sign, where applicable:
Annual Reports on Form 10-K, registration statements on the appropriate forms
prescribed by the Securities and Exchange Commission, and any other periodic
documents and reports required under the Investment Company Act of 1940, the
Securities Act of 1933 and all amendments thereto executed on behalf of The
Prudential Insurance Company of America and filed with the Securities and
Exchange Commission for the following:

The Prudential Variable Contract Account-2 and group variable annuity
contracts, to the extent they represent participating interests in said
Account;

The Prudential Variable Contract Account-10 and group annuity contracts, to
the extent they represent participating interests in said Account;

The Prudential Variable Contract Account-11 and group annuity contracts, to
the extent they represent participating interests in said Account;

The Prudential Variable Contract Account-24 and group annuity contracts, to
the extent they represent participating interests in said Account;

The Prudential Variable Contract Real Property Account and individual
variable life insurance and annuity contracts, to the extent they represent
participating interests in said Account;

Prudential's Annuity Plan Account and Variable Annuity Contracts, to the
extent they represent participating interests in said Account, and shares
of the Common Stock of Prudential's Gibraltar Fund;

II-39

<PAGE>

The Prudential Individual Variable Contract Account and Individual Variable
Annuity Contracts, to the extent they represent participating interests in
said Account;

The Prudential Qualified Individual Variable Contract Account and
Individual Variable Annuity Contracts, to the extent they represent
participating interests in said Account;

The Prudential Variable Appreciable Account and Variable Life Insurance
Contracts, to the extent they represent participating interests in said
Account;

The Prudential Variable Life Insurance Account and Variable Life Insurance
Contracts, to the extent they represent participating interests in said
Account; and

The Prudential Variable Contract Account GI-2 and Group Variable Life
Insurance Contracts, to the extent they represent participating interests
in said Account.

IN WITNESS WHEREOF, I have hereunto set my hand this 9th day of February,
1996.

/s/ Allen F. Jacobson
----------------------------
Signature

State of Minnesota )
) SS
County of Ramsey )

On this 9th day of February , 1996, before me personally appeared Allen F.
Jacobson, to me known to me to be the person mentioned and described in and who
executed the foregoing instrument and duly acknowledged to me that (s)he
executed the same.

My commission expires:
January 31, 2000

/s/ Charlene L. Reuter
---------------------------
Notary Public

II-40

<PAGE>

POWER OF ATTORNEY

Know all men by these presents:

That I, Garnett L. Keith, Jr. of Chatham, New Jersey, a member of the Board
of Directors of The Prudential Insurance Company of America, do hereby make,
constitute and appoint as my true and lawful attorneys in fact SUSAN L. BLOUNT,
THOMAS C. CASTANO, THOMAS A. EARLY, THOMAS J. LOFTUS, BERNARD V. PETERSON,
CLIFFORD KIRSCH, PETER T. SCOTT and C. CHRISTOPHER SPRAGUE or any of them
severally for me and in my name, place and stead to sign, where applicable:
Annual Reports on Form 10-K, registration statements on the appropriate forms
prescribed by the Securities and Exchange Commission, and any other periodic
documents and reports required under the Investment Company Act of 1940, the
Securities Act of 1933 and all amendments thereto executed on behalf of The
Prudential Insurance Company of America and filed with the Securities and
Exchange Commission for the following:

The Prudential Variable Contract Account-2 and group variable annuity
contracts, to the extent they represent participating interests in said
Account;

The Prudential Variable Contract Account-10 and group annuity contracts, to
the extent they represent participating interests in said Account;

The Prudential Variable Contract Account-11 and group annuity contracts, to
the extent they represent participating interests in said Account;

The Prudential Variable Contract Account-24 and group annuity contracts, to
the extent they represent participating interests in said Account;

The Prudential Variable Contract Real Property Account and individual
variable life insurance and annuity contracts, to the extent they represent
participating interests in said Account;

Prudential's Annuity Plan Account and Variable Annuity Contracts, to the
extent they represent participating interests in said Account, and shares
of the Common Stock of Prudential's Gibraltar Fund;

II-41

<PAGE>

The Prudential Individual Variable Contract Account and Individual Variable
Annuity Contracts, to the extent they represent participating interests in
said Account;

The Prudential Qualified Individual Variable Contract Account and
Individual Variable Annuity Contracts, to the extent they represent
participating interests in said Account;

The Prudential Variable Appreciable Account and Variable Life Insurance
Contracts, to the extent they represent participating interests in said
Account;

The Prudential Variable Life Insurance Account and Variable Life Insurance
Contracts, to the extent they represent participating interests in said
Account; and

The Prudential Variable Contract Account GI-2 and Group Variable Life
Insurance Contracts, to the extent they represent participating interests
in said Account.

IN WITNESS WHEREOF, I have hereunto set my hand this 12th day of February,
1996.

/s/ Garnett L. Keith, Jr.
----------------------------
Signature

State of New Jersey )
) SS
County of Essex )

On this 12th day of February, 1996, before me personally appeared Garnett
L. Keith, Jr., to me known to me to be the person mentioned and described in and
who executed the foregoing instrument and duly acknowledged to me that (s)he
executed the same.

My commission expires:
April 7, 1997

/s/ Marga Conn
----------------------
Notary Public

II-42

<PAGE>

POWER OF ATTORNEY

Know all men by these presents:

That I, Burton G. Malkiel, of Princeton, New Jersey, a member of the
Board of Directors of The Prudential Insurance Company of America, do hereby
make, constitute and appoint as my true and lawful attorneys in fact SUSAN L.
BLOUNT, THOMAS C. CASTANO, THOMAS A. EARLY, THOMAS J. LOFTUS, BERNARD V.
PETERSON, CLIFFORD KIRSCH, PETER T. SCOTT and C. CHRISTOPHER SPRAGUE or any of
them severally for me and in my name, place and stead to sign, where applicable:
Annual Reports on Form 10-K, registration statements on the appropriate forms
prescribed by the Securities and Exchange Commission, and any other periodic
documents and reports required under the Investment Company Act of 1940, the
Securities Act of 1933 and all amendments thereto executed on behalf of The
Prudential Insurance Company of America and filed with the Securities and
Exchange Commission for the following:

The Prudential Variable Contract Account-2 and group variable annuity
contracts, to the extent they represent participating interests in said
Account;

The Prudential Variable Contract Account-10 and group annuity contracts, to
the extent they represent participating interests in said Account;

The Prudential Variable Contract Account-11 and group annuity contracts, to
the extent they represent participating interests in said Account;

The Prudential Variable Contract Account-24 and group annuity contracts, to
the extent they represent participating interests in said Account;

The Prudential Variable Contract Real Property Account and individual
variable life insurance and annuity contracts, to the extent they represent
participating interests in said Account;

Prudential's Annuity Plan Account and Variable Annuity Contracts, to the
extent they represent participating interests in said Account, and shares
of the Common Stock of Prudential's Gibraltar Fund;

II-43
<PAGE>

The Prudential Individual Variable Contract Account and Individual Variable
Annuity Contracts, to the extent they represent participating interests in
said Account;

The Prudential Qualified Individual Variable Contract Account and
Individual Variable Annuity Contracts, to the extent they represent
participating interests in said Account;

The Prudential Variable Appreciable Account and Variable Life Insurance
Contracts, to the extent they represent participating interests in said
Account;

The Prudential Variable Life Insurance Account and Variable Life Insurance
Contracts, to the extent they represent participating interests in said
Account; and

The Prudential Variable Contract Account GI-2 and Group Variable Life
Insurance Contracts, to the extent they represent participating interests
in said Account.

IN WITNESS WHEREOF, I have hereunto set my hand this 13th day of February, 1996.

/s/ Burton G. Malkiel
---------------------
Signature

State of New Jersey )
) SS
County of Essex )

On this 13th day of February, 1996, before me personally appeared Burton G.
Malkiel, to me known to me to be the person mentioned and described in and who
executed the foregoing instrument and duly acknowledged to me that (s)he
executed the same.

My commission expires:
December 24, 2000

/s/ Margaret D. McQuade
-----------------------
Notary Public

II-44
<PAGE>

POWER OF ATTORNEY

Know all men by these presents:

That I, Arthur F. Ryan, of Mendham, New Jersey, a member of the Board of
Directors of The Prudential Insurance Company of America, do hereby make,
constitute and appoint as my true and lawful attorneys in fact SUSAN L. BLOUNT,
THOMAS C. CASTANO, THOMAS A. EARLY, THOMAS J. LOFTUS, BERNARD V. PETERSON,
CLIFFORD KIRSCH, PETER T. SCOTT and C. CHRISTOPHER SPRAGUE or any of them
severally for me and in my name, place and stead to sign, where applicable:
Annual Reports on Form 10-K, registration statements on the appropriate forms
prescribed by the Securities and Exchange Commission, and any other periodic
documents and reports required under the Investment Company Act of 1940, the
Securities Act of 1933 and all amendments thereto executed on behalf of The
Prudential Insurance Company of America and filed with the Securities and
Exchange Commission for the following:

The Prudential Variable Contract Account-2 and group variable annuity
contracts, to the extent they represent participating interests in said
Account;

The Prudential Variable Contract Account-10 and group annuity contracts, to
the extent they represent participating interests in said Account;

The Prudential Variable Contract Account-11 and group annuity contracts, to
the extent they represent participating interests in said Account;

The Prudential Variable Contract Account-24 and group annuity contracts, to
the extent they represent participating interests in said Account;

The Prudential Variable Contract Real Property Account and individual
variable life insurance and annuity contracts, to the extent they represent
participating interests in said Account;

Prudential's Annuity Plan Account and Variable Annuity Contracts, to the
extent they represent participating interests in said Account, and shares
of the Common Stock of Prudential's Gibraltar Fund;

II-45
<PAGE>

The Prudential Individual Variable Contract Account and Individual Variable
Annuity Contracts, to the extent they represent participating interests in
said Account;

The Prudential Qualified Individual Variable Contract Account and
Individual Variable Annuity Contracts, to the extent they represent
participating interests in said Account;

The Prudential Variable Appreciable Account and Variable Life Insurance
Contracts, to the extent they represent participating interests in said
Account;

The Prudential Variable Life Insurance Account and Variable Life Insurance
Contracts, to the extent they represent participating interests in said
Account; and

The Prudential Variable Contract Account GI-2 and Group Variable Life
Insurance Contracts, to the extent they represent participating interests
in said Account.

IN WITNESS WHEREOF, I have hereunto set my hand this 12th day of February, 1996.

/s/ Arthur F. Ryan
-------------------
Signature

State of New Jersey )
) SS
County of Essex )

On this 12th day of February, 1996, before me personally appeared
Arthur F. Ryan, to me known to me to be the person mentioned and described in
and who executed the foregoing instrument and duly acknowledged to me that (s)he
executed the same.

My commission expires:
December 24, 2000

/s/ Margaret D. McQuade
------------------------
Notary Public

II-46
<PAGE>

POWER OF ATTORNEY

Know all men by these presents:

That I, Charles R. Sitter, of Dallas, Texas, a member of the Board of
Directors of The Prudential Insurance Company of America, do hereby make,
constitute and appoint as my true and lawful attorneys in fact SUSAN L. BLOUNT,
THOMAS C. CASTANO, THOMAS A. EARLY, THOMAS J. LOFTUS, BERNARD V. PETERSON,
CLIFFORD KIRSCH, PETER T. SCOTT and C. CHRISTOPHER SPRAGUE or any of them
severally for me and in my name, place and stead to sign, where applicable:
Annual Reports on Form 10-K, registration statements on the appropriate forms
prescribed by the Securities and Exchange Commission, and any other periodic
documents and reports required under the Investment Company Act of 1940, the
Securities Act of 1933 and all amendments thereto executed on behalf of The
Prudential Insurance Company of America and filed with the Securities and
Exchange Commission for the following:

The Prudential Variable Contract Account-2 and group variable annuity
contracts, to the extent they represent participating interests in said
Account;

The Prudential Variable Contract Account-10 and group annuity contracts, to
the extent they represent participating interests in said Account;

The Prudential Variable Contract Account-11 and group annuity contracts, to
the extent they represent participating interests in said Account;

The Prudential Variable Contract Account-24 and group annuity contracts, to
the extent they represent participating interests in said Account;

The Prudential Variable Contract Real Property Account and individual
variable life insurance and annuity contracts, to the extent they represent
participating interests in said Account;

Prudential's Annuity Plan Account and Variable Annuity Contracts, to the
extent they represent participating interests in said Account, and shares
of the Common Stock of Prudential's Gibraltar Fund;

II-47
<PAGE>

The Prudential Individual Variable Contract Account and Individual Variable
Annuity Contracts, to the extent they represent participating interests in
said Account;

The Prudential Qualified Individual Variable Contract Account and
Individual Variable Annuity Contracts, to the extent they represent
participating interests in said Account;

The Prudential Variable Appreciable Account and Variable Life Insurance
Contracts, to the extent they represent participating interests in said
Account;

The Prudential Variable Life Insurance Account and Variable Life Insurance
Contracts, to the extent they represent participating interests in said
Account; and

The Prudential Variable Contract Account GI-2 and Group Variable Life
Insurance Contracts, to the extent they represent participating interests
in said Account.

IN WITNESS WHEREOF, I have hereunto set my hand this 13th day of February, 1996.

/s/ Charles R. Sitter
---------------------
Signature

State of New Jersey )
) SS
County of Essex )

On this 13th day of February, 1996, before me personally appeared Charles
R. Sitter , to me known to me to be the person mentioned and described in and
who executed the foregoing instrument and duly acknowledged to me that (s)he
executed the same.

My commission expires:
December 24, 2000

/s/ Margaret D. McQuade
-----------------------
Notary Public

II-48
<PAGE>

POWER OF ATTORNEY

Know all men by these presents:

That I, Donald L. Staheli, of New Canaan, Connecticut, a member of the
Board of Directors of The Prudential Insurance Company of America, do hereby
make, constitute and appoint as my true and lawful attorneys in fact SUSAN L.
BLOUNT, THOMAS C. CASTANO, THOMAS A. EARLY, THOMAS J. LOFTUS, BERNARD V.
PETERSON, CLIFFORD KIRSCH, PETER T. SCOTT and C. CHRISTOPHER SPRAGUE or any of
them severally for me and in my name, place and stead to sign, where applicable:
Annual Reports on Form 10-K, registration statements on the appropriate forms
prescribed by the Securities and Exchange Commission, and any other periodic
documents and reports required under the Investment Company Act of 1940, the
Securities Act of 1933 and all amendments thereto executed on behalf of The
Prudential Insurance Company of America and filed with the Securities and
Exchange Commission for the following:

The Prudential Variable Contract Account-2 and group variable annuity
contracts, to the extent they represent participating interests in said
Account;

The Prudential Variable Contract Account-10 and group annuity contracts, to
the extent they represent participating interests in said Account;

The Prudential Variable Contract Account-11 and group annuity contracts, to
the extent they represent participating interests in said Account;

The Prudential Variable Contract Account-24 and group annuity contracts, to
the extent they represent participating interests in said Account;

The Prudential Variable Contract Real Property Account and individual
variable life insurance and annuity contracts, to the extent they represent
participating interests in said Account;

Prudential's Annuity Plan Account and Variable Annuity Contracts, to the
extent they represent participating interests in said Account, and shares
of the Common Stock of Prudential's Gibraltar Fund;

II-49
<PAGE>

The Prudential Individual Variable Contract Account and Individual Variable
Annuity Contracts, to the extent they represent participating interests in
said Account;

The Prudential Qualified Individual Variable Contract Account and
Individual Variable Annuity Contracts, to the extent they represent
participating interests in said Account;

The Prudential Variable Appreciable Account and Variable Life Insurance
Contracts, to the extent they represent participating interests in said
Account;

The Prudential Variable Life Insurance Account and Variable Life Insurance
Contracts, to the extent they represent participating interests in said
Account; and

The Prudential Variable Contract Account GI-2 and Group Variable Life
Insurance Contracts, to the extent they represent participating interests
in said Account.

IN WITNESS WHEREOF, I have hereunto set my hand this 9th day of February, 1996.

/s/ Donald L. Staheli
---------------------
Signature

State of New York )
) SS
County of New York )

On this 9th day of February, 1996, before me personally appeared Donald L.
Staheli, to me known to me to be the person mentioned and described in and who
executed the foregoing instrument and duly acknowledged to me that (s)he
executed the same.

My commission expires:
July 25, 1996

/s/ Ellen Lieberman
-------------------
Notary Public

II-50
<PAGE>

POWER OF ATTORNEY

Know all men by these presents:

That I, Richard M. Thomson, of Toronto, Ontario, Canada, a member of the
Board of Directors of The Prudential Insurance Company of America, do hereby
make, constitute and appoint as my true and lawful attorneys in fact SUSAN L.
BLOUNT, THOMAS C. CASTANO, THOMAS A. EARLY, THOMAS J. LOFTUS, BERNARD V.
PETERSON, CLIFFORD KIRSCH, PETER T. SCOTT and C. CHRISTOPHER SPRAGUE or any of
them severally for me and in my name, place and stead to sign, where applicable:
Annual Reports on Form 10-K, registration statements on the appropriate forms
prescribed by the Securities and Exchange Commission, and any other periodic
documents and reports required under the Investment Company Act of 1940, the
Securities Act of 1933 and all amendments thereto executed on behalf of The
Prudential Insurance Company of America and filed with the Securities and
Exchange Commission for the following:

The Prudential Variable Contract Account-2 and group variable annuity
contracts, to the extent they represent participating interests in said
Account;

The Prudential Variable Contract Account-10 and group annuity contracts, to
the extent they represent participating interests in said Account;

The Prudential Variable Contract Account-11 and group annuity contracts, to
the extent they represent participating interests in said Account;

The Prudential Variable Contract Account-24 and group annuity contracts, to
the extent they represent participating interests in said Account;

The Prudential Variable Contract Real Property Account and individual
variable life insurance and annuity contracts, to the extent they represent
participating interests in said Account;

Prudential's Annuity Plan Account and Variable Annuity Contracts, to the
extent they represent participating interests in said Account, and shares
of the Common Stock of Prudential's Gibraltar Fund;

II-51
<PAGE>

The Prudential Individual Variable Contract Account and Individual Variable
Annuity Contracts, to the extent they represent participating interests in
said Account;

The Prudential Qualified Individual Variable Contract Account and
Individual Variable Annuity Contracts, to the extent they represent
participating interests in said Account;

The Prudential Variable Appreciable Account and Variable Life Insurance
Contracts, to the extent they represent participating interests in said
Account;

The Prudential Variable Life Insurance Account and Variable Life Insurance
Contracts, to the extent they represent participating interests in said
Account; and

The Prudential Variable Contract Account GI-2 and Group Variable Life
Insurance Contracts, to the extent they represent participating interests
in said Account.

IN WITNESS WHEREOF, I have hereunto set my hand this 13th day of
February, 1996.

/s/ Richard Thomson
-------------------
Signature

State of New Jersey )
) SS
County of Essex )

On this 13th day of February, 1996, before me personally appeared Richard
M. Thompson, to me known to me to be the person mentioned and described in and
who executed the foregoing instrument and duly acknowledged to me that (s)he
executed the same.

My commission expires:
December 24, 2000

/s/ Margaret D. McQuade
-----------------------
Notary Public

II-52
<PAGE>

POWER OF ATTORNEY

Know all men by these presents:

That I, James A. Unruh, of Haverford, Pennsylvania, a member of the Board
of Directors of The Prudential Insurance Company of America, do hereby make,
constitute and appoint as my true and lawful attorneys in fact SUSAN L. BLOUNT,
THOMAS C. CASTANO, THOMAS A. EARLY, THOMAS J. LOFTUS, BERNARD V. PETERSON,
CLIFFORD KIRSCH, PETER T. SCOTT and C. CHRISTOPHER SPRAGUE or any of them
severally for me and in my name, place and stead to sign, where applicable:
Annual Reports on Form 10-K, registration statements on the appropriate forms
prescribed by the Securities and Exchange Commission, and any other periodic
documents and reports required under the Investment Company Act of 1940, the
Securities Act of 1933 and all amendments thereto executed on behalf of The
Prudential Insurance Company of America and filed with the Securities and
Exchange Commission for the following:

The Prudential Variable Contract Account-2 and group variable annuity
contracts, to the extent they represent participating interests in said
Account;

The Prudential Variable Contract Account-10 and group annuity contracts, to
the extent they represent participating interests in said Account;

The Prudential Variable Contract Account-11 and group annuity contracts, to
the extent they represent participating interests in said Account;

The Prudential Variable Contract Account-24 and group annuity contracts, to
the extent they represent participating interests in said Account;

The Prudential Variable Contract Real Property Account and individual
variable life insurance and annuity contracts, to the extent they represent
participating interests in said Account;

Prudential's Annuity Plan Account and Variable Annuity Contracts, to the
extent they represent participating interests in said Account, and shares
of the Common Stock of Prudential's Gibraltar Fund;

II-53
<PAGE>

The Prudential Individual Variable Contract Account and Individual Variable
Annuity Contracts, to the extent they represent participating interests in
said Account;

The Prudential Qualified Individual Variable Contract Account and
Individual Variable Annuity Contracts, to the extent they represent
participating interests in said Account;

The Prudential Variable Appreciable Account and Variable Life Insurance
Contracts, to the extent they represent participating interests in said
Account;

The Prudential Variable Life Insurance Account and Variable Life Insurance
Contracts, to the extent they represent participating interests in said
Account; and

The Prudential Variable Contract Account GI-2 and Group Variable Life
Insurance Contracts, to the extent they represent participating interests
in said Account.

IN WITNESS WHEREOF, I have hereunto set my hand this 1st day of April, 1996.

/s/ James Unruh
---------------
Signature

State of Pennsylvania )
) SS
County of Montgomery )

On this 1st day of April, 1996, before me personally appeared James A.
Unruh, to me known to me to be the person mentioned and described in and who
executed the foregoing instrument and duly acknowledged to me that (s)he
executed the same.

My commission expires:
Feb. 28, 1998

/s/ Susan H. Sowers
--------------------
Notary Public

II-54
<PAGE>

POWER OF ATTORNEY

Know all men by these presents:

That I, P. Roy Vagelos, of Far Hills, New Jersey, a member of the Board
of Directors of The Prudential Insurance Company of America, do hereby make,
constitute and appoint as my true and lawful attorneys in fact SUSAN L. BLOUNT,
THOMAS C. CASTANO, THOMAS A. EARLY, THOMAS J. LOFTUS, BERNARD V. PETERSON,
CLIFFORD KIRSCH, PETER T. SCOTT and C. CHRISTOPHER SPRAGUE or any of them
severally for me and in my name, place and stead to sign, where applicable:
Annual Reports on Form 10-K, registration statements on the appropriate forms
prescribed by the Securities and Exchange Commission, and any other periodic
documents and reports required under the Investment Company Act of 1940, the
Securities Act of 1933 and all amendments thereto executed on behalf of The
Prudential Insurance Company of America and filed with the Securities and
Exchange Commission for the following:

The Prudential Variable Contract Account-2 and group variable annuity
contracts, to the extent they represent participating interests in said
Account;

The Prudential Variable Contract Account-10 and group annuity contracts, to
the extent they represent participating interests in said Account;

The Prudential Variable Contract Account-11 and group annuity contracts, to
the extent they represent participating interests in said Account;

The Prudential Variable Contract Account-24 and group annuity contracts, to
the extent they represent participating interests in said Account;

The Prudential Variable Contract Real Property Account and individual
variable life insurance and annuity contracts, to the extent they represent
participating interests in said Account;

Prudential's Annuity Plan Account and Variable Annuity Contracts, to the
extent they represent participating interests in said Account, and shares
of the Common Stock of Prudential's Gibraltar Fund;

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<PAGE>

The Prudential Individual Variable Contract Account and Individual Variable
Annuity Contracts, to the extent they represent participating interests in
said Account;

The Prudential Qualified Individual Variable Contract Account and
Individual Variable Annuity Contracts, to the extent they represent
participating interests in said Account;

The Prudential Variable Appreciable Account and Variable Life Insurance
Contracts, to the extent they represent participating interests in said
Account;

The Prudential Variable Life Insurance Account and Variable Life Insurance
Contracts, to the extent they represent participating interests in said
Account; and

The Prudential Variable Contract Account GI-2 and Group Variable Life
Insurance Contracts, to the extent they represent participating interests
in said Account.

IN WITNESS WHEREOF, I have hereunto set my hand this Seventh day of February,
1996.

/s/ Roy Vagelos
---------------
Signature

State of New Jersey )
) SS
County of Somerset )

On this 7th day of February, 1996, before me personally appeared P.
Roy Vagelos, to me known to me to be the person mentioned and described in and
who executed the foregoing instrument and duly acknowledged to me that (s)he
executed the same.

My commission expires:
Nov. 9, 1998

/s/ Diane Taylor
----------------
Notary Public

II-56
<PAGE>

POWER OF ATTORNEY

Know all men by these presents:

That I, Stanley C. Van Ness, of Brielle, New Jersey, a member of the Board
of Directors of The Prudential Insurance Company of America, do hereby make,
constitute and appoint as my true and lawful attorneys in fact SUSAN L. BLOUNT,
THOMAS C. CASTANO, THOMAS A. EARLY, THOMAS J. LOFTUS, BERNARD V. PETERSON,
CLIFFORD KIRSCH, PETER T. SCOTT and C. CHRISTOPHER SPRAGUE or any of them
severally for me and in my name, place and stead to sign, where applicable:
Annual Reports on Form 10-K, registration statements on the appropriate forms
prescribed by the Securities and Exchange Commission, and any other periodic
documents and reports required under the Investment Company Act of 1940, the
Securities Act of 1933 and all amendments thereto executed on behalf of The
Prudential Insurance Company of America and filed with the Securities and
Exchange Commission for the following:

The Prudential Variable Contract Account-2 and group variable annuity
contracts, to the extent they represent participating interests in said
Account;

The Prudential Variable Contract Account-10 and group annuity contracts, to
the extent they represent participating interests in said Account;

The Prudential Variable Contract Account-11 and group annuity contracts, to
the extent they represent participating interests in said Account;

The Prudential Variable Contract Account-24 and group annuity contracts, to
the extent they represent participating interests in said Account;

The Prudential Variable Contract Real Property Account and individual
variable life insurance and annuity contracts, to the extent they represent
participating interests in said Account;

Prudential's Annuity Plan Account and Variable Annuity Contracts, to the
extent they represent participating interests in said Account, and shares
of the Common Stock of Prudential's Gibraltar Fund;

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<PAGE>

The Prudential Individual Variable Contract Account and Individual Variable
Annuity Contracts, to the extent they represent participating interests in
said Account;

The Prudential Qualified Individual Variable Contract Account and
Individual Variable Annuity Contracts, to the extent they represent
participating interests in said Account;

The Prudential Variable Appreciable Account and Variable Life Insurance
Contracts, to the extent they represent participating interests in said
Account;

The Prudential Variable Life Insurance Account and Variable Life Insurance
Contracts, to the extent they represent participating interests in said
Account; and

The Prudential Variable Contract Account GI-2 and Group Variable Life
Insurance Contracts, to the extent they represent participating interests
in said Account.

IN WITNESS WHEREOF, I have hereunto set my hand this 13th day of February, 1996.

/s/ Stanley C. Van Ness
-----------------------
Signature

State of New Jersey )
) SS
County of Essex )

On this 13th day of February, 1996, before me personally appeared Stanley
C. Van Ness, to me known to me to be the person mentioned and described in and
who executed the foregoing instrument and duly acknowledged to me that (s)he
executed the same.

My commission expires:
December 24, 2000

/s/ Margaret D. McQuade
-----------------------
Notary Public

II-58
<PAGE>

POWER OF ATTORNEY

Know all men by these presents:

That I, Paul A. Volcker, of New York, New York, a member of the Board of
Directors of The Prudential Insurance Company of America, do hereby make,
constitute and appoint as my true and lawful attorneys in fact SUSAN L. BLOUNT,
THOMAS C. CASTANO, THOMAS A. EARLY, THOMAS J. LOFTUS, BERNARD V. PETERSON,
CLIFFORD KIRSCH, PETER T. SCOTT and C. CHRISTOPHER SPRAGUE or any of them
severally for me and in my name, place and stead to sign, where applicable:
Annual Reports on Form 10-K, registration statements on the appropriate forms
prescribed by the Securities and Exchange Commission, and any other periodic
documents and reports required under the Investment Company Act of 1940, the
Securities Act of 1933 and all amendments thereto executed on behalf of The
Prudential Insurance Company of America and filed with the Securities and
Exchange Commission for the following:

The Prudential Variable Contract Account-2 and group variable annuity
contracts, to the extent they represent participating interests in said
Account;

The Prudential Variable Contract Account-10 and group annuity contracts, to
the extent they represent participating interests in said Account;

The Prudential Variable Contract Account-11 and group annuity contracts, to
the extent they represent participating interests in said Account;

The Prudential Variable Contract Account-24 and group annuity contracts, to
the extent they represent participating interests in said Account;

The Prudential Variable Contract Real Property Account and individual
variable life insurance and annuity contracts, to the extent they represent
participating interests in said Account;

Prudential's Annuity Plan Account and Variable Annuity Contracts, to the
extent they represent participating interests in said Account, and shares
of the Common Stock of Prudential's Gibraltar Fund;

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<PAGE>

The Prudential Individual Variable Contract Account and Individual Variable
Annuity Contracts, to the extent they represent participating interests in
said Account;

The Prudential Qualified Individual Variable Contract Account and
Individual Variable Annuity Contracts, to the extent they represent
participating interests in said Account;

The Prudential Variable Appreciable Account and Variable Life Insurance
Contracts, to the extent they represent participating interests in said
Account;

The Prudential Variable Life Insurance Account and Variable Life Insurance
Contracts, to the extent they represent participating interests in said
Account; and

The Prudential Variable Contract Account GI-2 and Group Variable Life
Insurance Contracts, to the extent they represent participating interests
in said Account.

IN WITNESS WHEREOF, I have hereunto set my hand this 13th day of February, 1996.

/s/ Paul A. Volcker
-------------------
Signature

State of New Jersey )
) SS
County of Essex )

On this 13th day of February, 1996, before me personally appeared Paul A.
Volcker, to me known to me to be the person mentioned and described in and who
executed the foregoing instrument and duly acknowledged to me that (s)he
executed the same.

My commission expires:
December 24, 2000

/s/ Margaret D. McQuade
-----------------------
Notary Public

II-60
<PAGE>

POWER OF ATTORNEY

Know all men by these presents:

That I, Joseph H. Williams, of Tulsa, Oklahoma, a member of the Board of
Directors of The Prudential Insurance Company of America, do hereby make,
constitute and appoint as my true and lawful attorneys in fact SUSAN L. BLOUNT,
THOMAS C. CASTANO, THOMAS A. EARLY, THOMAS J. LOFTUS, BERNARD V. PETERSON,
CLIFFORD KIRSCH, PETER T. SCOTT and C. CHRISTOPHER SPRAGUE or any of them
severally for me and in my name, place and stead to sign, where applicable:
Annual Reports on Form 10-K, registration statements on the appropriate forms
prescribed by the Securities and Exchange Commission, and any other periodic
documents and reports required under the Investment Company Act of 1940, the
Securities Act of 1933 and all amendments thereto executed on behalf of The
Prudential Insurance Company of America and filed with the Securities and
Exchange Commission for the following:

The Prudential Variable Contract Account-2 and group variable annuity
contracts, to the extent they represent participating interests in said
Account;

The Prudential Variable Contract Account-10 and group annuity contracts, to
the extent they represent participating interests in said Account;

The Prudential Variable Contract Account-11 and group annuity contracts, to
the extent they represent participating interests in said Account;

The Prudential Variable Contract Account-24 and group annuity contracts, to
the extent they represent participating interests in said Account;

The Prudential Variable Contract Real Property Account and individual
variable life insurance and annuity contracts, to the extent they represent
participating interests in said Account;

Prudential's Annuity Plan Account and Variable Annuity Contracts, to the
extent they represent participating interests in said Account, and shares
of the Common Stock of Prudential's Gibraltar Fund;

II-61
<PAGE>

The Prudential Individual Variable Contract Account and Individual Variable
Annuity Contracts, to the extent they represent participating interests in
said Account;

The Prudential Qualified Individual Variable Contract Account and
Individual Variable Annuity Contracts, to the extent they represent
participating interests in said Account;

The Prudential Variable Appreciable Account and Variable Life Insurance
Contracts, to the extent they represent participating interests in said
Account;

The Prudential Variable Life Insurance Account and Variable Life Insurance
Contracts, to the extent they represent participating interests in said
Account; and

The Prudential Variable Contract Account GI-2 and Group Variable Life
Insurance Contracts, to the extent they represent participating interests
in said Account.

IN WITNESS WHEREOF, I have hereunto set my hand this 7th day of February, 1996.

/s/ Joseph H. Williams
----------------------
Signature

State of OKLAHOMA )
) SS
County of TULSA )

On this 7th day of February, 1996, before me personally appeared
Joseph H. WIlliams, to me known to me to be the person mentioned and described
in and who executed the foregoing instrument and duly acknowledged to me that
(s)he executed the same.

My commission expires:
August 30, 1997

/s/ Molly M. George
-------------------
Notary Public

II-62

Exhibit 9
(Revised)

Description of Prudential's Issuance, Transfer
and Redemption Procedures for Group
Variable Universal Life Insurance Contracts
Pursuant to Rule 6e-3(T)(b)(12)(iii)

This document sets forth the administrative procedures that will be
followed by The Prudential Insurance Company of America ("Prudential") in
connection with the issuance of Certificates ("Certificates") to persons
participating ("Participants") in its Group Variable Universal Life Insurance
Contract ("Contract"), the transfer of assets held thereunder, and the
redemption by Participants of their interests in Certificates.

I. Procedures Relating to Issuance of the Certificates

A. Premiums and Underwriting Standards

Premiums for a Certificate under a Contract will not be the same for all
Participants that purchase such a Certificate. Insurance is based on the
principle of pooling and distribution of mortality risks, which assumes that the
owner of each Certificate pays a premium commensurate with the mortality risk of
Participants in the Contract as actuarially determined utilizing factors such as
age, smoking status (in some cases), prior experience of the group, and
occupation. A uniform premium for all insureds under all Contracts would
discriminate unfairly in favor of those insureds representing greater risks.
However,

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<PAGE>

under a given Contract for a given face amount of insurance, Certificates issued
with respect to insureds in a given risk classification will have the same
premium.

The underwriting standards and premium processing practices followed by
Prudential are similar to those followed in connection with the offer and sale
of fixed-benefit life insurance, modified where necessary to meet the
requirements of the federal securities laws.

B. Application and Initial Premium Processing

Once an application for a Contract is approved by Prudential, Prudential
will issue a Contract to the employer or other contractholder as of the Contract
Date. The same date in each month as the Contract Date is the Contract
Monthiversary, and Prudential will make monthly deductions for the cost of
insurance and administrative charges on each Contract Monthiversary.

Upon receipt of a completed application form from a prospective
Participant, Prudential may follow certain insurance underwriting (i.e.,
evaluation of risk) procedures designed to determine whether the proposed
insured is insurable. In some cases this will involve only evaluation of the
answers to the questions on the application and will not include a medical
examination. In other cases, the process may involve such verification
procedures as medical examinations and may require that further information be
provided about the proposed insured before a determination can be made.
Insurance coverage under a

II-64

<PAGE>

Certificate will become effective on the next Contract Monthiversary after this
underwriting procedure has been completed and the application has been approved.

The Certificate Date marks the date as of which the insurance age of the
proposed insured is determined based upon the rules in the Contract. It also
represents the commencement of the suicide and contestable periods for purposes
of the Certificate.

If the initial premium is paid with the application and no medical
examination is required the Certificate Date will ordinarily be the next
Contract Monthiversary following the date of the application unless otherwise
defined in the group Contract. If a medical examination is required, the
Certificate Date will ordinarily be the next Contract Monthiversary following
the date on which the medical underwriting is completed and the application
approved, again unless otherwise defined in the group Contract. If the initial
premium is not paid with the application, the Certificate Date will be the
Certificate Date stated in the Contract, which will generally be the next
Contract Monthiversary following the approval of any medical underwriting and
receipt of the initial premium. In states that require a full return of premium
without adjustment for investment experience, the invested portion of the
initial premium will be invested on the Certificate Date in the Fixed Account
for 30 days and will then be allocated to the investment options selected by the
participant. In other states, the invested portion of the

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<PAGE>

premium will be invested on the Certificate Date in the investment options
selected by the Participant.

C. Premium Processing

Whenever a premium after the initial premium is received, unless the
Certificate is in default past its days of grace and assuming that the
Certificate has been in effect for 30 days or is not subject to state law
requiring a full return of premium, Prudential will subtract the charges
deducted from premiums. What is left will be invested in the selected investment
option(s) on the date received (or, if that is not a business day, on the next
business day). There is an exception if the Certificate is in default within its
days of grace. Then, to the extent necessary overdue monthly charges will be
deducted, and premiums greater than this amount will be credited when received.

D. Reinstatement

The Certificate may be reinstated unless the Certificate has been
surrendered for its cash surrender value or used to purchase paid-up insurance.
A Certificate will be reinstated upon receipt by Prudential of the appropriate
application for reinstatement, production of evidence of insurability
satisfactory to Prudential and payment of the amount required to bring the
Certificate out of default.

Prudential will treat the amount paid upon reinstatement as a premium. It
will deduct the charges deducted from premiums plus any charges in arrears. The
Certificate fund

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<PAGE>

of the Reinstated Certificate will, immediately upon reinstatement, be equal to
this net premium payment, plus the cash surrender value of the Certificate
immediately before reinstatement. The reinstatement will take effect as of the
date the required proof of insurability and payment of the reinstatement amount
have been received by Prudential.

E. Repayment of Loans

A loan made under a Certificate may be fully repaid with an amount equal to
the monies borrowed plus interest which accrues daily, at a fixed rate
determined each year by Prudential.

When a loan is made, Prudential will transfer an amount equal to the
contract loan from the investment option(s). Under the fixed-rate loan
provision, the amount of Certificate fund attributable to the outstanding
contract loan will be credited with interest at an annual rate of up to 1.0%
less than the interest rate on the loan, and Prudential thus will realize the
difference between that rate and the fixed loan interest rate, which will be
used to cover the loan investment expenses, income taxes, if any, and processing
costs.

Upon repayment of Certificate debt, the repayment of the loan principal
will be added to the investment option(s) according to the Participant's
existing investment allocation instructions. The balance of a Certificate's loan
account will be reduced by the amount of any loan repayment.

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<PAGE>

II. Transfers

The Prudential Variable Contract Account GI-2 ("Account") currently has 12
subaccounts, each of which is invested in shares of a corresponding portfolio of
The Prudential Series Fund, Inc. ("Series Fund"), which is registered under the
1940 Act as an open-end diversified management investment company, or in other
mutual fund portfolios (collectively, the "Funds"). In addition, a fixed-rate
option is available for investment by Participants. Provided the Certificate is
not in default the Participant may transfer amounts from one subaccount to
another subaccount or to the fixed-rate option subject to possible transfer
charges as provided in the Contract. All or a portion of the amount credited to
a subaccount may be transferred. A Certificate owner who wishes to convert his
or her variable Certificate to a fixed-benefit contract must request a complete
transfer of funds to the fixed-rate option and should also change his or her
allocation instructions regarding any future premiums.

Transfers among subaccounts will take effect at the end of the valuation
period during which a proper transfer request is received at Prudential. The
request may be in terms of dollars, such as a request to transfer $10,000 from
one account to another, or may be in terms of a percentage reallocation among
subaccounts. In the latter case, as with premium reallocations, the percentages
must be in whole numbers.

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<PAGE>

Transfers from the fixed-rate option to other investment options are
currently permitted only once each Certificate year. The maximum amount which
may currently be transferred out of the fixed-rate option each year is the
greater of: (a) 25% of the amount in the fixed-rate option, and (b) $5,000.

III. "Redemption" Procedures: Surrender and Related Transactions

A. Surrender for Cash Surrender Value

If the insured party under a Certificate is alive, Prudential will pay,
within seven days, the Certificate's cash surrender value as of the date of
receipt of a signed request for surrender, except that Prudential reserves the
right to delay for up to six months the payment of the amount of any cash
surrender value allocated to the Fixed Account or with respect to a Certificate
in force as paid-up insurance. The Certificate's cash surrender value is
computed as follows:

1. If the Certificate has not lapsed: The cash surrender value is the
Certificate fund reduced by any Certificate Debt and any applicable
transfer charge.

2. If the Certificate has lapsed, there will be no cash surrender
value.

B. Withdrawal of Excess Cash Surrender Value

A withdrawal may be made if the amount withdrawn is at least $250. There is
a fee of the lesser of $20 and 2% of the amount withdrawn for each such
withdrawal. An amount withdrawn

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<PAGE>

may not be repaid except as a premium subject to the Contract charges.

Whenever a withdrawal is made, the death benefit payable will immediately
be reduced by the amount of the withdrawal (from which the withdrawal fee will
be paid). This will not change the face amount of insurance. An amount equal to
the reduction in the Certificate fund will be withdrawn from the investment
options.

C. Death Claims

The Death Benefit may be received in a lump sum by the beneficiary within
seven days after receipt of due proof of death of the Insured and all other
requirements necessary to make payment. State insurance laws impose various
requirements, such as receipt of a tax waiver, before payment of the death
benefit may be made. In addition, payment of the death benefit is subject to the
provisions of the Contract regarding suicide and incontestability. In the event
Prudential should contest the validity of a death claim, an amount up to the
portion of the Certificate Fund in the variable investment options will be
withdrawn, if appropriate, and held in Prudential's general account.

The following describes the death benefit if the Certificate is not in
default. The death benefit is the face amount, plus the Certificate Fund, less
any Certificate Debt and overdue monthly charges. There may be an additional
amount payable from an extra benefit added to the Contract by rider.

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<PAGE>

The death benefit will be increased as necessary to comply with the
Internal Revenue Code's definition of "life insurance" under either the
"corridor percentage" test or the "cash value accumulation" test. Any death
benefit so computed will be adjusted for Certificate Debt and any extra benefits
in the same manner as above.

The proceeds payable on death also will include interest (at a rate
determined by Prudential from time to time) from the date that the death benefit
is computed (the date of death) until the date of payment.

Prudential will make payment of the death benefit out of its General
Account, and will transfer assets, if appropriate, from the Separate Account to
the General Account in an amount up to the Certificate Fund.

In lieu of payment of the death benefit in a single sum, an election may be
made to apply all or a portion of the proceeds under one of the fixed benefit
settlement options described in the Certificate or, with the approval of
Prudential, a combination of options. The election may be made by the owner
during the insured's lifetime, or, at death, by the beneficiary. An option in
effect at death may not be changed to another form of benefit after death. An
option is available only if the proceeds to be applied are $1,000 or more or
would result in periodic payments of at least $20.00. The fixed benefit
settlement options are subject to the restrictions and limitations set forth in
the Contract.

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<PAGE>

D. Default and Options on Lapse

A Certificate is generally in default on any Contract Monthiversary on
which the Certificate Fund is insufficient to pay the monthly cost of insurance
and administrative charges. Some Group Contracts may, however, provide that the
Certificates issued under such Contracts will not lapse within the first two
Certificate years if specified premiums are paid. The Contracts provide for a
grace period commencing on the Contract Monthiversary on which the Certificate
goes into default and extending to the later of 61 days from the date of default
or 30 days from the mailing date of the notice of default. The insurance
coverage continues in force during the grace period, but if the Insured dies
during the grace period, any charges due during the grace period are deducted
from the amount payable to the beneficiary.

E. Loans

The Certificate provides that an owner may take out a loan at any time a
loan value is available. The owner may borrow money on completion of a form
satisfactory to Prudential. The Certificate is the only security for the loan.
Disbursement of the amount of the loan will be made upon receipt of the form at
Prudential. The investment options will be debited in the amount of the loan on
the date the form is received. The percentage of the loan withdrawn from each
investment option will normally be equal to the percentage of the value of such
assets held in the investment option. An owner may borrow up to the
Certificate's

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<PAGE>

loan value. The loan value (before any applicable transaction charge) at any
time is 85% (or higher where required by state law) of the Certificate Fund from
which sum is subtracted any existing loan with accrued interest and the next
month's charges. The loan provision is described in the prospectus.

A loan does not affect the amount of any premiums due. When a loan is made,
the Certificate Fund is not reduced, but the value of the assets relating to the
Certificate held in the investment option(s) is reduced. Accordingly, the daily
changes in the cash surrender value will be different from what they would have
been had no loan been taken. Cash surrender values and the death benefit are
thus permanently affected by any Certificate Debt, whether or not repaid.

The face amount is not affected by the Certificate Debt if premiums are
duly paid. However, on settlement the amount of any Certificate Debt is
subtracted from the insurance proceeds. If Certificate Debt ever becomes equal
to or more than what the cash surrender value would be if there was no
Certificate Debt, the Certificate will go into default and will lapse unless
payment of an amount sufficient to end the default is made within the grace
period.

II-73