PRUCO LIFE VARIABLE INSURANCE ACCOUNT
485BPOS, 1995-04-27
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      As filed with the SEC on ________________. Registration No. 2-80513

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-6
   
                        Post-Effective Amendment No. 22
    
               FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933
               OF SECURITIES OF UNIT INVESTMENT TRUSTS REGISTERED
                                 ON FORM N-8B-2

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

                                   PRUCO LIFE
                           VARIABLE INSURANCE ACCOUNT
                             (Exact Name of Trust)

                          PRUCO LIFE INSURANCE COMPANY
                              (Name of Depositor)

                             213 Washington Street
                         Newark, New Jersey 07102-2992
                            (800) 437-4016, Ext. 46
         (Address and telephone number of principal executive offices)

                                 -------------
   
                               Thomas C. Castano
                              Assistant Secretary
                          Pruco Life Insurance Company
                             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

                                 -------------
   
Variable Life Insurance Contracts--The Registrant has registered an indefinite
amount of securities pursuant to Rule 24f-2 under the Investment Company Act of
1940. The Rule 24f-2 notice for fiscal year 1994 was filed on February 27, 1995.
    

It is proposed that this filing will become effective (check appropriate space):

   
   [ ] immediately upon filing pursuant to paragraph (b) of Rule 485

   [X] on May 1, 1995 pursuant to paragraph (b) of Rule 485
            (date)

   [ ] 60 days after filing pursuant to paragraph (a) of Rule 485

   [ ] on ___________________pursuant to paragraph (a) of Rule 485
                (date)
    


<PAGE>


                             CROSS REFERENCE SHEET
                          (as required by Form N-8B-2)

N-8B-2 Item Number            Location
- ------------------            --------

        1.                    Cover Page

        2.                    Cover Page

        3.                    Not Applicable

        4.                    Sale of the Contract and Sales Commissions

        5.                    Pruco Life Variable Insurance Account

        6.                    Pruco Life Variable Insurance Account

        7.                    Not Applicable

        8.                    Not Applicable

        9.                    Litigation

       10.                    Brief Description of the Contract; Short-Term
                              Cancellation Right, or "Free Look"; Premiums;
                              Premium Adjustment; Allocation of Premiums;
                              Transfers; Charges and Expenses; How a Contract's
                              Death Benefit Will Vary; How a Contract's Cash
                              Value Will Vary; Withdrawal of a Portion of a
                              Contract's Net Cash Value; Surrender of a Contract
                              for its Net Cash Value; When Proceeds are Paid;
                              Right to Exchange a Contract for a Fixed-Benefit
                              Whole-Life Policy; Lapse and Reinstatement;
                              Options on Lapse; Riders; Other General Contract
                              Provisions; Voting Rights; Substitution of Series
                              Fund Shares

        11.                   Brief Description of the Contract; Pruco Life
                              Variable Insurance Account

        12.                   Cover Page; Brief Description of the Contract; The
                              Prudential Series Fund, Inc.; Sale of the
                              Contract and Sales Commissions

        13.                   Brief Description of the Contract;  The Prudential
                              Series Fund, Inc.;  Charges and Expenses;  Sale
                              of the Contract and Sales Commissions

        14.                   Brief Description of the Contract; Requirements
                              for Issuance of a Contract

        15.                   Brief Description of the Contract; Allocation of
                              Premiums; Transfers

        16.                   Brief Description of the Contract; Detailed
                              Information for Prospective Contract Owners

        17.                   When Proceeds are Paid

        18.                   Pruco Life Variable Insurance Account

        19.                   Reports to Contract Owners

        20.                   Not Applicable

        21.                   Contract Loans

        22.                   Not Applicable

        23.                   Not Applicable

        24.                   Other General Contract Provisions

<PAGE>

N-8B-2 Item Number            Location
- ------------------            --------
        25.                   Pruco Life Insurance Company

        26.                   Brief Description of the Contract; The Prudential
                              Series Fund, Inc.; Charges and Expenses

        27.                   Pruco Life Insurance Company; The Prudential
                              Series Fund, Inc.

        28.                   Pruco Life Insurance Company; Directors and
                              Officers

        29.                   Pruco Life Insurance Company

        30.                   Not Applicable

        31.                   Not Applicable

        32.                   Not Applicable

        33.                   Not Applicable

        34.                   Not Applicable
 
        35.                   Pruco Life Insurance Company

        36.                   Not Applicable

        37.                   Not Applicable

        38.                   Sale of the Contract and Sales Commissions

        39.                   Sale of the Contract and Sales Commissions

        40.                   Not Applicable

        41.                   Sale of the Contract and Sales Commissions

        42.                   Not Applicable

        43.                   Not Applicable

        44.                   Brief Description of the Contract; The Prudential
                              Series Fund, Inc.; How a Contract's Death Benefit
                              Will Vary; How a Contract's Cash Value Will Vary

        45.                   Not Applicable

        46.                   Brief Description of the Contract; Pruco Life
                              Variable Insurance Account; The Prudential Series
                              Fund, Inc.

        47.                   Pruco Life Variable Insurance Account; The
                              Prudential Series Fund, Inc.

        48.                   Not Applicable

        49.                   Not Applicable

        50.                   Not Applicable

        51.                   Not Applicable

        52.                   Substitution of Series Fund Shares

        53.                   Tax Treatment of Contract Benefits

        54.                   Not Applicable

        55.                   Not Applicable

        56.                   Not Applicable

        57.                   Not Applicable

        58.                   Not Applicable

        59.                   Financial Statements; Financial Statements of
                              Pruco Life


<PAGE>


N-8B-2 Item Number            Location
- ------------------            --------
                              Variable Insurance Account; Consolidated Financial
                              Statements of Pruco Life Insurance Company and
                              Subsidiaries


<PAGE>



                                     PART I

                       INFORMATION REQUIRED IN PROSPECTUS


<PAGE>

PROSPECTUS

   
May 1, 1995
    

PRUCO LIFE INSURANCE COMPANY
VARIABLE INSURANCE ACCOUNT

VARIABLE
LIFE INSURANCE
CONTRACTS

This prospectus describes a variable life insurance contract (the "Contract")
issued by Pruco Life Insurance Company ("Pruco Life"), a stock life insurance
company that is a wholly-owned subsidiary of The Prudential Insurance Company of
America ("The Prudential"). As of January 1, 1992, these Contracts are no longer
available for sale. These Contracts provide whole-life insurance protection.
That is, they provide lifetime insurance coverage, as long as premiums are paid.
They also provide a cash value for the owner if the Contract is terminated
during the insured's lifetime. A Contract's death benefit varies monthly with
the investment performance of the subaccounts of the Pruco Life Variable
Insurance Account (the "Account") to which the owner allocates the net premiums.
Whatever the investment performance, however, it will not cause the death
benefit to be less than a guaranteed minimum amount (generally the face amount
specified in the Contract). The cash value of a Contract generally increases
with the payment of each premium, but it also varies daily with investment
performance. There is no guaranteed minimum cash value.

   
A Contract's net premiums and earnings on those premiums will be held in one or
more of the investment subaccounts of the Account or, pursuant to a real estate
investment option, in the Pruco Life Variable Contract Real Property Account
(the "Real Property Account"). The assets of each subaccount will be invested in
a corresponding portfolio of The Prudential Series Fund, Inc. (the "Series
Fund"). The attached prospectus for the Series Fund and its statement of
additional information describe the investment objectives of the thirteen
portfolios of the Series Fund in which net premiums under the Contracts may
currently be invested--the Money Market Portfolio, the Bond Portfolio, the
Government Securities Portfolio, the Conservatively Managed Flexible Portfolio,
the Aggressively Managed Flexible Portfolio, the High Yield Bond Portfolio, the
Stock Index Portfolio, the High Dividend Stock Portfolio, the Common Stock
Portfolio, the Growth Stock Portfolio, the Small Capitalization Stock Portfolio,
the Global Equity Portfolio, and the Natural Resources Portfolio. Other
subaccounts and portfolios may be added in the future. The Real Property
Account, through a partnership, invests primarily in income-producing real
property. The Real Property Account is described in a prospectus that is
attached to this one. This prospectus describes the Contract generally and the
Pruco Life Variable Insurance Account.
    

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

PLEASE READ THIS PROSPECTUS AND KEEP IT FOR FUTURE REFERENCE.  IT IS ATTACHED
TO A CURRENT PROSPECTUS FOR THE PRUDENTIAL SERIES FUND, INC. AND A CURRENT
PROSPECTUS FOR THE PRUCO LIFE VARIABLE CONTRACT REAL PROPERTY ACCOUNT.

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.

                          Pruco Life Insurance Company
                             213 Washington Street
                         Newark, New Jersey 07102-2992
                       Telephone: (800) 437-4016, Ext. 46

   
VLI-1 Ed 5-95
Catalog No. 646964K
    


<PAGE>

                              PROSPECTUS CONTENTS

                                                                            Page

BRIEF DESCRIPTION OF THE CONTRACT .........................................    1

GENERAL INFORMATION ABOUT PRUCO LIFE
  INSURANCE COMPANY, PRUCO LIFE VARIABLE
  INSURANCE ACCOUNT, AND THE VARIABLE
  INVESTMENT OPTIONS AVAILABLE UNDER THE
  CONTRACT ................................................................    2
  Pruco Life Insurance Company ............................................    2
  Pruco Life Variable Insurance Account ...................................    2
  The Prudential Series Fund, Inc. ........................................    3
  Pruco Life Variable Contract Real Property Account ......................    4
  Which Investment Option Should Be Selected ..............................    4

DETAILED INFORMATION FOR PROSPECTIVE CONTRACT OWNERS ......................    4
  Requirements for Issuance of a Contract .................................    4
  Short-Term Cancellation Right or "Free Look" ............................    5
  Premiums ................................................................    5
  Premium Adjustment ......................................................    6
  Allocation of Premiums ..................................................    6
  Charges and Expenses ....................................................    6
  Transfers ...............................................................    7
  How a Contract's Death Benefit Will Vary ................................    7
  How a Contract's Cash Value Will Vary ...................................   10
  Surrender of a Contract for its Net Cash Value ..........................   11
  Withdrawal of a Portion of a Contract's Net Cash Value ..................   12
  When Proceeds Are Paid ..................................................   12
  Living Needs Benefit ....................................................   12
  Illustrations of Cash Values, Death Benefits, and Accumulated Premiums ..   13
  Contract Loans ..........................................................   14
  Right to Exchange a Contract for a Fixed-Benefit Whole-Life Policy ......   15
  Sale of the Contract and Sales Commissions ..............................   15
  Tax Treatment of Contract Benefits ......................................   15
  Lapse and Reinstatement .................................................   17
  Options on Lapse ........................................................   17
  Legal Considerations Relating to Sex-Distinct Premiums and Benefits .....   18
  Other General Contract Provisions .......................................   19
  Riders ..................................................................   19
  Voting Rights ...........................................................   19
  Substitution of Series Fund Shares ......................................   20
  Reports to Contract Owners ..............................................   20
  State Regulation ........................................................   20
  Experts .................................................................   20
  Litigation ..............................................................   20
  Additional Information ..................................................   20
  Financial Statements ....................................................   20

DIRECTORS AND OFFICERS ....................................................   21

FINANCIAL STATEMENTS OF PRUCO LIFE VARIABLE INSURANCE ACCOUNT .............   A1

CONSOLIDATED FINANCIAL STATEMENTS OF PRUCO LIFE INSURANCE COMPANY AND
  SUBSIDIARIES ............................................................   B1

ADDITIONAL ILLUSTRATIONS OF CASH VALUES, DEATH BENEFITS, AND ACCUMULATED
  PREMIUMS ................................................................   C1

THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY JURISDICTION IN WHICH
SUCH OFFERING MAY NOT LAWFULLY BE MADE. NO PERSON IS AUTHORIZED TO MAKE ANY
REPRESENTATIONS IN CONNECTION WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN
THIS PROSPECTUS, THE PROSPECTUS AND STATEMENT OF ADDITIONAL INFORMATION FOR THE
SERIES FUND, AND THE PROSPECTUS FOR THE REAL PROPERTY ACCOUNT.


<PAGE>


                       BRIEF DESCRIPTION OF THE CONTRACT

This variable life insurance contract (the "Contract") being offered by Pruco
Life Insurance Company ("Pruco Life") is in many respects similar to traditional
"fixed-benefit" whole-life insurance. In other respects it is quite different.
As with fixed-benefit whole-life insurance, the owner pays level premiums for a
Contract that provides lifetime insurance coverage on the named insured. Like
fixed-benefit whole-life insurance, a Contract has a cash value that the owner
may obtain by terminating the Contract. Also like fixed-benefit whole-life
insurance, a variety of optional benefits and riders may be added and may
require an additional premium. Finally, like fixed-benefit whole-life insurance,
the cash value of a Contract during the early years will be substantially lower
than the sum of the premiums paid. Under a fixed-benefit contract, there are a
fixed guaranteed death benefit and a cash value that increases at a guaranteed
rate as additional premiums are paid; in some such contracts, the insurer may
refund some of the premium as a dividend if its experience is better than the
assumptions upon which it made its guarantees. The variable life insurance
Contract described here also has a schedule of cash values and a guaranteed
minimum death benefit. The distinctive feature of this Contract is that the
premiums, after certain deductions are made, are placed in one or more separate
investment subaccounts of Pruco Life's Variable Insurance Account, and the death
benefit and cash value may increase or decrease, depending on the investment
performance of the selected subaccount[s]. There is no minimum cash value. But,
as long as no premium is in default and there is no loan on the Contract, the
death benefit will not be less than a guaranteed minimum amount (the face amount
specified in the Contract, unless the Contract owner has withdrawn part of the
Contract's cash value). See Withdrawal of a Portion of a Contract's Net Cash
Value, page 12. The smallest Contract has a guaranteed minimum death benefit of
$25,000. As of January 1, 1992, these Contracts are no longer available for
sale.

   
The owner of a Contract chooses the subaccount[s] of the Pruco Life Variable
Insurance Account (the "Account") into which the net premiums will be placed. At
present there are thirteen subaccounts, each of which is invested in a
corresponding portfolio of The Prudential Series Fund, Inc. (the "Series Fund"),
a series mutual fund to which The Prudential Insurance Company of America ("The
Prudential") acts as investment advisor. The Money Market Portfolio is invested
in short-term debt obligations similar to those purchased by money market funds;
the Bond Portfolio is invested primarily in high quality medium-term corporate
and government debt securities; the Government Securities Portfolio is invested
primarily in US Government securities including intermediate and long-term US
Treasury securities and debt obligations issued by agencies of or
instrumentalities established, sponsored or guaranteed by the U.S. Government;
the Conservatively Managed Flexible Portfolio is invested in a mix of money
market instruments, fixed income securities and common stock in proportions
believed by the investment manager to be appropriate for an investor who desires
diversification of investment who prefers a relatively lower risk of loss and
correspondingly reduced chance of high appreciation; the Aggressively Managed
Flexible Portfolio is invested in a mix of money market instruments, 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; the High Yield Bond Portfolio is invested primarily in
high yield fixed-income securities of medium to lower quality, also known as
high risk bonds; the Stock Index Portfolio is invested in common stocks selected
to duplicate the price and yield performance of the Standard & Poor's 500
Composite Stock Price Index; the High Dividend Stock Portfolio is invested
primarily in common stocks and convertible securities that provide favorable
prospects for investment income returns above those of the Standard & Poor's 500
Stock Index or the NYSE Composite Index; the Common Stock Portfolio is invested
primarily in common stocks; the Growth Stock Portfolio is invested primarily in
equity securities of established companies with above-average growth prospects;
the Small Capitalization Stock Portfolio is invested in equity securities of
publicly-traded companies with small market capitalization; the Global Equity
Portfolio is invested primarily in common stocks and common stock equivalents
(such as convertible debt securities) of foreign and domestic issuers; the
Natural Resources Portfolio is invested primarily in common stocks and
convertible securities of natural resource companies, and in securities
(typically debt securities or preferred stock) the terms of which are related to
the market value of a natural resource. Further information about the Series
Fund portfolios can be found under The Prudential Series Fund, Inc. on page 3.
    

The Contract owner may also invest a portion of his or her net premiums in the
Pruco Life Variable Contract Real Property Account (the "Real Property
Account"), which, through a partnership, invests primarily in income-producing
real property. If a Contract owner elects to invest a portion of his or her net
premiums in the Real Property Account, the assets will be maintained in a
subaccount of the Real Property Account related to the Contract that provides
the mechanism and maintains the records whereby the various Contract charges are
made. The investment objectives of the Real Property Account and the partnership
are described briefly under Pruco Life Variable Contract Real Property Account
on page 4.

Because the assets that relate to the Contract may be invested in these various
investment options, the Contract offers an opportunity for the cash value to
appreciate more rapidly than it would under comparable fixed-benefit

                                       1
<PAGE>

whole-life insurance. But the owner must accept the risk that if investment
performance is unfavorable the cash value may not appreciate as rapidly and,
indeed, may decrease in value.

Pruco Life deducts certain charges from each premium payment and from the
amounts held in the designated investment options. All these charges, which are
largely designed to cover insurance costs and risks as well as sales and
administrative expenses, are fully described under Charges and Expenses on page
6. In brief, and subject to that fuller description, the following charges may
be made: (1) an annual administrative charge of $30 if premiums are paid
annually, $32 if paid semi-annually, $36 if paid quarterly, and $48 if paid
monthly; (2) a one-time first-year administrative charge upon each premium of up
to $5 for each $1,000 of guaranteed minimum death benefit if premiums are paid
annually, $2.52 if paid semi-annually, $1.27 if paid quarterly, and $0.43 if
paid monthly; (3) sales load charges of not more than 30% of the basic premium
in the first Contract year, not more than 10% of the basic premium in the second
year, and not more than 9% of the sum of the basic premiums to be paid in the
first 20 years; (4) a charge to pay state premium taxes of not more than 2% of
each basic premium; (5) a guaranteed minimum death benefit risk charge of not
more than 1.2% of each basic premium; (6) each month, a charge for anticipated
mortality is deducted, with the maximum charge based on the 1980 CSO Tables; (7)
a daily charge equivalent to an annual rate of up to 0.35% is deducted from the
assets of the subaccounts for mortality and expense risks; (8) if the Contract
includes riders, a deduction from each premium payment will be made for charges
applicable to those riders; and (9) certain fees and expenses are deducted from
the assets of the Series Fund and Real Property Account. Because of these
charges, prospective purchasers should purchase a Contract only if they intend
and have the financial capability to keep it in force for a substantial period.
The death benefit increases or decreases monthly (but not below the guaranteed
minimum amount) depending on the investment results of the subaccount[s] and/or
the Real Property Account in which the Contract participates. It does not change
simply because a premium is paid. The cash value also changes at a rate that
depends upon the investment results, but these changes take place daily rather
than monthly. Each premium payment has the effect of adding to the cash value.
For more detailed information about how the death benefit and cash value change,
see How a Contract's Death Benefit Will Vary, page 7 and How a Contract's Cash
Value Will Vary, page 10.

For a limited time, a Contract may be returned for a refund in accordance with
the terms of its "free look" provision.  See Short-Term Cancellation Right or
"Free Look", page 5.

Each owner should retain a copy of the Contract document. That document,
together with the attached application, constitutes the entire agreement between
the owner and Pruco Life.

       GENERAL INFORMATION ABOUT PRUCO LIFE INSURANCE COMPANY, PRUCO LIFE
         VARIABLE INSURANCE ACCOUNT, AND THE VARIABLE INVESTMENT OPTIONS
                          AVAILABLE UNDER THE CONTRACT

Pruco Life Insurance Company. Pruco Life Insurance Company ("Pruco Life") is a
stock life insurance company, organized in 1971 under the laws of the State of
Arizona. It is licensed to sell life insurance and annuities in the District of
Columbia, Guam, and in all states except New York. These Contracts are not
offered in any state in which the necessary approvals have not yet been
obtained.

   
Pruco Life is a wholly-owned subsidiary of The Prudential, a mutual insurance
company founded in 1875 under the laws of the State of New Jersey. As of
December 31, 1994, The Prudential has invested over $442 million in Pruco Life
in connection with Pruco Life's organization and operation. The Prudential
intends from time to time to make additional capital contributions to Pruco Life
as needed to enable it to meet its reserve requirements and expenses in
connection with its business. The Prudential is under no obligation to make such
contributions and its assets do not back the benefits payable under the
Contract. Pruco Life's consolidated financial statements begin on page B1 and
should be considered only as bearing upon Pruco Life's ability to meet its
obligations under the Contracts.
    

Pruco Life Variable Insurance Account. The Pruco Life Variable Insurance Account
(the "Account") was established on November 10, 1982 under Arizona law as a
separate investment account. The Account meets the definition of a "separate
account" under the federal securities laws. The Account holds assets that are
segregated from all of Pruco Life's other assets.

The obligations to Contract owners and beneficiaries arising under the Contract
are general corporate obligations of Pruco Life. Pruco Life is also the legal
owner of the assets in the Account. Pruco Life will at all times maintain assets
in the Account with a total market value at least equal to the reserve and other
liabilities relating to the variable benefits attributable to the Account. These
assets may not be charged with liabilities which arise from any other business
Pruco Life conducts. In addition to these assets, the Account's assets may
include funds contributed by Pruco Life to commence operation of the Account and
may include accumulations of the charges Pruco Life makes against the Account.
From time to time these additional assets will be transferred to Pruco Life's

                                       2
<PAGE>


general account. Before making any such transfer, Pruco Life will consider any
possible adverse impact the transfer might have on the Account.

   
The 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 Account. For state law purposes, the Account is treated as a part or
division of Pruco Life. There are currently thirteen subaccounts within the
Account, each of which invests in a single corresponding portfolio of the Series
Fund. Additional subaccounts may be added in the future. The Account's financial
statements begin on page A1.
    

The Prudential Series Fund, Inc. The Prudential Series Fund, Inc. (the "Series
Fund") is registered under the 1940 Act as an open-end diversified management
investment company. Its shares are currently sold only to separate accounts of
The Prudential and certain other insurers that offer variable life insurance and
variable annuity contracts. On October 31, 1986, the Pruco Life Series Fund,
Inc., an open-end, diversified management investment company which sold its
shares only to separate accounts of Pruco Life and Pruco Life Insurance Company
of New Jersey, was merged into the Series Fund. Prior to that date, the Account
invested only in shares of the Pruco Life Series Fund, Inc. The Account will
purchase and redeem shares from the Series Fund at net asset value. Shares will
be redeemed to the extent necessary for Pruco Life to provide benefits under the
Contract and to transfer assets from one subaccount to another, as requested by
Contract owners. Any dividend or capital gain distribution received from a
portfolio of the Series Fund will be reinvested immediately at net asset value
in shares of that portfolio and retained as assets of the corresponding
subaccount.

   
The Prudential is the investment advisor for the assets of each of the
portfolios of the Series Fund. The Prudential's principal business address is
Prudential Plaza, Newark, New Jersey 07102-3777. The Prudential has a Service
Agreement with its wholly-owned subsidiary The Prudential Investment Corporation
("PIC"), which provides that, subject to The Prudential's supervision, PIC will
furnish investment advisory services in connection with the management of the
Series Fund. In addition, The Prudential has 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 Growth Stock Portfolio. Further detail is
provided in the prospectus and statement of additional information for the
Series Fund. The Prudential, PIC, and Jennison are registered as investment
advisors under the Investment Advisers Act of 1940.
    

As an investment advisor, The Prudential charges the Series Fund a daily
investment management fee as compensation for its services. The following table
shows the investment management fee charged for each portfolio of the Series
Fund available for investment by Contract owners.

   
                                        Annual Investment Management Fee as
    Portfolio                        a Percentage of Aveage Daily Net Assets
    ------------------------------------------------------------------------
    Stock Index Portfolio ........................    0.35%
    Bond Portfolio ...............................    0.40%
    Money Market Portfolio .......................    0.40%
    Government Securities Portfolio ..............    0.40%
    High Dividend Stock Portfolio ................    0.40%
    Small Capitalization Stock Portfolio .........    0.40%
    Common Stock Portfolio .......................    0.45%
    Natural Resources Portfolio ..................    0.45%
    Conservatively Managed Flexible Portfolio ....    0.55%
    High Yield Bond Portfolio ....................    0.55%
    Aggressively Managed Flexible Portfolio ......    0.60%
    Growth Stock Portfolio .......................    0.60%
    Global Equity Portfolio ......................    0.75% 
    

Some investment management fees and expenses charged to the Series Fund may be
higher than those that were previously charged to the Pruco Life Series Fund,
Inc. (0.4%), in which the Account previously invested. For the Money Market,
Bond, Conservatively Managed Flexible, Aggressively Managed Flexible, and Common
Stock Portfolios, Pruco Life will make daily adjustments that will offset the
effect on Contract owners of any higher investment management fees and expenses
charged against the Series Fund. No such offset will be made with respect to the
remaining portfolios, which had no counterparts in the Pruco Life Series Fund,
Inc.

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 Series Fund, nor the Series Fund currently foresees any such
disadvantage, the Series Fund's

                                       3
<PAGE>

Board of Directors intends 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 thereto.
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 Series Fund; or (4) differences
between voting instructions given by variable life insurance and variable
annuity contract owners.

A full description of the Series Fund, its investment objectives, management,
policies, and restrictions, its expenses, the risks attendant to investment
therein--including any risks associated with investment in the High Yield Bond
Portfolio, and all other aspects of its operation is contained in the attached
prospectus for the Series Fund and in its statement of additional information,
which should be read in conjunction with this prospectus. There is no assurance
that the investment objectives will be met.

Pruco Life Variable Contract Real Property Account. The Pruco Life Variable
Contract Real Property Account (the "Real Property Account") is a separate
account of Pruco Life that, through a general partnership formed by The
Prudential and two of its subsidiaries, invests primarily in income-producing
real property such as office buildings, shopping centers, agricultural land,
hotels, apartments or industrial properties. It also invests in mortgage loans
and other real estate-related investments, including sale-leaseback
transactions. The objectives of the Real Property Account and the partnership
are to preserve and protect capital, provide for compounding of income as a
result of reinvestment of cash flow from investments, and provide for increases
over time in the amount of such income through appreciation in the value of
assets.

The partnership has entered into an investment management agreement with The
Prudential, under which The Prudential selects the properties and other
investments held by the partnership. The Prudential charges the partnership a
daily fee for investment management which amounts to 1.25% per year of the
average daily gross assets of the partnership.

A full description of the Real Property Account, its management, policies, and
restrictions, its charges and expenses, the risks attendant to investment
therein, the partnership's investment objectives, and all other aspects of the
Real Property Account's and the partnership's operations is contained in the
attached prospectus for the Real Property Account, which should be read together
with this prospectus by any Contract owner considering the real estate
investment option. There is no assurance that the investment objectives will be
met.

   
Which Investment Option Should Be Selected? A broad objective of the Contract is
to provide benefits that will increase in value if favorable investment results
are achieved. Contract owners have a large number of options as to how the
amounts credited to their Contracts will be invested. Historically, for
investments held over relatively long periods, the investment performance of
common stocks has generally been superior to that of short or long-term debt
securities, even though common stocks have been subject to much more dramatic
changes in value over short periods of time. Accordingly, the Stock Index, High
Dividend Stock, Common Stock, Growth Stock, Small Capitalization Stock, Global
Equity, or Natural Resources Portfolios may be desirable options for Contract
owners who are willing to accept such volatility in their Contract values. Each
of these equity portfolios involves somewhat different investment risks,
policies, and programs.

Some Contract owners may prefer the somewhat greater protection against loss of
principal (and reduced chance of high total return) provided by the Government
Securities or Bond Portfolios, while others, who desire even greater safety of
principal, may prefer the Money Market Portfolio, recognizing that the level of
short-term rates may change rather rapidly. Contract owners not interested in
common stocks but willing to take risks and seeking the possibility of a high
total return may prefer the High Yield Bond Portfolio, recognizing that with
higher yielding, lower quality bonds the risks are greater. Some Contract owners
may wish to divide their funds among two or more of the portfolios. Some may
wish to obtain diversification by relying on The Prudential's judgment for an
appropriate asset mix by choosing one of the Balanced Portfolios. The Real
Property Account permits a Contract owner to diversify his or her investment
under the Contract to include an interest in a pool of income-producing real
property, and real estate is often considered to be a hedge against inflation.
    

Each Contract owner must make his or her own choice that takes into account how
willing he or she is to accept investment risks, the manner in which his or her
other assets are invested, and his or her own predictions about what investment
results are likely to be in the future. The Prudential recommends against
frequent transfers among the several options as experience generally indicates
that "market timing" investing, particularly by non-professional investors, is
likely to prove unsuccessful.

              DETAILED INFORMATION FOR PROSPECTIVE CONTRACT OWNERS

Requirements for Issuance of a Contract. As of January 1, 1992, these Contracts
are no longer available for sale. The minimum initial guaranteed death benefit
that can be applied for is $25,000. The Contract may generally be issued on
insureds below the age of 76. Before issuing any Contract, Pruco Life requires
evidence of insurability 

                                       4
<PAGE>

which may include a medical examination. Non-smokers who meet preferred
underwriting requirements are offered the most favorable premium rate. A higher
premium is charged if an extra mortality risk is involved. These are the current
underwriting requirements. The Company reserves the right to change them on a
non-discriminatory basis.

Short-Term Cancellation Right or "Free Look". Generally, a Contract may be
returned for a refund within 10 days after it is received by the Contract owner,
within 45 days after Part I of the application for insurance is signed or within
10 days after Pruco Life mails or delivers a Notice of Withdrawal Right,
whichever is latest. Some states allow a longer period of time during which a
Contract may be returned for a refund. A refund can be requested by mailing or
delivering the Contract to the representative who sold it or to the Pruco Life
Home Office specified in the Contract. A Contract returned according to this
provision shall be deemed void from the beginning. The Contract owner 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 Account or the Series
Fund. However, if applicable law so requires, the Contract owner who exercises
his or her short-term cancellation right will receive a refund of all premium
payments made, with no adjustment for investment experience.

Premiums. Premiums on the Contract are level, fixed, and payable in advance
during the insured's lifetime on an annual, semi-annual, quarterly or monthly
basis. If paid more often than annually, an extra fee will be charged to
compensate Pruco Life for the additional processing costs (see Charges and
Expenses, page 6) and for the loss of interest (computed generally at an annual
rate of 8%) incurred because premiums are paid throughout rather than at the
beginning of each Contract year. The premium amount depends on the Contract's
guaranteed minimum death benefit, the insured's sex (except where unisex rates
apply) and age at issue, and the insured's risk classification. Contract owners
who pay premiums other than on a monthly basis will receive notice that a
premium is due about 3 weeks before each due date. Contract owners who pay
premiums monthly will receive each year a book with twelve coupons that will
serve as a reminder. With Pruco Life's consent, an owner may change the
frequency of premium payments.

A Contract owner may elect to have monthly premiums paid automatically under the
"Pru-Matic Premium Plan" by pre-authorized transfers from a bank checking
account. Some Contract owners may also be eligible to have monthly premiums paid
by pre-authorized deductions from an employer's payroll.

The following table shows representative standard and preferred annual premium
amounts for various guaranteed minimum amounts:

                     $25,000 Guaranteed           $100,000 Guaranteed
                    Minimum Insurance Amount    Minimum Insurance Amount
                    ------------------------    ------------------------
                    Preferred     Standard      Preferred      Standard
                    ---------     --------      ---------      --------
Male, age 25 
  at issue ......    $270.00      $283.25       $  990.00      $1,043.00
Female, age 35
  at issue ......    $333.75      $342.75       $1,245.00      $1,281.00
Male, age 40  
  at issue ......    $449.00      $484.50       $1,706.00      $1,848.00

The following table compares annual and monthly premiums for insureds who are
standard risks. Note that in these examples the sum of 12 monthly premiums for a
particular Contract is approximately 105% to 110% of the annual premium for that
Contract.

                     $25,000 Guaranteed           $100,000 Guaranteed
                    Minimum Insurance Amount    Minimum Insurance Amount
                    ------------------------    ------------------------
                     Monthly       Annual        Monthly        Annual
                    ---------     --------      ---------      --------
Male, age 25 
  at issue ......    $26.00       $283.25        $ 92.00      $1,043.00
Female, age 35
  at issue ......    $31.00       $342.75        $112.00      $1,281.00
Male, age 40  
  at issue ......    $43.25       $484.50        $161.00      $1,848.00

                                       5
<PAGE>

There is a grace period of 31 days for each premium except the first one. During
the grace period, the Contract will continue in effect. A Contract will lapse if
a premium has not been paid by the end of the grace period. Upon lapse, the
Contract owner will have several options. These may include continuing the
amount of insurance coverage in effect on the due date of the unpaid premium,
less any Contract debt, for a fixed period, continuing a lesser amount of
insurance for the lifetime of the insured, or surrender of the Contract for its
net cash value. See Options on Lapse, page 17.

Premium Adjustment. If the insured dies during the grace period before the
premium is paid, the portion of the unpaid premium that covers the period from
the due date to the date of death will be deducted from the death benefit. If
the insured dies while no premium is in default, Pruco Life will increase the
death benefit by the portion of the last premium that covers the period
subsequent to the date of death.

Allocation of Premiums. Net premium payments--that is, the amount of the
premiums less the deductions described below in items 1 through 5 under Charges
and Expenses--will be placed when due (not when received) in one or more
subaccounts of the Account and/or the Real Property Account, as directed by the
Contract owner. Any premium payments received prior to the due date will be held
in Pruco Life's general account, and the net premium will not be credited to the
investment option selected by a Contract owner until the due date. Provided no
premium is overdue, the Contract owner may change the way in which premiums are
allocated, beginning on the next premium due date, by giving written notice to
the Pruco Life Home Office stated in the Contract. Contract owners may also
change the way in which premiums are allocated, beginning on the next premium
due date, by telephoning their Pruco Life Home Office, once they have completed
a written telephone transfer authorization form. There is no charge for
reallocating future net premiums. If any portion of a net premium is allocated
to a particular investment option, that portion must be at least 10% on the date
the allocation takes effect. All percentage allocations must be in whole
numbers. For example, 33% can be selected but 33 1/3% cannot.

Charges and Expenses.  Every charge made by Pruco Life under the Contract is
described below.

   
1.   If premiums are paid annually, there is an annual administrative charge of
     $30 for administrative expenses incurred, among other things, for billing,
     collecting premiums, processing claims, paying cash values, making Contract
     changes, keeping records, and communicating with Contract owners. If
     premiums are paid more frequently, the annual administrative charge will be
     higher to reflect the additional expense incurred in collecting and
     processing more frequent premiums. The charge will be $32 if premiums are
     paid semi-annually, $36 if premiums are paid quarterly, and $48 if premiums
     are paid monthly. During 1994 and 1993, Pruco Life received a total of
     approximately $4,001,491 and $4,220,605, respectively, in annual
     administrative charges.

2.   There is a one-time administrative charge in the first Contract year which,
     if premiums are payable annually, will not be more than $5 for each $1,000
     of guaranteed minimum death benefit. (To compensate for the loss of
     interest when premiums are paid on other than an annual basis, this charge
     will be slightly higher. The charge upon each premium will be $2.52 for
     each $1,000 of guaranteed minimum death benefit if premiums are paid
     semi-annually, $1.27 if paid quarterly, and $0.43 if paid monthly.) The
     one-time administrative charge covers the cost of processing applications,
     conducting medical examinations, determining insurability and the insured's
     risk class, and establishing Contract records. The charge will be reduced
     for certain Contracts issued upon young insureds because making the full $5
     per $1,000 charge would result in a cash value of zero throughout the first
     year of the Contract. During 1994 and 1993, Pruco Life did not receive any
     one-time administrative charges.

3.   There is a charge to compensate Pruco Life for the cost of selling the
     Contract. This cost includes sales commissions, advertising, and the
     printing of prospectuses and sales literature. This charge is generally
     called the "sales load." It is not more than 30% of the basic premium
     (defined below) in the first Contract year, not more than 10% of the basic
     premium in the second year, and not more than 9% of the sum of the basic
     premiums to be paid in the first 20 years. Also, in any year it is never
     more than in a prior year. The basic premium is what the gross annual
     premium for the Contract, less the annual administrative charge, would be
     if the insured were in the standard rating class and if the Contract had no
     optional insurance benefits. During 1994 and 1993, Pruco Life received a
     total of approximately $3,842,076 and $4,093,698, respectively, in sales
     load charges.

4.   There is a charge of not more than 2% of each basic premium to pay state
     premium taxes. The applicable statutory tax rules differ from state to
     state. To the extent that the 2% rate is insufficient to pay taxes in all
     states, the difference will be borne by Pruco Life. During 1994 and 1993,
     Pruco Life received a total of approximately $769,154 and $819,702,
     respectively, in charges for payment of state premium taxes.
    

5.   There is a charge of not more than 1.2% of each basic premium to compensate
     Pruco Life for the risk that an insured may die at a time when the death
     benefit exceeds the benefit that would have been payable in the 

                                       6
<PAGE>

   
     absence of a minimum guarantee. During 1994 and 1993, Pruco Life received a
     total of approximately $461,492 and $491,821, respectively, for this risk
     charge. When premiums are paid more frequently than annually, these charges
     will be deducted proportionately from each premium payment. If there is an
     extra premium for optional insurance benefits or for an extra mortality
     risk, or if there is a premium discount because the insured is in the
     preferred rating class, the amount allocated to the separate account will
     be equal to the amount that would have been allocated if the insured had
     been in the standard rating class and there were no optional insurance
     benefits.
    

6.   Apart from the deductions from gross premiums just described, the amounts
     held in the Account and/or the Real Property Account attributable to each
     Contract are subject to a mortality charge and are reduced once a month to
     compensate Pruco Life for the anticipated cost of paying death benefits to
     the beneficiaries of those persons who die during that period. The amount
     of this reduction is based on the assumption that actual mortality will be
     accurately predicted by the 1980 Commissioner's Standard Ordinary Mortality
     Table (the "1980 CSO Table") and is the maximum mortality charge that can
     be made under the Contract. However, if Pruco Life determines that a lesser
     amount than that called for by this mortality table will be adequate to
     defray the anticipated cost of paying such death benefits, a lesser monthly
     reduction may be made.

   
7.   There is also a daily charge to the Account and/or the Real Property
     Account for the mortality and expense risks that Pruco Life assumes. This
     charge is made daily at an effective annual rate of up to 0.35% of the
     value of the Account's and/or the Real Property Account's assets. The
     mortality risk assumed is that insureds may live for a shorter period of
     time than that predicted by the 1980 CSO Table. The expense risk assumed is
     that expenses incurred in issuing and administering the Contracts will be
     greater than Pruco Life estimated. Pruco Life will realize a gain from this
     charge to the extent it is not needed to provide benefits and pay expenses
     under the Contracts. During 1994 and 1993, Pruco Life received a total of
     approximately $841,163 and $783,954, respectively, in mortality and expense
     risk charges.
    

The deductions and charges described above will not be increased by Pruco Life
with respect to any Contract in effect regardless of any changes in longevity or
increases in expenses.

The earnings of the Account are taxed as part of the operations of Pruco Life.
No charge is being made currently to the Account for Company federal income
taxes. Pruco Life will review the question of a charge to the Account for
Company federal income taxes periodically. Such a charge may be made in future
years for any federal income taxes that would be attributable to the Contracts.

Under current laws Pruco Life may incur state and local taxes (in addition to
premium taxes) in several states. At present, these taxes are not significant
and they are not charged against the Contracts or the Account. If there is a
material change in applicable state or local tax laws, the imposition of any
such taxes upon Pruco Life that are attributable to the Account may result in a
corresponding charge against the Account.

The Account purchases shares of the Series Fund at net asset value. The net
asset value of those shares reflects management fees and expenses already
deducted from the assets of the Series Fund. The fees and expenses for the
Series Fund are briefly described under The Prudential Series Fund, Inc. on page
3 in connection with a general description of the Series Fund. More detailed
information is contained in the attached prospectus for the Series Fund and its
statement of additional information.

Transfers. Provided no premium is overdue or if the Contract is in force as
variable reduced paid-up insurance (see Options on Lapse, page 17), the owner
may, up to four times in each Contract year, transfer amounts from one
subaccount to another subaccount or to the Real Property Account. All or a
portion of the amount credited to a subaccount may be transferred. Transfers to
and from the Real Property Account are subject to restrictions described in the
prospectus for that investment option.

Transfers among subaccounts or to the Real Property Account will take effect as
of the end of the valuation period in which a proper transfer request is
received at a Pruco Life Home Office. The "valuation period" means 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 Series Fund are calculated, which is generally at 4:15 p.m.
New York City time on each day during which the New York Stock Exchange is open.
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. In the latter case, as with premium reallocations, the
percentages must be in whole numbers. The Contract owner may transfer amounts by
proper written notice to a Pruco Life Home Office, or by telephone, provided the
Contract owner is enrolled to use the Telephone Transfer System. Pruco Life
cannot guarantee that owners will be able to get through to complete a telephone
transfer during peak periods such as periods of drastic economic or market
change.

How a Contract's Death Benefit Will Vary. Although a Contract's death benefit
can never be less than the Contract's guaranteed minimum amount (assuming no
outstanding Contract debt or premium in default), it will

                                       7
<PAGE>

change on the first day of each Contract month after the first month by an
amount that depends on the investment performance of the subaccounts and/or the
Real Property Account in which the Contract participates. The first Contract
month starts on the Contract date. When the first premium is paid with the
application, the Contract date is ordinarily the later of the date of the
application or the date of any medical examination. If the first premium is not
paid with the application, the Contract date is ordinarily 2 or 3 days after the
application is approved by Pruco Life so that it either coincides with or is
prior to the date on which the first premium is paid. For the purpose of
calculating benefits, the initial net premium is deemed to be placed in the
Account on the Contract date. Each succeeding Contract month starts on the same
date in the month as the Contract date. The first day of each Contract month is
called the "Monthly date."

To simplify the following discussion, it is assumed that all of the net premiums
under a Contract have been allocated to a single subaccount. If the value of the
assets relating to the Contract held in the subaccount has increased due to
investment performance during the Contract month at greater than a 4% annual
rate, the Contract's death benefit will increase on the first day of the next
Contract month; if the value of these assets decreases or increases at less than
a 4% annual rate, the death benefit will decrease (but not below the guaranteed
minimum amount). The reason the assets of the subaccount relating to a Contract
must increase from one Monthly date to the next at a rate of more than 4% a year
in order for the death benefit to increase is that Pruco Life, in determining
the premiums for the Contract, has assumed that the value of the assets will
increase due to investment performance at a rate of 4% a year.

The exact amount by which the death benefit changes is determined by an
actuarial computation that is based, among other things, upon the age and sex
(except where unisex rates apply) of the insured, the size of the Contract, and
the number of years it has been in effect, as well as by the investment results
of the subaccount in which the Contract participates. In general, a change in
the dollar value of a subaccount's assets due to investment results will produce
a larger change in the death benefit for a younger insured than for an older
insured and a slightly larger change for a female insured than for a male.

Because the assets relating to a Contract tend to grow as net premiums are paid,
the dollar change in the death benefit will tend to be greater for a Contract
that has been in effect for a long time than for one that has been in effect for
a short time, despite the fact that the insured is older.

   
Illustrations of how the death benefit for representative Contracts will vary
over extended periods, assuming several different uniform investment results,
are included in tables on pages T1 and T2 and on pages C1 and C2 of this
prospectus. The death benefits shown are calculated upon the assumption that the
maximum mortality charges specified by the 1980 CSO Table are made throughout
the life of the Contract. The examples set forth below illustrate death benefits
calculated upon a maximum mortality charge assumption. These examples also
assume a total Series Fund expense ratio of 0.57% (taking into account the
offsets described under The Prudential Series Fund, Inc. on page 3).
    

The following two examples show, for the same Contracts, how the death benefit
will vary over a selected year for two hypothetical investment results that are
different from those shown in the tables and thus provide additional
comparisons.

   
Example No. 1. Contract with $50,000 guaranteed death benefit and annual
premiums in effect for 18 years, during which the value of the assets in the
subaccount increased due to investment performance at a uniform rate of 7.08%
per year. In the 19th year the value of the assets increase at a uniform rate of
8.08%. (These percentages correspond to gross annual investment returns in the
corresponding Series Fund portfolio of 8% and 9% per year, respectively.)
    

                      MAXIMUM MORTALITY CHARGE ASSUMPTION

                                   Death Benefit      Death Benefit
             Insured               End of Year 18    End of Year 19
             -------               --------------    -------------- 
   
             Male, age 25
               at issue .........     $59,195            $60,636
             Male, age 40
               at issue .........     $60,295            $61,878
  
Example No. 2.  Same assumptions as in Example No. 1 except that the value of
the assets increases by 1.08% in the 19th year.  (This percentage corresponds
to a gross annual investment return in the corresponding Series Fund portfolio
of 2%.)
    

                                       8
<PAGE>


                      MAXIMUM MORTALITY CHARGE ASSUMPTION

   
                                   Death Benefit      Death Benefit
             Insured               End of Year 18    End of Year 19
             -------               --------------    -------------- 
             Male, age 25
               at issue .........     $59,195            $58,163
             Male, age 40
               at issue .........     $60,295            $59,163

In these examples the changes are slightly greater for the Contract issued on
the older insured because the premiums for a $50,000 Contract issued at age 40
are greater than those for one issued at age 25, and the dollar amount of the
increase resulting from a 7.08% compounded return upon the assets in the Account
relating to the Contract on the older insured is therefore larger. The changes
in the death benefit are greater even though the increase or decrease in the
death benefit resulting from a $1 change in the assets relating to the Contract
is greater for a younger insured.

Example No. 3. This example and the one following provide information for a
Contract with an $800 annual premium, in effect for 18 years, during which the
value of the assets in the subaccount increased due to investment performance at
a uniform rate of 7.08% per year. In the 19th year the value of the assets
increases at a uniform rate of 8.08%. (These percentages correspond to gross
annual investment returns in the corresponding Series Fund portfolio of 8% and
9% per year, respectively.)
    

                      MAXIMUM MORTALITY CHARGE ASSUMPTION
   
                          Guaranteed        Death Benefit     Death Benefit
   Insured               Death Benefit     End of Year 18    End of Year 19
   -------               -------------     --------------    --------------
   Male, age 25 
    at issue .........      $76,012           $89,990            $92,182
   Male, age 40
     at issue .........     $42,354           $51,075            $52,416

Example No. 4.  Same assumptions as Example No. 3 except that the value of the
assets increases by 1.08% in the 19th year.  (This percentage corresponds to a
gross annual investment return in the corresponding Series Fund portfolio of
2%.)
    

                      MAXIMUM MORTALITY CHARGE ASSUMPTION
   
                          Guaranteed        Death Benefit     Death Benefit
   Insured               Death Benefit     End of Year 18    End of Year 19
   -------               -------------     --------------    --------------
   Male, age 25 
    at issue .........      $76,012           $89,990            $88,422
   Male, age 40
     at issue .........     $42,354           $51,075            $50,116
    

These examples show how the same investment results affect the death benefit
more significantly for a younger insured.

If the assets in the subaccount in which the Contract participates have earned
less than 4%, and the death benefit accordingly equals the guaranteed minimum
amount, Pruco Life will keep a record of what the death benefit would have been
had there not been a guaranteed minimum. If later investment results are
favorable, that is if the value of the assets in the subaccount later increases
at a rate greater than 4% a year, the death benefit will not become more than
the guaranteed minimum amount until the earlier unfavorable investment results
have been offset. For example, suppose for the first 3 years the value of the
assets in the subaccount increases due to investment performance at only a rate
of 2% per year. The death benefit will nevertheless remain at the guaranteed
minimum amount. If the value of the assets increases at a rate of 8% in the
fourth year, this might not be enough to offset the earlier unfavorable
investment results. If so, the death benefit will not increase.


                                       9
<PAGE>

For further information, see the tables on pages T1 and T2. They show for
various insureds how a Contract's death benefit and cash value will change if
the gross investment return in the selected Series Fund portfolio[s] is 0%, 4%
or 8%. In addition, the tables on pages C1 and C2 show, for various insureds,
how a Contract's death benefit and cash value will change if the gross
investment return is 0%, 6% or 12%. The registration statement of the Account on
file with the SEC contains a full and precise description of how the death
benefit and cash value of a Contract are determined.

How a Contract's Cash Value Will Vary. A variable life insurance Contract has a
net cash value which the owner may get by surrender of the Contract while the
insured is living. Unlike traditional fixed-benefit whole-life insurance,
however, a Contract's cash value is not known in advance even if it is assumed
that premiums are paid when due, because it varies daily with the investment
performance of the subaccount[s] and/or the Real Property Account in which the
Contract participates.

A Contract's value upon surrender is its "net cash value," which is the cash
value less any outstanding Contract debt. See Contract Loans, page 14. The
following discussion of cash values assumes that there is no Contract debt, that
no premium is in default, and that the net premiums have all been allocated to a
single subaccount.

During the early months of the first Contract year, the cash value will be very
small or zero because of the charges made in connection with issuance of the
Contract. On the Contract date the cash value is equal to the first net premium,
unless, as may be the case throughout the first Contract year, there are unpaid
issue charge installments which reduce the cash value. Thereafter, the cash
value on every Monthly date will be equal to the cash value on the preceding
Monthly date increased or decreased by the change in the value of the assets
relating to the Contract, less the amount Pruco Life needs to provide for the
death benefit for the period between the two dates. If a premium is due and paid
on a Monthly date, the cash value on that date is further increased by the
amount of the net premium. The cash value between Monthly dates is computed in a
similar way.

While the death benefit increases if the value of the assets in the subaccount
increases at a rate of more than 4% a year, the investment performance needed to
produce an increase in the cash value cannot be stated in advance. It is
different for insureds of different age and sex (except where unisex rates
apply) at issue. It is also different for Contracts on comparable insureds if
those Contracts have been in effect for different lengths of time. Moreover, the
crediting of the net premium on the due date (even if it has not yet been paid)
does not result in any change in the death benefit, while the cash value is
assumed to increase by exactly the amount of the net premium. But if the net
premium is not paid before the end of the grace period, or if the Contract is
surrendered before then, the cash value is adjusted downward to take into
account the failure to pay the premium on the due date.

The tables on pages T1 and T2 and on pages C1 and C2 of this prospectus
illustrate what the cash values would be for representative Contracts over
extended periods, assuming uniform investment results, together with information
about the aggregate premiums paid under these Contracts. As is the case for
death benefit illustrations (see How a Contract's Death Benefit Will Vary, page
7), such tables show cash values calculated upon maximum mortality assumptions.
The examples set forth below assume a total Series Fund expense ratio of 0.57%
(taking into account the offsets described under The Prudential Series Fund,
Inc. on page 3).

The following two examples show, for the same Contracts, how the cash values
will vary over a selected year for two hypothetical investment results that are
different from those shown in the tables.

   
Example No. 1. Contract with $50,000 guaranteed death benefit and annual
premiums in effect for 18 years, during which the value of the assets in the
subaccount increased due to investment performance at a uniform rate of 8.08%
per year. In the 19th year the value of the assets increases at a uniform rate
of 7.08%. (These percentages correspond to gross annual investment returns in
the corresponding Series Fund portfolio of 8% and 9% per year, respectively.)
    

                      MAXIMUM MORTALITY CHARGE ASSUMPTION
   
                                     Cash Value        Cash Value
             Insured               End of Year 18    End of Year 19
             -------               --------------    -------------- 
             Male, age 25
               at issue .........     $11,766            $13,007
             Male, age 40
               at issue .........     $19,947            $21,904

Example No. 2.  Same assumptions as in Example No. 1 except that the value of
the assets increases by 1.08% in the 19th year.  (This percentage corresponds
to a gross annual investment return in the corresponding Series Fund portfolio
of 2%.)
    
                                       10
<PAGE>

                      MAXIMUM MORTALITY CHARGE ASSUMPTION
   
                                     Cash Value        Cash Value
             Insured               End of Year 18    End of Year 19
             -------               --------------    -------------- 
             Male, age 25
               at issue .........     $11,766            $12,160
             Male, age 40
               at issue .........     $19,947            $20,473
    

The changes are greater for the older insured because the premiums (and hence
the assets in the Account relating to the Contract on that insured) are greater
and the same rate of increase therefore produces a greater dollar amount.

   
Example No. 3. This example and the one following provide information for a
Contract with an $800 annual premium, in effect for 18 years, during which time
the value of the assets in the subaccount increased due to investment
performance at a uniform rate of 7.08% per year. In the 19th year the value of
the assets increases at a uniform rate of 8.08%. (These percentages correspond
to gross annual investment returns in the corresponding Series Fund portfolio of
8% and 9% per year, respectively.)
    

   
                      MAXIMUM MORTALITY CHARGE ASSUMPTION

                                     Cash Value        Cash Value
             Insured               End of Year 18    End of Year 19
             -------               --------------    -------------- 
             Male, age 25
               at issue .........     $17,887            $19,773
             Male, age 40
               at issue .........     $16,897            $18,554

Example No. 4.  Same assumptions as in Example No. 3 except that the value of
the assets increases by 1.08% in the 19th year.  (This percentage corresponds
to a gross annual investment return in the corresponding Series Fund portfolio
of 2%.)
    

                      MAXIMUM MORTALITY CHARGE ASSUMPTION
   
                                     Cash Value        Cash Value
             Insured               End of Year 18    End of Year 19
             -------               --------------    -------------- 
             Male, age 25
               at issue .........     $17,887            $18,487
             Male, age 40
               at issue .........     $16,897            $17,343

The last two examples might be compared with Examples No. 3 and 4 on pages 9 and
10. Note that while the same premium results in a larger death benefit for the
younger insured, the cash values for the younger and older insureds are quite
similar. Note also that while the death benefit decreases if the investment
return is 1.08% per year, the cash value increases.
    

Because a substantial part of each premium is used to provide life insurance
protection, the cash values cannot meaningfully be compared with the amounts
that would have been available had the gross premiums been invested without
obtaining life insurance protection.

Surrender of a Contract for its Net Cash Value. A Contract may be surrendered in
whole or in part for its net cash value while the insured is living.
Surrendering a Contract in part involves splitting the Contract into two
Contracts. One is surrendered for its net cash value; the other is continued in
force on the same terms as the original Contract except that premiums and values
will be appropriately reduced. The Contract continued must have a guaranteed
minimum amount of at least $25,000, and its premium will be based on the new
guaranteed minimum amount. Surrender of all or part of a Contract may have tax
consequences. See Tax Treatment of Contract Benefits, page 15.

                                       11
<PAGE>

To surrender a Contract in whole or in part, the owner must deliver or mail it,
together with a written request in a form that meets Pruco Life's needs, to a
Pruco Life Home Office. The net cash value of a surrendered Contract will be
determined as of the valuation period such notice is received in the Pruco Life
Home Office.

Withdrawal of a Portion of a Contract's Net Cash Value. Pruco Life will permit a
Contract owner to withdraw a portion of the Contract's net cash value (generally
that resulting from investment performance in excess of 4% a year) without
surrendering the Contract, provided that the death benefit is reduced by the
amount of paid-up whole life insurance that the cash value withdrawn would have
purchased for that Contract owner, and that the guaranteed minimum death benefit
is reduced so that the difference between the death benefit and the guaranteed
minimum death benefit is the same percentage of cash value after the withdrawal
as before. The right to withdraw such excess net cash value may be usefully
compared with a partial surrender. As noted above, a partial surrender
essentially involves splitting an existing Contract into two Contracts and
surrendering one for its net cash value; the death benefit, the guaranteed
minimum death benefit, and the cash value of the continuing Contract will all be
proportionately reduced and a new lower scheduled premium will henceforth be
payable. If a Contract owner elects to withdraw excess cash value, the scheduled
premium is not reduced. The cash value is, of course, reduced by exactly the
amount of the withdrawal. Both the death benefit and the guaranteed minimum
death benefit are also reduced but by a lesser amount than they would be under a
partial surrender. For a brief discussion of the potential tax consequences of a
Contract owner's withdrawal of the excess cash value, see Tax Treatment of
Contract Benefits, page 15.

Upon request, Pruco Life will tell a Contract owner the amount of the net cash
value that may be withdrawn in this manner and the amount of the corresponding
reductions in the death benefit and guaranteed minimum death benefit for that or
any lesser amount of cash value withdrawn. A Contract owner is able to exercise
the right to withdraw a portion of the Contract's cash value either on an
isolated or occasional basis or automatically every year, to the extent
investment performance warrants, for the purpose of applying partial cash value
withdrawals toward the payment of premiums on the Contract. To exercise this
right, a Contract owner must deliver or mail a written request in a form that
meets Pruco Life's needs to a Pruco Life Home Office.

When Proceeds Are Paid. Pruco Life will generally pay any death benefit, cash
value or loan proceeds within 7 days after receipt at a Pruco Life Home Office
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, Pruco Life may delay payment of proceeds from the subaccount[s] and the
variable portion of the death benefit due under the Contract if the disposal or
valuation of the Account's assets is not reasonably practicable because the New
York Stock Exchange is closed for other than a regular holiday or weekend,
trading is restricted by the SEC or the SEC declares that an emergency exists.

With respect to a Contract in force as extended term or fixed reduced paid-up
insurance, Pruco Life expects to pay any cash value promptly upon request.
However, Pruco Life has the right to delay payment of such cash value for up to
6 months (or a shorter period if required by applicable law). Pruco Life will
pay interest of at least 3% a year if it delays such a payment for 30 days or
more (or a shorter period if required by applicable law).

Living Needs Benefit. Contract applicants may elect to add the Living Needs
Benefit(SM) to their Contracts at issue, subject to Pruco Life's receipt of
satisfactory evidence of insurability. The benefit may vary state-by-state where
it is available, and a Pruco Life representative should be consulted as to
whether and to what extent the benefit is available in a particular state and on
any particular Contract. Where available, the benefit can generally be added
only to Contracts of $50,000 or more or when the aggregate face amounts of the
insured's eligible contracts equal $50,000 or more.

The Living Needs Benefit allows the Contract owner to elect to receive an
accelerated payment of all or part of the Contract's death benefit, adjusted to
reflect current value, at a time when certain special needs exist. The adjusted
death benefit will always be less than the death benefit, but will generally be
greater than the Contract's cash surrender value. Depending upon state
regulatory approval, one or both of the following options may be available. A
Pruco Life representative should be consulted as to whether additional options
may be available.

Terminal Illness Option. This option is available if the insured is diagnosed as
terminally ill with a life expectancy of 6 months or less. When satisfactory
evidence is provided, Pruco Life will provide an accelerated payment of the
portion of the death benefit selected by the Contract owner as a Living Needs
Benefit. The Contract owner may (1) elect to receive the benefit in a single sum
or (2) receive equal monthly payments for 6 months. If the insured dies before
all of the payments have been made, the present value of the remaining payments
will be paid to the beneficiary designated in the Living Needs Benefit claim
form in a single sum.

Nursing Home Option. This option is available after the insured has been
confined to an eligible nursing home for 6 months or more. When satisfactory
evidence is provided, including certification by a licensed physician, that the
insured is expected to remain in the nursing home until death, Pruco Life will
provide an accelerated payment of the portion of the death benefit selected by
the Contract owner as a Living Needs Benefit. The Contract owner may (1) elect
to receive the benefits in a single sum or (2) receive equal monthly payments
for a specified number 

                                       12
<PAGE>

of years (not more than 10 nor less than 2), depending upon the age of the
insured. If the insured dies before all of the payments have been made, the
present value of the remaining payments will be paid to the beneficiary
designated in the Living Needs Benefit claim form in a single sum.

All or part of the Contract's death benefit may be accelerated under the Living
Needs Benefit. If the benefit is only partially accelerated, a death benefit of
at least $25,000 must remain under the Contract. Pruco Life reserves the right
to determine the minimum amount that may be accelerated.

The Living Needs Benefit is available only in jurisdictions where and to the
extent regulatory approval has been obtained. If desired by a Contract owner,
the benefit must be requested on the Contract's application. There is no charge
for adding the benefit to the Contract. However, an administrative charge (not
to exceed $150) will be made at the time the Living Needs Benefit is paid.

No benefit will be payable if the Contract owner is required to elect it in
order to meet the claims of creditors or to obtain a government benefit. Pruco
Life can furnish details about the amount of Living Needs Benefit that is
available to an eligible Contract owner under a particular Contract, and the
adjusted premium payments that would be in effect if less than the entire death
benefit is accelerated.

The Contract owner should consider whether adding this settlement option is
appropriate in his or her given situation. Adding the Living Needs Benefit to
the Contract has no adverse consequences; however, electing to use it could.
Contract owners 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 of a Living Needs Benefit payment may give rise to
a federal or state income tax. Receipt of a Living Needs Benefit payment may
also affect a Contract owner's eligibility for certain government benefits or
entitlements.

Illustrations of Cash Values, Death Benefits, and Accumulated Premiums. The
following tables have been prepared to help show how values under the Contract
change with investment performance of the Account. The tables assume that no
portion of the Contract's cash value is allocated to the Real Property Account.
The tables illustrate how cash values and death benefits of Contracts with a
given premium and guaranteed minimum death benefit issued on an insured of a
given age would vary over time if the return on the assets held in the selected
Series Fund portfolios were a uniform, gross, after-tax, annual rate of 0%, 4%
or 8%. The death benefits and cash values would be different from those shown if
the returns averaged 0%, 4%, and 8% but fluctuated over and under those averages
throughout the years.

The death benefits and cash values shown in the tables are calculated upon the
assumption that the maximum mortality charges specified by the 1980 CSO Table
will be made throughout the life of the Contract.

   
The amounts shown for the death benefit and cash value as of each Contract year
reflect the fact that the net investment return on the assets held in the
subaccounts is lower than the gross, after-tax return of the portfolios. This is
because the tables assume a total Series Fund expense ratio of 0.57% (taking
into account the offsets described under The Prudential Series Fund, Inc. on
page 3), and also reflect a daily mortality and expense risk charge to the
Account equal to an effective annual charge of 0.35%. The actual fees and
expenses of the portfolios associated with a particular Contract may be more or
less than 0.57% and will depend on which subaccounts are selected. Based on the
above assumptions, gross annual rates of return of 0%, 4%, and 8% correspond to
approximate net annual rates of return of -0.92%, 3.08%, and 7.08%.
    

The tables reflect the fact that no charges for federal or state income taxes
are currently made against the Account. If such a charge is made in the future,
it will take a higher gross rate of return to produce after-tax returns of 0%,
4% or 8% than it does now.

The second column of each table shows what results would be achieved if an
amount equal to the total annual premium were invested to earn 4% interest
compounded annually.

Upon request, Pruco Life will furnish a comparable illustration based on the
proposed insured's age and sex (except where unisex rates apply) and on the
guaranteed minimum death benefit or premium amount requested. Such an
illustration will assume that the insured is a standard (or, on request, a
preferred) risk and that the premium will be paid on an annual basis.

   
Additional illustrations that assume the gross annual investment return is 0%,
6%, and 12% can be found on pages C1 and C2. These percentages correspond to
approximate net annual rates of return of -0.92%, 5.08%, and 11.08%,
respectively.
    
                                       13

<PAGE>

   
<TABLE>
                                 ILLUSTRATIONS
                                 -------------

                        VARIABLE LIFE INSURANCE CONTRACT
                               MALE ISSUE AGE 25
                        $50,000 GUARANTEED DEATH BENEFIT
           $536.50 ANNUAL PREMIUM FOR STANDARD UNDERWRITING RISK (1)
                  USING MAXIMUM CONTRACTUAL MORTALITY CHARGES
<CAPTION>
                                              Death Benefit (2)                                   Cash Value (2)
                                ----------------------------------------------     ----------------------------------------------
                                     Assuming Hypothetical Gross (and Net)              Assuming Hypothetical Gross (and Net)
                Premiums                 Annual Investment Return of                       Annual Investment Return of
   End of     Accumulated       ----------------------------------------------     ----------------------------------------------
   Policy    at 4% Interest         0% Gross       4% Gross         8% Gross           0% Gross       4% Gross         8% Gross
    Year        Per Year         (-0.92% Net)     (3.08% Net)     (7.08% Net)       (-0.92% Net)     (3.08% Net)     (7.08% Net)
 ----------  --------------     --------------  --------------  --------------     --------------  --------------  --------------
<S>             <C>                 <C>             <C>             <C>                 <C>            <C>             <C>
     1          $   558             $50,000         $50,000         $50,011             $   22         $    25         $    28
     2          $ 1,138             $50,000         $50,000         $50,079             $  376         $   396         $   416
     3          $ 1,742             $50,000         $50,000         $50,203             $  728         $   780         $   833
     4          $ 2,369             $50,000         $50,000         $50,384             $1,078         $ 1,176         $ 1,280
     5          $ 3,022             $50,000         $50,000         $50,624             $1,434         $ 1,594         $ 1,768
     6          $ 3,701             $50,000         $50,000         $50,923             $1,787         $ 2,024         $ 2,289
     7          $ 4,407             $50,000         $50,000         $51,281             $2,135         $ 2,466         $ 2,845
     8          $ 5,141             $50,000         $50,000         $51,699             $2,478         $ 2,919         $ 3,438
     9          $ 5,905             $50,000         $50,000         $52,176             $2,816         $ 3,383         $ 4,068
    10          $ 6,699             $50,000         $50,000         $52,713             $3,149         $ 3,858         $ 4,739
    15          $11,172             $50,000         $50,000         $56,305             $4,706         $ 6,379         $ 8,754
    20          $16,615             $50,000         $50,000         $61,435             $6,047         $ 9,096         $14,069
    25          $23,237             $50,000         $50,000         $68,170             $7,161         $11,982         $21,044
    30          $31,293             $50,000         $50,000         $76,620             $8,027         $14,978         $30,087
40 (Age 65)     $53,020             $50,000         $50,000         $99,296             $8,901         $20,857         $55,967

<FN>
(1)  If premiums are paid more frequently than annually, the payments would be
     $274.50 semi-annually, $139.50 quarterly or $48 monthly. The death benefits
     and cash values would be slightly different for a Contract with more
     frequent premium payments.

(2)  Assumes no Contract loan has been made.
</FN>
</TABLE>

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, AND RATES OF
INFLATION. THE DEATH BENEFIT AND CASH VALUE FOR A CONTRACT WOULD BE DIFFERENT
FROM THOSE SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED 0%, 4%, AND 8% OVER A
PERIOD OF YEARS BUT ALSO FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL
CONTRACT YEARS. NO REPRESENTATIONS CAN BE MADE BY PRUCO LIFE OR THE SERIES FUND
THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.

                                       T1

    

<PAGE>
   
<TABLE>

                        VARIABLE LIFE INSURANCE CONTRACT
                               MALE ISSUE AGE 40
                        $50,000 GUARANTEED DEATH BENEFIT
             $939 ANNUAL PREMIUM FOR STANDARD UNDERWRITING RISK (1)
                  USING MAXIMUM CONTRACTUAL MORTALITY CHARGES
<CAPTION>
                                              Death Benefit (2)                                   Cash Value (2)
                                ----------------------------------------------     ----------------------------------------------
                                     Assuming Hypothetical Gross (and Net)              Assuming Hypothetical Gross (and Net)
                Premiums                 Annual Investment Return of                       Annual Investment Return of
   End of     Accumulated       ----------------------------------------------     ----------------------------------------------
   Policy    at 4% Interest         0% Gross       4% Gross         8% Gross           0% Gross       4% Gross         8% Gross
    Year        Per Year         (-0.92% Net)     (3.08% Net)     (7.08% Net)       (-0.92% Net)     (3.08% Net)     (7.08% Net)
 ----------  --------------     --------------  --------------  --------------     --------------  --------------  --------------
<S>             <C>                 <C>             <C>             <C>                <C>             <C>             <C>
     1          $   977             $50,000         $50,000         $50,028            $   197         $   208         $   219
     2          $ 1,992             $50,000         $50,000         $50,118            $   814         $   862         $   911
     3          $ 3,048             $50,000         $50,000         $50,268            $ 1,415         $ 1,525         $ 1,640
     4          $ 4,147             $50,000         $50,000         $50,479            $ 1,998         $ 2,195         $ 2,406
     5          $ 5,289             $50,000         $50,000         $50,755            $ 2,637         $ 2,948         $ 3,291
     6          $ 6,477             $50,000         $50,000         $51,097            $ 3,257         $ 3,711         $ 4,223
     7          $ 7,713             $50,000         $50,000         $51,505            $ 3,860         $ 4,484         $ 5,206
     8          $ 8,998             $50,000         $50,000         $51,977            $ 4,444         $ 5,266         $ 6,241
     9          $10,335             $50,000         $50,000         $52,515            $ 5,012         $ 6,058         $ 7,332
    10          $11,725             $50,000         $50,000         $53,118            $ 5,561         $ 6,859         $ 8,480
    15          $19,554             $50,000         $50,000         $57,111            $ 8,002         $10,941         $15,147
    20          $29,080             $50,000         $50,000         $62,753            $ 9,888         $15,046         $23,532
25 (Age 65)     $40,670             $50,000         $50,000         $70,106            $11,217         $19,054         $33,939

<FN>
(1)  If premiums are paid more frequently than annually, the payments would be
     $479.50 semi-annually, $243 quarterly or $82.50 monthly. The death benefits
     and cash values would be slightly different for a Contract with more
     frequent premium payments.

(2)  Assumes no Contract loan has been made.
</FN>
</TABLE>

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, AND RATES OF
INFLATION. THE DEATH BENEFIT AND CASH VALUE FOR A CONTRACT WOULD BE DIFFERENT
FROM THOSE SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED 0%, 4%, AND 8% OVER A
PERIOD OF YEARS BUT ALSO FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL
CONTRACT YEARS. NO REPRESENTATIONS CAN BE MADE BY PRUCO LIFE OR THE SERIES FUND
THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.

                                       T2


    

<PAGE>

Contract Loans. After the first Contract year, the owner may borrow from Pruco
Life using the Contract as the only security for the loan. During the first
Contract year, no loans are permitted. Except as provided in the following
paragraph, after the first Contract year a Contract owner may borrow up to 75%
of the Contract's cash value. The minimum amount that may be borrowed at any one
time is $500, except that a smaller amount may be borrowed if used to pay
premiums on the Contract. The owner who is paying premiums other than monthly
may elect in advance to have Pruco Life automatically make a loan against the
Contract, if the net cash value is large enough, in order to pay a premium that
has not been paid at the end of a grace period. In some states this automatic
premium loan may be available to owners who pay premiums monthly.

Under one of the loan provisions available under this Contract, interest on a
loan accrues daily at a fixed effective annual rate of 5.5% (6% for Contracts
issued to Texas residents). However, if a Contract owner so desires, and if
Pruco Life has received any required approvals from the regulatory officials in
the state or other jurisdiction in which the Contract is to be issued, the
Contract owner may elect at the time of issuance of the Contract to have a
different loan provision in the Contract under which the interest rate will vary
from time to time. Under this variable loan interest rate provision, a Contract
owner may borrow up to 90% of the Contract's cash value after the first Contract
year.

   
If an owner elects the variable loan interest rate provision, interest on any
loan will accrue daily at an effective annual rate Pruco Life determines at the
start of each Contract year (instead of at the fixed 5.5% rate). This interest
rate will not exceed the greatest of: (1) the "Published Monthly Average" for
the calendar month ending 2 months before the calendar month of the Contract
anniversary; (2) 5%, which is the assumed rate of return for the Contract plus
1%; and (3) any rate required by law in the state of issue of the Contract. The
"Published Monthly Average" means Moody's Corporate Bond Yield Average--Monthly
Average Corporates, as published by Moody's Investors Service, Inc. or any
successor to that service, or if that average is no longer published, a
substantially similar average established by the insurance regulator where the
Contract is issued. For example, the Published Monthly Average in 1994 ranged
from 7.25% to 8.94%.
    

Interest payments on any loan are due at the end of each Contract year. If
interest is not paid when due, it is added to the amount of the loan. If the sum
of all outstanding loans plus accrued interest exceeds what the net cash value
would be if there were no Contract debt, Pruco Life will notify the Contract
owner of its intent to terminate the Contract in 31 days, within which time the
owner may repay all or enough of the loan to obtain a positive net cash value
and thus keep the Contract in force.

When a loan is made, an amount equal to the loan proceeds will be transferred
out of the Account and the Real Property Account, as applicable. The reduction
will generally be made in the same proportions as the value in each subaccount
and Real Property Account bears to the total value of the Contract. While a
fixed-rate loan is outstanding, the amount that was so transferred will be
credited with the assumed investment return of 4% rather than with the actual
rate of return of the subaccount[s] and/or the Real Property Account. While a
loan made pursuant to the variable loan interest rate provision is outstanding,
the amount that was so transferred will be credited with a rate which is 1% less
than the loan interest rate for the Contract year (instead of 4%), rather than
with the actual rate of return of the subaccount[s] and/or the Real Property
Account.

A loan will not affect the amount of the premiums due. Should the death benefit
become payable while a loan is outstanding, or should the Contract be
surrendered, the amount of the Contract debt will be deducted from the death
benefit or the cash value otherwise payable.

A loan will have a permanent effect on a Contract's death benefit and cash value
because the investment results of the subaccount[s] and/or the Real Property
Account will apply only to the amount remaining in the subaccount[s] and/or the
Real Property 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 favorable while the loan is outstanding, the death
benefit and cash value will not increase as rapidly as they would have if no
loan had been made. If investment results are unfavorable, the death benefit and
the cash value will not be as adversely affected as they would have been had no
loan been made. Of course, a loan that is repaid will not have any effect upon
the guaranteed minimum death benefit.

The tax treatment of Contract loans depends upon whether the Contract is
classified as a Modified Endowment Contract for federal tax purposes. See Tax
Treatment of Contract Benefits, page 15.

   
Consider the Contract issued on a 25 year old insured illustrated in the table
on page T1 with an 8% gross investment return. Assume a $2,500 (5.5%) fixed-rate
loan was made at the end of Contract year 8 and repaid at the end of Contract
year 9. Upon repayment, the death benefit would be $49,371.49 and the cash value
$3,992.92. These amounts are lower than the death benefit and cash value shown
on that page for the end of Contract year 9 because the loan amount was credited
with the 4% assumed investment return rather than the 8% gross rate of return
for the selected subaccounts.
    

                                       14

<PAGE>


Right to Exchange a Contract for a Fixed-Benefit Whole-Life Policy. At any time
during the first 24 months after a Contract is issued, so long as no premium due
remains unpaid, the owner may exchange it for a fixed benefit whole-life policy
on the insured's life. No evidence of insurability will be required to make an
exchange. The new policy's death benefit will be the same as the guaranteed
minimum amount of the Contract. The new policy will also have the same issue
date and risk classification for the insured as the Contract, but it will be
issued by The Prudential and will be a participating (potentially
dividend-paying) policy. Premiums for the new policy will be based on The
Prudential's rates in effect on the original issue date for the same class of
risk which are currently higher than premiums under the Contract. The new
policy's cash value will be the same as it would have been had the new policy
been purchased at the outset. There will be an equitable cash adjustment on the
exchange equal to the difference between the premiums on the new policy and the
premiums on the Contract for the period between the Contract date and the date
of the exchange, reduced by the amount, if any, by which the cash value of the
Contract on the date of the exchange exceeds what the cash value would have been
had the subaccounts and/or the Real Property Account in which the Contract
participated uniformly earned the assumed investment return of 4%. A further
adjustment will be made for any differences in premiums for any optional
benefits carried over to the new policy.

The exchange will be effective when Pruco Life receives a written request in a
form that meets its needs, and receives the Contract and payment of any
adjustment due on the exchange. Any outstanding Contract debt must be repaid on
or before the effective date of the exchange.

The Contract owner may also exchange the Contract for a fixed-benefit life
insurance policy according to procedures meeting applicable state insurance law
requirements if the Series Fund or one of its portfolios has a material change
in its investment policy. Pruco Life, in conjunction with the Arizona Director
of Insurance, will determine if a change in investment policy is material. The
Contract owner will be able to exchange within 60 days of receipt of notice of
such a material change or of the effective date of the change, whichever is
later. Upon such an exchange, there will be a cash adjustment based on any
difference in net cash value between the Contract and the new policy.

Sale of the Contract and Sales Commissions. Pruco Securities Corporation
("Prusec"), an indirect wholly-owned subsidiary of The Prudential, acts as the
principal underwriter of the Contract. Prusec, organized in 1971 under New
Jersey law, is registered as a broker and dealer under the Securities Exchange
Act of 1934 and is a member of the National Association of Securities Dealers,
Inc. Prusec's principal business address is 1111 Durham Avenue South Plainfield,
New Jersey 07080. The Contract is sold by registered representatives of Prusec
who are also authorized by state insurance departments to do so. The Contract
may also be sold through other broker-dealers authorized by Prusec and
applicable law to do so. Registered representatives of such other broker-dealers
may be paid on a different basis than described below. Where the insured is less
than 58 years of age, the representative will generally receive a commission of
no more than 50% of the premiums for the first year, no more than 11% of the
premiums for the second, third, and fourth years, no more than 3% of the
premiums for the fifth through tenth years, and no more than 2% of the premiums
thereafter. For insureds over 58 years of age, the commission will be lower. The
representative may be required to return all or part of the first year
commission if the Contract is not continued through the second year.
Representatives with less than 3 years of service may be paid on a different
basis. Representatives who meet certain productivity, profitability and
persistency standards with regard to the sale of the Contract will be eligible
for additional compensation.

Sales expenses in any year are not equal to the deduction for sales load in that
year. Pruco Life expects to recover its total sales expenses over the periods
the 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 Pruco Life's surplus, which may include the amounts derived from the risk
charge and the mortality and expense risk charge, described in items 5 and 7
under Charges and Expenses, page 6.

   
Tax Treatment of Contract Benefits. Each prospective purchaser 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
Pruco Life believes the current tax laws apply in the most commonly occurring
circumstances. There is no guarantee, however, that the current federal income
tax laws and regulations or interpretations will not change.

Treatment as Life Insurance. The Contract will be treated as "life insurance,"
as long as it satisfies certain definitional tests set forth in Sections 7702 of
the Internal Revenue Code (the "Code") and as long as the underlying investments
for the Contract satisfy diversification requirements, see DIVIDENDS,
DISTRIBUTIONS, AND TAXES in the attached prospectus for the Series Fund.)

Pruco Life believes that it has taken adequate steps to cause the Contract to be
treated as life insurance for tax purposes. This means that: (1) except as noted
below, the Contract owner should not be taxed on any part of the Contract's cash
value, including additions attributable to interest, dividends or appreciation;
and (2) the death benefit should be excludible from the gross income of the
beneficiary under Section 101(a) of the Code.
    

                                       15
<PAGE>

   
However, Section 7702 of the Code which defines life insurance for tax purposes
gives the Secretary of the Treasury 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
Contract owners 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.

Pruco Life 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 Contract continues to qualify as life insurance for
tax purposes. Any such changes will apply uniformly to affected Contract owners
and will be made only after advance written notice to affected Contract owners.
    

Pre-Death Distributions. The taxation of pre-death distributions depends on
whether the Contract is classified as a Modified Endowment Contract. The
following discussion first deals with distributions under Contracts not so
classified, and then with Modified Endowment Contracts.

   
1. A surrender or lapse of the Contract may have tax consequences. Upon
   surrender, the owner will not be taxed on the net cash 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 Contract debt will, upon
   surrender or lapse, be added to the net cash value and treated, for this
   purpose, as if it had been received. Any loss incurred upon surrender is
   generally not deductible. The tax consequences of a surrender may differ if
   the proceeds are received under any income payment settlement option.

   A withdrawal (or partial surrender) 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 Contract years all or a portion of a
   withdrawal may be taxable if the Contract's cash value 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 optional benefits and riders 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 Contract will ordinarily be treated as indebtedness
   of the owner and will not be considered to be distributions subject to tax.

   
2. Some of the above rules are changed if the Contract is classified as a
   Modified Endowment Contract under Section 7702A of the Code. In general, this
   Contract should not become a Modified Endowment Contract. However, certain
   actions may cause the Contract to become a Modified Endowment Contract. These
   actions may include partial surrenders or withdrawals, the deletion of
   certain riders or the selection of certain options upon the lapse of the
   Contract. Contract owners contemplating any of these steps should first
   consult a qualified tax advisor and their Pruco Life representative.

   If the Contract is classified as a Modified Endowment Contract, then
   pre-death distributions, including loans and withdrawals, are includible in
   income to the extent that the Contract's cash value prior to surrender
   charges exceeds the gross premiums paid for the Contract 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 pre-death
   distributions, including loans, made during the 2 year period prior to the
   Contract becoming a Modified Endowment Contract.

   In addition, pre-death distributions from such Contracts (including full
   surrenders) will be subject to a penalty of 10 per cent 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 nonnatural
   persons such as corporations.     

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

   
Withholding. The taxable portion of any amounts received under the Contract will
be subject to withholding to meet federal income tax obligations. If the
Contract owner fails to elect that no taxes be withheld, Pruco Life will
withhold from each payment the appropriate percentage of the taxable portion of
the payment. Pruco Life will provide the Contract owner 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
    

                                       16
<PAGE>

   
rules if withholding and estimated tax payments are not sufficient. Contract
owners who do not provide a social security number or other taxpayer
identification number will not be permitted to elect out of withholding.

Other Tax Considerations. Transfer of the Contract to a new owner or assignment
of the Contract may have tax consequences depending on the circumstances. In the
case of a transfer of the Contract for a 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 Contract to or the designation of a
beneficiary who is either 37 1/2 years younger than the Contract owner or a
grandchild of the Contract owner may have Generation Skipping Transfer tax
consequences under Section 2601 of the Code.

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

Business-owned life insurance is subject to additional rules. Section 264(a)(1)
of the Code generally precludes business Contract owners from deducting premium
payments. Under Section 264(a)(4) of the Code, a deduction is not allowed for
any interest paid or accrued on any Contract debt on an insurance policy to the
extent the indebtedness exceeds $50,000 per officer, employee or financially
interested person. The Code also imposes an indirect tax upon additions to the
Contract's cash value or the receipt of death benefits under business-owned life
insurance policies under certain circumstances by way of the corporate
alternative minimum tax.

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

Lapse and Reinstatement. This Contract ensures that as long as premiums are
paid, insurance protection remains in effect. However, if a premium is not paid
on or before each due date, or within the grace period after each due date, the
Contract will go into default. Should this happen, Pruco Life will send the
Contract owner a notice of default setting forth the payment necessary to keep
the Contact in force on a premium paying basis. This payment must be received at
the Pruco Life Home Office within the 31 day grace period after the notice of
default is mailed or the Contract will lapse. A Contract that lapses with an
outstanding Contract loan may have tax consequences. See Tax Treatment of
Contract Benefits on page 15.

A Contract that has lapsed may be reinstated within 3 years after the date of
default unless the Contract has been surrendered for its cash value. To
reinstate a lapsed Contract, Pruco Life requires renewed evidence of
insurability, and submission of certain payments due under the Contract.

If a Contract does lapse, it may still provide some benefits. Those benefits are
described below under Options on Lapse.

Options on Lapse. If a Contract lapses because the premium has not been paid
before the end of the grace period, some life insurance coverage may continue in
effect or the owner may choose to surrender the Contract for its net cash value.
A lapse of a Contract with a Contract loan may have tax consequences. See Tax
Treatment of Contract Benefits, page 15.

1. Extended Term Insurance. With one exception explained below, if the owner
does not communicate at all with Pruco Life, life insurance coverage will
continue for a length of time that depends on the net cash value on the due date
of the first unpaid premium, the amount of insurance, and the age and sex
(except where unisex rates apply) of the insured. The insurance amount will be
what it would have been on the due date of the unpaid premium, taking into
account any Contract debt on that date. The amount will not change while the
insurance stays in force. This benefit is known as extended term insurance. The
owner will be told in writing how long the insurance will be in effect. Extended
term insurance has a cash value but no loan value.

Contracts issued on the lives of certain insureds in high risk rating classes
will include a statement that extended term insurance will not be provided. In
that case, variable reduced paid-up insurance (as described in item 3 below)
will be the automatic benefit provided on lapse for Contracts issued in
jurisdictions where required approvals have been obtained from regulatory
authorities. Such approvals have been received in all jurisdictions except the
District of Columbia and Texas. The automatic benefit provided on lapse for
these insureds under Contracts issued in these two remaining jurisdictions will
be fixed reduced paid-up insurance (as described in item 2 below) until such
time as approvals for variable reduced paid-up insurance are obtained.

2. Fixed Reduced Paid-Up Insurance. The owner may choose to have insurance
coverage provided for the lifetime of the insured. The amount will be lower than
what extended term insurance would provide. This is known as fixed reduced
paid-up insurance. The insurance amount will depend on the net cash value on the
due date of the first premium in default, and the age and sex (except where
unisex rates apply) of the insured. The amount will not change thereafter unless
a loan is taken against the fixed reduced paid-up insurance. Pruco Life will, if
asked, tell the owner what the amount will be. Apart from the case described
above in which fixed reduced paid-up 

                                       17
<PAGE>


insurance is the automatic benefit provided on lapse, the owner who wants fixed
reduced paid-up insurance must ask for it in writing, in a form that meets Pruco
Life's needs, within 3 months of the due date of the first unpaid premium. Fixed
reduced paid-up insurance has a cash value and a loan value. Acquisition of
reduced paid-up insurance within the first 7 Contract years may result in the
Contract becoming a Modified Endowment Contract. See Tax Treatment of Contract
Benefits, page 15.

3. Variable Reduced Paid-Up Insurance. Variable reduced paid-up insurance
provides insurance coverage for the lifetime of the insured. The initial
insurance amount will depend upon the net cash value on the due date of the
first premium in default and the age and sex (except where unisex rates apply)
of the insured. This will be a new guaranteed minimum death benefit. Aside from
this guarantee, the cash value and the amount of insurance will vary with
investment performance in the same manner as a Contract in force on a premium
paying basis (see How a Contract's Death Benefit Will Vary, page 7 and How a
Contract's Cash Value Will Vary, page 10). Variable reduced paid-up insurance
has a loan privilege identical to that available on premium paying Contracts
(see Contract Loans, page 14). The availability of variable reduced paid-up
insurance is subject to the receipt of required state regulatory approvals.
Acquisition of reduced paid-up insurance within the first 7 Contract years may
result in the Contract becoming a Modified Endowment Contract. See Tax Treatment
of Contract Benefits, page 15.

As explained in item 1 above, variable reduced paid-up insurance is the
automatic benefit on lapse for Contracts issued on certain insureds in those
jurisdictions where regulatory approval has been obtained for such insurance.
Owners of other Contracts who want variable reduced paid-up insurance must ask
for it in writing, in a form that meets Pruco Life's needs, within 3 months of
the date of default; it will be available to such owners only if the initial
amount of variable reduced paid-up insurance would be at least $5,000. This
minimum is not applicable to Contracts for which variable reduced paid-up
insurance is the automatic benefit upon lapse.

4. Payment of Net Cash Value. The owner can receive the net cash value by
surrendering the Contract and making a written request in a form that meets
Pruco Life's needs. If Pruco Life receives the request within the days of grace
of a premium in default, the net cash value will be the net cash value as of the
due date of that premium, adjusted for any loan made or repaid during the days
of grace, plus or minus an amount that depends upon the investment performance
between the due date and the date Pruco Life receives the request. Whether the
net cash value as of the due date of the unpaid premium is increased or
decreased by subsequent investment performance depends upon whether or not the
assets relating to the Contract have increased at more than 4% a year. If Pruco
Life receives the request after the grace period expires, the net cash value
will be the net value of any extended term insurance then in force, or the net
value of any reduced paid-up insurance then in force (either fixed or variable),
less any Contract debt. Surrender of the Contract may have tax consequences. See
Tax Treatment of Contract Benefits, page 15.

   
The following table shows, the cash value, extended term insurance, and both
fixed and variable reduced paid-up insurance for two representative Contracts,
each with a guaranteed death benefit of $50,000, which lapse at the end of 8
years after a uniform gross annual investment return of 8%. The tables assume a
total Series Fund expense ratio of 0.57% (taking into account the offsets
described under The Prudential Series Fund, Inc. on page 3).
    

                      MAXIMUM MORTALITY CHARGE ASSUMPTION

                                             Extended            Reduced
      Insured               Cash Value    Term Insurance    Paid-Up Insurance
      -------               ----------    --------------    -----------------

   
      Male, age 25 ........  $3,438           $51,699           $14,352
      at issue                           for 19.80 years        for life

      Male, age 40 ........  $6,241           $51,977           $16,139
      at issue                           for 12.70 years        for life
    

Legal Considerations Relating to Sex-Distinct Premiums and Benefits. The
Contract generally employs mortality tables that distinguish between males and
females. Thus, premiums and benefits under Contracts issued on males and females
of the same age will generally differ. However, in those states that have
adopted regulations prohibiting sex-distinct insurance rates, premiums and cost
of insurance charges will be based on male mortality tables whether the insured
is male or female. In addition, employers and employee organizations considering
purchase of a Contract should consult their legal advisors to determine whether
purchase of a Contract based on sex-distinct actuarial tables is consistent with
Title VII of the Civil Rights Act of 1964 or other applicable law. Pruco Life
may offer the Contract with unisex mortality rates to such prospective
purchasers.

                                       18

<PAGE>

Other General Contract Provisions.

Beneficiary. The beneficiary is designated and named in the application by the
Contract owner. Thereafter, the owner may change the beneficiary, provided it is
in accordance with the terms of the Contract. Should the insured die with no
surviving beneficiary, the insured's estate will become the beneficiary.

Incontestability. After the Contract has been in force during the insured's
lifetime for 2 years from the Contract date, Pruco Life will not contest its
liability under the Contract in accordance with its terms.

Misstatement of Age or Sex. If the insured's stated age or sex (except where
unisex rates apply) or both are incorrect in the Contract, Pruco Life will
adjust the benefits payable, as required by law, to reflect what the premium
would have purchased for the correct age and sex.

Suicide Exclusion. Generally, if the insured, whether sane or insane, dies by
suicide within 2 years from the Contract date, Pruco Life will pay no more under
the Contract than the sum of the premiums paid.

Assignment. This Contract may not be assigned if such assignment would violate
any federal, state or local law or regulation. Pruco Life assumes no
responsibility for the validity or sufficiency of any assignment, and it will
not be obligated to comply with any assignment unless it has received a copy at
one of its Home Offices.

Settlement Options. The Contract grants to most owners, or to the beneficiary, a
wide variety of optional ways of receiving Contract proceeds, other than in a
lump sum. Any Pruco Life representative authorized to sell this Contract can
explain these options upon request.

Riders. When the Contract is first issued, the owner may be able to obtain extra
fixed benefits, which may require an additional premium. These benefits will be
described in what is known as a "rider" to the Contract. For example, one
benefit pays an additional amount if the insured dies in an accident. Others
waive certain premiums if the insured is disabled within the meaning of the
provision (or, in the case of a Contract issued on an insured under the age of
15, if the applicant dies or becomes disabled within the meaning of the
provision). Others pay an additional amount if the insured dies within a stated
number of years after issue; similar benefits may be available if the insured's
spouse or child should die. The amounts of these benefits are fully guaranteed
at issue; they do not depend on the performance of the Account. Certain
restrictions may apply; they are clearly described in the applicable rider. Any
Pruco Life representative authorized to sell the Contract can explain these
extra benefits further. Samples of the provisions are available from Pruco Life
upon written request.

Voting Rights. As stated above, all of the assets held in the subaccounts of the
Account will be invested in shares of the corresponding portfolios of the Series
Fund. Pruco Life is the legal owner of those shares and as such has the right to
vote on any matter voted on at Series Fund shareholders meetings. However, Pruco
Life will, as required by law, vote the shares of the Series Fund at any regular
and special shareholders meetings it is required to hold in accordance with
voting instructions received from Contract owners. The Series Fund will not hold
annual shareholders meetings when not required to do so under Maryland law or
the Investment Company Act of 1940. Series Fund shares for which no timely
instructions from Contract owners are received, and any shares attributable to
general account investments of Pruco Life will be voted in the same 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 Pruco Life to vote shares of the Series
Fund in its own right, it may elect to do so.

Matters on which Contract owners may give voting instructions include the
following: (1) election of the Board of Directors of the Series Fund; (2)
ratification of the independent accountant of the Series Fund; (3) approval of
the investment advisory agreement for a portfolio of the Series Fund
corresponding to the Contract owner's selected subaccount[s]; (4) any change in
the fundamental investment policy of a portfolio corresponding to the Contract
owner's selected subaccount[s]; and (5) any other matter requiring a vote of the
shareholders of the Series Fund. With respect to approval of the investment
advisory agreement or any change in a portfolio's fundamental investment policy,
Contract owners participating in such portfolios will vote separately on the
matter, pursuant to the requirements of Rule 18f-2 under the 1940 Act.

The number of Series Fund shares for which instructions may be given by a
Contract owner is determined by dividing the portion of the value of the
Contract derived from participation in a subaccount, by the value of one share
in the corresponding portfolio of the Series Fund. The number of votes for which
each Contract owner may give Pruco Life instructions will be determined as of
the record date chosen by the Board of Directors of the Series Fund. Pruco Life
will furnish Contract owners with proper forms and proxies to enable them to
give these instructions. Pruco Life reserves the right to modify the manner in
which the weight to be given voting instructions is calculated where such a
change is necessary to comply with current federal regulations or
interpretations of those regulations.

                                       19

<PAGE>

Pruco Life 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 Series Fund's portfolios, or to approve or disapprove an investment
advisory contract for the Series Fund. In addition, Pruco Life itself may
disregard voting instructions that would require changes in the investment
policy or investment advisor of one or more of the Series Fund's portfolios,
provided that Pruco Life reasonably disapproves such changes in accordance with
applicable federal regulations. If Pruco Life does disregard voting
instructions, it will advise Contract owners of that action and its reasons for
such action in the next annual or semi-annual report to Contract owners.

Substitution of Series Fund Shares. Although Pruco Life believes it to be
unlikely, it is possible that in the judgment of its management, one or more of
the portfolios of the Series Fund may become unsuitable for investment by
Contract owners because of investment policy changes, tax law changes or the
unavailability of shares for investment. In that event, Pruco Life 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. Contract owners will be notified
of such substitution.

Reports to Contract Owners. Once each Contract year (except where the Contract
is in force as fixed extended term insurance or fixed reduced paid-up
insurance), Contract owners will be sent statements that provide certain
information pertinent to their own Contract. These statements detail values and
transactions made and specific Contract data that apply only to each particular
Contract. On request, a Contract owner will be sent a current statement in a
form similar to that of the annual statement described above, but Pruco Life may
limit the number of such requests or impose a reasonable charge if such requests
are made too frequently.

   
Each Contract owner will be sent an annual report for the Account. Contract
owners will also be sent annual and semi-annual reports of the Series Fund
showing the financial condition of the portfolios and the investments held in
each.
    

State Regulation. Pruco Life is subject to regulation and supervision by the
Department of Insurance of the State of Arizona, 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.

Pruco Life 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, Pruco Life is required
to file with Arizona 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 LLP's principal business address is Two Hilton Court, Parsippany, New
Jersey 07054-0319. Actuarial matters included in this prospectus have been
examined by Nancy D. Davis, FSA, MAAA, whose opinion is filed as an exhibit to
the registration statement.
    

Litigation.  No litigation is pending that would have a material effect upon
the Account or the Series Fund.

Additional Information. A registration statement has been filed with the SEC
under the Securities Act of 1933, relating to the offering described in this
prospectus. This prospectus does not include all of 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 Pruco Life's office. The address
and telephone number are set forth on the cover of this prospectus.

Financial Statements. The consolidated financial statements of Pruco Life and
subsidiaries included herein should be distinguished from the financial
statements of the Account, and should be considered only as bearing upon the
ability of Pruco Life to meet its obligations under the Contracts.

                                       20
<PAGE>


                             DIRECTORS AND OFFICERS

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

                            DIRECTORS OF PRUCO LIFE

E. MICHAEL CAULFIELD, Director--Chief Executive Officer, Prudential Preferred
Financial Services since 1995; 1993 to 1995: President, Prudential Preferred
Financial Services; 1992 to 1993: President, Prudential Property and Casualty
Insurance Company*; Prior to 1992: President of Investment Services of The
Prudential.

   
ROBERT P. HILL, Chairman and Director--Executive Vice President of The
Prudential.
    

GARNETT L. KEITH, JR., Director--Vice Chairman of The Prudential.

IRA J. KLEINMAN, Director--President, Prudential Select Marketing since 1993;
1992 to 1993: Senior Vice President of The Prudential; Prior to 1992: Vice
President of The Prudential.

ESTHER H. MILNES, President and Director--Senior Vice President and Chief
Actuary, Prudential Insurance and Financial Services since 1993; Prior to 1993:
Vice President and Associate Actuary of The Prudential.

I. EDWARD PRICE, Vice Chairman and Director--Chief Executive Officer,
International Insurance of The Prudential since 1994; 1993 to 1994: President,
International Insurance of The Prudential; Prior to 1993: Senior Vice President
and Company Actuary of The Prudential.

DONALD G. SOUTHWELL, Director--President, Prudential Insurance and Financial
Services since 1993; Prior to 1993: Senior Vice President of The Prudential.

                         OFFICERS WHO ARE NOT DIRECTORS

   
BEVERLY R. BARNEY, Senior Vice President--Vice President and Associate
Actuary, Prudential Insurance and Financial Services since 1995; 1993 to 1995:
Senior Vice President and Associate Actuary, Prudential Direct; 1991 to 1993:
Senior Vice President and Actuary of Pruco Life; Prior to 1991: Vice President
and Actuary of Pruco Life.
    

ROBERT EARL, Senior Vice President--Vice President, Strategic Initiatives,
Prudential Preferred Financial Services since 1993; Prior to 1993: Vice
President Regional Marketing of The Prudential.

   
JOHN P. GUALTIERI, Senior Vice President and Assistant Secretary--Vice President
and Insurance Counsel of The Prudential since 1993. Prior to 1993: Senior Vice
President and General Counsel of Pruco Life.
    

RICHARD F. LAMBERT, Senior Vice President, Chief Actuary, Appointed
Actuary--Vice President and Associate Actuary, Prudential Preferred Financial
Services since 1993; 1991 to 1993: Vice President and Actuary of The Prudential.
Prior to 1991: Vice President, Prudential Select Marketing.

DOROTHY K. LIGHT, Secretary--Vice President and Secretary of The Prudential.

DIANE M. MCGOVERN, Vice President and Actuary--Vice President and Assistant
Actuary of The Prudential.

MARTIN PFINSGRAFF, Treasurer--Vice President and Treasurer of The Prudential
since 1991; Prior to 1991: Managing Director, Corporate Finance of The
Prudential.

MICHAEL R. SHAPIRO, Senior Vice President--Senior Vice President, Prudential
Select Brokerage.

   
LAWRENCE J. SUNDRAM, Senior Vice President--Senior Vice President of Property
and Casualty, Prudential Insurance and Financial Services since 1994; 1993 to
1994: Vice President, Prudential Insurance and Financial Services; Prior to
1993: Vice President, District Agencies Marketing for The Prudential.

STEPHEN P. TOOLEY, Vice President, Comptroller and Chief Accounting
Officer--Vice President and Comptroller, Prudential Insurance and Financial
Services since 1993; Prior to 1993: Director, Financial Analysis for The
Prudential.
    

The business address of all directors and officers of Pruco Life is 213
Washington Street, Newark, New Jersey 07102-2992.

- ----------
* Subsidiary of The Prudential

                                       21

<PAGE>

   
                            FINANCIAL STATEMENTS OF
                     PRUCO LIFE VARIABLE INSURANCE ACCOUNT
 
STATEMENTS OF NET ASSETS
 
December 31, 1994
 
<TABLE>
<CAPTION>
                                                                                             SUBACCOUNTS
                                                                    --------------------------------------------------------------
 
                                                                                                                     AGGRESSIVELY
                                                                        MONEY                           COMMON         MANAGED
                                                        TOTAL           MARKET           BOND           STOCK          FLEXIBLE
                                                    --------------  --------------  --------------  --------------  --------------
<S>                                                 <C>             <C>             <C>             <C>             <C>
ASSETS
  Investment in shares of The Prudential Series
    Fund, Inc.
    Portfolios at net asset value [Note 2]........  $  239,749,405  $   15,348,305  $   18,060,896  $   82,977,097  $   85,956,780
                                                    --------------  --------------  --------------  --------------  --------------
                                                    --------------  --------------  --------------  --------------  --------------
NET ASSETS, representing:
  Equity of Contract owners.......................  $  239,392,591  $   15,317,195  $   18,052,348  $   82,944,216  $   85,827,346
  Equity of Pruco Life Insurance Company..........         356,814          31,110           8,548          32,881         129,434
                                                    --------------  --------------  --------------  --------------  --------------
                                                    $  239,749,405  $   15,348,305  $   18,060,896  $   82,977,097  $   85,956,780
                                                    --------------  --------------  --------------  --------------  --------------
                                                    --------------  --------------  --------------  --------------  --------------
</TABLE>
 
STATEMENTS OF OPERATIONS
 
For the year ended December 31, 1994
 
<TABLE>
<CAPTION>
                                                                                             SUBACCOUNTS
                                                                    --------------------------------------------------------------
 
                                                                                                                     AGGRESSIVELY
                                                                        MONEY                           COMMON         MANAGED
                                                        TOTAL           MARKET           BOND           STOCK          FLEXIBLE
                                                    --------------  --------------  --------------  --------------  --------------
<S>                                                 <C>             <C>             <C>             <C>             <C>
INVESTMENT INCOME
  Dividend distributions received.................  $    7,331,921  $      603,072  $    1,166,519  $    1,853,714  $    2,383,342
 
EXPENSES
  Charges to Contract owners for assuming
    mortality risk and expense risk [Note 3A].....         827,450          52,970          63,678         285,371         298,755
  Reimbursement for excess expenses [Note 3B].....        (419,545)         (9,827)        (10,041)       (115,369)       (223,963)
                                                    --------------  --------------  --------------  --------------  --------------
NET EXPENSES......................................         407,905          43,143          53,637         170,002          74,792
                                                    --------------  --------------  --------------  --------------  --------------
NET INVESTMENT INCOME.............................       6,924,016         559,929       1,112,882       1,683,712       2,308,550
                                                    --------------  --------------  --------------  --------------  --------------
NET REALIZED AND UNREALIZED GAIN (LOSS)
  ON INVESTMENTS
  Capital gains distributions received............       6,346,543               0          40,866       3,446,147       2,439,446
  Realized gain on shares redeemed
    [average cost basis]..........................         376,565               0           8,522         270,343          57,114
  Net unrealized loss on investments..............     (14,916,341)              0      (1,825,278)     (3,314,767)     (7,638,295)
                                                    --------------  --------------  --------------  --------------  --------------
NET GAIN (LOSS) ON INVESTMENTS....................      (8,193,233)              0      (1,775,890)        401,723      (5,141,735)
                                                    --------------  --------------  --------------  --------------  --------------
NET INCREASE (DECREASE) IN NET ASSETS
  RESULTING FROM OPERATIONS.......................  $   (1,269,217) $      559,929  $     (663,008) $    2,085,435  $   (2,833,185)
                                                    --------------  --------------  --------------  --------------  --------------
                                                    --------------  --------------  --------------  --------------  --------------
</TABLE>
 
             SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A7 AND A8.
                                       A1
    

<PAGE>

   
STATEMENTS OF NET ASSETS (CONTINUED)
December 31, 1994
<TABLE>
<CAPTION>
                                                                               SUBACCOUNTS (CONTINUED)
                                                    ------------------------------------------------------------------------------
 
                                                    CONSERVATIVELY       HIGH                            HIGH
                                                       MANAGED          YIELD           STOCK          DIVIDEND        NATURAL
                                                       FLEXIBLE          BOND           INDEX           STOCK         RESOURCES
                                                    --------------  --------------  --------------  --------------  --------------
<S>                                                 <C>             <C>             <C>             <C>             <C>
ASSETS
  Investment in shares of The Prudential Series
    Fund, Inc.
    Portfolios at net asset value [Note 2]........  $   29,131,354  $    1,589,882  $    3,115,361  $    1,680,283  $    1,129,700
                                                    --------------  --------------  --------------  --------------  --------------
                                                    --------------  --------------  --------------  --------------  --------------
NET ASSETS, representing:
  Equity of Contract owners.......................  $   29,058,841  $    1,585,277  $    3,087,159  $    1,678,608  $    1,129,132
  Equity of Pruco Life Insurance Company..........          72,513           4,605          28,202           1,675             568
                                                    --------------  --------------  --------------  --------------  --------------
                                                    $   29,131,354  $    1,589,882  $    3,115,361  $    1,680,283  $    1,129,700
                                                    --------------  --------------  --------------  --------------  --------------
                                                    --------------  --------------  --------------  --------------  --------------
 
<CAPTION>
 
                                                        GLOBAL        GOVERNMENT
                                                        EQUITY        SECURITIES
                                                    --------------  --------------
<S>                                                 <C>             <C>
ASSETS
  Investment in shares of The Prudential Series
    Fund, Inc.
    Portfolios at net asset value [Note 2]........  $      335,063  $      424,684
                                                    --------------  --------------
                                                    --------------  --------------
NET ASSETS, representing:
  Equity of Contract owners.......................  $      324,818  $      387,651
  Equity of Pruco Life Insurance Company..........          10,245          37,033
                                                    --------------  --------------
                                                    $      335,063  $      424,684
                                                    --------------  --------------
                                                    --------------  --------------
</TABLE>
 
STATEMENTS OF OPERATIONS (CONTINUED)
For the year ended December 31, 1994
<TABLE>
<CAPTION>
                                                                               SUBACCOUNTS (CONTINUED)
                                                    ------------------------------------------------------------------------------
 
                                                    CONSERVATIVELY       HIGH                            HIGH
                                                       MANAGED          YIELD           STOCK          DIVIDEND        NATURAL
                                                       FLEXIBLE          BOND           INDEX           STOCK         RESOURCES
                                                    --------------  --------------  --------------  --------------  --------------
<S>                                                 <C>             <C>             <C>             <C>             <C>
INVESTMENT INCOME
  Dividend distributions received.................  $      994,479  $      159,779  $       74,485  $       57,103  $       11,288
 
EXPENSES
  Charges to Contract owners for assuming
    mortality risk and expense risk [Note 3A].....          99,476           5,652          10,485           5,282           3,962
  Reimbursement for excess expenses [Note 3B].....         (60,345)              0               0               0               0
                                                    --------------  --------------  --------------  --------------  --------------
NET EXPENSES......................................          39,131           5,652          10,485           5,282           3,962
                                                    --------------  --------------  --------------  --------------  --------------
NET INVESTMENT INCOME.............................         955,348         154,127          64,000          51,821           7,326
                                                    --------------  --------------  --------------  --------------  --------------
NET REALIZED AND UNREALIZED GAIN (LOSS)
  ON INVESTMENTS
  Capital gains distributions received............         306,877               0           4,568          85,670          22,870
  Realized gain on shares redeemed
    [average cost basis]..........................           8,992           2,079          13,026           4,284          11,808
  Net unrealized loss on investments..............      (1,583,036)       (205,610)        (58,977)       (130,972)        (94,709)
                                                    --------------  --------------  --------------  --------------  --------------
NET GAIN (LOSS) ON INVESTMENTS....................      (1,267,167)       (203,531)        (41,383)        (41,018)        (60,031)
                                                    --------------  --------------  --------------  --------------  --------------
NET INCREASE (DECREASE) IN NET ASSETS
  RESULTING FROM OPERATIONS.......................  $     (311,819) $      (49,404) $       22,617  $       10,803  $      (52,705)
                                                    --------------  --------------  --------------  --------------  --------------
                                                    --------------  --------------  --------------  --------------  --------------
 
<CAPTION>
 
                                                        GLOBAL        GOVERNMENT
                                                       EQUITY*        SECURITIES
                                                    --------------  --------------
<S>                                                 <C>             <C>
INVESTMENT INCOME
  Dividend distributions received.................  $          513  $       27,627
EXPENSES
  Charges to Contract owners for assuming
    mortality risk and expense risk [Note 3A].....             382           1,437
  Reimbursement for excess expenses [Note 3B].....               0               0
                                                    --------------  --------------
NET EXPENSES......................................             382           1,437
                                                    --------------  --------------
NET INVESTMENT INCOME.............................             131          26,190
                                                    --------------  --------------
NET REALIZED AND UNREALIZED GAIN (LOSS)
  ON INVESTMENTS
  Capital gains distributions received............              99               0
  Realized gain on shares redeemed
    [average cost basis]..........................               0             397
  Net unrealized loss on investments..............         (15,549)        (49,148)
                                                    --------------  --------------
NET GAIN (LOSS) ON INVESTMENTS....................         (15,450)        (48,751)
                                                    --------------  --------------
NET INCREASE (DECREASE) IN NET ASSETS
  RESULTING FROM OPERATIONS.......................  $      (15,319) $      (22,561)
                                                    --------------  --------------
                                                    --------------  --------------
                                                      *Commenced
                                                       Business
                                                      on 5/1/94
</TABLE>
 
             SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A7 AND A8.
                                       A2
    

<PAGE>

   
                            FINANCIAL STATEMENTS OF
                     PRUCO LIFE VARIABLE INSURANCE ACCOUNT
 
STATEMENTS OF CHANGES IN NET ASSETS
 
For the years ended December 31, 1994 and 1993
 
<TABLE>
<CAPTION>
                                                                                              SUBACCOUNTS
                                                                     --------------------------------------------------------------
 
                                                                                 MONEY
                                                 TOTAL                           MARKET                           BOND
                                     ------------------------------  ------------------------------  ------------------------------
                                                          1993
                                          1994       (AS RESTATED)        1994            1993            1994            1993
                                     --------------  --------------  --------------  --------------  --------------  --------------
<S>                                  <C>             <C>             <C>             <C>             <C>             <C>
 
OPERATIONS:
  Net investment income............  $    6,924,016  $    6,306,536  $      559,929  $      405,334  $    1,112,882  $    1,007,118
  Capital gains distributions
    received.......................       6,346,543       9,775,590               0               0          40,866         255,165
  Realized gain on shares redeemed
    [average cost basis]...........         376,565         430,284               0               0           8,522          22,498
  Net unrealized gain (loss) on
    investments....................     (14,916,341)     15,110,176               0               0      (1,825,278)        399,303
                                     --------------  --------------  --------------  --------------  --------------  --------------
 
NET INCREASE (DECREASE) IN NET
  ASSETS
  RESULTING FROM OPERATIONS........      (1,269,217)     31,622,586         559,929         405,334        (663,008)      1,684,084
                                     --------------  --------------  --------------  --------------  --------------  --------------
 
NET INCREASE (DECREASE) IN NET
  ASSETS
  RESULTING FROM PREMIUM PAYMENTS
  AND OTHER OPERATING TRANSFERS....       3,752,964       4,878,931        (470,898)       (793,826)       (238,081)        151,600
                                     --------------  --------------  --------------  --------------  --------------  --------------
 
NET INCREASE (DECREASE) IN NET
  ASSETS
  RESULTING FROM SURPLUS
  TRANSFERS........................        (359,061)         51,792         (40,960)        (18,576)        (12,282)          5,224
                                     --------------  --------------  --------------  --------------  --------------  --------------
 
TOTAL INCREASE (DECREASE)
  IN NET ASSETS....................       2,124,686      36,553,309          48,071        (407,068)       (913,371)      1,840,908
 
NET ASSETS:
  Beginning of year................     237,624,719     201,071,410      15,300,234      15,707,302      18,974,267      17,133,359
                                     --------------  --------------  --------------  --------------  --------------  --------------
  End of year......................  $  239,749,405  $  237,624,719  $   15,348,305  $   15,300,234  $   18,060,896  $   18,974,267
                                     --------------  --------------  --------------  --------------  --------------  --------------
                                     --------------  --------------  --------------  --------------  --------------  --------------
</TABLE>
 
             SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A7 AND A8.
                                       A3
    

<PAGE>

   
STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)
 
For the years ended December 31, 1994 and 1993
<TABLE>
<CAPTION>
                                                        SUBACCOUNTS (CONTINUED)
                                     --------------------------------------------------------------
 
                                                                              AGGRESSIVELY
                                                 COMMON                         MANAGED
                                                 STOCK                          FLEXIBLE
                                     ------------------------------  ------------------------------
                                          1994            1993            1994            1993
                                     --------------  --------------  --------------  --------------
<S>                                  <C>             <C>             <C>             <C>
 
OPERATIONS:
  Net investment income............  $    1,683,712  $    1,270,702  $    2,308,550  $    2,601,284
  Capital gains distributions
    received.......................       3,446,147       3,906,212       2,439,446       4,487,733
  Realized gain on shares redeemed
    [average cost basis]...........         270,343         264,798          57,114          98,847
  Net unrealized gain (loss) on
    investments....................      (3,314,767)      8,842,677      (7,638,295)      4,299,172
                                     --------------  --------------  --------------  --------------
 
NET INCREASE (DECREASE) IN NET
  ASSETS
  RESULTING FROM OPERATIONS........       2,085,435      14,284,389      (2,833,185)     11,487,036
                                     --------------  --------------  --------------  --------------
 
NET INCREASE (DECREASE) IN NET
  ASSETS
  RESULTING FROM PREMIUM PAYMENTS
  AND OTHER OPERATING TRANSFERS....         191,542         756,375       1,830,761       1,936,391
                                     --------------  --------------  --------------  --------------
 
NET INCREASE (DECREASE) IN NET
  ASSETS
  RESULTING FROM SURPLUS
  TRANSFERS........................         (99,540)         (5,479)       (126,969)         39,666
                                     --------------  --------------  --------------  --------------
 
TOTAL INCREASE (DECREASE)
  IN NET ASSETS....................       2,177,437      15,035,285      (1,129,393)     13,463,093
 
NET ASSETS:
  Beginning of year................      80,799,660      65,764,375      87,086,173      73,623,080
                                     --------------  --------------  --------------  --------------
  End of year......................  $   82,977,097  $   80,799,660  $   85,956,780  $   87,086,173
                                     --------------  --------------  --------------  --------------
                                     --------------  --------------  --------------  --------------
 
<CAPTION>
 
                                             CONSERVATIVELY                       HIGH
                                                MANAGED                          YIELD
                                                FLEXIBLE                          BOND
                                     ------------------------------  ------------------------------
                                                                                          1993
                                          1994            1993            1994       (AS RESTATED)
                                     --------------  --------------  --------------  --------------
<S>                                  <C>             <C>             <C>             <C>
OPERATIONS:
  Net investment income............  $      955,348  $      780,735  $      154,127  $      130,536
  Capital gains distributions
    received.......................         306,877       1,054,335               0               0
  Realized gain on shares redeemed
    [average cost basis]...........           8,992          30,433           2,079           1,437
  Net unrealized gain (loss) on
    investments....................      (1,583,036)      1,055,569        (205,610)        109,316
                                     --------------  --------------  --------------  --------------
NET INCREASE (DECREASE) IN NET
  ASSETS
  RESULTING FROM OPERATIONS........        (311,819)      2,921,072         (49,404)        241,289
                                     --------------  --------------  --------------  --------------
NET INCREASE (DECREASE) IN NET
  ASSETS
  RESULTING FROM PREMIUM PAYMENTS
  AND OTHER OPERATING TRANSFERS....       1,302,374       1,494,469          (3,900)        229,480
                                     --------------  --------------  --------------  --------------
NET INCREASE (DECREASE) IN NET
  ASSETS
  RESULTING FROM SURPLUS
  TRANSFERS........................         (63,244)         10,649          (3,448)         (5,538)
                                     --------------  --------------  --------------  --------------
TOTAL INCREASE (DECREASE)
  IN NET ASSETS....................         927,311       4,426,190         (56,752)        465,231
NET ASSETS:
  Beginning of year................      28,204,043      23,777,853       1,646,634       1,181,403
                                     --------------  --------------  --------------  --------------
  End of year......................  $   29,131,354  $   28,204,043  $    1,589,882  $    1,646,634
                                     --------------  --------------  --------------  --------------
                                     --------------  --------------  --------------  --------------
</TABLE>
 
             SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A7 AND A8.
                                       A4
    
<PAGE>

   
STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)
 
For the years ended December 31, 1994 and 1993
 
<TABLE>
<CAPTION>
                                                                              SUBACCOUNTS
                                     ----------------------------------------------------------------------------------------------
 
                                                                                  HIGH
                                                 STOCK                          DIVIDEND                        NATURAL
                                                 INDEX                           STOCK                         RESOURCES
                                     ------------------------------  ------------------------------  ------------------------------
                                          1994            1993            1994            1993            1994            1993
                                     --------------  --------------  --------------  --------------  --------------  --------------
<S>                                  <C>             <C>             <C>             <C>             <C>             <C>
 
OPERATIONS:
  Net investment income............  $       64,000  $       53,562  $       51,821  $       29,850  $        7,326  $        8,927
  Capital gains distributions
    received.......................           4,568           6,144          85,670          39,836          22,870          24,680
  Realized gain on shares redeemed
    [average cost basis]...........          13,026           4,538           4,284           1,908          11,808           3,030
  Net unrealized gain (loss) on
    investments....................         (58,977)        165,695        (130,972)         96,794         (94,709)        128,849
                                     --------------  --------------  --------------  --------------  --------------  --------------
 
NET INCREASE (DECREASE) IN NET
  ASSETS
  RESULTING FROM OPERATIONS........          22,617         229,939          10,803         168,388         (52,705)        165,486
                                     --------------  --------------  --------------  --------------  --------------  --------------
 
NET INCREASE (DECREASE) IN NET
  ASSETS
  RESULTING FROM PREMIUM PAYMENTS
  AND OTHER OPERATING TRANSFERS....         182,827         392,323         418,737         419,771         186,135         203,677
                                     --------------  --------------  --------------  --------------  --------------  --------------
 
NET INCREASE (DECREASE) IN NET
  ASSETS
  RESULTING FROM SURPLUS
  TRANSFERS........................           7,658         (12,316)        (25,455)         19,504         (31,173)         17,153
                                     --------------  --------------  --------------  --------------  --------------  --------------
 
TOTAL INCREASE (DECREASE)
  IN NET ASSETS....................         213,102         609,946         404,085         607,663         102,257         386,316
 
NET ASSETS:
  Beginning of year................       2,902,259       2,292,313       1,276,198         668,535       1,027,443         641,127
                                     --------------  --------------  --------------  --------------  --------------  --------------
  End of year......................  $    3,115,361  $    2,902,259  $    1,680,283  $    1,276,198  $    1,129,700  $    1,027,443
                                     --------------  --------------  --------------  --------------  --------------  --------------
                                     --------------  --------------  --------------  --------------  --------------  --------------
</TABLE>
 
             SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A7 AND A8.
                                       A5
    

<PAGE>

   
STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)
 
For the years ended December 31, 1994 and 1993
 
<TABLE>
<CAPTION>
                                                SUBACCOUNTS (CONTINUED)
                                     ----------------------------------------------
 
                                         GLOBAL                GOVERNMENT
                                        EQUITY*                SECURITIES
                                     --------------  ------------------------------
                                          1994            1994            1993
                                     --------------  --------------  --------------
<S>                                  <C>             <C>             <C>
 
OPERATIONS:
  Net investment income............  $          131  $       26,190  $       18,488
  Capital gains distributions
    received.......................              99               0           1,485
  Realized gain on shares redeemed
    [average cost basis]...........               0             397           2,795
  Net unrealized gain (loss) on
    investments....................         (15,549)        (49,148)         12,801
                                     --------------  --------------  --------------
 
NET INCREASE (DECREASE) IN NET
  ASSETS
  RESULTING FROM OPERATIONS........         (15,319)        (22,561)         35,569
                                     --------------  --------------  --------------
 
NET INCREASE (DECREASE) IN NET
  ASSETS
  RESULTING FROM PREMIUM PAYMENTS
  AND OTHER OPERATING TRANSFERS....         340,684          12,783          88,671
                                     --------------  --------------  --------------
 
NET INCREASE (DECREASE) IN NET
  ASSETS
  RESULTING FROM SURPLUS
  TRANSFERS........................           9,698          26,654           1,505
                                     --------------  --------------  --------------
 
TOTAL INCREASE (DECREASE)
  IN NET ASSETS....................         335,063          16,876         125,745
 
NET ASSETS:
  Beginning of year................               0         407,808         282,063
                                     --------------  --------------  --------------
  End of year......................  $      335,063  $      424,684  $      407,808
                                     --------------  --------------  --------------
                                     --------------  --------------  --------------
                                       *Commenced
                                        Business
                                       on 5/1/94
</TABLE>
 
             SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A7 AND A8.
                                       A6

    
<PAGE>

   
                        NOTES TO FINANCIAL STATEMENTS OF
                     PRUCO LIFE VARIABLE INSURANCE ACCOUNT
          FOR THE YEARS ENDED DECEMBER 31, 1994 AND DECEMBER 31, 1993
 
NOTE 1:  GENERAL
 
Pruco  Life  Variable  Insurance  Account  (the  "Account")  was  established on
November 10, 1982 under  Arizona law as a  separate investment account of  Pruco
Life  Insurance Company ("Pruco Life") which is a wholly-owned subsidiary of The
Prudential Insurance Company of  America ("The Prudential").  The assets of  the
Account are segregated from Pruco Life's other assets.
 
The  Account is registered under the Investment Company Act of 1940, as amended,
as a unit  investment trust. There  are eleven subaccounts  within the  Account,
each of which invests only in a corresponding portfolio of The Prudential Series
Fund,  Inc.  (the "Series  Fund").  The Series  Fund  is a  diversified open-end
management investment company, and is managed by The Prudential.
 
New sales of the product  which invests in the  Account were discontinued as  of
January  1, 1992. However, premium payments made by current Contract owners will
continue to be received by the Account.
 
NOTE 2:  INVESTMENT INFORMATION FOR THE PRUDENTIAL SERIES FUND, INC. PORTFOLIOS
 
The net asset value per share for each portfolio of the Series Fund, the  number
of  shares of  each portfolio  held by  the subaccounts  of the  Account and the
aggregate cost  of investments  in such  shares  at December  31, 1994  were  as
follows:
 
<TABLE>
<CAPTION>
                                                                    PORTFOLIOS
                            ------------------------------------------------------------------------------------------
                                                                         AGGRESSIVELY   CONSERVATIVELY       HIGH
        PORTFOLIO               MONEY                        COMMON         MANAGED         MANAGED          YIELD
       INFORMATION             MARKET          BOND           STOCK        FLEXIBLE        FLEXIBLE          BOND
- --------------------------  -------------  -------------  -------------  -------------  ---------------  -------------
<S>                         <C>            <C>            <C>            <C>            <C>              <C>
Number of shares:               1,534,831      1,799,190      4,015,854      5,547,027       2,066,792         215,728
Net asset value per share:  $     10.0000  $     10.0384  $     20.6624  $     15.4960   $     14.0950   $      7.3655
Cost:                       $  15,348,305  $  18,959,680  $  66,415,682  $  80,486,836   $  27,870,972   $   1,719,443
</TABLE>
 
<TABLE>
<CAPTION>
                                                      PORTFOLIOS (CONTINUED)
                            ---------------------------------------------------------------------------
                                               HIGH
        PORTFOLIO               STOCK        DIVIDEND        NATURAL        GLOBAL        GOVERNMENT
       INFORMATION              INDEX          STOCK        RESOURCES       EQUITY        SECURITIES
- --------------------------  -------------  -------------  -------------  -------------  ---------------
<S>                         <C>            <C>            <C>            <C>            <C>
Number of shares:                 208,287        116,008         78,217         24,142          40,596
Net asset value per share:  $     14.9571  $     14.4842  $     14.4432  $     13.8789   $     10.4614
Cost:                       $   2,684,697  $   1,660,237  $   1,064,764  $     350,612   $     454,744
</TABLE>
 
NOTE 3:  CHARGES AND EXPENSES
 
A.  Mortality Risk and Expense Risk Charges
 
    The  mortality risk and expense risk charges  at an effective annual rate of
    0.35% are  applied  daily against  the  net assets  representing  equity  of
    Contract owners held in each subaccount.
 
B.  Expense Reimbursement
 
    Pursuant  to a  prior merger agreement,  the Account is  reimbursed by Pruco
    Life for  expenses  in excess  of  0.40% of  the  average daily  net  assets
    incurred  by  the Money  Market,  Bond, Common  Stock,  Aggressively Managed
    Flexible and the  Conservatively Managed Flexible  Portfolios of the  Series
    Fund.
 
NOTE 4:  TAXES
 
The  operations  of the  subaccounts form  a part  of, and  are taxed  with, the
operations of Pruco Life. Under the  Internal Revenue Code, all ordinary  income
and  capital gains allocated to the Contract owners are not taxed to Pruco Life.
As a result, the net asset values of the subaccounts are not affected by federal
income taxes on distributions received by the subaccounts.
 
                                       A7
    
<PAGE>

   
NOTE 5:  NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM SURPLUS TRANSFERS
 
The  increase  (decrease)  in  net  assets  resulting  from  surplus   transfers
represents the net contributions of Pruco Life to the Account.
 
NOTE 6:  RESTATEMENT
 
Subsequent to the issuance of the Account's previously issued December 31, 1993
financial statements, Pruco Life determined that in the High Yield Bond
subaccount, net assets and net increase in net assets resulting from operations
were overstated by approximately $9,986 due to the overvaluation of a security
held in the High Yield Bond Portfolio of the Series Fund at December 31, 1993.
Accordingly, the comparative 1993 financial information included in the
statements of changes in net assets of the Account has been restated.
 
                                       A8
    
<PAGE>

   
                          INDEPENDENT AUDITORS' REPORT
 
To the Contract Owners of
Pruco Life Variable Insurance
Account and the Board of Directors
of Pruco Life Insurance Company
Newark, New Jersey
 
We have audited the accompanying statements of net assets of Pruco Life Variable
Insurance Account of Pruco Life Insurance Company (comprising, respectively, the
Money Market, Bond, Common Stock, Aggressively Managed Flexible, Conservatively
Managed Flexible, High Yield Bond, Stock Index, High Dividend Stock, Natural
Resources, Global Equity and Government Securities subaccounts) as of December
31, 1994, the related statements of operations for the periods presented in the
year then ended, and the statements of changes in net assets for each of the
periods presented in the two years then ended. These financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.
 
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures included
confirmation of securities owned as of December 31, 1994. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
 
In our opinion, such financial statements present fairly, in all material
respects, the financial position of each of the respective subaccounts
constituting the Pruco Life Variable Insurance Account as of December 31, 1994,
the results of their operations, and the changes in their net assets for the
respective stated periods in conformity with generally accepted accounting
principles.
 
As discussed in Note 6, the 1993 financial statements of Pruco Life Variable
Insurance Account have been restated.
 
Deloitte & Touche LLP
Parsippany, New Jersey
February 10, 1995
 
                                       A9
    

<PAGE>
   
                      CONSOLIDATED FINANCIAL STATEMENTS OF
                 PRUCO LIFE INSURANCE COMPANY AND SUBSIDIARIES
 
                 CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

                                             DECEMBER 31,
                                        ----------------------
                                           1994        1993
                                        ----------  ----------
                                               ($000'S)
ASSETS
  Fixed maturities (market value
    $2,596,172 and $2,951,602)........  $2,647,315  $2,835,251
  Equity securities (cost $5,434 and
    $4,405)...........................       3,326       2,788
  Mortgage loans......................      71,919      56,184
  Investment in real estate...........       7,189       9,994
  Policy loans........................     493,862     420,271
  Other long-term investments.........       4,044       2,753
  Short-term investments..............     191,455     201,079
                                        ----------  ----------
    Total Investments.................   3,419,110   3,528,320
  Cash................................      27,780         671
  Notes receivable from affiliates....           -      50,000
  Interest receivable from
    affiliates........................           -          23
  Accrued investment income...........      59,382      56,785
  Premiums due and deferred...........      16,821      16,569
  Receivable from affiliates..........       7,517       6,880
  Federal income taxes--from
    affiliate.........................      23,306       4,151
  Other assets........................      25,102      15,829
  Assets held in Separate Accounts....   3,511,784   3,492,876
                                        ----------  ----------
TOTAL ASSETS..........................  $7,090,802  $7,172,104
                                        ==========  ==========

LIABILITIES AND STOCKHOLDER'S EQUITY
LIABILITIES:
  Policy liabilities and insurance
    reserves:
    Future policy benefits and
      claims..........................  $2,767,552  $2,912,283
    Other policy claims and benefits
      payable.........................      15,184      13,606
    Interest Maintenance Reserve (IMR)      21,802      46,506
  Payable to affiliates...............      30,257      54,286
  Other liabilities...................     131,695     103,985
  Asset Valuation Reserve (AVR).......      23,690      22,692
  Liabilities related to Separate
    Accounts..........................   3,424,535   3,399,953
                                        ----------  ----------
Total Liabilities.....................   6,414,715   6,553,311
                                        ----------  ----------
STOCKHOLDER'S EQUITY:
  Common Stock, $10 par value;
    authorized, 1,000,000 shares;
    issued and outstanding, 250,000
    shares............................       2,500       2,500
  Paid-in capital.....................     439,582     439,582
  Unassigned surplus..................     234,005     176,711
                                        ----------  ----------
Total Stockholder's Equity............     676,087     618,793
                                        ----------  ----------
TOTAL LIABILITIES AND
  STOCKHOLDER'S EQUITY................  $7,090,802  $7,172,104
                                        ==========  ==========
 

                     CONSOLIDATED STATEMENTS OF OPERATIONS

                                  Years Ended December 31,
                             ----------------------------------
                                1994        1993        1992
                             ----------  ----------  ----------
                                          ($000'S)
REVENUE
  Premiums and annuity
    considerations.........  $  611,820  $  563,900  $  497,088
  Net investment income....     245,977     260,939     274,037
  Net realized investment
    gains/(losses)              (21,215)      8,878      28,117
  Other income.............      13,259      18,882      16,043
                             ----------  ----------  ----------
Total Revenue..............     849,841     852,599     815,285
                             ----------  ----------  ----------
BENEFITS AND EXPENSES
  Current and future
    benefits and claims....     559,658     534,354     478,148
  Commission expenses......      30,169      28,386      17,956
  General, administrative
    and other expenses.....     119,309     129,171     111,745
                             ----------  ----------  ----------
Total Benefits and
  Expenses.................     709,136     691,911     607,849
                             ----------  ----------  ----------
  Income before provision
    in lieu of federal
    income tax.............     140,705     160,688     207,436
  Provision in lieu of
    federal income tax.....     (87,750)    (83,640)    (96,578)
                             ----------  ----------  ----------
NET INCOME.................  $   52,955  $   77,048  $  110,858
                             ==========  ==========  ==========
 
               SEE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
                                      B-1
    
<PAGE>
   
                      CONSOLIDATED FINANCIAL STATEMENTS OF
                 PRUCO LIFE INSURANCE COMPANY AND SUBSIDIARIES
 
                CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY

                                 Years Ended December 31,
                             -------------------------------
                               1994       1993       1992
                             ---------  ---------  ---------
                                        ($000'S)
COMMON STOCK
  Balance, beginning of
    year...................  $   2,500  $   2,500  $   2,500
  Issued during year.......          -          -          -
                             ---------  ---------  ---------
  Balance, end of year.....      2,500      2,500      2,500
                             ---------  ---------  ---------
Paid-in Capital
  Balance, beginning of
    year...................    439,582    439,582    439,582
  Paid-in during year......          -          -          -
                             ---------  ---------  ---------
  Balance, end of year.....    439,582    439,582    439,582
                             ---------  ---------  ---------
Unassigned Surplus
  Balance, beginning of
    year...................    176,711    162,530     98,966
  Net income...............     52,955     77,048    110,858
  Net unrealized investment
    gains/(losses).........      5,814     (9,351)     2,750
  (Increase) decrease in
    non-admitted assets....       (477)       575        130
  (Increase) decrease in
    AVR....................       (998)     5,909      3,681
  Dividends to
    stockholder............          -    (60,000)   (53,855)
                             ---------  ---------  ---------
  Balance, end of year.....    234,005    176,711    162,530
                             ---------  ---------  ---------
 
TOTAL STOCKHOLDER'S
EQUITY.....................  $ 676,087  $ 618,793  $ 604,612
                             =========  =========  =========
 
                     CONSOLIDATED STATEMENTS OF CASH FLOWS

                                    Years Ended December 31,
                              -------------------------------------
                                 1994         1993         1992
                              -----------  -----------  -----------
                                            ($000'S)
CASH FLOW FROM OPERATING ACTIVITIES
  Net income................  $    52,955  $    77,048  $   110,858
  Adjustments to reconcile
    net income to net cash
    from operations:
    Increase (decrease) in
      policy liabilities and
      insurance reserves....     (143,153)    (124,602)      95,927
    Net decrease in Separate
      Accounts..............        5,674       12,173        4,531
    Net realized
      investment(gains)/
      losses................       21,215       (8,878)     (28,117)
    Depreciation,
      amortization and other
      non-cash items........          314        1,907       (1,810)
    (Increase) decrease in
      operating assets:
      Policy loans..........      (73,591)     (71,472)     (86,306)
      Notes receivable from
        affiliates..........       50,000        9,000        4,000
      Interest receivable
        from affiliates.....           23          420          361
      Accrued investment
        income..............       (2,597)         880          (45)


                 CONSOLIDATED STATEMENTS OF CASH FLOWS (CONT'D)

                                     Years Ended December 31,
                              -------------------------------------
                                 1994         1993         1992
                              -----------  -----------  -----------
                                            ($000'S)
      Premiums due and
        deferred............         (252)        (880)      47,374
      Receivable from
        affiliates..........         (637)       1,970       10,818
      Federal income
        taxes--from
        affiliate...........      (19,155)       6,879      (11,030)
      Other assets..........       (9,273)      (9,481)      (3,476)
    Increase (decrease) in
      operating liabilities:
      Payable to
      affiliates............      (24,029)      13,260      (53,063)
      Federal income
        taxes--to
        affiliate...........            -            -         (497)
      Other liabilities.....       27,710       34,632      (50,303)
                              -----------  -----------  -----------
 
Cash Flow From (Used For)
  Operating Activities......     (114,796)     (57,144)      39,222
                              -----------  -----------  -----------
 
CASH FLOW FROM INVESTING ACTIVITIES
  Proceeds from the sale/
    maturity of:
    Fixed maturities........    2,710,424    1,687,992    3,898,399
    Equity securities.......        1,909        4,032        1,791
    Mortgage loans..........       10,821       21,691          954
    Other long-term
      investments...........          607          520            -
    Investment in real
      estate................        8,676            -            -
  Payments for the purchase
    of:
    Fixed maturities........   (2,561,081)  (1,483,234)  (3,986,331)
    Equity securities.......       (2,436)      (3,068)      (1,170)
    Mortgage loans..........      (35,276)        (918)           -
    Other long-term
      investments...........       (1,584)         (84)        (860)
    Investment in real
      estate................            -          (20)         (71)
    Net proceeds (payments)
      of short-term
      investments...........        9,845     (116,735)     108,858
                              -----------  -----------  -----------
Cash Flow From Investing
  Activities................      141,905      110,176       21,570
                              -----------  -----------  -----------
 
CASH FLOW FROM FINANCING ACTIVITIES
  Dividends paid............            -      (60,000)     (53,855)
                              -----------  -----------  -----------
  Net increase (decrease) in
    Cash....................       27,109       (6,968)       6,937
  Cash, beginning of year...          671        7,639          702
                              -----------  -----------  -----------
CASH, END OF YEAR...........  $    27,780  $       671  $     7,639
                              ===========  ===========  ===========
 
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
  Non-cash financing:
    Investment in real
    estate from foreclosed
    mortgage loans..........  $     4,139  $     7,300  $     6,338
                              ===========  ===========  ===========
  Cash paid in lieu of
    income taxes............  $    73,903  $    76,760  $   108,105
                              ===========  ===========  ===========

               SEE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
                                      B-2
    
<PAGE>
   
               NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS OF
                 PRUCO LIFE INSURANCE COMPANY AND SUBSIDIARIES
             For the Years Ended December 31, 1994, 1993, and 1992
 
1. Summary of Significant Accounting Policies and Principles
 
   A. Principles of Consolidation
 
      The accompanying financial statements include the consolidated accounts of
      Pruco Life Insurance Company (Pruco Life), a stock life insurance company,
      and its subsidiaries (collectively, the Company). Pruco Life is a
      wholly-owned subsidiary of The Prudential Insurance Company of America
      (The Prudential), a mutual life insurance company. The Company markets
      individual life insurance and single pay deferred annuities primarily
      through The Prudential's sales force. All significant intercompany
      balances and transactions have been eliminated in consolidation.
 
   B. Basis of Presentation
 
      The financial statements are presented in conformity with Generally
      Accepted Accounting Principles (GAAP), which for mutual life insurance
      companies and their life insurance subsidiaries are statutory accounting
      practices prescribed or permitted by state regulatory authorities in the
      domiciliary states. Certain reclassifications have been made to the 1992
      and 1993 financial statements and footnotes to conform to the 1994
      presentation. Included in the Statement of Operations are certain items
      which, under statutory accounting practices, are charged or credited
      directly to surplus.
 
      In 1994, The American Institute of Certified Public Accountants issued
      Statement of Position 94-5 "Disclosures of Certain Matters in the
      Financial Statements of Insurance Enterprises" ("SOP 94-5") which requires
      insurance enterprises to disclose in their financial statements the
      accounting methods used in their statutory financial statements that are
      permitted by the state insurance departments rather than prescribed
      statutory accounting practices.
 
      Pruco Life Insurance Company, domiciled in the State of Arizona, prepares
      its statutory financial statements in accordance with accounting practices
      prescribed or permitted by the Arizona Department of Insurance ("the
      Department"), and its insurance subsidiaries prepare statutory financial
      statements in accordance with accounting practices prescribed or permitted
      by their domiciliary home state insurance department. Prescribed statutory
      accounting practices include publications of the National Association of
      Insurance Commissioners (NAIC), state laws, regulations, and general
      administrative rules. Permitted statutory accounting practices encompass
      all accounting practices not so prescribed.
 
      The Company has established guaranty fund liabilities for the insolvencies
      of certain life insurance companies. The liabilities were established net
      of premium tax credits and federal income tax. Prescribed statutory
      accounting practices do not address the establishment of liabilities for
      guaranty fund assessments.
 
      The Company, with permission from the Department, prepares an Annual
      Report that differs from the Annual Statement filed with the Department in
      that subsidiaries are consolidated and certain financial statement
      captions are presented differently.
 
                                      B-3
    
<PAGE>
   
               NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS OF
                 PRUCO LIFE INSURANCE COMPANY AND SUBSIDIARIES
             For the Years Ended December 31, 1994, 1993, and 1992
 
The following is a reconciliation of Pruco Life's statutory net income with net
income per the consolidated financial statements.

<TABLE>
<CAPTION>
                                                         Years Ended December 31,
                                                      -------------------------------
                                                        1994       1993       1992
                                                      ---------  ---------  ---------
                                                                 ($000'S)
<S>                                                   <C>        <C>        <C>
Pruco Life Statutory Net Income including net gains
  and losses on sales of investments................  $  49,374  $  79,405  $ 126,507
Adjustments to reconcile to net income as follows:
  Dividends from subsidiary.........................          -    (26,000)   (27,162)
  Change in determination of deferred premiums......          -          -    (12,495)
  Provision for future assessments..................        349        577     (3,493)
  Net gain from operations in Separate Accounts.....      7,508      5,572      2,563
  Income tax applicable to other than current
    year............................................    (25,467)         -          -
  Other.............................................      7,684     (2,429)     1,459
  Subsidiaries' Net Income..........................     13,507     19,923     23,479
                                                      ---------  ---------  ---------
Net Income..........................................  $  52,955  $  77,048  $ 110,858
                                                      =========  =========  =========
</TABLE>
 
   C. Future Application of Accounting Standards
 
      The Financial Accounting Standards Board (the "FASB") issued Financial
      Interpretation No. 40, "Applicability of Generally Accepted Accounting
      Principles to Mutual Life Insurance and Other Enterprises", which, as
      amended is effective for fiscal years beginning after December 15, 1995.
      Interpretation No. 40 changes the current practice of the Company with
      respect to utilizing statutory basis financial statements for general
      purposes in that it would not allow such financial statements to be
      referred to as having been prepared in accordance with GAAP.
      Interpretation No. 40 requires GAAP financial statements to apply all GAAP
      pronouncements, unless specifically exempted. Implementation of the
      Interpretation will require significant effort and judgment as to
      determining GAAP for insurance operations.
 
      The Company is currently unable to determine the impact of Interpretation
      No. 40 on its financial statements.
 
                                      B-4
    
<PAGE>
   
               NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS OF
                 PRUCO LIFE INSURANCE COMPANY AND SUBSIDIARIES
             For the Years Ended December 31, 1994, 1993, and 1992
 
   D. Selected Financial Data of Pruco Life
 
      Pruco Life markets the Future Value Annuity Contract, an individual
      deferred annuity contract. Only assets of Pruco Life, shown below, are
      available to meet the guarantees under this annuity contract. The
      following is the selected financial data of Pruco Life:

<TABLE>
<CAPTION>
                                                                     December 31,
                                                                ----------------------
                                                                   1994        1993
                                                                ----------  ----------
                                                                       ($000'S)
<S>                                                             <C>         <C>
Assets:
  Investments.................................................  $2,758,088  $2,835,163
  Investment in subsidiaries..................................     169,816     156,515
  Other assets................................................     135,778     133,020
Assets held in Separate Accounts..............................   2,869,734   2,846,792
                                                                ----------  ----------
Total Assets..................................................  $5,933,416  $5,971,490
                                                                ==========  ==========
Liabilities:
  Policy liabilities and insurance reserves...................  $2,296,987  $2,417,098
  Other liabilities...........................................     163,322     165,974
  Liabilities related to Separate Accounts                       2,797,020   2,769,625
                                                                ----------  ----------
  Total Liabilities...........................................  $5,257,329  $5,352,697
                                                                ==========  ==========
</TABLE>

                                                   Years Ended December 31,
                                                -------------------------------
                                                  1994       1993       1992
                                                ---------  ---------  ---------
                                                           ($000'S)

Revenues......................................  $ 698,685  $ 716,402  $ 675,863
                                                ---------  ---------  ---------
Benefits, expenses and taxes..................    659,237    633,277    561,322
                                                ---------  ---------  ---------
Net Income....................................  $  39,448  $  83,125  $ 114,541
                                                =========  =========  =========
 
   E. Investments
 
      Fixed maturities, which include long-term bonds and redeemable preferred
      stock, are stated primarily at amortized cost. Certain investments in this
      category were non-income producing at December 31, 1994 and 1993. These
      investments amounted to $13.2 million and $2 million, respectively. Equity
      securities, which consist primarily of common stock, are carried at market
      value which is based on quoted market prices, where available, or prices
      provided by the National Association of Insurance Commissioners' (NAIC)
      Securities Valuation Office (SVO).
 
      Mortgage loans are carried at the lower of the fair value of the
      underlying property or unpaid principal balance. At December 31, 1994, one
      loan was in foreclosure in the amount of $6 million. At December 31, 1993,
      aside from one loan in foreclosure, one mortgage, in the amount of $3
      million, was in default.
 
      Policy loans are stated primarily at unpaid principal balances.
 
      All the Company's real estate investments were acquired through
      foreclosure during 1994 and 1993. These properties are carried at the
      lower of cost or fair value less disposition costs. Fair value is
      considered to be the amount that could reasonably be expected in a current
      transaction between willing parties, other than in forced or liquidation
      sale. Depreciation on these properties for the years ended December 31,
      1994 and 1993 was $456 thousand and $289 thousand, respectively.
 
      Other long-term investments, which consist solely of limited partnerships,
      are valued at the aggregate net equity in the partnerships. There were no
      non-income producing investments in this category at December 31, 1994.
      Certain investments in this category were non-income producing at December
      31, 1993. These investments amounted to $118 thousand.
 
      Short-term investments are stated at amortized cost, which approximates
      fair value.
 
                                      B-5
    
<PAGE>
   
               NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS OF
                 PRUCO LIFE INSURANCE COMPANY AND SUBSIDIARIES
             For the Years Ended December 31, 1994, 1993, and 1992
 
      Realized investment gains and losses are reported based on specific
      identification of the investments sold.
 
   F. Future Policy Benefits, Losses and Claims
 
      Reserves for individual life insurance are calculated using various
      methods, interest rates and mortality tables which produce reserves that
      meet the aggregate requirements of state laws and regulations.
      Approximately 7% of individual life insurance reserves are determined
      using the net level premium method, or by using the greater of a net level
      premium reserve or the policy cash value. About 93% of individual life
      insurance reserves are calculated according to the Commissioner's Reserve
      Valuation Method ("CRVM"), or methods which compare CRVM reserves to
      policy cash values.
 
      Reserves for individual annuity contracts are determined using the
      Commissioner's Annuity Reserve Valuation Method.
 
      For life insurance, unpaid claims include estimates of both the death
      benefits on reported claims and those which are incurred but not reported.
 
   G. Revenue Recognition and Related Expenses
 
      Premium revenues are recognized as income over the premium paying period
      of the related policies. Annuity considerations are recognized as revenue
      when received. Expenses, including new business acquisition costs such as
      commissions, are charged to operations as incurred.
 
   H. Asset Valuation Reserve and Interest Maintenance Reserve
 
      The Asset Valuation Reserve (AVR) and the Interest Maintenance Reserve
      (IMR) are required reserves for assets of life insurance companies. AVR is
      calculated based on a statutory formula and designed to mitigate the
      effect of valuation and credit related losses on unassigned surplus.
 
      The components of AVR at December 31, 1994 and 1993 are as follows:

<TABLE>
<CAPTION>
                                          Fixed                    Equity     Real Estate
                                       Maturities    Mortgages   Securities   & Other Inv.    Total
                                       -----------  -----------  -----------  ------------  ---------
                                                                  ($000'S)
<S>                                     <C>           <C>            <C>         <C>        <C>
Transfer from December 31, 1992 --
  AVR ...............................   $23,152       $5,139         $310        $    0     $28,601
Additions ...........................     7,197            0          650         2,353      10,200
Deductions ..........................   (12,055)      (1,440)        (261)       (2,353)    (16,109)
                                        -------       ------         ----        ------     -------
End of Year 1993 -- AVR .............    18,294        3,699          699             0      22,692
                                        =======       ======         ====        ======     =======
Beginning of Year 1994 -- AVR .......    18,294        3,699          699             0      22,692
Additions ...........................    12,062        2,166          348         2,047      16,623
Deductions ..........................   (10,454)      (4,355)        (314)         (502)    (15,625)
                                        -------       ------         ----        ------     -------
End of Year 1994 -- AVR .............   $19,902       $1,510         $733        $1,545     $23,690
                                        =======       ======         ====        ======     =======
</TABLE>
 
      The IMR is designed to reduce the fluctuations of surplus resulting from
      market interest rate movements. Predominantly all interest rate related
      realized capital gains and losses are deferred and amortized into
      investment income over the remaining life of the investment sold. The IMR
      balance was $21.8 million and $46.5 million at December 31, 1994 and 1993,
      respectively. "Net realized investment gains/(losses)" of $(19.9) million
      and $19.2 million were deferred in 1994 and 1993, respectively. Amortized
      into "Net investment income" were $4.8 million and $6.7 million of IMR for
      the year ended December 31, 1994 and 1993, respectively.
 
   I. Federal Income Taxes
 
      The Company is a member of a group of affiliated companies which join in
      filing a consolidated federal tax return. Pursuant to a tax allocation
      agreement, current tax liabilities are determined for individual companies
      based upon their separate return basis taxable income. Members with
      taxable income incur an amount in lieu of the separate return basis
      federal tax. Members with a loss for tax purposes recognize a current
      benefit in proportion to the amount of their losses utilized in computing
      consolidated taxable income. Differences
 
                                      B-6
    
<PAGE>
   
               NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS OF
                 PRUCO LIFE INSURANCE COMPANY AND SUBSIDIARIES
             For the Years Ended December 31, 1994, 1993, and 1992

      between estimated liabilities and actual payments are included in the
      current year's operations as an adjustment to the provision in lieu of
      income taxes. For the years 1993 and 1992, the Company was allocated a
      portion of the consolidated income tax liability attributable to Section
      809 of the Internal Revenue Code (commonly referred to as "Equity Tax").
      Beginning in 1994, the Company will no longer be allocated this Equity
      Tax.
 
      Taxes on the Company are calculated under the Internal Revenue Code of
      1986 which provides that life insurance companies be taxed on their gain
      from operations after dividends to policyholders. In calculating this tax,
      the Code requires the capitalization and amortization of policy
      acquisition expenses.
 
   J. Separate Accounts
 
      Separate accounts represent funds for which investment income and
      investment gains and losses accrue directly to, and investment risk is
      borne by, the policyholders. Each account has specific investment
      objectives. Assets are carried at market value. Deposits to such accounts
      are included in revenues with a corresponding liability increase included
      in benefits and expenses. The assets of each account are legally
      segregated and are not subject to claims that arise out of any other
      business of the Company. Consequently, management believes that it is
      appropriate to combine Separate Account policyholder net investment income
      and net realized and unrealized capital gains/(losses) along with benefit
      payments and change in reserves in "Current and future benefits and
      claims". Policyholder net investment income and net realized and
      unrealized gains/(losses) for the years ended December 31, 1994, 1993 and
      1992 were ($28) million, $443 million and $223 million, respectively.
 
2. Federal Income Taxes
 
   The following is a reconciliation of the Company's federal tax provision as
   computed at the federal tax rate with that computed at the Company's
   effective tax rate. The below amounts include federal income tax applicable
   to prior years, where appropriate.

<TABLE>
<CAPTION>
                                                           Years Ended December 31,
                                                        -------------------------------
                                                          1994       1993       1992
                                                        ---------  ---------  ---------
                                                                   ($000'S)
<S>                                                     <C>        <C>        <C>
 
Operating income before federal income taxes..........  $ 140,705  $ 160,688  $ 207,436
Statutory tax rate....................................         35%        35%        34%
                                                        ---------  ---------  ---------
Expected federal income taxes.........................     49,247     56,241     70,528
  Tax effect of:
  Statutory/tax policy reserve difference.............     19,949     14,577    (16,381)
  Timing differences in tax/book income recognition on
    investments.......................................     11,608      4,055     14,404
  Timing differences in tax/book income recogni-
    tion--other.......................................     (6,816)      (415)       921
  Change in determination of deferred premiums........          -          -      6,128
  Decrease/(Increase) in life insurance premiums
    deferred and uncollected..........................        (88)      (308)     2,650
  Capitalization of policy acquisition expenses.......     13,850      7,374      8,158
  Allocated equity tax................................          -      2,116     10,170
                                                        ---------  ---------  ---------
Federal income taxes..................................  $  87,750  $  83,640  $  96,578
                                                        =========  =========  =========
Effective tax rate....................................         62%        52%        47%
                                                        =========  =========  =========
</TABLE>
 
                                      B-7
    
<PAGE>
   
               NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS OF
                 PRUCO LIFE INSURANCE COMPANY AND SUBSIDIARIES
             For the Years Ended December 31, 1994, 1993, and 1992
 
3. Net Investment Income
 
   Net investment income consisted of:
<TABLE>
<CAPTION>
                                                           Years Ended December 31,
                                                        -------------------------------
                                                          1994       1993       1992
                                                        ---------  ---------  ---------
                                                                   ($000'S)
<S>                                                     <C>        <C>        <C>
Gross investment income
  Fixed maturities....................................  $ 196,909  $ 216,660  $ 237,884
  Equity securities...................................         14         22         14
  Mortgage loans......................................      4,041      6,359      7,529
  Investment in real estate...........................      2,146      2,066      1,258
  Policy loans........................................     25,692     21,741     17,437
  Short-term investments..............................     12,676      9,031     11,638
  Other...............................................      5,075      3,945      2,681
                                                        ---------  ---------  ---------
                                                          246,553    259,824    278,441
 
Investment expenses...................................     (5,421)    (5,570)    (7,687)
                                                        ---------  ---------  ---------
Net investment income before IMR......................    241,132    254,254    270,754
 
Amortization of Interest Maintenance Reserve..........      4,845      6,685      3,283
                                                        ---------  ---------  ---------
Net investment income.................................  $ 245,977  $ 260,939  $ 274,037
                                                        =========  =========  =========
</TABLE>
 
4. Investments and Investment Gains (Losses)

<TABLE>
<CAPTION>
                                                            Years Ended December 31,
                                                         -------------------------------
                                                           1994       1993       1992
                                                         ---------  ---------  ---------
                                                                    ($000'S)
<S>                                                      <C>        <C>        <C>
Realized Gains (Losses)
  Fixed maturities.....................................  $ (38,180) $  32,471  $  69,559
  Equity securities....................................        503        607        967
  Mortgage loans.......................................     (4,581)    (2,592)    (3,889)
  Investment in real estate............................      1,184     (2,004)    (1,757)
  Other................................................         (1)      (411)       517
Tax effected amounts transferred to Interest
  Maintenance Reserve..................................     19,860    (19,193)   (37,280)
                                                         ---------  ---------  ---------
Net realized investment gains..........................  $ (21,215) $   8,878  $  28,117
                                                         =========  =========  =========
Unrealized Gains (Losses)
  Fixed maturities.....................................      5,430     (9,380)     3,637
  Equity securities....................................       (490)       260     (1,305)
  Other................................................        874       (231)       418
                                                         ---------  ---------  ---------
Net unrealized investment gains (losses)...............      5,814     (9,351)     2,750
Balance beginning of year..............................    (18,166)    (8,815)   (11,565)
                                                         ---------  ---------  ---------
Balance end of year....................................  $ (12,352) $ (18,166) $  (8,815)
                                                         =========  =========  =========
</TABLE>
    
 
                                      B-8
<PAGE>
   
               NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS OF
                 PRUCO LIFE INSURANCE COMPANY AND SUBSIDIARIES
             For the Years Ended December 31, 1994, 1993, and 1992


                       Equity Securities at December 31,
                                    ($000'S)
                                                        Unrealized
                                              --------------------------------
                                                Cost       Gains      Losses
                                              ---------  ---------  ----------
1994........................................    $5,434     $  386     $2,494
1993........................................     4,405        742      2,359
1992........................................     4,762      1,093      2,969


                                Fixed Maturities
                                    ($000'S)

                                At December 31,
                                                           Increase (Decrease)
                                                             in Difference
                                                          Between Market Value 
                                 Amortized     Market         and Amortized 
                                    Cost       Value      Cost During the Year
                                 ----------  ----------  ----------------------
1994...........................  $2,647,315  $2,596,172        $(167,494)
1993...........................   2,835,251   2,951,602           10,453
1992...........................   3,025,030   3,130,928          (74,958)
 
The amortized cost and estimated market value of fixed maturities at December
31, 1994 and 1993 are as follows:

<TABLE>
<CAPTION>
                                                                      1994
                                                ------------------------------------------------
                                                               Gross        Gross     Estimated
                                                Amortized   Unrealized   Unrealized     Market
                                                   Cost        Gains       Losses       Value
                                                 ($000'S)    ($000'S)     ($000'S)     ($000'S)
                                                ----------  -----------  -----------  ----------
<S>                                             <C>            <C>         <C>        <C>
U.S. Treasury securities and obligations of
  U.S. government corporations and agencies...  $  409,678     $   224     $20,259    $  389,643
Obligations of U.S. and political
  subdivisions................................           -           -           -             -
Debt securities issued by foreign governments
  and their agencies..........................      86,026       2,075       2,310        85,791
Corporate securities..........................   1,960,296      17,005      43,521     1,933,780
Mortgage-backed securities....................     191,315       1,429       5,786       186,958
                                                ----------     -------     -------    ----------
Total.........................................  $2,647,315     $20,733     $71,876    $2,596,172
                                                ==========     =======     =======    ==========

<CAPTION> 
                                                                      1993
                                                ------------------------------------------------
                                                               Gross        Gross     Estimated
                                                Amortized   Unrealized   Unrealized     Market
                                                   Cost        Gains       Losses       Value
                                                 ($000'S)    ($000'S)     ($000'S)     ($000'S)
                                                ----------  -----------  -----------  ----------
<S>                                             <C>         <C>          <C>          <C>
U.S. Treasury securities and obligations of
  U.S. government corporations and agencies...  $  374,797   $  3,819       $  638   $  377,978
Obligations of U.S. and political
  subdivisions................................       3,705      1,106            -        4,811
Debt securities issued by foreign governments
  and their agencies..........................      99,524      6,632            3      106,153
Corporate securities..........................   2,070,066    107,643        4,514    2,173,195
Mortgage-backed securities....................     287,159      6,223        3,917      289,465
                                                ----------   --------       ------   ----------
Total.........................................  $2,835,251   $125,423       $9,072   $2,951,602
                                                ==========   ========       ======   ==========
</TABLE>
    
 
                                      B-9
<PAGE>
   
               NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS OF
                 PRUCO LIFE INSURANCE COMPANY AND SUBSIDIARIES
             For the Years Ended December 31, 1994, 1993, and 1992
 
The amortized cost and estimated market value of debt securities at December 31,
1994 by contractual maturity, are shown below. Expected maturities will differ
from contractual maturities because borrowers may have the right to call or
prepay obligations with or without call or prepayment penalties.
 
<TABLE>
<CAPTION>
                                                                     Estimated
                                                          Amortized    Market
                                                            Cost       Value
                                                           ($000'S)   ($000'S)
                                                         ----------  ----------
<S>                                                      <C>         <C>
Due in one year or less................................. $  127,296  $  130,795
Due after one year through five years..................   1,823,406   1,794,674
Due after five years through ten years.................     402,232     384,814
Due after ten years....................................     103,066      98,931
                                                         ----------  ----------
                                                          2,456,000   2,409,214
Mortgage-backed securities.............................     191,315     186,958
                                                         ----------  ----------
Total..................................................  $2,647,315  $2,596,172
                                                         ==========  ==========
</TABLE>
 
      Proceeds from the sale/maturity of debt securities during 1994, 1993 and
      1992 were $2.7 billion, $1.7 billion and $3.9 billion, respectively. Gross
      gains of $16.8 million, $44.5 million and $90.4 million and gross losses
      of $49.8 million, $12.0 million and $20.8 million were realized on those
      sales during 1994, 1993, and 1992, respectively.
 
      The Company invests in both investment grade and non-investment grade
      securities. The SVO of the NAIC rates fixed maturities held by insurers
      (SVO rated securities accounted for approximately 93.6% and 93.0% of the
      Company's total fixed maturities balances at both December 31, 1994 and
      1993) for regulatory purposes and groups investments into six categories
      ranging from highest quality bonds to those in or near default. The lowest
      three NAIC categories represent, for the most part, high-yield securities
      and are defined by the NAIC as including any security with a public agency
      rating of B+ or B1 or less.
 
      Included in "fixed maturities" are securities that are classified by the
      NAIC as being in the lowest three rating categories. These approximated
      1.5% and 1.6% of the Company's assets at December 31, 1994 and 1993,
      respectively. The amount by which the market value of these securities
      exceeded the carrying value was approximately $(.9) million and 1.0
      million at December 31, 1994 and 1993, respectively.
 
5. Related Party Transactions
 
   A. Service Agreements
 
      The Company, The Prudential, Pruco Life of New Jersey and Pruco Securities
      Corporation, an indirect wholly-owned subsidiary of The Prudential,
      operate under service and lease agreements whereby services of officers
      and employees, supplies, use of equipment and office space are provided.
      The net cost of these services allocated to the Company were $78 million,
      $98 million, and $71 million for the years ended December 31, 1994, 1993,
      and 1992, respectively.
 
      In a reorganization of the parent's Individual Insurance Department,
      effective January 1, 1993, the corporate staff of the Company was absorbed
      by the parent. The costs associated with these employees, which were
      previously borne by the Company, are now charged to the Company under the
      service and lease agreements with the parent.
 
   B. Employee Benefit Plans
 
      Pension Plans
 
      The Company is a wholly-owned subsidiary of The Prudential which sponsors
      a defined benefit pension plan. The defined benefit pension plan is
      generally based on career average earnings and credit length of service.
      The Prudential's funding policy is to contribute annually the amount
      necessary to satisfy the Internal Revenue Service contribution guidelines.
 
      No pension expense for contributions to the plan was allocated to the
      Company in 1994, 1993 or 1992 because the plan was subject to the full
      funding limitation under the Internal Revenue Code.
    
 
                                      B-10
<PAGE>
   
               NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS OF
                 PRUCO LIFE INSURANCE COMPANY AND SUBSIDIARIES
             For the Years Ended December 31, 1994, 1993, and 1992
 
      Postretirement Life and Health Benefits
 
      The Prudential also sponsors postretirement defined benefit plans which
      provide certain life insurance and health care benefits. Substantially all
      employees may become eligible to receive a benefit if they retire after
      age 55 with at least 10 years of service. Prior to 1993, The Prudential's
      policy was to fund the cost of providing these benefits in the years that
      the employees were providing services to the Company. Effective for 1993,
      The Prudential has recognized the cost of these benefits in accordance
      with the accounting policy issued by the National Association of Insurance
      Commissioners (NAIC). The NAIC's policy is similar to SFAS No. 106,
      "Employers' Accounting for Postretirement Benefits Other Than Pensions"
      except that the NAIC policy excludes non-vested employees and only allows
      the transition obligation to be recognized immediately or amortized over
      twenty years. The Prudential has elected to amortize its transition
      obligation over twenty years. A provision for contributions to the
      postretirement fund is included in the net cost of services allocated to
      the Company discussed above for the years ended December 31, 1994, 1993
      and 1992.
 
   C. Reinsurance
 
      The Company currently has two reinsurance agreements in place with The
      Prudential (the reinsurer). Specifically: reinsurance of a Group Annuity
      Contract, whereby the reinsurer, in consideration for a single premium
      payment by the Company, provides Reinsurance equal to 100% of all payments
      due under the Contract; and, a Yearly Renewable Term agreement in which
      the Company may offer and the reinsurer may accept reinsurance on any life
      in excess of the Company's maximum limit of retention ($2.5 million).
      These agreements had no material effect on net income for the years ended
      December 1994, 1993, and 1992.
 
   D. Other Transactions
 
      A certificate of deposit issued by The Prudential Bank and Trust Company
      of $50 million as of December 31, 1993 was not renewed in 1994. The
      Company also received a $9 million payment settlement of a promissory note
      from Pruco Inc. during 1993.
 
      The Company has issued approximately 375 variable universal life contracts
      to The Prudential for the purpose of funding non-qualified pension
      benefits for certain employees. Included in insurance premiums and annuity
      considerations for the years ended December 31, 1994, 1993 and 1992 are
      respectively, $12 million, $12 million and $13 million, which are
      attributable to these contracts.
 
6. Dividends
 
   The Company is subject to Arizona law which limits the amount of dividends
   that insurance companies can pay to stockholders. The maximum dividend which
   may be paid in any 12 month period without notification or approval is
   limited to the lesser of 10% of surplus as of December 31 of the preceding
   year or the net gain from operations of the preceding calendar year. Cash
   dividends may only be paid out of surplus derived from realized net profits.
   Based on these limitations and the Company's surplus position at December 31,
   1994, the Company would be permitted a maximum of $60 million in dividend
   distributions in 1995, all of which could be paid in cash, without approval
   from The State of Arizona Department of Insurance.
 
7. Fair Value Information
 
   The fair value amounts have been determined by the Company using available
   information and reasonable valuation methodologies for only those accounts
   for which fair value disclosures are required. Considerable judgment is
   necessarily applied in interpreting data to develop the estimates of fair
   value. Accordingly, the estimates presented may not be realized in a current
   market exchange. The use of different market assumptions and/or estimation
   methodologies could have a material effect on the estimated fair values.
 
   The following methods and assumptions were used in calculating the fair
   values. For all other financial instruments presented in the table, the
   carrying value is a reasonable estimate of fair value.
 
   Fixed Maturities. Fair values for fixed maturities, other than private
   placement securities, are based on quoted market prices or estimates from
   independent pricing services. Fair values for private placement securities
   are estimated using a discounted cash flow model which considers the current
   market spreads between the U.S.
     
                                      B-11
<PAGE>
   
               NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS OF
                 PRUCO LIFE INSURANCE COMPANY AND SUBSIDIARIES
             For the Years Ended December 31, 1994, 1993, and 1992

   Treasury yield curve and corporate bond yield curve adjusted for the type of
   issue, its current quality and its remaining average life. The fair value of
   certain non-performing private placement securities is based on amounts
   provided by state regulatory authorities.
 
   Mortgage Loans. The fair value of the commercial mortgage and agricultural
   loan portfolio is primarily based upon the present value of the scheduled
   cash flows discounted at the appropriate U.S. Treasury rate, adjusted for the
   current market spread for a similar quality mortgage. For certain
   non-performing and other loans, fair value is based upon the value of the
   underlying collateral.
 
   Policy Loans. The estimated fair value is calculated using a discounted cash
   flow model based upon current U.S. Treasury rates and historical loan
   repayments.
 
   Investment-Type Insurance Contract Liabilities. Fair values for the Company's
   investment-type insurance contract liabilities are estimated using a
   discounted cash flow model, based on interest rates currently being offered
   for similar contracts.
 
   The following table discloses the carrying amounts and estimated fair values
   of the Company's financial instruments at December 31, 1994 and 1993.

<TABLE>
<CAPTION>
                                                      1994                    1993
                                             ----------------------  ----------------------
                                              Carrying      Fair      Carrying      Fair
                                               Value       Value       Value       Value
                                             ----------  ----------  ----------  ----------
                                                    ($000'S)                ($000'S)
<S>                                          <C>         <C>         <C>         <C>
Financial Assets:
  Fixed maturities                           $2,647,315  $2,596,172  $2,835,251  $2,951,602
  Equity securities                               3,326       3,326       2,788       2,788
  Mortgage loans                                 71,919      71,805      56,184      58,738
  Policy loans                                  493,862     448,617     420,271     416,243
  Other long-term investments                     4,044       4,044       2,753       2,753
  Short-term investments                        191,455     191,455     201,079     201,079
 
Financial Liabilities:
  Investment-type insurance contracts        $  794,691  $  761,324  $1,053,025  $1,033,692
</TABLE>
 
8. Contingencies
 
   Various lawsuits against the Company have arisen in the course of the
   Company's business. In certain of these matters, large and/or indeterminate
   amounts are sought. In the opinion of the Company, any ultimate liability
   which would result from such litigation would not have a material adverse
   effect on the Company's financial position.
     
                                      B-12
<PAGE>
   
                          INDEPENDENT AUDITORS' REPORT
 
To the Board of Directors of
Pruco Life Insurance Company
Newark, New Jersey
 
We have audited the accompanying consolidated statements of financial position
of Pruco Life Insurance Company and subsidiaries as of December 31, 1994 and
1993, and the related consolidated statements of operations, stockholder's
equity, and cash flows for each of the three years in the period ended December
31, 1994. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on the financial
statements based on our audits.
 
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
 
In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position of Pruco Life Insurance Company and
subsidiaries as of December 31, 1994 and 1993, and the results of their
operations and their cash flows for each of the three years in the period ended
December 31, 1994 in conformity with generally accepted accounting principles.
 
Deloitte & Touche LLP
Parsippany, New Jersey
March 6, 1995
     
                                      B-13

<PAGE>

   

                          ADDITIONAL ILLUSTRATIONS OF
             CASH VALUES, DEATH BENEFITS, AND ACCUMULATED PREMIUMS
             -----------------------------------------------------
<TABLE>
<CAPTION>
                        VARIABLE LIFE INSURANCE CONTRACT
                               MALE ISSUE AGE 25
                        $50,000 GUARANTEED DEATH BENEFIT
           $536.50 ANNUAL PREMIUM FOR STANDARD UNDERWRITING RISK (1)
                  USING MAXIMUM CONTRACTUAL MORTALITY CHARGES


                                              Death Benefit (2)                                   Cash Value (2)
                                ----------------------------------------------     ----------------------------------------------
                                     Assuming Hypothetical Gross (and Net)              Assuming Hypothetical Gross (and Net)
                Premiums                 Annual Investment Return of                       Annual Investment Return of
   End of     Accumulated       ----------------------------------------------     ----------------------------------------------
   Policy    at 4% Interest         0% Gross       6% Gross        12% Gross           0% Gross       6% Gross        12% Gross
    Year        Per Year         (-0.92% Net)     (5.08% Net)    (11.08% Net)       (-0.92% Net)     (5.08% Net)    (11.08% Net)
 ----------  --------------     --------------  --------------  --------------     --------------  --------------  --------------
<S>             <C>                 <C>             <C>            <C>                  <C>            <C>            <C>
     1          $   558             $50,000         $50,004        $ 50,026             $   22         $    26        $     30
     2          $ 1,138             $50,000         $50,028        $ 50,182             $  376         $   406        $    436
     3          $ 1,742             $50,000         $50,071        $ 50,475             $  728         $   806        $    888
     4          $ 2,369             $50,000         $50,133        $ 50,910             $1,078         $ 1,227        $  1,391
     5          $ 3,022             $50,000         $50,214        $ 51,497             $1,434         $ 1,679        $  1,958
     6          $ 3,701             $50,000         $50,315        $ 52,244             $1,787         $ 2,153        $  2,586
     7          $ 4,407             $50,000         $50,434        $ 53,158             $2,135         $ 2,649        $  3,280
     8          $ 5,141             $50,000         $50,572        $ 54,245             $2,478         $ 3,168        $  4,048
     9          $ 5,905             $50,000         $50,727        $ 55,516             $2,816         $ 3,710        $  4,895
    10          $ 6,699             $50,000         $50,900        $ 56,978             $3,149         $ 4,275        $  5,831
    15          $11,172             $50,000         $52,019        $ 67,520             $4,706         $ 7,462        $ 12,135
    20          $16,615             $50,000         $53,524        $ 84,600             $6,047         $11,277        $ 22,244
    25          $23,237             $50,000         $55,379        $110,336             $7,161         $15,794        $ 38,351
    30          $31,293             $50,000         $57,553        $147,753             $8,027         $21,058        $ 63,770
40 (Age 65)     $53,020             $50,000         $62,766        $276,390             $8,901         $33,688        $163,969
<FN>
(1)  If premiums are paid more frequently than annually, the payments would be
     $274.50 semi-annually, $139.50 quarterly or $48 monthly. The death benefits
     and cash values would be slightly different for a Contract with more
     frequent premium payments.

(2)  Assumes no Contract loan has been made.
</FN>
</TABLE>
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, AND RATES OF
INFLATION. THE DEATH BENEFIT AND CASH VALUE FOR A CONTRACT WOULD BE DIFFERENT
FROM THOSE SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED 0%, 6%, AND 12% OVER A
PERIOD OF YEARS BUT ALSO FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL
CONTRACT YEARS. NO REPRESENTATIONS CAN BE MADE BY PRUCO LIFE OR THE SERIES FUND
THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.

                                       C1

    

<PAGE>
   

<TABLE>
<CAPTION>
                        VARIABLE LIFE INSURANCE CONTRACT
                               MALE ISSUE AGE 40
                        $50,000 GUARANTEED DEATH BENEFIT
             $939 ANNUAL PREMIUM FOR STANDARD UNDERWRITING RISK (1)
                  USING MAXIMUM CONTRACTUAL MORTALITY CHARGES


                                              Death Benefit (2)                                   Cash Value (2)
                                ----------------------------------------------     ----------------------------------------------
                                     Assuming Hypothetical Gross (and Net)              Assuming Hypothetical Gross (and Net)
                Premiums                 Annual Investment Return of                       Annual Investment Return of
   End of     Accumulated       ----------------------------------------------     ----------------------------------------------
   Policy    at 4% Interest         0% Gross       6% Gross        12% Gross           0% Gross       6% Gross        12% Gross
    Year        Per Year         (-0.92% Net)     (5.08% Net)    (11.08% Net)       (-0.92% Net)     (5.08% Net)    (11.08% Net)
 ----------  --------------     --------------  --------------  --------------     --------------  --------------  --------------
<S>             <C>                 <C>             <C>            <C>                 <C>             <C>             <C>
     1          $   977             $50,000         $50,010        $ 50,065            $   197         $   214         $   231
     2          $ 1,992             $50,000         $50,041        $ 50,273            $   814         $   887         $   961
     3          $ 3,048             $50,000         $50,093        $ 50,630            $ 1,415         $ 1,582         $ 1,760
     4          $ 4,147             $50,000         $50,165        $ 51,138            $ 1,998         $ 2,299         $ 2,632
     5          $ 5,289             $50,000         $50,259        $ 51,819            $ 2,637         $ 3,116         $ 3,666
     6          $ 6,477             $50,000         $50,374        $ 52,678            $ 3,257         $ 3,959         $ 4,798
     7          $ 7,713             $50,000         $50,509        $ 53,723            $ 3,860         $ 4,832         $ 6,038
     8          $ 8,998             $50,000         $50,664        $ 54,961            $ 4,444         $ 5,733         $ 7,394
     9          $10,335             $50,000         $50,839        $ 56,400            $ 5,012         $ 6,664         $ 8,880
    10          $11,725             $50,000         $51,033        $ 58,051            $ 5,561         $ 7,625         $10,505
    15          $19,554             $50,000         $52,273        $ 69,849            $ 8,002         $12,856         $21,178
    20          $29,080             $50,000         $53,922        $ 88,795            $ 9,888         $18,759         $37,607
25 (Age 65)     $40,670             $50,000         $55,936        $117,196            $11,217         $25,297         $62,658

<FN>
(1)  If premiums are paid more frequently than annually, the payments would be
     $479.50 semi-annually, $243 quarterly or $82.50 monthly. The death benefits
     and cash values would be slightly different for a Contract with more
     frequent premium payments.

(2)  Assumes no Contract loan has been made.
</FN>
</TABLE>

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, AND RATES OF
INFLATION. THE DEATH BENEFIT AND CASH VALUE FOR A CONTRACT WOULD BE DIFFERENT
FROM THOSE SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED 0%, 6%, AND 12% OVER A
PERIOD OF YEARS BUT ALSO FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL
CONTRACT YEARS. NO REPRESENTATIONS CAN BE MADE BY PRUCO LIFE OR THE SERIES FUND
THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.

                                       C2


    
<PAGE>

VARIABLE
LIFE INSURANCE
CONTRACTS




                          PRUCO LIFE INSURANCE COMPANY
                             213 Washington Street
                         Newark, New Jersey 07102-2992
                       Telephone: (800) 437-4016, Ext. 46

<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

   
The Prudential Directors' and Officers' Liability and Corporation Reimbursement
Program, purchased by The Prudential from Aetna Casualty & Surety Company, CNA
Insurance Company, 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)
arising from any claim or claims by reason of 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 The Prudential, any of its subsidiaries, or certain investment
companies affiliated with The 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 portion of any multiplied damage award, criminal or
civil fines or penalties imposed by law, taxes or wages, or matters which are
insurable 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 of a director or officer, and (2)
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 The Prudential,
can be found in Section 14A:3-5 of the New Jersey Statutes Annotated. The
relevant provisions of Arizona law permitting or requiring indemnification,
Arizona being the state of organization of Pruco Life, can be found in Section
10-005 of the Arizona Statutes Annotated. The text of The Prudential's by-law
27, which relates to indemnification of officers and directors, is incorporated
by reference to Exhibit (8)(ii) of Post-Effective Amendment No. 26 to Form N-3,
Registration No. 2-76580, filed April __, 1995, on behalf of The Prudential
Variable Contract Account-10. The text of Pruco Life's by-laws, Article VIII,
which relates to indemnification of officers and directors, is incorporated by
reference to Exhibit (8)(ii) to this Registration Statement.
    

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-1


<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 50 pages.
    
The undertaking to file reports.

The undertaking with respect to indemnification.

The signatures.

Written consents of the following persons:
   
     1. Deloitte and Touche LLP, independent auditors.
     2. Clifford E. Kirsch
    
     3. Nancy Davis, FSA, MAAA, actuarial expert.

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 Pruco Life Insurance Company 
               establishing the Pruco Life Variable Insurance Account. (Note 2)
           (2) Not Applicable.
           (3) Distributing Contracts:
              (a)  Distribution Agreement between Pruco Securities
                   Corporation and Pruco Life Insurance Company, as amended
                   June 1, 1984. (Note 10)
              (b)  Proposed form of Agreement between Pruco Securities
                   Corporation and independent brokers with respect to the
                   Sale of the Contracts. (Note 4)
              (c)  Schedules of Sales Commissions. (Note 3)
           (4) Not Applicable.
           (5)(a)  Variable Life Insurance Contract. (Note 3)
              (b)  Illustrative Tabular Cash Values. (Note 3)
              (c)  Copy of Colorado and North Dakota VL-83 Endorsement to the
                   Variable Life Insurance Contract. (Note 4)
              (d)  Copy of the Oklahoma VL-83 Endorsement to the Variable Life
                   Insurance Contract. (Note 4)
              (e)  Copy of South Carolina VL-83 Endorsement to the Variable
                   Life Insurance Contract. (Note 4)
              (f)  Copy of Alternate Copy face page for Pennsylvania and
                   Maryland to the Variable Life Insurance Contract. (Note 4)
              (g)  Copy of Illinois Notice PLI 3 to the Variable Life
                   Insurance Contract. (Note 4)
              (h)  Copy of North Carolina Endorsement PLI 16 to the Variable
                   Life Insurance Contract. (Note 4)
              (i)  Copy of North Carolina Endorsement PLI 17 to the Variable
                   Life Insurance Contract. (Note 4)
              (j)  Copy of Missouri Endorsement PLI 18 to the Variable Life
                   Insurance Contract. (Note 4)
              (k)  Copy of Texas Endorsement PLI 21 to the Variable Life
                   Insurance Contract. (Note 4)
              (m)  Copy of Rhode Island Endorsement PLI-47 to the Variable
                   Life Insurance Contract. (Note 4)
              (n)  Copy of Maryland Endorsement PLI 48 to the Variable Life
                   Insurance Contract. (Note 4)
              (o)  Copy of Minnesota Endorsement PLI 50 to the Variable Life
                   Insurance Contract. (Note 4)
              (p)  Copy of Endorsement PLI 28 to the Variable Life Insurance
                   Contract used in all states except New York and New Jersey.
                   (Note 5)
              (q)  Copy of Endorsement PLI 73 to the Variable Life Insurance
                   Contract used in all states except New York and New Jersey.
                   (Note 5)
              (r)  Copy of Pennsylvania Endorsement PLI 86 to the Variable Life
                   Insurance Contract. (Note 5)
              (s)  Copy of Texas Endorsement PLI 90 to the Variable Life
                   Insurance Contract. (Note 5)
              (t)  Copy of Iowa Endorsement PLI 97 to the Variable Life
                   Insurance Contract. (Note 5)
              (u)  Copy of Endorsement PLI 99 to the Variable Life Insurance
                   Contract used in all states except New York and New Jersey.
                   (Note 6)
                                      II-2
<PAGE>

              (v)  Copy of Virginia jacket to the Variable Life Insurance
                   Contract.(Note 7)
              (w)  Copy of page 9 to the Variable Life Insurance Contract--
                   Virginia Issues. (Note 7)
              (x)  Copy of page 11 to the Variable Life Insurance Contract--
                   West Virginia Issues. (Note 7)
              (y)  Copy of page 13 to the Variable Life Insurance Contract--
                   Virginia Issues. (Note 7)
              (z)  Copy of page 13 to the Variable Life Insurance Contract for
                   use with variable loan interest rate provision--Kentucky
                   Issues. (Note 7)
             (aa)  Copy of Endorsement PLI 25 to the Variable Life Insurance
                   Contract for use in all states except New York and New
                   Jersey. (Note 7)
             (bb)  Copy of Endorsement PLI 104 to the Variable Life Insurance
                   Contract for use in Pennsylvania. (Note 7)
             (cc)  Copy of Endorsement PLI 134 to the Variable Life Insurance
                   Contract for use in all states except New York and New
                   Jersey. (Note 7)
             (dd)  Notice of Consumer Information for use in Illinois. (Note 7)
             (ee)  Complaint Procedure Notice for use in Texas. (Note 7)
             (ff)  Certification of right to convert Variable Life Insurance
                   Contract for use in Pennsylvania. (Note 7)
             (gg)  Copy of Endorsement PLI 168-85 to the Variable Life Insurance
                   Contract for use in all states except New York and New Jersey
                   (Note 8)

           (6)(a)  Articles of Incorporation of Pruco Life Insurance Company,
                   as amended July 25, 1972. (Note 2)
              (b)  By-laws of Pruco Life Insurance Company, as amended June 14,
                   1983. (Note 9)
           (7) Not Applicable.
           (8) Not Applicable.
           (9) Not Applicable.
          (10)(a)  Application Form for Variable Life Insurance Contract.
                   (Note 2)
              (b)  Supplement to the Application for Variable Life Insurance
                   Contract. (Note 2)
              (c)  Application Form for Variable Life Insurance Contract--
                   Maryland issues. (Note 7)
              (d)  Application Form for Variable Life Insurance Contract--
                   Connecticut issues. (Note 7)
              (e)  Application Form for Variable Life Insurance Contract--
                   Missouri issues. (Note 7)
              (f)  Application Form for Variable Life Insurance Contracts--
                   Pennsylvania and South Carolina issues. (Note 7)
          (11)     Form of Notice of Withdrawal Right.  (Note 4)
          (12)     Memorandum describing Pruco Life's issuance, transfer, and 
                   redemption procedures for the Contracts pursuant to
                   Rule 6e-2(b) (12)(ii) and method of computing cash adjustment
                   upon exercise of right to exchange for fixed-benefit 
                   insurance pursuant to Rule 6e-2(b)(13)(v)(B). (Note 7)
          (13)     Available Contract Riders.
              (a)  Rider for Insured's Waiver of Premium Benefit. (Note 3)
              (b)  Rider for Insured's Accidental Death Benefit. (Note 3)
              (c)  Rider for Term Insurance Benefit on Life of Insured--
                   Decreasing Amount. (Note 3)
              (d)  Rider for Option to Purchase Additional Insurance on Life of
                   Insured. (Note 3)
              (e)  Rider for Interim Term Insurance Benefit. (Note 3)
              (f)  Rider for Term Insurance Benefit on Life of Insured Spouse--
                   Decreasing Amount. (Note 3)
              (g)  Rider for Level Term Insurance Benefit on Dependent Children.
                   (Note 3)
              (h)  Rider for Impaired Eyesight. (Note 5)
              (i)  Rider for Insured's Waiver of Premium Benefit. (Note 5)
              (j)  Rider for Insured's Accidental Death Benefit. (Note 5)
              (k)  Rider for Aviation Risk Exclusion. (Note 5)
              (l)  Rider for Aviation Risk Exclusion. (Note 5)
              (m)  Rider for Military Aviation Risk Exclusion. (Note 5)
              (n)  Rider for Military Aviation Risk Exclusion. (Note 5)
              (o)  Rider for Level Term Insurance Benefit on Dependent Children.
                   (Note 5)
              (p)  Rider for Insured's Waiver of Premium Benefit. (Note 5)
              (q)  Rider for Insured's Waiver of Premium Benefit. (Note 5)
              (r)  Rider for Insured's Accidental Death Benefit. (Note 5)
              (s)  Rider for Insured's Accidental Death Benefit. (Note 5)
              (t)  Rider for Insured's Accidental Death Benefit. (Note 5)
              (u)  Rider for Level Term Insurance Benefit on Dependent Children.
                   (Note 5)

                                      II-3
<PAGE>

              (v)  Rider for Level Term Insurance Benefit on Dependent Children.
                   (Note 5)
              (w)  Rider for Reduced Paid-Up Insurance. (Note 5)
              (x)  Rider for Exempting Child from Reinstatement. (Note 5)
              (y)  Rider Defining Incontestable Period. (Note 5)
              (z)  Rider for Modification of Insured's Waiver of Premium Benefit
                   Provision. (Note 5)
             (aa)  Rider for Termination of Benefit. (Note 5)
             (bb)  Rider for Aviation Risk Exclusion. (Note 5)
             (cc)  Rider for Military Aviation Risk Exclusion. (Note 5)
             (dd)  Rider for War Risk Exclusion. (Note 5)
             (ee)  Rider Defining Incontestable Period. (Note 5)
             (ff)  Rider for Suicide Provision. (Note 5)
             (gg)  Rider Defining Incontestable Period. (Note 5)
             (hh)  Rider for Aviation Risk Exclusion. (Note 5)
             (ii)  Rider for Military Aviation Risk Exclusion. (Note 5)
             (jj)  Rider for Level Term Benefit on Dependent Children. (Note 5)
             (kk)  Rider for Insured's Waiver of Premium Benefit. (Note 5)
             (ll)  Rider for Insured's Accidental Death Benefit. (Note 5)
             (mm)  Rider for Ownership and Control. (Note 5)
             (nn)  Rider for Ownership and Control. (Note 5)
             (oo)  Rider for Applicant's Waiver of Premium Benefit. (Note 5)
             (pp)  Rider for Applicant's Waiver of Premium Benefit. (Note 5)
             (qq)  Rider for Applicant's Waiver of Premium Benefit. (Note 5)
             (rr)  Rider for Applicant's Waiver of Premium Benefit. (Note 5)
             (ss)  Rider for Applicant's Waiver of Premium Benefit. (Note 5)
             (tt)  Rider for Applicant's Waiver of Premium Benefit. (Note 5)
             (uu)  Rider for Level Term Benefit on Insured for use in West
                   Virginia. (Note 7)
             (vv)  Rider for Level Term Benefit on Insured for use in all states
                   except West Virginia. (Note 7)
             (ww)  Rider permitting Special Premium Remittance Plan for use in
                   all states except New York, New Jersey, and Pennsylvania.
                   (Note 7)
             (xx)  Rider for Variable Loan Interest Rate for use in all states
                   except New York, New Jersey, and Michigan. (Note 7)
             (yy)  Rider for Variable Loan Interest Rate for use in Michigan.
                   (Note 7)
             (zz)  Rider permitting Special Premium Remittance Plan for use in
                   Pennsylvania. (Note 7)
            (aaa)  Rider for Decreasing Term Insurance Benefit for use in West
                   Virginia. (Note 8)
            (bbb)  Rider for Decreasing Term Insurance Benefit for use in all
                   states except New York, New Jersey and West Virginia.
                   (Note 8)
            (ccc)  Rider for Decreasing Term Insurance Benefit on life of
                   Insured Spouse for use in all states except New York, New
                   Jersey, South Carolina and West Virginia. (Note 8)
            (ddd)  Rider for Decreasing Term Insurance Benefit on life of
                   Insured Spouse for use in South Carolina. (Note 8)
            (eee)  Rider for Decreasing Term Insurance Benefit on life of
                   Insured Spouse for use in West Virginia. (Note 8)
            (fff)  Rider for Variable Loan Interest Rate for use in Michigan.
                   (Note 8)
            (ggg)  Rider for Variable Loan Interest Rate for use in South
                   Carolina. (Note 8)
            (hhh)  Rider for Variable Loan Interest Rate for use in all states
                   except New York, New Jersey, Michigan and South Carolina.
                   (Note 8)
            (iii)  Rider providing Options on Lapse for use in all states except
                   New York and New Jersey. (Note 8)
            (jjj)  Rider for Variable Reduced Paid-Up Insurance for use in all
                   states except New York and New Jersey. (Note 8)
            (kkk)  Living Needs Benefit Rider for use in Florida. (Note 11)
            (lll)  Living Needs Benefit Rider for use in all approved 
                   jurisdictions except Florida. (Note 12)

     2. See Exhibit 1.A.(5).
   
     3. Opinion and Consent of Clifford E. Kirsch as to the legality of the
        securities being registered. (Note 1)
    
     4. None.

                                      II-4
<PAGE>

     5. Not Applicable.

     6. Opinion and Consent of Nancy D. Davis, FSA, MAAA, as to actuarial
        matters pertaining to the securities being registered. (Note 1)
   
     7. Powers of Attorney. (Note 13)
    

(Note  1)  Filed herewith.
(Note  2)  Incorporated by reference to Registrant's Form N-8B-2, filed November
           22, 1982.
(Note  3)  Incorporated by reference to Pre-Effective Amendment No. 1 to this 
           Registration Statement, filed February 17, 1983.
(Note  4)  Incorporated by reference to Pre-Effective Amendment No. 2 to this
           Registration Statement, filed May 19, 1983.
(Note  5)  Incorporated by reference to Post-Effective Amendment No. 2 to this
           Registration Statement, filed March 22, 1984.
(Note  6)  Incorporated by reference to Post-Effective Amendment No. 3 to this
           Registration Statement, filed April 27, 1984.
(Note  7)  Incorporated by reference to Post-Effective Amendment No. 4 to this
           Registration Statement, filed April 30, 1985.
(Note  8)  Incorporated by reference to Post-Effective Amendment No. 5 to this
           Registration Statement, filed March 7, 1986.
(Note  9)  Incorporated by reference to Post-Effective Amendment No. 13 to
           Form S-6, Registration No. 2-89558, filed March 2, 1989, on behalf of
           the Pruco Life Variable Appreciable Account.
(Note 10)  Incorporated by reference to Post-Effective Amendment No. 14 to this
           Registration Statement, filed March 1, 1990.
(Note 11)  Incorporated by reference to Post-Effective Amendment No. 15 to this
           Registration Statement, filed April 26, 1990.
(Note 12)  Incorporated by reference to Post-Effective Amendment No. 20 to this
           Registration Statement, filed March 2, 1994.
   
(Note 13)  Incorporated by reference to Form S-1, Registration No. 33-86780,
           filed November 23, 1994 on behalf of the Pruco Life Real Property
           Account.
    

                                      II-5


<PAGE>



                                   SIGNATURES

   
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that this Amendment is filed solely for one or more of the purposes
specified in Rule 485(b)(1) under the Securities Act of 1933 and that no
material event requiring disclosure in the prospectus, other than one listed in
Rule 485(b)(1), has occurred since the effective date of the most recent
Post-Effective Amendment to the Registration Statement which included a
prospectus, and has caused this 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 24th day of April, 1995.
    



(Seal)                Pruco Life Variable Insurance Account
                                  (Registrant)
                        By: Pruco Life Insurance Company
                                  (Depositor)
   
Attest:  /s/ THOMAS C. CASTANO            By:  /s/ ESTHER H. MILNES
         ----------------------------          -----------------------------
         Thomas C. Castano                     Esther H. Milnes
         Assistant Secretary                   President

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective
Amendment No. 22 to the Registration Statement has been signed below by the
following persons in the capacities indicated on this 27th day of April, 1995.
    

      Signature and Title

/s/ *
- ----------------------------------
Robert P. Hill
Chairman of the Board


/s/ *
- ----------------------------------
Esther Milnes
President and Director


/s/ *
- ----------------------------------
Stephen Tooley
Chief Accounting Officer
and Comptroller


/s/ *
- ----------------------------------
E. Michael Caulfield
Director

                                            
/s/ *                                    *By:  /s/ THOMAS C. CASTANO
- ----------------------------------             -----------------------------
Garnett L. Keith, Jr.                          Thomas C. Castano
Director                                       (Attorney-in-Fact)
                                             

/s/ *
- ----------------------------------
Ira J. Kleinman, Jr.
Director


/s/ *
- ----------------------------------
I. Edward Price
Director


/s/ *
- ----------------------------------
Donald G. Southwell
Director

                                      II-6

<PAGE>
   
INDEPENDENT AUDITORS' CONSENT

We consent to the use in this Post-Effective Amendment No. 22 to Registration
Statement No. 2-80513 on Form S-6 of Pruco Life Variable Insurance Account of
Pruco Life Insurance Company of our report dated February 10, 1995, relating to
the financial statements of Pruco Life Variable Insurance Account, and of our
report dated March 6, 1995, relating to the consolidated financial statements of
Pruco Life Insurance Company and subsidiaries appearing in the Prospectus, which
is part of such Registration Statement, and to the reference to use under the
heading "Experts" in such Prospectus.

/S/  Deloitte and Touche LLP
Parsippany, New Jersey
April 24, 1995

                                      II-7

    
<PAGE>

                                 EXHIBIT INDEX
   
    Consent of Deloitte and Touche LLP, independent 
    auditors.                                                       Page II-7

 3. Opinion and Consent of Clifford E. Kirsch, as to the 
    legality of the securities being registered.                    Page II-9

 6. Opinion and Consent of Nancy Davis, FSA, MAAA, as to 
    actuarial matters pertaining to the securities being 
    registered.                                                     Page II-10

27. Financial Data Schedule                                         Page II-11
    

                                      II-8



   
                                                                      Exhibit 3
April 24, 1995

Pruco Life Insurance Company
213 Washington Street
Newark, New Jersey 07102-2992

Gentlemen:

In my capacity as Chief Legal Officer and Assistant Secretary of Pruco Life
Insurance Company ("Pruco Life"), I have reviewed the establishment on November
10, 1982 of Pruco Life Variable Insurance Account (the "Account") by the
Executive Committee of the Board of Directors of Pruco Life as a separate
account for assets applicable to certain variable life insurance contracts,
pursuant to the provisions of Section 20-651 of the Arizona Insurance Code. I am
responsible for oversight of the preparation and review of the Registration
Statement on Form S-6, as amended, filed by Pruco Life with the Securities and
Exchange Commission (Registration Number 2-80513) under the Securities Act of
1933 for the registration of certain variable life insurance contracts issued
with respect to the Account.

I am of the following opinion:

     (1) Pruco Life was duly organized under the laws of Arizona and is a
         validly existing corporation.

     (2) The Account has been duly created and is validly existing as a separate
         account pursuant to the aforesaid provisions of Arizona law.

     (3) The portion of the assets held in the Account equal to the reserve and
         other liabilities for variable benefits under the single premium
         variable life insurance contracts is not chargeable with liabilities
         arising out of any other business Pruco Life may conduct.

     (4) The single premium variable life insurance contracts are legal and
         binding obligations of Pruco Life in accordance with their terms.

In arriving at the foregoing opinion, I have made such examination of law and
examined such records and other documents as I judged to be necessary or
appropriate.

I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement.

Very truly yours,


Clifford E. Kirsch

                                      II-9

    


   
                                                                      Exhibit 6

April 24, 1995

Pruco Life Insurance Company
213 Washington Street
Newark, New Jersey  07102-2992

To Pruco Life Insurance Company:

This opinion is furnished in connection with the registration by Pruco Life
Insurance Company of variable life insurance contracts ("Contracts") under the
Securities Act of 1933. The prospectus included in Post-Effective Amendment No.
22 to Registration Statement No. 2-80513 on Form S-6 describes the Contracts. I
have reviewed the Contract form and I have participated in the preparation and
review of the Registration Statement and Exhibits thereto. In my opinion:

     (1) The illustrations of death benefits included in the prospectus section
         entitled "How a Contract's Death Benefit Will Vary", based on the
         assumptions stated in the illustrations, are consistent with the
         provisions of the Contract.

     (2) The illustrations of the cash values included in the prospectus section
         entitled "How a Contract's Cash Value Will Vary", based on the
         assumptions stated in the illustrations, are consistent with the
         provisions of the Contract.

     (3) The illustrations of cash values and death benefits included in the
         section entitled "Illustrations", and in the Appendix of the
         prospectus, based on the assumptions stated in the illustrations, are
         consistent with the provisions of the Contract. The rate structure of
         the Contract has not been designed so as to make the relationship
         between the premium and benefits, as shown in the illustrations, appear
         more favorable to a prospective purchaser of a Contract for male age 25
         or male age 40, than to prospective purchasers of Contracts on males of
         other ages or on females.

     (4) The illustrations of the effect of a Contract loan on the death benefit
         and cash value included in the prospectus section entitled "Contract
         Loans", based on the assumptions stated in the illustration, is
         consistent with the provisions of the Contract.

     (5) The illustrations (with respect to a lapsed Contract) of cash values,
         extended term insurance and reduced paid-up insurance which are
         included in the prospectus section entitled "Options on Lapse", based
         on the assumptions stated in the illustrations, are consistent with the
         provisions of the Contract.

I hereby consent to the use of this opinion as an exhibit to the Registration
Statement and to the reference to my name under the heading "Experts" in the
prospectus.

Very truly yours,


NANCY D. DAVIS, FSA, MAAA
Vice President and Assistant Actuary
The Prudential Insurance Company of America

                                     II-10
    


<TABLE> <S> <C>

<ARTICLE> 6
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1994
<PERIOD-END>                               DEC-31-1994
<INVESTMENTS-AT-COST>                         $217,016
<INVESTMENTS-AT-VALUE>                        $239,749
<RECEIVABLES>                                       $0
<ASSETS-OTHER>                                      $0
<OTHER-ITEMS-ASSETS>                                $0
<TOTAL-ASSETS>                                $239,749
<PAYABLE-FOR-SECURITIES>                            $0
<SENIOR-LONG-TERM-DEBT>                             $0
<OTHER-ITEMS-LIABILITIES>                           $0
<TOTAL-LIABILITIES>                                 $0
<SENIOR-EQUITY>                                     $0
<PAID-IN-CAPITAL-COMMON>                            $0
<SHARES-COMMON-STOCK>                           15,647
<SHARES-COMMON-PRIOR>                               $0
<ACCUMULATED-NII-CURRENT>                           $0
<OVERDISTRIBUTION-NII>                              $0
<ACCUMULATED-NET-GAINS>                             $0
<OVERDISTRIBUTION-GAINS>                            $0
<ACCUM-APPREC-OR-DEPREC>                            $0
<NET-ASSETS>                                  $239,749
<DIVIDEND-INCOME>                               $7,332
<INTEREST-INCOME>                                   $0
<OTHER-INCOME>                                  $6,347
<EXPENSES-NET>                                    $407
<NET-INVESTMENT-INCOME>                         $6,924
<REALIZED-GAINS-CURRENT>                          $377
<APPREC-INCREASE-CURRENT>                    $(14,916)
<NET-CHANGE-FROM-OPS>                         $(1,269)
<EQUALIZATION>                                      $0
<DISTRIBUTIONS-OF-INCOME>                           $0
<DISTRIBUTIONS-OF-GAINS>                            $0
<DISTRIBUTIONS-OTHER>                               $0
<NUMBER-OF-SHARES-SOLD>                             $0
<NUMBER-OF-SHARES-REDEEMED>                         $0
<SHARES-REINVESTED>                                 $0
<NET-CHANGE-IN-ASSETS>                          $2,124
<ACCUMULATED-NII-PRIOR>                             $0
<ACCUMULATED-GAINS-PRIOR>                           $0
<OVERDISTRIB-NII-PRIOR>                             $0
<OVERDIST-NET-GAINS-PRIOR>                          $0
<GROSS-ADVISORY-FEES>                               $0
<INTEREST-EXPENSE>                                  $0
<GROSS-EXPENSE>                                     $0
<AVERAGE-NET-ASSETS>                                $0
<PER-SHARE-NAV-BEGIN>                               $0
<PER-SHARE-NII>                                     $0
<PER-SHARE-GAIN-APPREC>                             $0
<PER-SHARE-DIVIDEND>                                $0
<PER-SHARE-DISTRIBUTIONS>                           $0
<RETURNS-OF-CAPITAL>                                $0
<PER-SHARE-NAV-END>                                 $0
<EXPENSE-RATIO>                                     $0
<AVG-DEBT-OUTSTANDING>                              $0
<AVG-DEBT-PER-SHARE>                                $0
        


</TABLE>


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