PRUCO LIFE INSURANCE CO SINGLE PREMIUM VARIABLE LIFE ACCOUNT, 485BPOS, 1995-04-26

PRUCO LIFE INSURANCE CO SINGLE PREMIUM VARIABLE LIFE ACCOUNT
485BPOS, 1995-04-26

Previous: PAR TECHNOLOGY CORP, 10-Q, 1995-04-26

Next: VALLEY NATIONAL BANCORP, 8-K, 1995-04-26

As filed with the SEC on . Registration No. 2-99260

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

----------

FORM S-6

Post-Effective Amendment No. 19

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

----------

PRUCO LIFE
SINGLE PREMIUM
VARIABLE LIFE ACCOUNT
(Exact Name of Trust)

PRUCO LIFE INSURANCE COMPANY
(Name of Depositor)

213 Washington Street
Newark, New Jersey 07102-2992
(800) 445-4571
(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

----------

Flexible Premium 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 Single Premium Variable Life Account

6. Pruco Life Single Premium Variable Life Account

7. Not Applicable

8. Not Applicable

9. Litigation

10. Brief Description of the Contract; Short-Term
Cancellation Right or "Free Look"; Pruco Life Single
Premium Variable Life Account; Transfers; Surrenders;
Loans; Amount of Life Insurance; Lapse and Reinstatement;
When Proceeds are Paid; Voting Rights; Substitution of
Series Fund Shares

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

12. Not Applicable

13. Brief Description of the Contract; Allocation of the
Premium Payment; Charges; Additional Premium Payments;
Sale of the Contract and Sales Commissions

14. Brief Description of the Contract; Short-Term
Cancellation Right or "Free Look"; Requirements for
Issuance of a Contract

15. Brief Description of the Contract; Allocation of the
Premium Payment; Additional Premium Payments

16. Cover Page; Brief Description of the Contract; General
Information About Pruco Life Insurance Company, Pruco
Life Single Premium Variable Life Account, and The
Variable Investment Options Available Under the Contract

17. Transfers; Surrenders; When Proceeds are Paid

18. Brief Description of the Contract; Pruco Life Single
Premium Variable Life Account; Amount of Life Insurance

19. Reports to Contract Owners

20. Not Applicable

21. 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. Charges

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.; Charges; Pruco Life Single Premium Variable
Life Account; Amount of Life Insurance; Additional
Premium Payments

45. Not Applicable

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

47. Pruco Life Single Premium Variable Life Account

48. Not Applicable

49. Not Applicable

50. Not Applicable

51. Not Applicable

52. Substitution of Series Fund Shares

53. Federal Tax Status

54. Not Applicable

55. Not Applicable

56. Not Applicable

<PAGE>

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

57. Not Applicable

58. Not Applicable

59. Financial Statements; Financial Statements of Pruco Life
Single Premium Variable Life 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
SINGLE PREMIUM VARIABLE LIFE ACCOUNT
VARIABLE LIFE INSURANCE ACCOUNT

This prospectus describes the Discovery(SM) Life Plus Contract*, 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"). The Contract
requires payment of a premium of at least $10,000 upon issuance.

The Contract provides lifetime insurance coverage, as long as the Contract is
not surrendered or in default beyond its days of grace, and also provides a cash
surrender value if the Contract is surrendered during the insured's lifetime.
The death benefit will be the face amount of insurance stated in the Contract or
under certain circumstances a higher amount. The cash surrender value of the
Contract varies daily to reflect investment performance, and the imposition of
charges. There is no guaranteed minimum cash surrender value, and if investment
performance is sufficiently poor for a sufficiently long time, the cash
surrender value could decline to zero.

Following a deduction for applicable premium taxes, the premium payment will be
allocated as the owner directs in one or more of the following ways. It may be
allocated to one or more of the subaccounts of the Pruco Life Single Premium
Variable Life Account (the "Account"), to a fixed-rate option or to a real
estate investment option funded by another separate account of Pruco Life. 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 the Series Fund's statement of additional information
describe the investment objectives of and risks of investing in the sixteen
portfolios of the Series Fund currently available to Contract owners: the Money
Market Portfolio, the Bond Portfolio, the Government Securities Portfolio, three
Zero Coupon Bond Portfolios with different liquidation dates 1995 (not available
for investment after November 14, 1995), 2000, and 2005, 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. Interest is credited daily upon any portion of the premium
payment allocated to the fixed-rate option at a rate periodically declared by
Pruco Life in its sole discretion. The fixed-rate option is not available to
Contracts issued in Texas. Selection of the real estate investment option
involves allocation of part or all of the premium payment to the Pruco Life
Variable Contract Real Property Account (the "Real Property Account"), a
separate account of Pruco Life that, 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 Single Premium Variable Life Account.

The Contract is a Modified Endowment Contract under federal tax law. Any policy
loan, surrender or other pre-death distribution may result in adverse tax
consequences, and, if the insured is less than age 59 1/2, a 10% tax penalty.

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

This prospectus provides information a prospective investor should know before
deciding to purchase a Contract. It may not be advantageous to replace existing
insurance with a Contract described in this prospectus, and if a prospective
investor already owns a flexible premium life insurance contract, the benefits
and costs of purchasing additional insurance under the existing Contract should
be compared with the benefits and costs of purchasing the Contract described
herein. In making this comparison, a qualified tax advisor should be consulted.

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

PLEASE READ THIS PROSPECTUS AND KEEP IT FOR FUTURE REFERENCE. IT IS ATTACHED TO
A CURRENT PROSPECTUS FOR THE SERIES FUND, INC. IT IS ALSO ATTACHED TO 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) 445-4571

*Discovery is a service mark of The Prudential.

SPVL-1 Ed 5-95

Catalog No. 6401654

<PAGE>

PROSPECTUS CONTENTS

Page
----
DEFINITIONS OF SPECIAL TERMS USED IN THIS
PROSPECTUS ............................................................. 1

BRIEF DESCRIPTION OF THE CONTRACT ......................................... 2

GENERAL INFORMATION ABOUT PRUCO LIFE
INSURANCE COMPANY, PRUCO LIFE SINGLE
PREMIUM VARIABLE LIFE ACCOUNT, AND THE
VARIABLE INVESTMENT OPTIONS AVAILABLE
UNDER THE CONTRACT ..................................................... 4
Pruco Life Insurance Company ........................................... 4
Pruco Life Single Premium Variable Life Account ........................ 4
The Prudential Series Fund, Inc. ....................................... 4
Pruco Life Variable Contract Real Property
Account ............................................................. 6

DETAILED INFORMATION FOR PROSPECTIVE
CONTRACT OWNERS ........................................................ 6
Requirements for Issuance of a Contract ................................ 6
Short-Term Cancellation Right or "Free Look" ........................... 6
Allocation of the Premium Payment ...................................... 6
Transfers .............................................................. 7
Surrenders ............................................................. 7
Loans .................................................................. 7
Charges ................................................................ 8
Amount of Life Insurance ............................................... 10
Lapse and Reinstatement ................................................ 11
Additional Premium Payments ............................................ 11
Living Needs Benefit ................................................... 11
Illustrations of Cash Surrender Values, Death
Benefits, and Accumulated Premiums .................................. 12
When Proceeds Are Paid ................................................. 13
Reports to Contract Owners ............................................. 13
The Fixed-Rate Option .................................................. 14
Voting Rights .......................................................... 15
Sale of the Contract and Sales Commissions ............................. 15
Substitution of Series Fund Shares ..................................... 16
Legal Considerations Relating to Sex-Distinct
Premiums and Benefits ............................................... 16
Other General Contract Provisions ...................................... 16
State Regulation ....................................................... 16
Additional Information ................................................. 16
Experts ................................................................ 17
Litigation ............................................................. 17
Financial Statements ................................................... 17

DIRECTORS AND OFFICERS .................................................... 18

FINANCIAL STATEMENTS OF PRUCO LIFE
SINGLE PREMIUM VARIABLE LIFE
ACCOUNT ................................................................ A1

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

THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY JURISDICTION IN WHICH
SUCH OFFERING MAY NOT BE LAWFULLY 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>

DEFINITIONS OF SPECIAL TERMS USED IN THIS PROSPECTUS

amount credited under the Contract -- See Contract fund below.

cash surrender value -- The amount payable to the Contract owner upon surrender
of the Contract, equal to the Contract fund minus any applicable contingent
deferred sales charge and any Contract debt.

Contract anniversary -- The same day and month as the Contract date in each
later year.

Contract date -- The date Pruco Life received the premium for the Contract.

Contract fund -- The total value attributable to a specific Contract
representing amounts in all the subaccounts, amounts allocated to the fixed-rate
option, amounts invested under the real estate option, and the principal amount
of any Contract loan. At times throughout this prospectus, when an alternative
identification may be desirable for complete clarity or to further describe the
role of the Contract fund, we refer to the Contract fund as "the amount credited
under the Contract". The term should not be confused with The Prudential Series
Fund, Inc. (the "Series Fund") defined below.

Contract owner -- The person who purchases a Discovery Life Plus Contract and
pays the premium.

Contract year -- A year that starts on the Contract date or on a Contract
anniversary.

Discovery Life -- A fixed life insurance contract issued by Pruco Life that is
similar to Discovery Life Plus except that the owner may not invest the Contract
fund in variable investment options.

face amount -- The initial amount of life insurance as shown on the cover page
of the Contract.

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

Monthly date -- The Contract date and the same date in each subsequent month.

Pruco Life Single Premium Variable Life Account (the "Account") -- A separate
account of Pruco Life registered as a unit investment trust under the Investment
Company Act of 1940.

Pruco Life Variable Contract Real Property Account (the "Real Property Account")
- -- A separate account of Pruco Life which, through a partnership, invests
primarily in income-producing real property.

subaccount -- A division of the Account, the assets of which are invested in
shares of the corresponding portfolio of the Series Fund.

target loan amount -- The amount, equal to 10% of the initial premium for each
completed Contract year, that may be borrowed as a first loan in any year at the
most favorable net cost to the Contract owner.

The Prudential Series Fund, Inc. (the "Series Fund") -- A mutual fund with
separate portfolios, one or more of which may be chosen as an underlying
investment for the Contract.

valuation period -- The period of time from one determination of the value of
the amount invested in a subaccount to the next. Such determinations are made
when the net asset values of the portfolios of the 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.

variable investment options -- The subaccounts and the Real Property Account.

<PAGE>

BRIEF DESCRIPTION OF THE CONTRACT

The Discovery Life Plus Contract (the "Contract") provides a way to invest in
one or more securities portfolios with different investment objectives, while at
the same time providing lifetime insurance protection. The Discovery Life Plus
Contract is a variable whole life insurance contract. It is called a "variable"
contract because the value of the Contract depends upon the investment results
of the investment option[s] selected. Under current law, no tax is payable upon
any increase in the value of the Contract until amounts are distributed under
the Contract. The owner may surrender the Contract in full and in that way
withdraw the full cash surrender value of the Contract. Neither partial
surrenders nor Contract splits are permitted. The Contract owner may, however,
borrow against the value of the Contract. See Loans, page 7.

Because the Contract is a Modified Endowment Contract under federal tax law,
loans and other distributions made during the insured's lifetime are includible
in gross income on an income-first basis. A 10% penalty tax may be imposed on
income distributed before the insured attains age 59 1/2. See Federal Tax
Status, page 13.

The Contract is purchased by making an initial premium payment. Generally, the
minimum initial payment is $10,000. For insureds aged 76 through 85, the minimum
initial payment is $50,000. Pruco Life Insurance Company ("Pruco Life") deducts
the amount needed to pay state and/or local premium taxes attributable to the
Contract and allocates the remainder to the variable investment option[s]
selected by the owner and/or to the fixed-rate option. The assets of each
subaccount are invested in a corresponding portfolio of The Prudential Series
Fund, Inc. (the "Series Fund"), a series mutual fund for which The Prudential
Insurance Company of America ("The Prudential") is the investment advisor. The
Series Fund currently has sixteen portfolios available for investment by
Contract owners. 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 U.S.
Government securities including intermediate and long-term U.S. Treasury
securities and debt obligations issued by agencies of or instrumentalities
established, sponsored or guaranteed by the U.S. Government; the Zero Coupon
Bond Portfolios 1995 (not available for investment after November 14, 1995),
2000, and 2005 are invested primarily in debt obligations of the United States
Treasury and investment grade corporations that have been issued without
interest coupons or stripped of their unmatured interest coupons, interest
coupons that have been stripped from such debt obligations, and receipts and
certificates for such stripped debt obligations and stripped coupons; the
Conservatively 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 who desires
diversification of investment who prefers a relatively lower risk of loss and a
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 primarily 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; and 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 4.

The Contract owner may also invest a portion of the premium payment 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 in the real estate investment
option, 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 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 6.

All of the premium payment may be allocated to one subaccount, to the fixed-rate
option funded by Pruco Life's general account or to the Real Property Account.
Alternatively, the premium payment may be divided among any of the subaccounts,
the fixed-rate option, and the Real Property Account.

2
<PAGE>

The value of the Contract will vary to reflect the investment results of the
variable investment option[s] in which money is invested and the amount of
interest credited on amounts allocated to the fixed-rate option. The total
amount attributable to a Contract held in the variable investment options and
under the fixed-rate option, plus the principal amount of any Contract loan, is
referred to herein interchangeably as the "Contract fund" or "the amount
credited under the Contract".

The purchaser of a Contract decides what the amount of the initial premium will
be (so long as it is at least $10,000; $50,000 for issue ages 76 through 85) and
from this amount the initial amount of life insurance (i.e., the face amount) is
determined. Although the cash surrender value of the Contract (i.e., the
Contract fund minus any Contract debt and any applicable sales charge deducted
upon surrender) will begin to vary immediately to reflect the investment results
of any amount invested in the variable investment options, the amount of life
insurance will ordinarily not change for several years and may not change at
all. If investment results are sufficiently favorable, however, the amount of
insurance will eventually increase and thereafter will vary in amount reflecting
investment results and the application of factors that vary with the insured's
attained age. But it will never be less than the face amount. See Amount of Life
Insurance, page 10.

Pruco Life deducts certain charges from premium payments and from the amounts
held in the designated investment options. In addition, Pruco Life makes certain
additional charges if a Contract is surrendered during the first 6 Contract
years. 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 on page 8. In brief, and subject to that fuller description, the
following diagram outlines the charges which may be made:

-----------------------------------------------
Premium Payment
-----------------------------------------------

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

o Less charge for premium taxes. (Under certain
circumstances, this charge may be reduced or eliminated,
see item 1 under Charges, page 8.)

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

- --------------------------------------------------------------------------------
Invested Premium Amount
o To be invested in one or a combination of:

o One or more of the sixteen available portfolios of the Series Fund.

o The Real Property Account.
o The Fixed Rate Option.
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
Daily Charges
o A daily charge equivalent to an annual rate of up to 0.35% is deducted from
the assets of each of the variable investment options for administrative
expenses.
o A daily charge equivalent to an annual rate of up to 0.9% is deducted from
the assets of each of the variable investment options for mortality and
expense risks.
o Management fees and expenses are deducted from the assets of the Series
Fund and the Real Property Account.
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
Monthly Charges
o A charge for insurance protection is deducted monthly. Generally, this
charge is imposed in an amount equal to 0.05% of the Contract fund per
month. However, if the Contract fund falls so low as to make a charge of
0.05% per month inadequate, the charge may be increased to the amount
permitted by the 1980 Commissioners Standard Ordinary Mortality Table
("1980 CSO Table").
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
Possible Additional Charges
o If the Contract is surrendered during the first 6 years, a contingent
deferred sales charge is assessed; the maximum contingent deferred sales
charge during the first year is 9% of the amount credited under the
Contract. Thereafter, this charge decreases by one percent per year until,
in the sixth Contract year, it is equal to 4% of the amount credited under
the Contract. In the seventh and subsequent Contract years there is no
charge. The sales charge will never be greater than 9% of the initial
premium payment.
- --------------------------------------------------------------------------------

3
<PAGE>

Because of the charges listed above, and in particular because of the
significant charges deducted upon early surrender, prospective purchasers should
purchase a Contract only if they intend and have the financial capability to
keep it in force for a substantial period.

Funds may be transferred among the subaccounts and to the fixed-rate option and
the Real Property Account up to four times each year. There are limitations on
transfers out of the fixed-rate option and into and out of the Real Property
Account.
See Transfers, page 7.

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 6.

This Brief Description of the Contract is intended to provide a broad overview
of the more significant features of the Contract. More detailed information will
be found in subsequent sections of this prospectus and in the Contract document.
That document, together with its attached application, constitutes the entire
agreement between the owner and Pruco Life and should be retained by the owner.

GENERAL INFORMATION ABOUT PRUCO LIFE INSURANCE COMPANY, PRUCO
LIFE SINGLE PREMIUM VARIABLE LIFE 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 Single Premium Variable Life Account. The Pruco Life Single Premium
Variable Life Account (the "Account") was established on April 15, 1985 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
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 fourteen 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

4
<PAGE>

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 Average 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%
Zero Coupon Bond Portfolios 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, Zero
Coupon Bond Portfolios 1995 and 2000, and Common Stock, 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. Pruco
Life also makes, on a non-guaranteed basis, daily adjustments to ensure that the
portfolio expenses indirectly borne by a Contract owner investing in the Zero
Coupon Bond Portfolio 2005 will not exceed the investment management fee.
Without such adjustments the portfolio expenses indirectly borne by a Contract
owner, expressed as a percentage of the average daily net assets by portfolio,
would have been 0.47% for the Money Market Portfolio, 0.45% for the Bond
Portfolio, 0.60% for the Zero Coupon Bond Portfolios 1995 and 2005, 0.51% for
the Zero Coupon Bond Portfolio 2000, 0.61% for the Conservatively Managed
Flexible Portfolio, 0.66% for the Aggressively Managed Flexible Portfolio, and
0.55% for the Common Stock Portfolio in 1994. Pruco Life does not intend to
discontinue the adjustments for the Zero Coupon Bond Portfolio 2005 in the
future, although it retains the right to do so. No such offset will be made with
respect to the remaining portfolios.

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 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.

5
<PAGE>

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.

DETAILED INFORMATION FOR PROSPECTIVE CONTRACT OWNERS

Requirements for Issuance of a Contract . For insureds below the age of 76, the
minimum initial premium payment is $10,000. For insureds aged 76 through 85, the
minimum initial premium payment is $50,000. Before issuing any Contract, Pruco
Life requires evidence of insurability which may include a medical examination.
The Contract will only be issued on insureds who are classified as standard
risks following Pruco Life's regular underwriting process. Insurance protection
will begin on the date the initial payment and completed application are
received. On the date the initial payment is received in the Pruco Life Home
Office, the amount credited under the Contract begins to vary to reflect the
investment results of the variable investment option[s] which have been chosen
or the interest rate declared for the fixed-rate option. If the application is
not approved, because the current underwriting requirements are not met, the
premium payment will promptly be returned. The Company reserves the right to
change these requirements 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.

Allocation of the Premium Payment. The Contract owner determines how the initial
premium payment, after the deduction for any applicable state and/or local
premium taxes, will be allocated among the subaccounts, the fixed-rate option,
and the Real Property Account. The owner may choose to allocate nothing to a
particular subaccount or to the fixed-rate option or the Real Property Account,
but any allocation made must be at least 10% and may not be a fractional
percent.

Additionally, a feature called Dollar Cost Averaging is available to Contract
owners who make an allocation to the Money Market Subaccount. Under this
feature, automatic flat dollar amounts will be transferred monthly from the
Money Market Subaccount into other investment options available under the
Contract, excluding the fixed-rate option, but including the Real Property
Account. At issue, the minimum amount initially designated for transfer under
this feature must be the greater of $10,000 and 10% of the initial premium
payment. After issue, Pruco Life will accept an amount less than $10,000
provided it brings the balance in any current Dollar Cost Averaging account up
to $10,000. Monthly transfers must be at least 3% of the amount allocated to the
Dollar Cost Averaging account, with a minimum of $20 transferred into any one
investment option. These amounts are subject to change at Pruco Life's
discretion. The minimum transfer amount will only be recalculated upon an
increase in the amount allocated to the feature.

Each automatic monthly transfer will take effect as of the end of the valuation
period on the Monthly date, provided the New York Stock Exchange is open on that
date. If the New York Stock Exchange is not open on that date, or

6
<PAGE>

if the Monthly date does not occur in that particular month, the transfer will
take effect as of the end of the last valuation period which immediately
precedes that Monthly date. Automatic monthly transfers will continue until the
amount designated for Dollar Cost Averaging has been transferred, or until the
Contract owner gives notification of a change in allocation or cancellation of
the feature. Currently, there is no charge for using the Dollar Cost Averaging
feature.

Transfers. The Contract owner may transfer the portion of the Contract fund
allocated to any of the subaccounts, the fixed-rate option or the Real Property
Account without charge and without any federal income tax liability. Transfers
must be in amounts of $300 or more or the total amount in the subaccounts, if
less, and must not cause the amount credited in any subaccount to be less than
$300, unless the entire amount in that subaccount is transferred. 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. Transfers among subaccounts 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 owner may make up to four transfers a
year, either among the subaccounts or from the subaccounts to the fixed-rate
option or the Real Property Account. In addition, the entire amount of the
Contract fund in the subaccounts may be transferred to the fixed-rate option at
any time. A Contract owner who wishes to convert his or her variable Contract to
a fixed-benefit Contract must request a complete transfer of funds to the
fixed-rate option and should also change his or her allocation instructions
regarding any future premiums. The fixed-rate option is not available for
Contracts issued in Texas. However, for Contracts issued in Texas, a Contract
owner may convert his or her variable Contract to a comparable fixed-benefit
policy during the first 2 Contract years.

On the liquidation date of a Zero Coupon Bond Subaccount, all the shares held by
it in the corresponding portfolio of the Series Fund will be redeemed and the
proceeds of the redemption applicable to each Contract will be transferred to
the Money Market Subaccount unless the Contract owner directs that it be
transferred to another subaccount. Affected Contract owners will be notified in
writing and given the opportunity to transfer their proceeds to another
subaccount prior to the liquidation date. A transfer that occurs upon the
liquidation date of a Zero Coupon Bond Subaccount will not be counted as one of
the four permissible transfers in a Contract year.

Transfers from the fixed-rate option to the subaccounts are currently permitted
once each Contract year and only during the 30-day period beginning on the
Contract anniversary. The maximum amount which may currently be transferred out
of the fixed-rate option each year is the greater of: (a) 25% of the amount in
the fixed-rate option and (b) $5,000. Such transfer requests received prior to
the Contract anniversary will be effected on the Contract anniversary. Transfer
requests received within the 30-day period beginning on the Contract anniversary
will be effected as of the end of the valuation period in which a proper
transfer request is received at a Pruco Life Home Office. These limits are
subject to change in the future. Transfers to and from the Real Property Account
are subject to restrictions described in a separate prospectus for that
investment option.

Surrenders. The Contract owner may surrender the Contract at any time for its
full cash surrender value (which takes into account the contingent deferred
sales charge, if any, and any Contract debt). Neither partial surrenders nor
Contract splits are permitted. To surrender a Contract, 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 cash surrender value of the surrendered
Contract will be determined as of the date such notice is received in the Home
Office. See When Proceeds Are Paid, page 13. Surrender of the Contract may have
tax consequences. See Federal Tax Status, page 13.

Loans. The Contract owner may borrow from Pruco Life up to the "loan value" of
the Contract using only the Contract as security for the loan. Contractually,
loans will be made only on or after the first Contract anniversary. However, as
an administrative practice, Pruco Life allows loans to be made during the first
Contract year. This practice may change. The loan value of a Contract is 90% of
an amount equal to its Contract fund, reduced by any charges due upon surrender.
However, Pruco Life will, on a non-contractual basis, increase the loan value by
permitting a Contract owner to borrow up to 100% of the portion of the Contract
fund attributable to the fixed-rate option (or any portion of the Contract fund
attributable to a prior loan supported by the fixed-rate option), reduced by any
charges due upon surrender. Loans will be treated as distributions for tax
purposes. See Federal Tax Status, page 13.

When a loan is taken, the amounts allocated to the subaccount[s], the fixed-rate
option or the Real Property Account will be reduced by the amount of any loan.
The reduction will generally be made in the same proportions as the value in
each subaccount, the fixed-rate option, and the Real Property Account bears to
the total value of the Contract. As explained below, however, the principal
amount of the loan continues to be part of the Contract owner's total Contract
fund.

Pruco Life will charge interest at the rate of 6% per year on any outstanding
loan and, if the interest is not paid on the Contract anniversary, the amount of
the interest will be added to the loan. Although the amount of the loan

7
<PAGE>

will be withdrawn from the variable investment options and the fixed-rate
option, Pruco Life will nevertheless credit the amount withdrawn with interest
daily at an effective annual rate of either 5.5% or 4%. The loan plus the
interest credited thereon to the Contract owner remain part of the Contract
fund. Determination of the applicable interest rate credited to the Contract
owner on the loan amount is made as follows. The loan amount is divided into two
parts, the "target loan amount" and the remainder. The target loan amount for
any Contract year is 10% of the initial premium for each Contract year. Thus in
the first year it is 10% of the premium payment, in the second year 20% of the
premium payment, and so on. Any borrowed amount that is part of the target loan
amount is credited with interest daily at an effective annual rate of 5.5%.
Amounts borrowed in excess of the target loan amount, and second loans in any
year, are credited daily with interest at an effective annual rate of 4%. Thus
the net cost of the loan to the Contract owner is about 0.5% per year on the
target loan amount and 2% per year on amounts in excess of the target loan
amount and on second loans in any year; however, since the amount borrowed is
not invested in the variable investment option[s] the cash surrender value does
not, to that extent, participate in either favorable or unfavorable investment
performance. Upon each Contract anniversary any outstanding loan up to the new
target loan amount will be credited interest at the 5.5% rate even if some of
that loan had been credited interest at 4% in the prior year.

Repayment of a loan does not restore the Contract fund or cash surrender value
to what it would have been had no loan been taken, since the loaned amount did
not reflect investment experience during the period the loan was outstanding.
This may also have an effect on the death benefit.

In addition, it should be recognized that a Contract loan will increase the
difference between the gross investment return in the underlying portfolio[s] of
the Series Fund and the net return in the selected subaccount[s]. This is
because the cost of insurance charge (see item 4 under Charges, below) is not
reduced by the making of a Contract loan while the amount in the subaccount[s]
from which such charges are deducted is reduced by the amount of the loan.

Charges.

1. Deduction from Premium Payments. Upon purchase of this Contract, a premium
tax is generally payable. Pruco Life will deduct the amount of premium taxes
applicable to the particular Contract from the initial premium payment. These
taxes vary from state to state and also vary in some areas by municipalities and
counties. The most common premium tax rate is 2% of the premium. The tax rates
currently in effect in those states that impose a tax range from 0.75% to 5%.
The amount remaining after the deduction of premium taxes will be allocated to
the investment option[s] as the owner directs. However, if (a) the sum of the
initial premiums under the Contract and all other Discovery Life Plus and
Discovery Life Contracts issued on the same insured equal $50,000 or more, or
(b) Contracts are purchased on all children of a parent or all grandchildren of
a grandparent, each Contract has an initial premium of $25,000 or more and the
total initial premiums add up to $50,000 or more, Pruco Life will deduct for
initial and additional premium taxes only the portion of the applicable state
premium taxes which is in excess of 4% of the premium, and any applicable local
premium taxes. If total premiums under the Contract and all other Discovery Life
Plus and Discovery Life Contracts issued on the same insured equal or exceed
$50,000, any premium taxes previously deducted will be used to increase the
Contract fund on the most recent Contract. Thus, in many cases, if a Contract is
purchased with an initial premium of $50,000 or more, there will be no deduction
from the payment and the entire amount will be invested as the owner directs.
During 1994 and 1993, Pruco Life received a total of approximately $6,481 and
$3,290 respectively, in charges for payment of state premium taxes.

2. Sales charges on surrenders. A contingent deferred sales charge may be
imposed upon surrender of this Contract. This charge compensates Pruco Life for
paying all of the expenses of selling and distributing the Contracts, including
sales commissions, printing of prospectuses, preparation of sales literature,
and other promotional activities. As stated earlier, on page 3, no sales charge
will be made if the Contract is surrendered after the sixth Contract year. If
the Contract is surrendered in the first year, the charge will be 9% of the
amount credited under the Contract. For each year after the first that the
Contract is in effect, the contingent deferred sales charge as a percentage of
the Contract fund is reduced by 1% until it reaches 4% in year 6. However, in no
event will the sales charge be greater than 9% of the initial premium payment.
If there is an outstanding loan, the amount of any deferred sales charge will be
computed as if the loan had been repaid immediately before the surrender. No
deferred sales charge is applicable to the death benefit, no matter when that
may become payable. During 1994 and 1993, Pruco Life received a total of
approximately $3,710,081 and $2,519,089 respectively, in sales charges on
surrenders of the Contracts.

3. Administrative charge. There is a charge imposed to reimburse Pruco Life for
the expenses it incurs in administering the Contracts, which includes such
things as underwriting the Contract, conducting any medical examinations,
establishing and maintaining records, and providing reports to Contract owners.
This charge will be assessed by deducting, from the assets of each of the
variable investment options, a percentage of those assets equivalent to an
effective annual rate of up to 0.35% (.00095723%, daily). During 1994 and 1993,
Pruco Life

8
<PAGE>

received a total of approximately $937,022 and $945,959 respectively, in annual
administrative charges under the Contracts.

This administrative charge is guaranteed never to be increased above an
effective annual rate of 0.35% over the life of the Contracts and is intended to
cover the average anticipated administrative expenses to be incurred over the
periods these Contracts are in force. This fee contains no element of
anticipated profit. Because this administrative charge is a percentage of
assets, however, there is no necessary relationship between the amount of the
charge imposed on a particular Contract and the amount of administrative
expenses that may be attributable to that Contract.

4. Charge for insurance protection. Immediately after the Contract is issued the
amount of insurance payable upon death of the insured (the face amount) will be
substantially higher than the initial premium payment. As the insured grows
older, and if investment results (or interest credited) have been reasonably
favorable, the difference between the Contract fund and the amount payable to
the beneficiary in the event of the insured's death will become smaller. But the
death benefit will always be higher than the Contract fund. To enable Pruco Life
to pay this additional amount, it makes a monthly charge commencing on the
Contract date, the date the Contract is issued. The National Association of
Insurance Commissioners publishes mortality tables from which it can be
determined what an appropriate monthly charge for this purpose should be,
depending upon the insured's age and sex (except where unisex rates apply). One
set of such tables is known as the 1980 CSO Table. Although Pruco Life has the
contractual right to charge maximum cost of insurance rates, based on the 1980
CSO Table, the actual cost of insurance charge will generally be lower than that
specified by the 1980 CSO Table. Except as explained in the next paragraph, the
charge will be imposed on each of the Contract's Monthly dates (i.e., the
Contract date and the same day of each succeeding month) in an amount equal to
0.05% per month of the Contract fund on such dates. The sum of 12 monthly
mortality charges is likely to be between 0.6% and 0.65% per Contract year of
the Contract fund. The exact percentage is uncertain because the Contract fund
varies in amount daily. If the Contract fund remains level throughout the entire
Contract year, the sum of the charges would be 0.6% of the Contract fund. If the
Contract fund declined uniformly throughout the year, the sum would be less than
0.6%. If the Contract fund increased uniformly throughout the year, the sum
would be greater than 0.6%. (For example, at a 12% gross rate of return, the sum
of the monthly charges would be approximately 0.65%.)

The monthly insurance charge generally will be assessed at a rate of 0.05% per
month of the Contract fund, unless as a result of very unfavorable investment
experience, the Contract fund falls so low as to make a monthly charge based
upon a rate of 0.05% per month inadequate. In that event, the charge may be
increased to the amount permitted by the 1980 CSO Table. This higher charge
would generally be assessed only when the Contract fund is at least 40% lower
than that which would exist were a net rate of 6% earned in the applicable
variable investment option[s] and maximum mortality charges based on the 1980
CSO Table deducted. In practice, this will require that the return average
somewhat less than 6% for several years or that a substantial depreciation in
the Contract fund occur in a particular year. For example, for a male who buys a
Contract at age 35, investment results could average a net return of 2.22% per
year for about 19 years before Pruco Life will make a higher cost of insurance
charge. As another example, for a male who buys a Contract at age 40 and
experiences an average net return of 6% per year for 8 years, it would take a
loss of about 43% in the ninth year (which could occur if the assets were held
in the Common Stock Subaccount and there was a substantial market drop) in order
to bring about an increase in the insurance charge.

5. Charges for assuming mortality and expense risks. Pruco Life makes a charge
for assuming the risk that its estimates of longevity and of the expenses it
expects to incur, over the lengthy periods that this Contract may be in effect
estimates that are the basis for the level of the other charges it makes under
the Contracts will turn out to be incorrect. The mortality and expense risk
charge will be made by deducting daily, from the assets of each of the
subaccounts and/or the Real Property Account, a percentage of those assets
equivalent to an effective annual rate of up to 0.9% (.00245475%, daily). During
1994 and 1993, Pruco Life received a total of approximately $2,402,939 and
$2,425,857 respectively, in mortality and expense risk charges under the
Contracts.

6. Expenses incurred by the Series Fund. Subject to certain caps and offsets,
the charges and expenses of the Series Fund are indirectly borne by the Contract
owners. Investment management fees for the available Series Fund portfolios are
briefly described under The Prudential Series Fund, Inc. on page 4. Further
detail about management fees and other Series Fund expenses is provided in the
attached prospectus for the Series Funds and its statement of additional
information. Higher charges and expenses are incurred if the Real Property
Account is selected, as described in the attached prospectus for the Real
Property Account.

7. Total charges and contract values. As may be seen from the foregoing
description, the amount credited under the Contract at the outset of the
Contract will be less than the initial premium payment by the amount of the
premium tax payable, unless the initial premium payment satisfies Pruco Life's
standards for elimination or reduction of the premium tax charge as explained in
item 1 above. Thereafter, assuming a total Series Fund expense ratio of 0.54%
(taking into account any applicable offsets described under The Prudential
Series Fund, Inc. on page 4),

9
<PAGE>

a cost of insurance charge of 0.05% per month and no Contract debt, the amount
credited under the Contract will vary at a rate that is approximately 2.39% to
2.44% lower than the gross investment return of the underlying portfolio of the
Series Fund in which the assets held under the Contract are invested.

Amount of Life Insurance. As stated earlier, when the Contract is issued Pruco
Life will determine what the initial amount of life insurance will be for the
initial premium payment. That amount will be shown on the cover page of the
Contract and is called the "face amount". The face amount will be calculated by
Pruco Life as the amount of whole life insurance that can be provided for the
insured by the initial premium, after the deduction of any applicable state and
local premium taxes. This calculation is based on the 1980 CSO Table and an
interest rate of at least 6%. The amount payable to the beneficiary upon the
insured's death will never be less than the face amount as long as the Contract
remains in force, except that it will be reduced by the amount of any
outstanding loan plus interest. But the Contract's death benefit may be higher
than the face amount, depending upon the length of time the Contract is in force
and the Contract's investment results.

1. Some typical face amounts. The following table shows for insureds of various
ages what the face amount of insurance will be for an initial premium payment of
$10,000 or $50,000. The table assumes that at issuance the fixed-rate option is
not being credited more than 6% (if a higher rate is being credited under the
fixed-rate option, the face amount will be slightly higher) and, for the $10,000
premium payment, assumes a total state and local premium tax rate of 2%.

- --------------------------------------------------------------------------------
Face Amount Face Amount
Age of Insured for $10,000 Premium for $50,000 Premium
on the -------------------------------------------------------------
Contract Date Male Female Male Female
- --------------------------------------------------------------------------------
5 $ 231,211 $ 298,154 $1,179,644 $1,521,193
15 $ 151,173 $ 198,359 $ 771,290 $1,012,032
25 $ 104,157 $ 129,799 $ 531,412 $ 662,236
35 $ 66,654 $ 82,561 $ 340,069 $ 421,229
45 $ 42,601 $ 52,980 $ 217,353 $ 270,304
55 $ 28,260 $ 35,032 $ 144,183 $ 178,734
65 $ 19,832 $ 23,624 $ 101,180 $ 120,529
75 $ 14,982 $ 16,631 $ 76,439 $ 84,850
- --------------------------------------------------------------------------------

In some states the figures in the above table for males will apply to both males
and females. The table does not apply to certain Contracts issued to employers
and employee organizations based on unisex rates. See Legal Considerations
Relating to Sex-Distinct Premiums and Benefits, page 16.

2. Increase in death benefit due to favorable investment experience. It is
likely that the amount of insurance will not change for several years after the
Contract date. Then, if investment experience is sufficiently favorable (by
which is generally meant an average annual net return of greater than 6%), the
death benefit may increase. The Contract provides that the death benefit will
never be less than the face amount or a stated multiple (which changes every
year with the attained age of the insured) of the Contract fund. Representative
multiples for insureds are shown in the table below.

- --------------------------------------------------------------------------------
Death Benefit is No Less Than the Contract Fund
Times the Following Multiple (Assumes No Loan)
Age of Insured ------------------------------------------------------------
Male Female
- --------------------------------------------------------------------------------
5 4.80 7.50
15 4.80 7.50
25 4.56 6.11
35 3.76 4.52
45 2.27 2.64
55 1.55 1.82
65 1.23 1.40
75 1.09 1.15
85 1.05 1.05
95 1.02 1.02
- --------------------------------------------------------------------------------

Thus, for a male of 55 who purchased a Contract with a face amount of $133,307
when he was 35 for a premium payment of $20,000, if the Contract fund has
increased to $125,416 due to a gross return in the selected Series Fund
portfolios of 12%, the death benefit payable will be $194,395 at the end of 20
years, based on the

10
<PAGE>

assumptions reflected in the table on page T1. If the Contract fund were to drop
subsequently because of unfavorable investment results, the death benefit would
also drop, but not below the face amount. In some states the figures in the
above table for males will apply to both males and females. The table does not
apply to certain Contracts issued to employers and employee organizations based
on unisex rates. See Legal Considerations Relating to Sex-Distinct Premiums and
Benefits, page 16.

Lapse and Reinstatement. If the investment results of a Contract's variable
investment option[s] have been so unfavorable that the net cash surrender value
on any Monthly date has decreased to zero or less, 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 Contract in force. This payment
must be received at the Pruco Life Home Office within the 61 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
Federal Tax Status on page 13.

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 surrender value.
To reinstate a lapsed Contract, Pruco Life requires renewed evidence of
insurability, and submission of certain payments due under the Contract.

A Contract that has lapsed has no value and provides no benefits.

Additional Premium Payments. After the Contract has been in force for several
years, the Contract owner may be allowed the option of paying additional premium
payments in order to increase his or her Contract fund. Such premium payments
are allowed when they will not cause the Contract to fail to qualify as life
insurance for tax purposes and will not then increase the amount of insurance.
In the annual statement concerning each individual Contract, and upon request,
Pruco Life will tell the Contract owner whether an additional premium payment
can be made and what its maximum amount is. If the owner does make an additional
premium payment, the amount of that payment, less any applicable premium taxes
which may be payable, will increase the Contract fund but not the death benefit.
These premium payments will not increase the maximum possible deferred sales
charge. An additional premium payment will not be accepted by Pruco Life if it
would, through the application of the multiples shown on page 10, immediately
result in an increase in the death benefit.

Several factors affect when additional premium payments may be made. For
example, the Contract years in which a female issue age 55 may make additional
payments depend upon investment performance. Based upon a hypothetical gross
annual rate of return of 8% in the selected Series Fund portfolio[s], and upon
the assumptions reflected in the table on page T1, an additional payment may
first be made in year 12, and additional payments may be made as late as year
20.

Living Needs Benefit. Contract applicants may elect to add the Living Needs
Benefit 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 with face amounts 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 benefit in a single sum or (2) receive equal monthly payments for
a specified number 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.

11
<PAGE>

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 Surrender Values, Death Benefits, and Accumulated
Premiums. The tables in this prospectus have been prepared to help show how
values under this Contract change with investment performance of the Account.
The tables assume that no portion of the Contract fund is allocated to the
fixed-rate option or the Real Property Account. The tables illustrate how cash
surrender values (reflecting the deduction of deferred sales charges, if any)
and death benefits under Contracts issued on an insured of a given age would
vary over time if the return on the assets held in the Series Fund portfolios
were a uniform, gross, after tax, annual rate of 0%, 4%, 8%, and 12%. The death
benefits and cash surrender values would be different from those shown if the
returns averaged 0%, 4%, 8%, and 12% but fluctuated over and under those
averages throughout the years. For the hypothetical returns of 0% and 4%, the
tables also show when the Contract would go into default, at which time
additional payments would be needed to keep it in force.

The amounts shown for the death benefit and cash surrender value as of each
Contract anniversary 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 these tables assume a total Series Fund expense
ratio of 0.54% (taking into account the offsets described under The Prudential
Series Fund, Inc. on page 4 ), and also reflect the daily charge to the Account
for the cost of administration, which is equivalent to an effective annual
charge of 0.35%, and the daily charge to the Account for assuming mortality and
expense risks, which is equivalent to an effective annual charge of 0.9%. The
actual fees and expenses of the portfolios associated with a particular Contract
may be more or less than 0.54% and will depend on which subaccounts are
selected. Based on the above assumptions, gross annual rates of return of 0%,
4%, 8%, and 12% thus correspond in the tables to approximate net annual rates of
return of -1.79%, 2.21%, 6.21%, and 10.21%.

The tables on pages T1 and T3 also reflect the fact that Pruco Life generally
makes its monthly charge for providing insurance protection at an amount equal
to 0.05% per month (approximately 0.6% to 0.65% per year) of the assets in the
subaccounts attributable to the Contract, even though it has the contractual
right to charge a higher amount. Where the amount credited under a Contract
falls to such a level as to make this monthly charge inadequate in Pruco Life's
judgment (i.e., where the Contract fund value is at least 40% below that which
would exist were a net rate of 6% earned in the applicable subaccounts and
maximum mortality charges deducted), Pruco Life will deduct the maximum monthly
mortality charge. See Charge for insurance protection, page 9. The 0% and 4%
columns in the tables on pages T1 and T3 reflect the deduction of these larger
mortality charges in later years in accordance with this standard. The tables on
pages T2 and T4 reflect the deduction of the maximum cost of insurance charge at
all times, even though Pruco Life does not currently intend to charge the
maximum contractual cost of insurance rates other than under the circumstances
where the Contract fund value falls to a specified level, as explained above.
All of the tables reflect the deduction of a sales charge in the calculation of
the cash surrender value during the first 6 Contract years.

The tables also 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 than it does now to produce
the net after-tax returns shown in the tables.

12
<PAGE>

DISCOVERY LIFE PLUS CONTRACT
MALE ISSUE AGE 35
$20,000 INITIAL PREMIUM PAYMENT
USING CURRENT SCHEDULE OF MORTALITY CHARGES (1)
<TABLE>
<CAPTION>

Death Benefit Cash Surrender Value
---------------------------------------------------- ----------------------------------------------------
Assuming Hypothetical Gross (and Net) Assuming Hypothetical Gross (and Net)
Premium Annual Investment Return of Annual Investment Return of
End of Accumulated ---------------------------------------------------- ----------------------------------------------------
Policy at 4% Interest 0% Gross 4% Gross 8% Gross 12% Gross 0% Gross 4% Gross 8% Gross 12% Gross
Year Per Year (-1.79% Net) (2.21% Net) (6.21% Net) (10.21% Net) (-1.79% Net) (2.21% Net) (6.21% Net) (10.21% Net)
------ -------------- ------------ ----------- ----------- ------------ ------------ ----------- ----------- ------------

<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 $ 20,800 $133,307 $133,307 $133,307 $ 133,307 $17,412 $18,121 $ 18,893 $ 19,672
2 $ 21,632 $133,307 $133,307 $133,307 $ 133,307 $17,185 $18,613 $ 20,098 $ 21,723
3 $ 22,497 $133,307 $133,307 $133,307 $ 133,307 $16,958 $19,116 $ 21,449 $ 23,969
4 $ 23,397 $133,307 $133,307 $133,307 $ 133,307 $16,733 $19,631 $ 22,889 $ 26,536
5 $ 24,333 $133,307 $133,307 $133,307 $ 133,307 $16,509 $20,157 $ 24,422 $ 29,380
6 $ 25,306 $133,307 $133,307 $133,307 $ 133,307 $16,286 $20,694 $ 26,054 $ 32,525
7 $ 26,319 $133,307 $133,307 $133,307 $ 133,307 $16,562 $21,901 $ 28,653 $ 37,116
8 $ 27,371 $133,307 $133,307 $133,307 $ 133,307 $15,973 $22,251 $ 30,250 $ 40,661
9 $ 28,466 $133,307 $133,307 $133,307 $ 133,307 $15,217 $22,607 $ 31,937 $ 44,544
10 $ 29,605 $133,307 $133,307 $133,307 $ 133,307 $14,432 $22,968 $ 33,717 $ 48,798
15 $ 36,019 $133,307 $133,307 $133,307 $ 148,606 $ 9,957 $24,863 $ 44,222 $ 76,998
20 $ 43,822 $133,307 $133,307 $133,307 $ 194,395 $ 3,994 $25,781 $ 58,001 $ 121,497
25 $ 53,317 $ 0(2) $133,307 $133,307 $ 266,477 $ 0(2) $21,182 $ 76,073 $ 191,710
30 $ 64,868 $ 0 $133,307 $133,307 $ 378,120 $ 0 $11,112 $ 99,776 $ 302,496
35 $ 78,922 $ 0 $ 0(2) $151,810 $ 553,695 $ 0 $ 0(2) $130,870 $ 477,323
40 $ 96,020 $ 0 $ 0 $188,834 $ 828,573 $ 0 $ 0 $171,667 $ 753,248
45 $116,824 $ 0 $ 0 $240,950 $1,271,907 $ 0 $ 0 $225,187 $1,188,698

</TABLE>

(1) Illustrated values assume 2% state and/or local premium taxes, no Contract
loan, and the deduction of the monthly cost of insurance charge in
accordance with the standard explained in the prospectus. The cash
surrender values reflect the contingent deferred sales charges applicable
to surrenders within the first 6 Contract years. The face amount is based
upon the assumption that at issuance the fixed-rate option is not being
credited more than 6%.

(2) Based on a gross return of 0%, the Contract would go into default in policy
year 23 unless an additional premium payment was made. Based on a gross
return of 4%, the Contract would go into default in policy year 34 unless
an additional premium payment was made.

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 SURRENDER VALUE FOR A CONTRACT WOULD BE
DIFFERENT FROM THOSE SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED 0%, 4%, 8%,
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.

<PAGE>

DISCOVERY LIFE PLUS CONTRACT
MALE ISSUE AGE 35
$20,000 INITIAL PREMIUM PAYMENT
USING MAXIMUM CONTRACTUAL MORTALITY CHARGES (1)

<TABLE>
<CAPTION>
Death Benefit Cash Surrender Value
---------------------------------------------------- ----------------------------------------------------
Assuming Hypothetical Gross (and Net) Assuming Hypothetical Gross (and Net)
Premium Annual Investment Return of Annual Investment Return of
End of Accumulated ---------------------------------------------------- ----------------------------------------------------
Policy at 4% Interest 0% Gross 4% Gross 8% Gross 12% Gross 0% Gross 4% Gross 8% Gross 12% Gross
Year Per Year (-1.79% Net) (2.21% Net) (6.21% Net) (10.21% Net) (-1.79% Net) (2.21% Net) (6.21% Net) (10.21% Net)
------ -------------- ------------ ----------- ----------- ------------ ------------ ----------- ----------- ------------

<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 $ 20,800 $133,307 $133,307 $133,307 $ 133,307 $17,294 $18,003 $ 18,763 $ 19,543
2 $ 21,632 $133,307 $133,307 $133,307 $ 133,307 $16,929 $18,358 $ 19,845 $ 21,450
3 $ 22,497 $133,307 $133,307 $133,307 $ 133,307 $16,542 $18,703 $ 21,041 $ 23,564
4 $ 23,397 $133,307 $133,307 $133,307 $ 133,307 $16,132 $19,033 $ 22,301 $ 25,965
5 $ 24,333 $133,307 $133,307 $133,307 $ 133,307 $15,694 $19,346 $ 23,627 $ 28,617
6 $ 25,306 $133,307 $133,307 $133,307 $ 133,307 $15,225 $19,636 $ 25,022 $ 31,546
7 $ 26,319 $133,307 $133,307 $133,307 $ 133,307 $15,177 $20,516 $ 27,306 $ 35,858
8 $ 27,371 $133,307 $133,307 $133,307 $ 133,307 $14,470 $20,546 $ 28,598 $ 39,143
9 $ 28,466 $133,307 $133,307 $133,307 $ 133,307 $13,735 $20,540 $ 29,940 $ 42,747
10 $ 29,605 $133,307 $133,307 $133,307 $ 133,307 $12,970 $20,495 $ 31,336 $ 46,702
15 $ 36,019 $133,307 $133,307 $133,307 $ 141,418 $ 8,583 $19,544 $ 39,188 $ 73,273
20 $ 43,822 $133,307 $133,307 $133,307 $ 184,987 $ 2,685 $16,698 $ 48,604 $ 115,617
25 $ 53,317 $ 0(2) $133,307 $133,307 $ 253,514 $ 0(2) $10,361 $ 59,670 $ 182,384
30 $ 64,868 $ 0 $ 0(2) $133,307 $ 359,654 $ 0 $ 0(2) $ 72,745 $ 287,723
35 $ 78,922 $ 0 $ 0 $133,307 $ 526,497 $ 0 $ 0 $ 88,518 $ 453,876
40 $ 96,020 $ 0 $ 0 $133,307 $ 787,560 $ 0 $ 0 $109,465 $ 715,963
45 $116,824 $ 0 $ 0 $151,812 $1,207,481 $ 0 $ 0 $141,880 $1,128,487

</TABLE>

(1) Illustrated values assume 2% state and/or local premium taxes, no Contract
loan, and the deduction of maximum monthly cost of insurance charges. The
cash surrender values reflect the contingent deferred sales charges
applicable to surrenders within the first 6 Contract years. The face amount
is based upon the assumption that at issuance the fixed-rate option is not
being credited more than 6%.

(2) Based on a gross return of 0% and the deduction of maximum cost of
insurance charges, the Contract would go into default in policy year 22
unless an additional premium payment was made. Based on a gross return of
4% and the deduction of maximum cost of insurance charges, the Contract
would go into default in policy year 30 unless an additional premium
payment was made.

<PAGE>

DISCOVERY LIFE PLUS CONTRACT
FEMALE ISSUE AGE 55
$100,000 INITIAL PREMIUM PAYMENT
USING CURRENT SCHEDULE OF MORTALITY CHARGES (1)

<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 $104,000 $357,468 $357,468 $357,468 $ 357,468 $88,836 $ 92,598 $ 96,575 $100,551
2 $108,160 $357,468 $357,468 $357,468 $ 357,468 $87,677 $ 94,965 $102,543 $111,013
3 $112,486 $357,468 $357,468 $357,468 $ 357,468 $86,523 $ 97,531 $109,436 $122,475
4 $116,986 $357,468 $357,468 $357,468 $ 357,468 $85,374 $100,156 $116,779 $135,390
5 $121,665 $357,468 $357,468 $357,468 $ 357,468 $84,231 $102,839 $124,600 $149,898
6 $126,532 $357,468 $357,468 $357,468 $ 357,468 $83,094 $105,583 $132,931 $165,943
7 $131,593 $357,468 $357,468 $357,468 $ 357,468 $84,498 $111,740 $146,188 $189,366
8 $136,857 $357,468 $357,468 $357,468 $ 357,468 $82,489 $113,526 $154,338 $207,451
9 $142,331 $357,468 $357,468 $357,468 $ 357,468 $77,790 $115,341 $162,941 $227,264
10 $148,024 $357,468 $357,468 $357,468 $ 358,516 $72,507 $117,184 $172,024 $248,969
15 $180,094 $357,468 $357,468 $357,468 $ 506,776 $39,951 $126,854 $225,624 $392,849
20 $219,112 $ 0(2) $357,468 $357,468 $ 725,263 $ 0(2) $137,322 $295,924 $619,882
25 $266,584 $ 0 $357,468(2) $426,949 $1,075,928 $ 0 $148,653(2) $388,135 $978,116

</TABLE>

(1) Illustrated values assume no deduction for state and/or local premium
taxes, no Contract loan, and the deduction of the monthly cost of insurance
charge in accordance with the standard explained in the prospectus. The
cash surrender values reflect the contingent deferred sales charges
applicable to surrenders within the first 6 Contract years. The face amount
is based upon the assumption that at issuance the fixed-rate option is not
being credited more than 6%.

(2) Based on a gross return of 0%, the Contract would go into default in policy
year 20 unless an additional premium payment was made. Based on a gross
return of 4%, the Contract would go into default in policy year 32 unless
an additional premium payment was made.

<PAGE>

DISCOVERY LIFE PLUS CONTRACT
FEMALE ISSUE AGE 55
$100,000 INITIAL PREMIUM PAYMENT
USING MAXIMUM CONTRACTUAL MORTALITY CHARGES (1)

<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 $104,000 $357,468 $357,468 $357,468 $357,468 $87,660 $91,302 $ 95,275 $ 99,249
2 $108,160 $357,468 $357,468 $357,468 $357,468 $85,169 $92,451 $100,029 $108,285
3 $112,486 $357,468 $357,468 $357,468 $357,468 $82,528 $93,527 $105,440 $118,305
4 $116,986 $357,468 $357,468 $357,468 $357,468 $79,732 $94,496 $111,149 $129,843
5 $121,665 $357,468 $357,468 $357,468 $357,468 $76,762 $95,339 $117,168 $142,652
6 $126,532 $357,468 $357,468 $357,468 $357,468 $73,585 $96,023 $123,503 $156,875
7 $131,593 $357,468 $357,468 $357,468 $357,468 $72,327 $99,486 $134,174 $178,014
8 $136,857 $357,468 $357,468 $357,468 $357,468 $67,763 $98,681 $139,887 $194,104
9 $142,331 $357,468 $357,468 $357,468 $357,468 $62,897 $97,547 $145,770 $211,855
10 $148,024 $357,468 $357,468 $357,468 $357,468 $57,674 $96,031 $151,818 $231,481
15 $180,094 $357,468 $357,468 $357,468 $470,311 $25,105 $81,423 $185,234 $364,582
20 $219,112 $ 0(2) $357,468 $357,468 $672,836 $ 0(2) $46,114 $224,814 $575,073
25 $266,584 $ 0 $ 0(2) $357,468 $997,654 $ 0 $ 0(2) $271,473 $906,957

</TABLE>

(1) Illustrated values assume no deduction for state and/or local premium
taxes, no Contract loan, and the deduction of maximum monthly cost of
insurance charges. The cash surrender values reflect the contingent
deferred sales charges applicable to surrenders within the first 6 Contract
years. The face amount is based upon the assumption that at issuance the
fixed-rate option is not being credited more than 6%.

(2) Based on a gross return of 0% and the deduction of maximum cost of
insurance charges, the Contract would go into default in policy year 18
unless an additional premium payment was made. Based on a gross return of
4% and the deduction of maximum cost of insurance charges, the Contract
would go into default in policy year 24 unless an additional premium
payment was made.

<PAGE>

When Proceeds Are Paid. Pruco Life will generally pay any death benefit, cash
surrender 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 portion of the death benefit due under the Contract in
excess of the face amount 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 the amount of any cash surrender value allocated to the
fixed-rate option, Pruco Life expects to pay the cash surrender value promptly
upon request. However, Pruco Life has the right to delay payment of such cash
surrender 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).

Reports to Contract Owners. Once each Contract year, 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.

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 laws apply in the most commonly occurring
circumstances. There is no guarantee, however, that the current federal income
tax laws, regulations or interpretations will not change.

Treatment as Life Insurance. Under provisions of the Internal Revenue Code (the
"Code"), life insurance policies like the Contract will be treated as life
insurance for tax purposes as long as the Contract satisfies certain
definitional tests set forth in Sections 7702 of the Code and as long as the
underlying investments for the Contract satisfies diversification requirements
under Section 817(h) of the Code. (For further detail on diversification
requirements, see DIVIDENDS, DISTRIBUTIONS, AND TAXES in the attached prospectus
for the Series Fund.)

Pruco Life believes that the Contract meets these definitional and
diversification requirements and accordingly will be treated as life insurance
for tax purposes. This means that: (1) the death benefit should be excludible
from the gross income of the beneficiary under Section 101(a) of the Code; and
(2) except as noted below, the Contract owner should not be taxed on any part of
the Contract fund, including additions attributable to interest, dividends or
appreciation, until amounts are distributed under the Contract.

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 relating to diversification requirements 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. Section 7702A of the Code provides rules regarding the
federal income tax treatment of loans and other pre-death distributions from the
Contract if issued after June 20, 1988. It provides that, with respect to life
insurance policies issued after June 20, 1988, which, like the Contract, provide
for the payment of premiums faster than would be allowed under a policy
providing for paid-up insurance after the payment of seven level annual
premiums: (1) policy loans are treated as distributions; (2) all distributions
from the policy before the

13
<PAGE>

death of the insured are generally includible in gross income on an income first
basis (i.e., distributions are includible in income to the extent the Contract
fund 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).

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

Section 7702A does not change the treatment of death benefit proceeds under the
Contract. Accordingly, as stated previously, such amounts are excludible from
the gross income of the beneficiary. Also, Section 7702A does not change the
general rule that a Contract owner is not taxed on any part of the Contract
fund, including additions attributable to interest, dividends or appreciation,
unless amounts are distributed.

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 rules if withholding and estimated tax payment 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, the 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.

Deductions for interest paid or accrued on Contract debt or on other loans
incurred or continued to purchase or carry the Contract will be disallowed under
section 264 of the Code. For business-owned life insurance, section 264 (a)(1)
of the Code also precludes business Contract owners from deducting premium
payments. The Code also imposes an indirect tax upon additions to the Contract
fund 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.

Taxes on Pruco Life. Although the Account is registered as an investment
company, it is not a separate taxpayer for purposes of the Code. The earnings of
the Account are taxed as part of the operations of Pruco Life. No charge is
currently being made 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 Account.

Under current laws Pruco Life may incur state and local taxes (in addition to
premium taxes) in several states. At present, these other 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 Fixed-Rate Option. Because of exemptive and exclusionary provisions,
interests in the fixed-rate option under the Contract have not been registered
under the Securities Act of 1933 and the general account has not been registered
as an investment company under the Investment Company Act of 1940. Accordingly,
interests in the fixed-rate option are not subject to the provisions of these
Acts, and Pruco Life has been advised that the staff of the Securities and
Exchange Commission has not reviewed the disclosure in this prospectus relating
to the fixed-rate option. Disclosure regarding the fixed-rate option may,
however, be subject to certain generally applicable provisions of federal
securities laws relating to the accuracy and completeness of statements made in
prospectuses.

As explained earlier, a Contract owner may elect to allocate, either initially
or by transfer, all or part of the amount credited under the Contract to a
fixed-rate option, and the amount so allocated or transferred becomes part of
Pruco Life's general assets. Sometimes this is referred to as Pruco Life's
general account, which consists of all assets owned by Pruco Life other than
those in the Account and in other separate accounts that have been or may be
established by Pruco Life. Subject to applicable law, Pruco Life has sole
discretion over the investment of the

14
<PAGE>

assets of the general account, and Contract owners do not share in the
investment experience of those assets. Instead, Pruco Life guarantees that the
part of the Contract fund allocated to the fixed-rate option will accrue
interest daily at an effective annual rate that Pruco Life declares
periodically, but not less than an effective annual rate of 3%. Currently,
declared interest rates remain in effect from the date money is allocated to the
fixed-rate option until the third Contract anniversary following the date of the
allocation. Thereafter, a new crediting rate will be declared each year, and
will remain in effect for the calendar year. Pruco Life reserves the right to
change this practice. Pruco Life is not obligated to credit interest at a higher
rate than 3%, although in its sole discretion it may do so. Different crediting
rates may be declared for different portions of the Contract fund allocated to
the fixed-rate option. On request, a Contract owner will be advised of the
interest rates that currently apply to his or her Contract.

Transfers from the fixed-rate option are subject to strict limits. (See
Transfers, page 7. The payment of any cash surrender value attributable to the
fixed-rate option may be delayed up to 6 months (see When Proceeds Are Paid,
page 13 ). For Contracts issued in Texas, the fixed-rate option is not
available.

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.

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.

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. The maximum commission
that will be paid to the representative is 3% of the premium received, and the
amount paid to the broker-dealer to cover both the individual representative's
commission and other distribution expenses will not exceed 5.5% of the premium.
The

15
<PAGE>

representative may be required to return all of the first year commission if
the Contract is not continued through the first year. 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
mortality and expense risk charge, described in item 5 under Charges, page 8.

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.

Legal Considerations Relating to Sex-Distinct Premiums and Benefits. The
Contract generally employs mortality tables that distinguish between males and
females. Thus, initial amounts of insurance that a given premium will buy, cost
of insurance charges, 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, initial amounts of
insurance, cost of insurance charges and benefits 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.

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. Generally, the Contract may not
be assigned to another insurance company without Pruco Life's consent. 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.

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.

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

16
<PAGE>

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.

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 Paul Haley, FSA, CLU, and ChFC, 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.

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.

17
<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 General Counsel. -- 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

<PAGE>

FINANCIAL STATEMENTS OF
PRUCO LIFE SINGLE PREMIUM VARIABLE LIFE 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]........ $ 254,814,513 $ 22,035,041 $ 11,713,340 $ 39,152,700 $ 64,671,428
Receivable from Related Separate Account........ 3,798 0 0 0 0
-------------- -------------- -------------- -------------- --------------
Total Assets.................................. $ 254,818,311 $ 22,035,041 $ 11,713,340 $ 39,152,700 $ 64,671,428
-------------- -------------- -------------- -------------- --------------
LIABILITIES
Payable to Related Separate Account............. 39,068 37,197 0 0 0
-------------- -------------- -------------- -------------- --------------
NET ASSETS........................................ $ 254,779,243 $ 21,997,844 $ 11,713,340 $ 39,152,700 $ 64,671,428
-------------- -------------- -------------- -------------- --------------
-------------- -------------- -------------- -------------- --------------
NET ASSETS, representing:
Equity of Contract owners....................... $ 253,115,985 $ 21,482,318 $ 11,694,379 $ 38,912,756 $ 64,402,282
Equity of Pruco Life Insurance Company.......... 1,663,258 515,526 18,961 239,944 269,146
-------------- -------------- -------------- -------------- --------------
$ 254,779,243 $ 21,997,844 $ 11,713,340 $ 39,152,700 $ 64,671,428
-------------- -------------- -------------- -------------- --------------
-------------- -------------- -------------- -------------- --------------
<CAPTION>
SUBACCOUNTS (CONTINUED)
------------------------------------------------------------------------------
ZERO ZERO
CONSERVATIVELY COUPON COUPON HIGH
MANAGED BOND BOND YIELD STOCK
FLEXIBLE 1995 2000 BOND INDEX
-------------- -------------- -------------- -------------- --------------
<S> <C> <C> <C> <C> <C>
ASSETS
Investment in shares of The Prudential Series
Fund, Inc.
Portfolios at net asset value [Note 2]........ $ 83,493,230 $ 2,461,345 $ 3,372,627 $ 5,087,319 $ 4,210,851
Receivable from Related Separate Account........ 0 0 0 0 0
-------------- -------------- -------------- -------------- --------------
Total Assets.................................. $ 83,493,230 $ 2,461,345 $ 3,372,627 $ 5,087,319 $ 4,210,851
-------------- -------------- -------------- -------------- --------------
LIABILITIES
Payable to Related Separate Account............. 0 0 0 1,871 0
-------------- -------------- -------------- -------------- --------------
NET ASSETS........................................ $ 83,493,230 $ 2,461,345 $ 3,372,627 $ 5,085,448 $ 4,210,851
-------------- -------------- -------------- -------------- --------------
-------------- -------------- -------------- -------------- --------------
NET ASSETS, representing:
Equity of Contract owners....................... $ 83,176,188 $ 2,452,058 $ 3,280,016 $ 5,050,464 $ 4,199,576
Equity of Pruco Life Insurance Company.......... 317,042 9,287 92,611 34,984 11,275
-------------- -------------- -------------- -------------- --------------
$ 83,493,230 $ 2,461,345 $ 3,372,627 $ 5,085,448 $ 4,210,851
-------------- -------------- -------------- -------------- --------------
-------------- -------------- -------------- -------------- --------------

SUBACCOUNTS (CONTINUED)
----------------------------------------------
HIGH
DIVIDEND NATURAL GLOBAL
STOCK RESOURCES EQUITY
-------------- -------------- --------------
<S> <C> <C> <C>
ASSETS
Investment in shares of The Prudential Series
Fund, Inc.
Portfolios at net asset value [Note 2]........ $ 9,534,923 $ 2,613,654 $ 1,474,317
Receivable from Related Separate Account........ 0 3,798 0
-------------- -------------- --------------
Total Assets.................................. $ 9,534,923 $ 2,617,452 $ 1,474,317
-------------- -------------- --------------
LIABILITIES
Payable to Related Separate Account............. 0 0 0
-------------- -------------- --------------
NET ASSETS........................................ $ 9,534,923 $ 2,617,452 $ 1,474,317
-------------- -------------- --------------
-------------- -------------- --------------
NET ASSETS, representing:
Equity of Contract owners....................... $ 9,521,640 $ 2,617,452 $ 1,422,549
Equity of Pruco Life Insurance Company.......... 13,283 0 51,768
-------------- -------------- --------------
$ 9,534,923 $ 2,617,452 $ 1,474,317
-------------- -------------- --------------
-------------- -------------- --------------
</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................. $ 8,975,608 $ 781,084 $ 834,562 $ 885,556 $ 1,843,780

EXPENSES
Charges to Contract owners for assuming
mortality risk and expense risk and for
administration [Notes 3A and 3C].............. 3,265,411 241,940 175,875 495,008 842,684
Reimbursement for excess expenses [Note 3D]..... (451,320) (12,595) (7,763) (56,117) (177,269)
-------------- -------------- -------------- -------------- --------------
NET EXPENSES...................................... 2,814,091 229,345 168,112 438,891 665,415
-------------- -------------- -------------- -------------- --------------
NET INVESTMENT INCOME (LOSS)...................... 6,161,517 551,739 666,450 446,665 1,178,365
-------------- -------------- -------------- -------------- --------------
NET REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS
Capital gains distributions received............ 5,038,968 0 32,253 1,642,927 1,892,222
Realized gain (loss) on shares redeemed
[average cost basis].......................... 2,449,473 0 (73,444) 782,996 510,497
Net unrealized loss on investments.............. (19,056,694) 0 (1,296,202) (2,261,571) (6,516,314)
-------------- -------------- -------------- -------------- --------------
NET GAIN (LOSS) ON INVESTMENTS.................... (11,568,253) 0 (1,337,393) 164,352 (4,113,595)
-------------- -------------- -------------- -------------- --------------
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS....................... $ (5,406,736) $ 551,739 $ (670,943) $ 611,017 $ (2,935,230)
-------------- -------------- -------------- -------------- --------------
-------------- -------------- -------------- -------------- --------------
<CAPTION>
SUBACCOUNTS (CONTINUED)
------------------------------------------------------------------------------
ZERO ZERO
CONSERVATIVELY COUPON COUPON HIGH
MANAGED BOND BOND YIELD STOCK
FLEXIBLE 1995 2000 BOND INDEX
-------------- -------------- -------------- -------------- --------------
<S> <C> <C> <C> <C> <C>
INVESTMENT INCOME
Dividend distributions received................. $ 2,971,542 $ 150,301 $ 232,617 $ 527,768 $ 104,272

EXPENSES
Charges to Contract owners for assuming
mortality risk and expense risk and for
administration [Notes 3A and 3C].............. 1,093,189 31,188 44,553 68,017 55,624
Reimbursement for excess expenses [Note 3D]..... (186,177) (5,325) (3,872) 0 0
-------------- -------------- -------------- -------------- --------------
NET EXPENSES...................................... 907,012 25,863 40,681 68,017 55,624
-------------- -------------- -------------- -------------- --------------
NET INVESTMENT INCOME (LOSS)...................... 2,064,530 124,438 191,936 459,751 48,648
-------------- -------------- -------------- -------------- --------------
NET REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS
Capital gains distributions received............ 903,223 529 6,383 0 6,746
Realized gain (loss) on shares redeemed
[average cost basis].......................... 791,178 10,890 55,901 (19,400) 134,755
Net unrealized loss on investments.............. (5,556,131) (164,577) (582,196) (662,734) (196,516)
-------------- -------------- -------------- -------------- --------------
NET GAIN (LOSS) ON INVESTMENTS.................... (3,861,730) (153,158) (519,912) (682,134) (55,015)
-------------- -------------- -------------- -------------- --------------
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS....................... $ (1,797,200) $ (28,720) $ (327,976) $ (222,383) $ (6,367)
-------------- -------------- -------------- -------------- --------------
-------------- -------------- -------------- -------------- --------------

SUBACCOUNTS (CONTINUED)
----------------------------------------------
HIGH
DIVIDEND NATURAL GLOBAL
STOCK RESOURCES EQUITY*
-------------- -------------- --------------
<S> <C> <C> <C>
INVESTMENT INCOME
Dividend distributions received................. $ 341,710 $ 26,922 $ 1,908
EXPENSES
Charges to Contract owners for assuming
mortality risk and expense risk and for
administration [Notes 3A and 3C].............. 119,531 34,198 9,854
Reimbursement for excess expenses [Note 3D]..... 0 0 0
-------------- -------------- --------------
NET EXPENSES...................................... 119,531 34,198 9,854
-------------- -------------- --------------
NET INVESTMENT INCOME (LOSS)...................... 222,179 (7,276) (7,946)
-------------- -------------- --------------
NET REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS
Capital gains distributions received............ 497,939 54,352 2,069
Realized gain (loss) on shares redeemed
[average cost basis].......................... 128,602 112,510 14,375
Net unrealized loss on investments.............. (851,292) (361,552) (58,035)
-------------- -------------- --------------
NET GAIN (LOSS) ON INVESTMENTS.................... (224,751) (194,690) (41,591)
-------------- -------------- --------------
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS....................... $ (2,572) $ (201,966) $ (49,537)
-------------- -------------- --------------
-------------- -------------- --------------
*Commenced
Business
on 5/1/94
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A10 AND A11.

A1-A2
<PAGE>

STATEMENTS OF NET ASSETS (CONTINUED)

December 31, 1994

<TABLE>
<CAPTION>
SUBACCOUNTS
------------------------------
ZERO
COUPON
GOVERNMENT BOND
SECURITIES 2005
-------------- --------------
<S> <C> <C>
ASSETS
Investment in shares of The Prudential Series
Fund, Inc.
Portfolios at net asset value [Note 2]........ $ 2,719,147 $ 2,274,591
Receivable from Related Separate Account........ 0 0
-------------- --------------
Total Assets.................................. $ 2,719,147 $ 2,274,591
-------------- --------------
LIABILITIES
Payable to Related Separate Account............. 0 0
-------------- --------------
NET ASSETS........................................ $ 2,719,147 $ 2,274,591
-------------- --------------
-------------- --------------
NET ASSETS, representing:
Equity of Contract owners....................... $ 2,715,936 $ 2,188,371
Equity of Pruco Life Insurance Company.......... 3,211 86,220
-------------- --------------
$ 2,719,147 $ 2,274,591
-------------- --------------
-------------- --------------
</TABLE>

STATEMENTS OF OPERATIONS (CONTINUED)

For the year ended December 31, 1994

<TABLE>
<CAPTION>
SUBACCOUNTS
------------------------------
ZERO
COUPON
GOVERNMENT BOND
SECURITIES 2005
-------------- --------------
<S> <C> <C>
INVESTMENT INCOME
Dividend distributions received................. $ 191,466 $ 82,120

EXPENSES
Charges to Contract owners for assuming
mortality risk and expense risk and for
administration [Notes 3A and 3C].............. 40,605 13,145
Reimbursement for excess expenses [Note 3D]..... 0 (2,202)
-------------- --------------
NET EXPENSES...................................... 40,605 10,943
-------------- --------------
NET INVESTMENT INCOME (LOSS)...................... 150,861 71,177
-------------- --------------
NET REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS
Capital gains distributions received............ 0 325
Realized gain (loss) on shares redeemed
[average cost basis].......................... (8,524) 9,137
Net unrealized loss on investments.............. (382,787) (166,787)
-------------- --------------
NET GAIN (LOSS) ON INVESTMENTS.................... (391,311) (157,325)
-------------- --------------
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS....................... $ (240,450) $ (86,148)
-------------- --------------
-------------- --------------
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A10 AND A11.

A3
<PAGE>

(This page intentionally left blank.)

A4
<PAGE>

FINANCIAL STATEMENTS OF
PRUCO LIFE SINGLE PREMIUM VARIABLE LIFE 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 (loss)..... $ 6,161,517 $ 6,015,054 $ 551,739 $ 360,257 $ 666,450 $ 721,414
Capital gains distributions
received....................... 5,038,968 9,715,595 0 0 32,253 215,076
Realized gain (loss) on shares
redeemed
[average cost basis]........... 2,449,473 3,156,373 0 0 (73,444) 83,976
Net unrealized gain (loss) on
investments.................... (19,056,694) 12,596,149 0 0 (1,296,202) 286,299
-------------- -------------- -------------- -------------- -------------- --------------

NET INCREASE (DECREASE) IN NET
ASSETS
RESULTING FROM OPERATIONS........ (5,406,736) 31,483,171 551,739 360,257 (670,943) 1,306,765
-------------- -------------- -------------- -------------- -------------- --------------

NET INCREASE (DECREASE) IN NET
ASSETS
RESULTING FROM PREMIUM PAYMENTS
AND OTHER OPERATING TRANSFERS.... (12,892,049) (8,560,753) 2,903,904 (4,821,749) (3,574,742) 103,195
-------------- -------------- -------------- -------------- -------------- --------------

NET INCREASE (DECREASE) IN NET
ASSETS
RESULTING FROM SURPLUS
TRANSFERS........................ 276,221 227,435 315,505 (283,682) (146) (23,669)
-------------- -------------- -------------- -------------- -------------- --------------

TOTAL INCREASE (DECREASE)
IN NET ASSETS.................... (18,022,564) 23,149,853 3,771,148 (4,745,174) (4,245,831) 1,386,291

NET ASSETS:
Beginning of year................ 272,801,807 249,651,954 18,226,696 22,971,870 15,959,171 14,572,880
-------------- -------------- -------------- -------------- -------------- --------------
End of year...................... $ 254,779,243 $ 272,801,807 $ 21,997,844 $ 18,226,696 $ 11,713,340 $ 15,959,171
-------------- -------------- -------------- -------------- -------------- --------------
-------------- -------------- -------------- -------------- -------------- --------------
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A10 AND A11.

<PAGE>

<TABLE>
<CAPTION>
SUBACCOUNTS (CONTINUED)
--------------------------------------------------------------

AGGRESSIVELY
COMMON MANAGED
STOCK FLEXIBLE
------------------------------ ------------------------------
1994 1993 1994 1993
-------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>

OPERATIONS:
Net investment income (loss)..... $ 446,665 $ 298,008 $ 1,178,365 $ 1,596,262
Capital gains distributions
received....................... 1,642,927 1,930,975 1,892,222 3,724,264
Realized gain (loss) on shares
redeemed
[average cost basis]........... 782,996 457,595 510,497 893,208
Net unrealized gain (loss) on
investments.................... (2,261,571) 4,069,616 (6,516,314) 3,211,744
-------------- -------------- -------------- --------------

NET INCREASE (DECREASE) IN NET
ASSETS
RESULTING FROM OPERATIONS........ 611,017 6,756,194 (2,935,230) 9,425,478
-------------- -------------- -------------- --------------

NET INCREASE (DECREASE) IN NET
ASSETS
RESULTING FROM PREMIUM PAYMENTS
AND OTHER OPERATING TRANSFERS.... (1,583,816) 561,632 (4,316,198) (3,150,414)
-------------- -------------- -------------- --------------

NET INCREASE (DECREASE) IN NET
ASSETS
RESULTING FROM SURPLUS
TRANSFERS........................ 249,028 200 114,045 122,344
-------------- -------------- -------------- --------------

TOTAL INCREASE (DECREASE)
IN NET ASSETS.................... (723,771) 7,318,026 (7,137,383) 6,397,408

NET ASSETS:
Beginning of year................ 39,876,471 32,558,445 71,808,811 65,411,403
-------------- -------------- -------------- --------------
End of year...................... $ 39,152,700 $ 39,876,471 $ 64,671,428 $ 71,808,811
-------------- -------------- -------------- --------------
-------------- -------------- -------------- --------------
</TABLE>

SUBACCOUNTS (CONTINUED)
--------------------------------------------------------------
ZERO
CONSERVATIVELY COUPON
MANAGED BOND
FLEXIBLE 1995
------------------------------ ------------------------------

1994 1993 1994 1993
-------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
OPERATIONS:
Net investment income (loss)..... $ 2,064,530 $ 1,833,171 $ 124,438 $ 160,607
Capital gains distributions
received....................... 903,223 3,475,186 529 0
Realized gain (loss) on shares
redeemed
[average cost basis]........... 791,178 718,778 10,890 16,402
Net unrealized gain (loss) on
investments.................... (5,556,131) 3,368,283 (164,577) 16,363
-------------- -------------- -------------- --------------
NET INCREASE (DECREASE) IN NET
ASSETS
RESULTING FROM OPERATIONS........ (1,797,200) 9,395,418 (28,720) 193,372
-------------- -------------- -------------- --------------
NET INCREASE (DECREASE) IN NET
ASSETS
RESULTING FROM PREMIUM PAYMENTS
AND OTHER OPERATING TRANSFERS.... (7,148,287) (2,842,197) (275,660) (300,646)
-------------- -------------- -------------- --------------
NET INCREASE (DECREASE) IN NET
ASSETS
RESULTING FROM SURPLUS
TRANSFERS........................ (517,702) 494,880 (68,477) 56,623
-------------- -------------- -------------- --------------
TOTAL INCREASE (DECREASE)
IN NET ASSETS.................... (9,463,189) 7,048,101 (372,857) (50,651)
NET ASSETS:
Beginning of year................ 92,956,419 85,908,318 2,834,202 2,884,853
-------------- -------------- -------------- --------------
End of year...................... $ 83,493,230 $ 92,956,419 $ 2,461,345 $ 2,834,202
-------------- -------------- -------------- --------------
-------------- -------------- -------------- --------------
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A10 AND A11.

<PAGE>

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

For the years ended December 31, 1994 and 1993

<TABLE>
<CAPTION>
SUBACCOUNTS
----------------------------------------------------------------------------------------------

ZERO
COUPON HIGH
BOND YIELD STOCK
2000 BOND INDEX
------------------------------ ------------------------------ ------------------------------
1993
1994 1993 1994 (AS RESTATED) 1994 1993
-------------- -------------- -------------- -------------- -------------- --------------
<S> <C> <C> <C> <C> <C> <C>

OPERATIONS:
Net investment income (loss)..... $ 191,936 $ 224,304 $ 459,751 $ 409,077 $ 48,648 $ 55,674
Capital gains distributions
received....................... 6,383 1,546 0 0 6,746 11,046
Realized gain (loss) on shares
redeemed
[average cost basis]........... 55,901 228,096 (19,400) 16,123 134,755 299,942
Net unrealized gain (loss) on
investments.................... (582,196) 240,273 (662,734) 369,915 (196,516) 53,361
-------------- -------------- -------------- -------------- -------------- --------------

NET INCREASE (DECREASE) IN NET
ASSETS
RESULTING FROM OPERATIONS........ (327,976) 694,219 (222,383) 795,115 (6,367) 420,023
-------------- -------------- -------------- -------------- -------------- --------------

NET INCREASE (DECREASE) IN NET
ASSETS
RESULTING FROM PREMIUM PAYMENTS
AND OTHER OPERATING TRANSFERS.... (656,487) (1,294,684) (336,732) 899,856 (922,424) (523,039)
-------------- -------------- -------------- -------------- -------------- --------------

NET INCREASE (DECREASE) IN NET
ASSETS
RESULTING FROM SURPLUS
TRANSFERS........................ 85,167 (32,017) 6,904 34,959 10,499 (67,285)
-------------- -------------- -------------- -------------- -------------- --------------

TOTAL INCREASE (DECREASE)
IN NET ASSETS.................... (899,296) (632,482) (552,211) 1,729,930 (918,292) (170,301)

NET ASSETS:
Beginning of year................ 4,271,923 4,904,405 5,637,659 3,907,729 5,129,143 5,299,444
-------------- -------------- -------------- -------------- -------------- --------------
End of year...................... $ 3,372,627 $ 4,271,923 $ 5,085,448 $ 5,637,659 $ 4,210,851 $ 5,129,143
-------------- -------------- -------------- -------------- -------------- --------------
-------------- -------------- -------------- -------------- -------------- --------------
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A10 AND A11.

A7
<PAGE>

<TABLE>
<CAPTION>
SUBACCOUNTS (CONTINUED)
----------------------------------------------------------------------------------------------

HIGH
DIVIDEND NATURAL GLOBAL GOVERNMENT
STOCK RESOURCES EQUITY* SECURITIES
------------------------------ ------------------------------ -------------- --------------
1994 1993 1994 1993 1994 1994
-------------- -------------- -------------- -------------- -------------- --------------
<S> <C> <C> <C> <C> <C> <C>

OPERATIONS:
Net investment income (loss)..... $ 222,179 $ 156,449 $ (7,276) $ 4,966 $ (7,946) $ 150,861
Capital gains distributions
received....................... 497,939 283,302 54,352 60,705 2,069 0
Realized gain (loss) on shares
redeemed
[average cost basis]........... 128,602 82,041 112,510 41,618 14,375 (8,524)
Net unrealized gain (loss) on
investments.................... (851,292) 653,012 (361,552) 187,751 (58,035) (382,787)
-------------- -------------- -------------- -------------- -------------- --------------

NET INCREASE (DECREASE) IN NET
ASSETS
RESULTING FROM OPERATIONS........ (2,572) 1,174,804 (201,966) 295,040 (49,537) (240,450)
-------------- -------------- -------------- -------------- -------------- --------------

NET INCREASE (DECREASE) IN NET
ASSETS
RESULTING FROM PREMIUM PAYMENTS
AND OTHER OPERATING TRANSFERS.... 476,162 2,701,060 190,024 1,320,405 1,492,404 (589,359)
-------------- -------------- -------------- -------------- -------------- --------------

NET INCREASE (DECREASE) IN NET
ASSETS
RESULTING FROM SURPLUS
TRANSFERS........................ 17,231 1,344 (64,028) 42,650 31,450 13,964
-------------- -------------- -------------- -------------- -------------- --------------

TOTAL INCREASE (DECREASE)
IN NET ASSETS.................... 490,821 3,877,208 (75,970) 1,658,095 1,474,317 (815,845)

NET ASSETS:
Beginning of year................ 9,044,102 5,166,894 2,693,422 1,035,327 0 3,534,992
-------------- -------------- -------------- -------------- -------------- --------------
End of year...................... $ 9,534,923 $ 9,044,102 $ 2,617,452 $ 2,693,422 $ 1,474,317 $ 2,719,147
-------------- -------------- -------------- -------------- -------------- --------------
-------------- -------------- -------------- -------------- -------------- --------------
*Commenced
Business
on 5/1/94
</TABLE>
<TABLE>
<CAPTION>

SUBACCOUNTS (CONTINUED)
-----------------------
GOVERNMENT
SECURITIES
--------------
1993
--------------
<S> <C>
OPERATIONS:
Net investment income (loss)..... $ 141,513
Capital gains distributions
received....................... 13,366
Realized gain (loss) on shares
redeemed
[average cost basis]........... 65,390
Net unrealized gain (loss) on
investments.................... 136,334
--------------
NET INCREASE (DECREASE) IN NET
ASSETS
RESULTING FROM OPERATIONS........ 356,603
--------------
NET INCREASE (DECREASE) IN NET
ASSETS
RESULTING FROM PREMIUM PAYMENTS
AND OTHER OPERATING TRANSFERS.... 145,341
--------------
NET INCREASE (DECREASE) IN NET
ASSETS
RESULTING FROM SURPLUS
TRANSFERS........................ (5,219)
--------------
TOTAL INCREASE (DECREASE)
IN NET ASSETS.................... 496,725
NET ASSETS:
Beginning of year................ 3,038,267
--------------
End of year...................... $ 3,534,992
--------------
--------------
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A10 AND A11.
A8
<PAGE>

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

For the years ended December 31, 1994 and 1993

<TABLE>
<CAPTION>
SUBACCOUNTS
------------------------------

ZERO
COUPON
BOND
2005
------------------------------
1994 1993
-------------- --------------
<S> <C> <C>

OPERATIONS:
Net investment income (loss)..... $ 71,177 $ 53,352
Capital gains distributions
received....................... 325 129
Realized gain (loss) on shares
redeemed
[average cost basis]........... 9,137 253,204
Net unrealized gain (loss) on
investments.................... (166,787) 3,198
-------------- --------------

NET INCREASE (DECREASE) IN NET
ASSETS
RESULTING FROM OPERATIONS........ (86,148) 309,883
-------------- --------------

NET INCREASE (DECREASE) IN NET
ASSETS
RESULTING FROM PREMIUM PAYMENTS
AND OTHER OPERATING TRANSFERS.... 1,449,162 (1,359,513)
-------------- --------------

NET INCREASE (DECREASE) IN NET
ASSETS
RESULTING FROM SURPLUS
TRANSFERS........................ 82,781 (113,693)
-------------- --------------

TOTAL INCREASE (DECREASE)
IN NET ASSETS.................... 1,445,795 (1,163,323)

NET ASSETS:
Beginning of year................ 828,796 1,992,119
-------------- --------------
End of year...................... $ 2,274,591 $ 828,796
-------------- --------------
-------------- --------------
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A10 AND A11.

A9
<PAGE>

NOTES TO FINANCIAL STATEMENTS OF
PRUCO LIFE SINGLE PREMIUM VARIABLE LIFE ACCOUNT
FOR THE YEARS ENDED DECEMBER 31, 1994 AND DECEMBER 31, 1993

NOTE 1: GENERAL

Pruco Life Single Premium Variable Life Account (the "Account") was established
on April 15, 1985 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 fourteen 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.

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
PORTFOLIO MONEY COMMON MANAGED MANAGED
INFORMATION MARKET BOND STOCK FLEXIBLE FLEXIBLE
- ---------------------------- ------------- ------------- ------------- ------------- ---------------
<S> <C> <C> <C> <C> <C>
Number of shares: 2,203,504 1,166,859 1,894,879 4,173,425 5,923,623
Net asset value per share: $ 10.0000 $ 10.0384 $ 20.6624 $ 15.4960 $ 14.0950
Cost: $ 22,035,041 $ 12,507,764 $ 34,959,856 $ 61,968,079 $ 79,787,387
</TABLE>

<TABLE>
<CAPTION>
PORTFOLIOS (CONTINUED)
---------------------------------------------------------------------------
ZERO ZERO
COUPON COUPON HIGH HIGH
PORTFOLIO BOND BOND YIELD STOCK DIVIDEND
INFORMATION 1995 2000 BOND INDEX STOCK
- ---------------------------- ------------- ------------- ------------- ------------- ---------------
<S> <C> <C> <C> <C> <C>
Number of shares: 232,359 284,322 690,287 281,529 658,301
Net asset value per share: $ 10.5929 $ 11.8620 $ 7.3655 $ 14.9571 $ 14.4842
Cost: $ 2,527,894 $ 3,391,229 $ 5,644,486 $ 3,936,810 $ 9,400,714
</TABLE>

<TABLE>
<CAPTION>
PORTFOLIOS (CONTINUED)
----------------------------------------------------------
ZERO
COUPON
PORTFOLIO NATURAL GLOBAL GOVERNMENT BOND
INFORMATION RESOURCES EQUITY SECURITIES 2005
- ---------------------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Number of shares: 180,961 106,227 259,923 211,706
Net asset value per share: $ 14.4432 $ 13.8789 $ 10.4614 $ 10.7441
Cost: $ 2,765,521 $ 1,532,352 $ 2,879,816 $ 2,342,626
</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
0.90% are applied daily against the net assets representing equity of
Contract owners held in each subaccount.

B. Deferred Sales Charge

A deferred sales charge is imposed upon the surrender of certain variable
life insurance contracts to compensate Pruco Life for sales and other
marketing expenses. The amount of any sales charge will depend on the number
of years that have elapsed since the Contract was issued. No sales charge
will be imposed after the sixth Contract year. No sales charge will be
imposed on death benefits.

A10
<PAGE>

C. Administrative Charge

The administrative charge at an effective annual rate of 0.35% is applied
daily against the net assets representing equity of Contract owners held in
each subaccount.

D. 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, Conservatively Managed Flexible, Zero Coupon Bond 1995 and the
Zero Coupon Bond 2000 Portfolios of the Series Fund. In addition, the
Account is reimbursed by Pruco Life, on a non-guaranteed basis, for expenses
incurred by the Series Fund in excess of the effective rate of 0.40% of the
average daily net assets of the Zero Coupon Bond 2005 Portfolio.

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.

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 $34,280 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.

A11

<PAGE>

INDEPENDENT AUDITORS' REPORT

To the Contract Owners of
Pruco Life Single Premium Variable Life
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 Single
Premium Variable Life Account of Pruco Life Insurance Company (comprising,
respectively, the Money Market, Bond, Common Stock, Aggressively Managed
Flexible, Conservatively Managed Flexible, Zero Coupon Bond 1995, Zero Coupon
Bond 2000, High Yield Bond, Stock Index, High Dividend Stock, Natural Resources,
Global Equity, Government Securities and Zero Coupon Bond 2005 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 Single Premium Variable Life 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 Single
Premium Variable Life Account have been restated.

Deloitte & Touche LLP
Parsippany, New Jersey
February 10, 1995

A12
<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)
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>

SINGLE PREMIUM VARIABLE LIFE ACCOUNT
VARIABLE LIFE INSURANCE CONTRACTS

PRUCO LIFE INSURANCE COMPANY
213 Washington Street
Newark, New Jersey 07102-2992
Telephone: (800) 445-4571

<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. Paul Haley, FSA, CLU, and ChFC, 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 Single
Premium Variable Life Account. (Note 6)
(2) Not Applicable.
(3) Distributing Contracts:
(a) Distribution Agreement between Pruco Securities Corporation and
Pruco Life Insurance Company.
(Note 6)
(b) Proposed form of Agreement between Pruco Securities Corporation
and independent brokers with respect to the Sale of the Contracts.
(Note 6)
(c) Revised Schedule of Sales Commissions. (Note 13)
(4) Not Applicable.
(5)(a) Flexible Premium Variable Life Insurance Contract. (Note 6)
(b) Contract jacket for use in Georgia and Maryland. (Note 6)
(c) Contract data page for use in South Dakota. (Note 6)
(d) Contract data page for use in Minnesota. (Note 6)
(e) Contract page 5 for use in Colorado and North Dakota. (Note 6)
(f) Contract page 6 for use in Colorado and North Dakota. (Note 6)
(g) Contract page 7 for use in Missouri. (Note 6)
(h) Contract page 8 for use in Missouri. (Note 6)
(i) Contract page 7 for use in South Carolina. (Note 6)
(j) Contract page 7 for use in Oklahoma. (Note 6)
(k) Unisex Endorsement for use in Montana. (Note 6)
(l) Contract jacket for use in Pennsylvania. (Note 6)
(m) Contract jacket for use in Minnesota. (Note 6)
(n) Contract jacket for use in Texas. (Note 6)
(o) Contract jacket for use in Virginia. (Note 6)
(p) Contract page 5 for use in Massachusetts. (Note 6)
(q) Contract page 5 for use in Texas. (Note 6)
(r) Contract page 5 for use in Pennsylvania. (Note 6)
(s) Contract page 6 for use in Pennsylvania. (Note 6)
(t) Contract page 7 for use in Kentucky. (Note 6)
(u) Contract page 7 for use in Texas. (Note 6)
(v) Contract page 7 for use in Connecticut. (Note 6)
(w) Contract page 7 for use in Pennsylvania. (Note 6)
(x) Contract page 9 for use in Connecticut and Kentucky. (Note 6)
(y) Contract page 9 for use in Texas. (Note 6)

II-2

<PAGE>

(z) Contract page 11 for use in Massachusetts. (Note 6)
(aa) Contract page 11 for use in Kentucky. (Note 6)
(bb) Contract page 11 for use in Pennsylvania. (Note 6)
(cc) Contract page 13 for use in Kentucky. (Note 6)
(dd) Contract page 19 for use in Pennsylvania. (Note 6)
(ee) Contract jacket for use in Massachusetts. (Note 6)
(ff) Contract Endorsement for use in California. (Note 6)
(gg) Contract page 8 for use in Texas. (Note 13)
(hh) Contract page 9 for use in Connecticut. (Note 13)
(ii) Contract page 10 for use in Texas. (Note 13)
(jj) Contract page 11 for use in Texas. (Note 13)
(kk) Contract page 13 for use in Texas. (Note 13)
(ll) Contract page 19 for use in Texas. (Note 13)
(mm) Contract page 12 for use in Texas. (Note 13)
(nn) Contract page 17 for use in Texas. (Note 13)
(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 13)
(7) Not Applicable.
(8) Not Applicable.
(9) Not Applicable.
(10)(a) Application Form for Flexible Premium Variable Life Insurance
Contract. (Note 6)
(b) Supplement to the Application for Flexible Premium Variable Life
Insurance Contract. (Note 6)
(c) Supplement to the Application for Flexible Premium Variable Life
Insurance Contract. (Note 13)
(11) Revised Form of Notice of Withdrawal Right. (Note 6)
(12) Memorandum describing Pruco Life Insurance Company's issuance,
transfer, and redemption procedures for the Contracts pursuant to
Rule 6e-3(T)(b)(12)(ii) and method of computing cash adjustment
upon exercise of right to exchange for fixed-benefit insurance
pursuant to Rule 6e-3(T)(b)(13)(v)(B). (Note 6)
(13)(a) Living Needs Benefit Rider for use in Florida. (Note 13)
(b) Living Needs Benefit Rider for use in all other approved
jurisdictions. (Note 13)

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.

5. Not Applicable.

6. Opinion and Consent of Paul Haley, FSA, CLU, and ChFC, as to actuarial
matters pertaining to the securities being registered. (Note 1)

7. Powers of Attorney. (Note 12)

8. Pruco Life Insurance Company's representations regarding mortality and
expense risks and sales load. (Note 6)

27. Financial Data Schedule (Note 1)

(Note 1) Filed herewith.
(Note 2) Incorporated by reference to Form N-8B-2, Registration No. 2-80513,
filed November 22, 1982, on behalf of the Pruco Life Variable
Insurance Account.
(Note 3) Incorporated by reference to Registrant's Form S-6, filed
July 29, 1985.
(Note 4) Incorporated by reference to Pre-Effective Amendment No. 1 to this
Registration Statement, filed December 13, 1985.
(Note 5) Incorporated by reference to Pre-Effective Amendment No. 2 to this
Registration Statement, filed February 7, 1986.
(Note 6) Incorporated by reference to Post-Effective Amendment No. 1 to this
Registration Statement, filed March 17, 1986.
(Note 7) Incorporated by reference to Post-Effective Amendment No. 2 to this
Registration Statement, filed April 29, 1986.

II-3

<PAGE>

(Note 8) Incorporated by reference to Post-Effective Amendment No. 3 to this
Registration Statement, filed October 23, 1986.
(Note 9) Incorporated by reference to Post-Effective Amendment No. 4 to this
Registration Statement, filed April 27, 1987.
(Note 10) 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 11) Incorporated by reference to Post-Effective Amendment No. 12 to this
Registration Statement, filed April 26, 1990.

(Note 12) Incorporated by reference to Form S-1, Registration No. 33-86780,
filed November 23, 1994 on behalf of the Pruco Life Real Property
Account.

(Note 13) To be filed by Post-Effective Amendment.

II-4

<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 Single Premium Variable Life 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. 19 to the Registration Statement has been signed below by the
following persons in the capacities indicated on this 24th 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/ * *By: /s/ Thomas C. Castano
- ---------------------------------------- -----------------------------
E. Michael Caulfield Thomas C. Castano
Director (Attorney-in-Fact)

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

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

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

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

II-5

<PAGE>

INDEPENDENT AUDITORS' CONSENT

We consent to the use in this Post-Effective Amendment No. 19 to Registration
Statement No. 2-99260 on Form S-6 of Pruco Life Single Premium Variable Life
Account of Pruco Life Insurance Company of our report dated February 10, 1995,
relating to the financial statements of Pruco Life Single Premium Variable Life
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-6

<PAGE>

EXHIBIT INDEX

Consent of Deloitte and Touche LLP, independent auditors. Page II-6

3. Opinion and Consent of Clifford E. Kirsch, as to the legality of
the securities being registered. Page II-8

6. Opinion and Consent of Paul Haley, FSA, CLU, and ChFC, as to
actuarial matters pertaining to the securities being registered. Page II-9

27. Financial Data Schedule Page II-10

II-7

Exhibit 3

April 24, 1995

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

Gentlemen:

In my capacity as Senior Vice President and General Counsel of Pruco Life
Insurance Company ("Pruco Life"), I have reviewed the establishment of Pruco
Life Single Premium Variable Life Account (the "Account") on April 15, 1985 by
the Executive Committee of the Board of Directors of Pruco Life as a separate
account for assets applicable to certain single premium variable life insurance
contracts, pursuant to the provisions of Section 20-651 of the Arizona Insurance
Code. I was 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 2-99260) under the
Securities Act of 1933 for the registration of certain single premium 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-8

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 flexible premium variable life insurance contracts
("Contracts") under the Securities Act of 1933. The prospectus included in
Post-Effective Amendment No. 19 to Registration Statement No. 2-99260 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 face amounts of insurance included in the section
entitled "Some typical face amounts" ("Amount of Life Insurance"),
based on the assumptions stated in the illustrations, are consistent
with the provisions of the Contract.

(2) The illustrations of the death benefits included in the section
entitled "Increase in death benefit due to favorable investment
experience" ("Amount of Life Insurance"), based on the assumptions
stated in the illustrations, are consistent with the provisions of the
Contract.

(3) The illustrations of cash surrender values and death benefits included
in the section entitled "Illustrations", 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 35 or female age 55, than to prospective
purchasers of Contracts on insureds of other ages.

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,

Paul Haley FSA, CLU, ChFC
Vice President
The Prudential Insurance Company of America

II-9

<ARTICLE> 6

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> DEC-31-1994
<INVESTMENTS-AT-COST> $245,680
<INVESTMENTS-AT-VALUE> $254,815
<RECEIVABLES> $3
<ASSETS-OTHER> ($39)
<OTHER-ITEMS-ASSETS> $0
<TOTAL-ASSETS> $254,818
<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> 18,268
<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> $254,779
<DIVIDEND-INCOME> $8,976
<INTEREST-INCOME> $0
<OTHER-INCOME> $5,039
<EXPENSES-NET> $2,814
<NET-INVESTMENT-INCOME> $6,162
<REALIZED-GAINS-CURRENT> $2,449
<APPREC-INCREASE-CURRENT> ($19,057)
<NET-CHANGE-FROM-OPS> ($5,407)
<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> ($18,023)
<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>