PRUCO LIFE INSURANCE CO SINGLE PREMIUM VARIABLE LIFE ACCOUNT
485BPOS, 1999-04-29
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       As filed with the Securities Exchange Commission on April 29, 1999.
    
                                                        Registration No. 2-99260
================================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   ----------
                                    FORM S-6

   
                         Post-Effective Amendment No. 23
    

                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
                                 (888) PRU-2888
          (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)

                                                Copies to:
CHRISTOPHER E. PALMER                           LEE D. AUGSBURGER
SHEA & GARDNER                                  ASSISTANT GENERAL COUNSEL
1800 MASSACHUSETTS AVENUE, N.W.                 THE PRUDENTIAL INSURANCE COMPANY
WASHINGTON, D.C. 20036                            OF AMERICA
                                                751 BROAD STREET
                                                NEWARK, NEW JERSEY  07102-3777
                                   ----------


   
Flexible Premium Variable Life Insurance Contracts.
It is proposed that this filing will become effective (check appropriate space):
[ ] immediately upon filing pursuant to paragraph (b) of Rule 485
[X] on April 30, 1999 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
   25.                             Pruco Life Insurance Company
   26.                             Charges
                                   Pruco Life Insurance Company; The
   27.                             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


                                        i


<PAGE>


N-8B-2 ITEM NUMBER                   LOCATION
- ------------------                   --------
   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
   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


                                       ii


<PAGE>













                                     PART I


                       INFORMATION REQUIRED IN PROSPECTUS




<PAGE>


PROSPECTUS
   
MAY 1, 1999
    
PRUCO LIFE INSURANCE COMPANY                                    DISCOVERY
SINGLE PREMIUM VARIABLE LIFE ACCOUNT                            LIFE
VARIABLE LIFE INSURANCE CONTRACTS                               PLUS
                                                                [LOGO]
   
This prospectus describes the DISCOVERY(R) 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 . You must pay an initial premium
of at least $10,000. (In some cases, the minimum initial premium is more than
$10,000.)

The Contract provides lifetime insurance coverage, as long as you do not
surrender the Contract and as long as the Contract is not in default beyond its
grace period. The Contract also provides a cash surrender value if the Contract
is surrendered during your 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 charges
and the investment performance of the investment options you select. There is no
guaranteed minimum cash surrender value, and if investment performance is poor
for a sufficiently long time, the cash surrender value could decline to zero.

You may invest your premium and its earnings in the following ways: 

o  Invest in one or more of 15 available subaccounts of the Pruco Life Single
   Premium Variable Life Account, each of which invests in a corresponding
   portfolio of The Prudential Series Fund, Inc. (the "Series Fund"). The
   portfolios are listed below.
    

   CONSERVATIVE BALANCED PORTFOLIO     HIGH YIELD BOND PORTFOLIO
   DIVERSIFIED BOND PORTFOLIO          MONEY MARKET PORTFOLIO
   EQUITY PORTFOLIO                    NATURAL RESOURCES PORTFOLIO
   EQUITY INCOME PORTFOLIO             PRUDENTIAL JENNISON PORTFOLIO
   FLEXIBLE MANAGED PORTFOLIO          SMALL CAPITALIZATION STOCK PORTFOLIO
   GLOBAL PORTFOLIO                    STOCK INDEX PORTFOLIO
   GOVERNMENT INCOME PORTFOLIO         ZERO COUPON BOND 2000 AND 2005 PORTFOLIOS
                                     
   
o  Invest in the fixed-rate option, which pays an interest rate periodically
   declared by Pruco Life, in its sole discretion. Any such interest rate will
   never be less than an effective annual rate of 3%.

o  Invest in a real estate investment option. The Pruco Life Variable Contract
   Real Property Account (the "Real Property Account") is a separate account of
   Pruco Life that, through a partnership, invests primarily in income-producing
   real property.

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 describes the Contract generally and the Pruco Life Single
Premium Variable Life Account. The attached prospectus for the Series Fund and
its statement of additional information describe the investment objectives and
the risks of investment in the portfolios. The attached prospectus for the Pruco
Life Variable Contract Real Property Account described the real estate
investment option and the risks of investment in that option. Please read this
prospectus and the attached prospectuses and keep them for future reference.

                                   ----------

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

PRUCO LIFE INSURANCE COMPANY                PRUDENTIAL ANNUITY SERVICE CENTER
   213 Washington Street                             P.O. Box 14215
Newark, New Jersey 07102-2992               New Brunswick, New Jersey 08906-4215
 Telephone: (888) PRU-2888                       Telephone: (888) PRU-2888
*DISCOVERY is a registered mark of Prudential.
 SPVL-1 Ed 5-99
 Catalog No. 6401654
    


<PAGE>

   
                            PROSPECTUS CONTENTS

                                                                            PAGE

GLOSSARY....................................................................   1

INTRODUCTION AND SUMMARY....................................................   2

GENERAL INFORMATION ABOUT PRUCO LIFE INSURANCE COMPANY, PRUCO LIFE SINGLE
PREMIUM  VARIABLE  LIFE  ACCOUNT,   AND  THE  VARIABLE   INVESTMENT  OPTIONS
AVAILABLE UNDER THE CONTRACT................................................   5
   PRUCO LIFE INSURANCE COMPANY.............................................   5
   PRUCO LIFE SINGLE PREMIUM VARIABLE LIFE ACCOUNT..........................   5
   THE PRUDENTIAL SERIES FUND, INC. ........................................   6
   PRUCO LIFE VARIABLE CONTRACT REAL PROPERTY ACCOUNT.......................   7
   THE FIXED-RATE OPTION....................................................   8
   WHICH INVESTMENT OPTION SHOULD BE SELECTED?..............................   8

DETAILED INFORMATION FOR PROSPECTIVE CONTRACT OWNERS........................   9
   REQUIREMENTS FOR ISSUANCE OF A CONTRACT..................................   9
   SHORT-TERM CANCELLATION RIGHT OR "FREE LOOK" ............................   9
   ALLOCATION OF THE PREMIUM PAYMENT........................................   9
   TRANSFERS................................................................  10
   SURRENDERS...............................................................  11
   LOANS....................................................................  11
   CHARGES AND EXPENSES.....................................................  12
   AMOUNT OF LIFE INSURANCE (THE DEATH BENEFIT).............................  15
   LAPSE AND REINVESTMENT...................................................  16
   ADDITIONAL PREMIUM PAYMENTS..............................................  16
   LIVING NEEDS BENEFIT.....................................................  17
   ILLUSTRATIONS OF CASH SURRENDER VALUES, DEATH BENEFITS, AND
   ACCUMULATED PREMIUMS.....................................................  18
   WHEN PROCEEDS ARE PAID...................................................  19
   REPORTS TO CONTRACT OWNERS...............................................  19
   TAX TREATMENT OF CONTRACT BENEFITS.......................................  19
   VOTING RIGHTS............................................................  21
   SALE OF THE CONTRACT AND SALES COMMISSIONS...............................  22
   SUBSTITUTION OF SERIES FUND SHARES.......................................  22
   LEGAL CONSIDERATIONS RELATING TO SEX-DISTINCT PREMIUMS AND BENEFITS......  22
   OTHER GENERAL CONTRACT PROVISIONS........................................  22
   STATE REGULATION.........................................................  23
   EXPERTS..................................................................  23
   LITIGATION...............................................................  23
   YEAR 2000 COMPLIANCE.....................................................  24
   ADDITIONAL INFORMATION...................................................  25
   FINANCIAL STATEMENTS.....................................................  25

DIRECTORS AND OFFICERS......................................................  26
    
FINANCIAL STATEMENTS OF PRUCO LIFE SINGLE PREMIUM VARIABLE LIFE ACCOUNT.....  A1

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


<PAGE>

   
                                  GLOSSARY
    
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 date as the Contract date in each later year.
    

CONTRACT DATE -- The date Pruco Life received the initial premium payment and
certain required documentation.

   
CONTRACT FUND -- The total amount credited to a specific Contract. On any date,
it is equal to the sum of all amounts in the subaccounts, the amountinvested
under the fixed-rate option, the amount invested in the Real Property Account,
and the principal amount and any accrued interest credited with respect to 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".

CONTRACT OWNER -- Unless a different owner is named in the application, the
owner of the contract is the insured.
    

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

   
DEATH BENEFIT. --The amount we will pay upon the death of the insured before the
reduction of any Contract debt and amounts needed to pay charges through the
date of death.
    

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 allocated at a rate declared periodically
in advance.

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

   
PRUCO LIFE INSURANCE COMPANY. -- Us, we, Pruco Life. The company offering the
Contact.
    

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. Eastern Standard time on each day during which
the New York Stock Exchange is open.
    

VARIABLE  INVESTMENT  OPTIONS  --  The  subaccounts  and  the  Real  Property
Account.

   
WE -- Pruco Life Insurance Company.

YOU -- The owner of the Contract.
    


                                        1

<PAGE>


   
                          INTRODUCTION AND SUMMARY

THIS SUMMARY PROVIDES A BRIEF OVERVIEW OF THE MORE SIGNIFICANT ASPECTS OF THE
CONTRACT. YOU WILL FIND FURTHER DETAIL IN THE FOLLOWING SECTIONS OF THIS
PROSPECTUS AND IN THE CONTRACT. THE CONTRACT, WHICH INCLUDES THE APPLICATION
ATTACHED TO IT, CONSTITUTES THE ENTIRE AGREEMENT BETWEEN YOU AND PRUCO LIFE. YOU
SHOULD RETAIN THESE DOCUMENTS.

As you read this prospectus, you should keep in mind that this is a life
insurance contract. Variable life insurance has significant investment aspects
and requires you to make investment decisions. Therefore, it is also a
"security". Securities that are offered to the public must be registered with
the U.S. Securities and Exchange Commission. The prospectus that is part of the
registration statement must be given to all prospective purchasers. A
substantial part of the premium pays for life insurance that will pay a death
benefit to the beneficiary in the event of the insured's death. This death
benefit generally far exceeds your total premium payment. You should not buy
this contract unless the primary reason for the purchase is to provide life
insurance protection.

BRIEF DESCRIPTION OF THE CONTRACT

The Contract is a form of variable life insurance. It is based on a Contract
Fund, the value of which changes every business day. The chart below describes
how the value of your Contract Fund changes.

You can purchase this contract by making an initial premium payment. The minimum
initial payment is $10,000. For insureds aged 76 through 85 the minimum initial
payment is $50,000. You decide the amount of the initial premium (as long as it
meets the minimum requirement) and from this we determine the initial amount of
life insurance. Although the Contract will begin to vary immediately to reflect
the investment results, the amount of life insurance will ordinarily not change
for several years. The amount of life insurance may not change at all. If
investment results are sufficiently favorable the amount of insurance will
eventually increase.

You may invest your premium in one or more of the 15 available subaccounts, a
real estate investment option or in the fixed-rate option. The amount invested
will be your initial premium payment minus any charge for taxes attributable to
premiums. Your Contract Fund value changes every day depending upon the change
in the value of the particular investment options that you have selected.

Although the value of your Contract Fund will increase if there is favorable
investment performance in the subaccounts you select, there is a risk that
investment performance will be unfavorable and that the value of your Contract
Fund will decrease. The risk will be different, depending upon which investment
options you choose. See WHICH INVESTMENT OPTION SHOULD BE SELECTED?, page 9. If
you select the fixed-rate option, we credit your account with a declared rate or
rates of interest but you assume the risk that the rate may change.

You may surrender the Contract in full and receive the cash surrender value.
Partial surrenders and contract splits are not permitted. You may borrow against
the value of your Contract. See LOANS, page 12.

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.

CHARGES

The following chart outlines the components of your Contract Fund and the
adjustments which may be made including the maximum charges which may be
deducted from your premium payment and from the amounts held in the designated
investment options. These charges are largely designed to cover insurance costs
and risks as well as sales and administrative expenses. The maximum charges
shown in the chart, as well as the current lower charges, are fully described
under CHARGES AND EXPENSES, page 13.
    


                                        2

<PAGE>


   
           -----------------------------------------------------------
                                 PREMIUM PAYMENT
           -----------------------------------------------------------

                --------------------------------------------------
                o  Less charge for taxes attributable to premiums.
                   (Under certain circumstances, this charge may 
                   be reduced or eliminated, see Charges and 
                   Expenses, page 12).
               --------------------------------------------------

- -------------------------------------------------------------------------------
                           INVESTED PREMIUM AMOUNT
- -------------------------------------------------------------------------------
   o  To be invested in one or a combination of:
      o  15 investment portfolios of the Series Fund.
      o  The Real Property Account.
      o  The Fixed Rate Option.
- -------------------------------------------------------------------------------

- -------------------------------------------------------------------------------
                                CONTRACT FUND
- -------------------------------------------------------------------------------
   On the Contract Date, the Contract Fund is equal to the invested premium
   amount minus any of the charges described below which may be due on that
   date. Thereafter, the value of the Contract Fund changes daily.
- -------------------------------------------------------------------------------

- -------------------------------------------------------------------------------
                  PRUCO LIFE ADJUSTS THE CONTRACT FUND FOR:
- -------------------------------------------------------------------------------
   o  Addition of any increase due to investment results of the chosen
      subaccounts.

   o  Addition of guaranteed interest at an effective annual rate of 3% (plus
      any excess interest if applicable) on the portion of the Contract Fund
      allocated to the fixed-rate option.

   o  Addition of guaranteed interest at an effective annual rate of either 5.5%
      or 4% on the amount of any Contract loan. (Separately, interest charged on
      the loan accrues at an effective annual rate of 6%. See LOANS, page 12.)

   o  Subtraction of any decrease due to investment results of the chosen
      subaccounts.

   o  Addition of any new invested premium amounts. (Additional premiums may be
      paid daily, in limited circumstances.)

   o  Subtraction of the charges listed below, as applicable.
- -------------------------------------------------------------------------------

- -------------------------------------------------------------------------------
                                DAILY CHARGES
- -------------------------------------------------------------------------------
   o  ADMINISTRATIVE EXPENSE CHARGE - We deduct a daily administrative expense
      charge, equivalent to an annual rate of 0.35% from the variable investment
      options.

   o  MORTALITY AND EXPENSE RISK CHARGE - We deduct a daily mortality and
      expense risk charge, equivalent to an annual rate of 0.9 % from the
      variable investment options.

   o  MANAGEMENT FEES AND EXPENSES - We deduct these fees and expenses from the
      Series Fund and Real Property Account assets.
- -------------------------------------------------------------------------------

- -------------------------------------------------------------------------------
                               MONTHLY CHARGES
- -------------------------------------------------------------------------------
   o  INSURANCE PROTECTION CHARGE - We generally deduct an amount equal to 0.05%
      of the contract fund per month If the contract fund falls so low that
      making a monthly charge of 0.05% is 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  During the first six years, we will assess a contingent deferred sales
      charge if the contract is surrendered. The maximum contingent sales charge
      during the first year is 9% of the amount credited under the contract.
      This charge is decreased by 1% each year until the sixth year when it
      equals 4% of the amount credited under the contract. We do not assess a
      charge after the sixth year. This charge will never be greater than 9% of
      your initial premium payment.
- -------------------------------------------------------------------------------
    


                                        3
<PAGE>

REFUND

   
For a limited time, you may return your contract for a refund in accordance with
the terms of its free-look provision. See SHORT-TERM CANCELLATION RIGHT or "FREE
LOOK", page 10.

For the definition of special terms used in this prospectus, see GLOSSARY, page
2.

THE REPLACEMENT OF LIFE INSURANCE IS GENERALLY NOT IN YOUR BEST INTEREST. IN
MOST CASES, IF YOU REQUIRE ADDITIONAL COVERAGE, THE BENEFITS OF THE EXISTING
CONTRACT CAN BE PROTECTED BY PURCHASING ADDITIONAL COVERAGE OR A SUPPLEMENTAL
CONTRACT. IF YOU ARE CONSIDERING REPLACING A CONTRACT, YOU SHOULD COMPARE THE
BENEFITS AND COSTS OF SUPPLEMENTING YOUR EXISTING CONTRACT WITH THE BENEFITS AND
COSTS OF PURCHASING THE CONTRACT DESCRIBED IN THIS PROSPECTUS AND YOU SHOULD
CONSULT WITH A QUALIFIED TAX ADVISER.

THIS PROSPECTUS MAY ONLY BE OFFERED IN JURISDICTIONS IN WHICH THE OFFERING IS
LAWFUL. NO PERSON IS AUTHORIZED TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH
THIS OFFERING OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, IN THE PROSPECTUSES
AND STATEMENT OF ADDITIONAL INFORMATION FOR THE SERIES FUND AND THE PROSPECTUS
FOR THE PRUCO LIFE VARIABLE CONTRACT REAL PROPERTY ACCOUNT.
    


                                        4


<PAGE>


                      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. Pruco Life is a wholly-owned subsidiary of The
Prudential Insurance Company of America ("Prudential"), a mutual insurance
company founded in 1875 under the laws of the State of New Jersey. Prudential is
currently considering reorganizing itself into a publicly traded stock company
through a process known as "demutualization." On February 10, 1998, the
Company's Board of Directors authorized management to take the preliminary steps
necessary to allow the Company to demutualize. On July 1, 1998, legislation was
enacted in New Jersey that would permit this conversion to occur and that
specified the process for conversion. Demutualization is a complex process
involving development of a plan of reorganization, adoption of a plan by the
Company's Board of Directors, a public hearing, voting by qualified
policyholders and regulatory approval, all of which could take two or more years
to complete. Prudential's management and Board of Directors have not yet
determined to demutualize and it is possible that, after careful review,
Prudential could decide not to go public.

The plan of reorganization, which hasn't been developed and approved, would
provide the criteria for determining eligibility and the methodology for
allocating shares or other consideration to those who would be eligible.
Generally, the amount of shares or other consideration eligible customers would
receive would be based on a number of factors, including the types, amounts and
issue years of their policies. As a general rule, owners of Prudential-issued
insurance policies and annuity contracts would be eligible, while mutual fund
customers and customers of the Company's subsidiares, such as the Pruco Life
insurance companies, would not be. It has not yet been determined whether any
exceptions to that general rule will be made with respect to policyholders and
contractowners of Prudential's subsidiaries.

As of December 31, 1998, Prudential has invested over $442 million in Pruco Life
in connection with Pruco Life's organization and operation. Prudential may make
additional capital contributions to Pruco Life as needed to enable it to meet
its reserve requirements and expenses. 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 B-1 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 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. Pruco Life will consider any possible adverse impact the
transfer might have on the Account before making any such transfer.
    
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


                                        5
<PAGE>

   
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. Currently, you may invest in one or a combination of 15
subaccounts within the Account, each of which invests in a single corresponding
portfolio of the Series Fund. We may add additional subaccounts in the future.
The Account's financial statements begin on page A-1.
    

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. The Series
Fund has 15 separate portfolios. The following is a list of those portfolios and
their investment objectives. 

o  CONSERVATIVE BALANCED PORTFOLIO - The investment objective is a total
   investment return consistent with a conservatively managed diversified
   portfolio. The portfolio invests in a mix of equity securities, debt
   obligations and money market instruments.

o  DIVERSIFIED BOND PORTFOLIO - The investment objective is a high level of
   income over a longer term while providing reasonable safety of capital. The
   portfolio invests primarily in higher grade debt obligations and high quality
   money market investments.

o  EQUITY PORTFOLIO - The investment objective is capital appreciation. The
   portfolio invests primarily in common stocks of major established
   corporations as well as smaller companies that offer attractive prospects of
   appreciation.

o  EQUITY INCOME PORTFOLIO - The investment objective is both current income and
   capital appreciation. The portfolio invests primarily in common stocks and
   convertible securities that provide good prospects for returns above those of
   the Standard & Poor's 500 Composite Stock Price Index (the "S&P 500 Index")
   or the NYSE Composite Index.

o  FLEXIBLE MANAGED PORTFOLIO - The investment objective is a total investment
   return consistent with an aggressively managed diversified portfolio. The
   portfolio invests in a mix of equity securities, debt obligations and money
   market instruments.

o  GLOBAL PORTFOLIO - The investment objective is long-term growth of capital.
   The portfolio invests primarily in common stocks (and their equivalents) of
   foreign and U.S. companies.

o  GOVERNMENT INCOME PORTFOLIO - The investment objective is a high level of
   income over the longer term consistent with the preservation of capital. The
   portfolio invests primarily in U.S. Government securities, including
   intermediate and long-term U.S. Treasury securities and debt obligations
   issued by agencies or instrumentalities established by the U.S. government.

o  HIGH YIELD BOND PORTFOLIO - The investment objective is a high total return.
   The portfolio invests primarily in high yield/high risk debt securities.

o  MONEY MARKET PORTFOLIO - The investment objective is maximum current income
   consistent with the stability of capital and the maintenance of liquidity.
   The portfolio invests in high quality short-term debt obligations that mature
   in 13 months or less.

o  NATURAL RESOURCES PORTFOLIO - The investment objective is long-term growth of
   capital. The portfolio invests primarily in common stocks and convertible
   securities of natural resource companies and securities that are related to
   the market value of some natural resource.

o  PRUDENTIAL JENNISON PORTFOLIO - The investment objective is to achieve
   long-term growth of capital. The portfolio invests primarily in equity
   securities of major established corporations that offer above-average growth
   prospects.

o  SMALL CAPITALIZATION STOCK PORTFOLIO - The investment objective is long-term
   growth of capital. The portfolio invests primarily in equity securities of
   publicly-traded companies with small market capitalization.

o  STOCK INDEX PORTFOLIO - The investment objective is investment results that
   generally correspond to the performance of publicly-traded common stocks. The
   portfolio attempts to duplicate the price and yield performance of the
   Standard & Poor's 500 Composite Stock Index (the "S&P 500 Index").

o  TWO ZERO COUPON BOND PORTFOLIOS - 2000 AND 2005 - The investment objective of
   these two portfolios is the highest predictable compound investment for a
   specific period of time, consistent with the safety of invested capital. The
   portfolio invests primarily in debt obligations of the U.S. Treasury and
   corporations that have been
    

                                        6
<PAGE>

   
   issued without interest coupons or have been stripped to their interest
   coupons, or have interest coupons that have been stripped from the debt
   obligations.

Prudential is the investment advisor for the assets of each of the portfolios
within the Series Fund. Prudential's principal business address is 751 Broad
Street, Newark, New Jersey 07102-3777. Prudential has a Service Agreement with
its wholly-owned subsidiary Prudential Investment Corporation ("PIC"), which
provides that, subject to Prudential's supervision, PIC will furnish investment
advisory services in connection with the management of the Series Fund. In
addition, Prudential has entered into a Subadvisory Agreement with its
wholly-owned subsidiary Jennison Associates Capital Corp. ("Jennison"), under
which Jennison furnishes investment advisory services in connection with the
management of the Prudential Jennison Portfolio. For more information, see the
attached Series Fund prospectus and the Series Fund's statement of additional
information.

As an investment advisor, Prudential charges the Series Fund a daily investment
management fee as compensation for its services. In addition to the investment
management fee, each portfolio incurs certain expenses such as accounting and
custodian fees. These fees and expenses are listed in the table in the
DEDUCTIONS FROM PORTFOLIOS section of page 13, and are more fully described in
the attached prospectus for the Series Fund.

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 that 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. Material conflicts could
result from such things as: 
    
o  changes in state insurance law;

o  changes in federal income tax law;

o  changes in the investment management of any portfolio of the Series Fund; or

o  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, RESTRICTIONS, EXPENSES, INVESTMENT RISKS, AND ALL OTHER ASPECTS OF ITS
OPERATION IS CONTAINED IN THE ATTACHED PROSPECTUS FOR THE SERIES FUND AND IN ITS
STATEMENT OF ADDITIONAL INFORMATION, WHICH SHOULD BE READ IN CONJUNCTION WITH
THIS PROSPECTUS. THERE IS NO ASSURANCE THAT THE INVESTMENT OBJECTIVES WILL BE
MET.
    

PRUCO LIFE VARIABLE CONTRACT REAL PROPERTY ACCOUNT

The Pruco Life Variable Contract Real Property Account (the "Real Property
Account") is a separate account of Pruco Life that, through a general
partnership formed by 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
Prudential, under which Prudential selects the properties and other investments
held by the partnership. 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 IF YOU ARE CONSIDERING THE REAL PROPERTY ACCOUNT AS AN
INVESTMENT OPTION. THERE IS NO ASSURANCE THAT THE INVESTMENT OBJECTIVES WILL BE
MET.
    

                                        7
<PAGE>

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 SEC HAS NOT REVIEWED THE DISCLOSURE
IN THIS PROSPECTUS RELATING TO THE FIXED-RATE OPTION. ANY INACCURATE OR
MISLEADING DISCLOSURE REGARDING THE FIXED-RATE OPTION MAY, HOWEVER, SUBJECT
PRUCO LIFE AND ITS OFFICERS TO CIVIL LIABILITY IF THAT RESULTS IN ANY DAMAGE.

You may elect to allocate, either initially or by transfer, all or part of the
amount credited under the contract to a fixed-rate option.This amount becomes
part of Pruco Life's general account. The general account 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 assets
of the general account, and you 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, you will be
advised of the interest rates that currently apply to your Contract.

Transfers from the fixed-rate option are subject to strict limits. See
TRANSFERS, page 11. 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 20. For contracts issued in Texas, the fixed-rate option is not available.
    

WHICH INVESTMENT OPTION SHOULD BE SELECTED?

   
Historically, for investments held over relatively long periods, the investment
performance of common stocks has generally been superior to that of short or
long-term debt securities, even though common stocks have been subject to much
more dramatic changes in value over short periods of time. Accordingly,
portfolios such as the Stock Index, Equity Income, Equity, Prudential Jennison,
Small Capitalization Stock or Global may be desirable options if you are willing
to accept such volatility in your Contract values. Each of these equity
portfolios involves different policies and investment risks.

You may prefer the somewhat greater protection against loss of principal (and
reduced chance of high total return) provided by the Diversified Bond,
Government Income or Zero Coupon Bond Portfolios. Or, you may want even greater
safety of principal and may prefer the Money Market Portfolio or the fixed-rate
option, recognizing that the level of short-term rates may change rather
rapidly. If you are willing to take risks and possibly achieve a higher total
return, you may prefer the High Yield Bond Portfolio, recognizing that the risks
are greater for lower quality bonds with higher yields. You may choose to
allocate a portion of your investment to specialized investment options, such as
the Natural Resources Portfolio and the Real Property Account. You may wish to
divide your invested premium among two or more of the investment options. You
may wish to obtain diversification by relying on Prudential's judgment for an
appropriate asset mix by choosing the Conservative Balanced or Flexible Managed
Portfolio.

Your choice should take into account how willing you are to accept investment
risks, how your other assets are invested, and what investment results you may
experience in the future. You should consult your Prudential representative from
time to time about the choices available to you under the Contract. Prudential
recommends AGAINST frequent transfers among the several options. Experience
generally indicates that "market timing" investing, particularly by
non-professional investors, is likely to prove unsuccessful.
    

                                        8
<PAGE>

              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. Pruco Life requires evidence of insurability, which may include a
medical examination, before issuing any contract. We will only issue the
contract on insureds who are classified as standard risks following Pruco Life's
regular underwriting process. If we do not approve your application, because the
current underwriting requirements are not met, we will promptly return your
premium payment. The Company reserves the right to change these requirements on
a non-discriminatory basis.
    
SHORT-TERM CANCELLATION RIGHT OR "FREE LOOK"
   
Generally, you can return a contract for a refund

o  within 10 days after you receive it,

o  within 45 days you sign Part I of the application or
    
o  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. You can request a refund by mailing or delivering the
contract to the representative who sold it or to the Prudential Annuity Service
Center specified in the contract. If you return the contract according to this
provision it shall be deemed void from the beginning. You will then receive a
refund of all premium payments made, plus or minus any change due to investment
experience. If applicable law so requires, the contractowner who exercises his
or her short-term cancellation right will receive a refund of all premium
payments made, with no adjustment for investment experience.
    
CONTRACT DATE
   
The Contract date will be the date we receive the initial payment and the
completed application in the Prudential Annuity Service Center. On the Contract
date, the amount credited under the Contract will begin to vary with the
investment results of the variable investment options that you have chosen or
the declared interest rate, if you have selected the fixed-rate option. Your
insurance protection begins on the Contract date. Your Contract date is listed
on your Contract.
    
ALLOCATION OF THE PREMIUM PAYMENT
   
You determine how the initial premium payment, after the deduction for any taxes
attributable to premiums, will be allocated among the subaccounts, the
fixed-rate option, and the Real Property Account. You 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 if you 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. Automatic monthly transfers must be
at least 3% of the amount INITIALLY allocated to the Dollar Cost Averaging
account (that is, if $10,000 is INITIALLY ALLOCATED the minimum monthly transfer
is $300), 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 account.
    

                                        9
<PAGE>

   
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 (NYSE) is open
on that date. If the NYSE is not open on the Monthly date, the transfer will
take effect as of the end of the valuation period on the next day that the NYSE
is open. If the Monthly date does not occur in a particular month (e.g.,
February 30), the transfer will take effect as of the end of the valuation
period on the last day of the month that the NYSE is open. Automatic monthly
transfers will continue until the amount designated for Dollar Cost Averaging
has been transferred, or until you give notification of a change in allocation
or cancellation of the account. Currently, there is no charge for using the
Dollar Cost Averaging account.
    
TRANSFERS
   
You may, at least four times each Contract year, transfer amounts from one
subaccount to another subaccount, to the fixed-rate option, or to the Real
Property Account. We are not currently enforcing this limit, however, we may do
so in the future if it becomes necessary due to excessive transfer activity. The
amount you transfer from any one subaccount must be at least $300 (unless the
subaccount balance is less than $300, in which case you may transfer the entire
balance).

A transfer will take effect as of the end of the valuation period in which a
proper transfer request is received at the Prudential Annuity Service Center.
You may transfer amounts by proper written notice to the Prudential Annuity
Service Center, or by telephone, provided you are enrolled to use the Telephone
Transfer System. You will automatically be enrolled to use the Telephone
Transfer System unless the contract is jointly owned or you elect not to have
this privilege. Telephone transfers are not available if Pruco Life has received
proper notice that the contract is assigned. See ASSIGNMENT, page 23.

We will use reasonable procedures, such as asking you to provide certain
personal information provided on your application for insurance, to confirm that
instructions given by phone are genuine. We will not be held liable for
following telephone instructions we reasonably believe to be genuine. Pruco Life
cannot guarantee that you will be able to get through to complete a transfer
during peak periods such as periods of drastic economic or market change.

In addition, you may transfer the entire amount of the contract fund in the
subaccounts to the fixed-rate option at any time. If you wish to convert your
contract to a fixed-benefit contract you must request a complete transfer of
funds to the fixed-rate option and you should also change your allocation
instructions regarding any future premiums. The fixed-rate option is not
available for contracts issued in Texas. However, for contracts issued in Texas,
you may convert your 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 you direct that it be transferred to another
subaccount. 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
only 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: 

o  25% of the amount in the fixed-rate option and

o  $5,000.

If we receive a proper request to transfer from the fixed-rate option before the
Contract anniversary, we will process the transfer request as of the Contract
anniversary. If we receive a proper transfer request during the 30-day period
after the Contract anniversary, we will process the transfer request as of the
end of the valuation period in which the request is received at the Prudential
Annuity Service Center. We may change these limits and procedures in the future.
    
Transfers to and from the Real Property Account are subject to restrictions
described in a separate prospectus for that investment option.


                                       10
<PAGE>

The contract was not designed for professional market timing organizations or
other organizations or individuals using programmed, large or frequent
transfers. A pattern of exchanges that coincides with a "market timing" strategy
may be disruptive to the Account and the Series Fund and will be discouraged. If
such a pattern were to be found, Pruco Life may be required to modify the
transfer procedures, including but not limited to, not accepting transfer
requests of an agent acting under a power of attorney on behalf of more than one
owner.

SURRENDERS
   
You 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). Partial surrenders and contract splits are not permitted. To
surrender a contract, we may require you to deliver or mail it, together with a
written request in a form that meets our needs, to the Prudential Annuity
Service Center. We will determine the cash surrender value of the contract as of
the end of the valuation period during which proper notice is received at the
Prudential Annuity Service Center. See WHEN PROCEEDS ARE PAID, page 20.
Surrender of the Contract may have tax consequences. See TAX TREATMENT OF
CONTRACT BENEFITS, page 20.
    
LOANS
   
You may borrow from Pruco Life an amount up to the "loan value" of the contract
using only the contract as security for the loan. Your Contract provides that
loans will be made only on or after your first contract anniversary. However, as
an administrative practice, we currently allow you to make a loan during your
first contract year. We may change this practice. The loan value of your
contract is 90% of an amount equal to your contract fund, reduced by any charges
due upon surrender. However, as an administrative practice, we currently allow
you to borrow up to 100% of the portion of your 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. We may change this practice. Loans will be treated as distributions
for tax purposes. See TAX TREATMENT OF CONTRACT BENEFITS, page 20.

Interest charged on a loan is accrued daily. Interest is due on each Contract
anniversary or when the loan is paid back, whichever comes first. If interest is
not paid when due, it will become part of the loan and we will charge interest
on it too. We charge interest at an effective annual rate of 6%.

When you make a loan, an amount equal to the loan proceeds will be transferred
out of your investment options. We will generally reduce the amount invested in
each investment option 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. The amount transferred out of the investment options continues to
be part of your Contract fund. It will be credited daily with interest at an
effective annual rate of either 4% or 5.5%. We determine the rate or rates
applicable to your Contract in the following way. 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%. So the net cost of the loan to you 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.

Any Contract debt will directly reduce a Contract's cash surrender value and
will be subtracted from the death benefit to determine the amount payable. In
addition, even if the loan is fully repaid, it may have an effect on future
death benefits because the investment results of the selected investment options
will apply only to the amount remaining invested under those options. The longer
the loan is outstanding, the greater the effect is likely to be. 
    

                                       11
<PAGE>

   
The effect could be favorable or unfavorable. If investment results are greater
than the rate being credited on the amount of the loan while the loan is
outstanding, values under the Contract will not increase as rapidly as they
would have if no loan had been made. If investment results are below that rate,
Contract values will be higher than they would have been had no loan been made.

In addition, you should note 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 MONTHLY DEDUCTION FROM CONTRACT FUND, page 15) is not
reduced when you make a contract loan but the amount in the subaccount[s] from
which the charges are deducted is reduced by the amount of the loan.

When you repay all or part of a loan, we will increase the portion of the
Contract fund in the investment options by the amount of the loan you repay. If
loan interest is paid when due, it will not change the portion of the Contract
fund allocated to the investment options.
    

CHARGES AND EXPENSES
   
This section provides a detailed description of each charge that is described
briefly in the chart on page 4, and an explanation of the purpose of the charge.
    
DEDUCTION FROM PREMIUM PAYMENTS.
   
We will deduct the amount of premium-based taxes applicable to your Contract
from the initial premium payment. These taxes vary from state to state and also
vary in some states by municipalities and counties. The tax rates in those
jurisdictions that impose a tax generally range from 0.75% to 5% (but in some
instances may exceed 5%). The amount remaining after the deduction of premium
taxes is allocated to the investment option[s] as you direct. However, if 

o  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
    
o  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,
   
we 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. 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
you direct. During 1998, 1997, and 1996, Pruco Life received a total of
approximately $-0-, $-0-, and $1,442, respectively, in charges for payment of
premium taxes.

DEDUCTIONS FROM PORTFOLIOS

Subject to certain caps and offsets, the charges and expenses of the Series Fund
are indirectly borne by the Contract owners. The Account purchases shares of the
Series Fund at net asset value. The net asset value of those shares reflects
investment management fees and expenses already deducted from the assets of the
Series Fund. More detailed information is contained in the attached prospectus
for the Series Fund 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.

The total expenses of each portfolio for the year 1998 expressed as a percentage
of the average assets during the year are shown below:
    

                                       12
<PAGE>

   
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------
                                                    Other Expenses    Total Expenses
                                     Investment     (after expense    (after expense
Portfolio                           Advisory Fee    reimbursement)*   reimbursement)
- ---------------------------------------------------------------------------------------
<S>                                      <C>             <C>               <C>   
MONEY MARKET PORTFOLIO                   0.40%             0%*             0.40%*
DIVERSIFIED BOND PORTFOLIO               0.40%             0%*             0.40%*
GOVERNMENT INCOME PORTFOLIO              0.40%           0.03%             0.43%
ZERO COUPON BOND PORTFOLIO 2000          0.40%             0%*             0.40%*
ZERO COUPON BOND PORTFOLIO 2005          0.40%             0%*             0.40%*
CONSERVATIVE BALANCED PORTFOLIO          0.55%             0%*             0.40%*
FLEXIBLE MANAGED PORTFOLIO               0.60%             0%*             0.40%*
HIGH YIELD BOND PORTFOLIO                0.55%           0.03%             0.58%
STOCK INDEX PORTFOLIO                    0.35%           0.02%             0.37%
EQUITY INCOME PORTFOLIO                  0.40%           0.02%             0.42%
EQUITY PORTFOLIO                         0.45%             0%*             0.40%*
PRUDENTIAL JENNISON PORTFOLIO            0.60%           0.03%             0.63%
SMALL CAPITALIZATION STOCK PORTFOLIO     0.40%           0.07%             0.47%
GLOBAL PORTFOLIO                         0.75%           0.11%             0.86%
NATURAL RESOURCES PORTFOLIO              0.45%           0.04%             0.49%
- ---------------------------------------------------------------------------------------
</TABLE>
    
*  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., in which the Account previously invested. For the Money Market,
   Diversified Bond, Zero Coupon Bond Portfolio 2000, Zero Coupon Bond Portfolio
   2005, Conservative Balanced, Flexible Managed, and Equity Portfolios, Pruco
   Life will make daily adjustments that will offset the effect on contract
   owners of any higher investment management fees and expenses charged against
   the Series Fund. 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 0.41% for the Money Market Portfolio, 0.42% for the Diversified
Bond Portfolio, 0.62% for the Zero Coupon Bond Portfolio 2000, 0.61% for the
Zero Coupon Bond Port-folio 2005, 0.57% for the Conservative Balanced Portfolio,
0.61% for the Flexible Managed Portfolio, and 0.47% for the Equity Portfolio in
1998. 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.

DAILY DEDUCTION FROM THE CONTRACT FUND

We impose a charge for the expenses we incur 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. We deduct this charge daily from the assets of each of the
variable investment options, in an amount equivalent to an effective annual rate
of up to 0.35% (.00095723%, daily). During 1998, 1997 and 1996, Pruco Life
received a total of approximately $1,076,663, $1,033,988, and $974,407,
respectively, in annual administrative charges under the Contracts. We guarantee
that we will not increase this charge above an effective annual rate of 0.35%
over the life of the Contract.

We charge for assuming the risk that our 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
1998, 1997, and 1996, Pruco Life received a total of approximately $2,761,039,
$2,651,601, and $2,498,810, respectively, in mortality and expense risk charges
under the Contracts.
    

                                       13
<PAGE>

   
MONTHLY DEDUCTION FROM CONTRACT FUND

Immediately after your Contract is issued the amount of insurance payable upon
your death (the face amount) will be substantially higher than the initial
premium payment. As you grow 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 your death will
become smaller. But the death benefit will always be higher than the Contract
Fund. To enable us to pay this additional amount, we make a monthly charge
commencing on the Contract date. 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 we have 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. 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 we 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 there was a substantial market drop) in order to bring
about an increase in the insurance charge.

SURRENDER CHARGE

A contingent deferred sales charge may be imposed upon surrender of this
contract. This charge compensates us 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.
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
six. 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 1998, 1997, and
1996, Pruco Life received a total of approximately $28,197, $33,566, and
$177,363, respectively, in sales charges on surrenders of the Contracts.

OTHER INFORMATION ABOUT CHARGES

As you can see 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 our standards for elimination or reduction of the premium tax
charge as explained above. Thereafter, assuming a total Series Fund expense
ratio of 0.47% (taking into account any applicable offsets described under THE
PRUDENTIAL SERIES FUND, INC. on page 7), 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 2.32% to 2.37% lower than the gross investment
return of the underlying portfolio of the Series Fund in which the assets held
under the Contract are invested.
    

                                       14
<PAGE>

   
The account is not a separate taxpayer for purposes of the Internal Revenue
Code. The earnings of the account are taxed as part of the operations of Pruco
Life. No charge is currently being made against the Account for company federal
income taxes (excluding any charge for taxes attributable to premiums). We 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 company federal
income taxes that would be attributable to the Account.
    
Under current law, Pruco Life may incur state and local taxes (in addition to
premium-based taxes) in several states. At present, these taxes are not
significant and they are not charged against the account. If there is a material
change in the 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.
   
AMOUNT OF LIFE INSURANCE (THE DEATH BENEFIT)

As stated earlier, when we issue the contract, we will determine the initial
amount of life insurance based on the amount of the initial premium payment.
That amount will be shown on the cover page of the contract and is called the
"face amount". We calculate the face amount 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 death of the insured...the death benefit...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. However, 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%.

         -------------------------------------------------------------
           AGE OF          FACE AMOUNT             FACE AMOUNT
          INSURED          FOR $10,000             FOR $50,000
           ON THE            PREMIUM                 PREMIUM
          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 23.

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. The latter
ensures that the contract will always have a death benefit large enough to be
treated as life insurance for tax purposes under current law. Representative
multiples for insureds are shown in the table below.


                                       15
<PAGE>

             ------------------------------------------------------------
                                     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 age 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 $123,049 due to a gross return in the selected Series Fund
portfolios of 12%, the death benefit payable will be $196,879 at the end of 20
years, based on the 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 23.
    
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 you a notice of default setting forth
the payment necessary to keep the contract in force. This payment must be
received at the Prudential Annuity Service Center within the 61 day grace period
after the notice of default is mailed or the contract will lapse and have no
value. A contract that lapses with an outstanding contract loan may have tax
consequences. See TAX TREATMENT OF CONTRACT BENEFITS on page 20.
    
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, you may be allowed the
option of paying additional premium payments in order to increase your 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. Upon request, we will tell you whether an additional
premium payment can be made and its maximum amount. If 
    

                                       16
<PAGE>

   
you make an additional premium payment, the amount of that payment, less any
applicable premium taxes, will increase the contract fund but not the death
benefit. These premium payments will not increase the maximum possible deferred
sales charge. We will not accept an additional premium payment if it would,
through the application of the multiples shown on page 17, 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
   
You may elect to add the Living Needs BenefitSM to your Contract at the time of
issue, provided we receive satisfactory evidence of insurability. The benefit
may vary state-by-state. It 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 you 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. You should consult with a
Pruco Life representative to determine 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 you as a Living Needs Benefit. You may:
    
o  elect to receive the benefit in a single sum or

o  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
you as a Living Needs Benefit. You may:
    
o  elect to receive the benefit in a single sum or

o  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.

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 to the extent regulatory approval has
been obtained. If you want this benefit, it 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.
    

                                       17
<PAGE>

   
No benefit will be payable if you are 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 you , and
the adjusted premium payments that would be in effect if less than the entire
death benefit is accelerated.

You should consider whether adding this settlement option is appropriate in your
situation. Adding the Living Needs Benefit to the contract has no adverse
consequences; however, electing to use it could. With the exception of certain
business-related policies, the Living Needs Benefit is excluded from income if
the insured is terminally ill or chronically ill as defined in the tax law
(although the exclusion in the latter case may be limited). You should consult
with a qualified tax adviser before electing to receive this benefit. Receipt of
a Living Needs Benefit payment may also affect your eligibility for certain
government benefits or entitlements.
    
ILLUSTRATIONS OF CASH SURRENDER VALUES, DEATH BENEFITS, AND ACCUMULATED PREMIUMS
   
The following four tables have been prepared to show you 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 0.47%, 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 0.47% 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 -1.72%,
2.28%, 6.28%, and 10.28%.

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 MONTHLY DEDUCTION FROM CONTRACT FUND, page 14. 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.

If you are considering the purchase of a variable life insurance contract from
another insurance company, you 
    

                                       18
<PAGE>

   
should not rely upon these tables for comparison purposes. A comparison between
two tables, each showing values for a 35 year old man, may be useful for a 35
year old man but would be inaccurate if made for insureds of other ages or sex.
Your Pruco Life representative can provide you with a hypothetical illustration
for your own age and sex. You can obtain an illustration using a premium amount
other than those shown in this prospectus. You may use assumed gross returns
different than those shown in the tables, although currently they may not be
higher than 12%.
    
WHEN PROCEEDS ARE PAID
   
Pruco Life will generally pay any death benefit, cash surrender value or loan
proceeds within 7 days after receipt at the Prudential Annuity Service Center 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 NYSE is closed for other than a regular holiday or
weekend, trading is restricted by the SEC or the SEC declares an emergency.
    
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, you will be sent statements that provide certain
information pertinent to your contract. These statements detail values and
transactions made and specific contract data that apply only to each particular
contract. On request, you 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.

You will be sent annual and semi-annual reports of the Series Fund showing the
financial condition of the portfolios and the investments held in each.
    
If a single individual or company invests in the Series Fund through more than
one variable insurance contract, then the individual or company will receive
only one copy of each annual and semi-annual report issued by the Series Fund.
However, if such individual or company wishes to receive multiple copies of any
such report, a request may be made by calling the toll-free telephone number
listed on the cover page of this prospectus.

TAX TREATMENT OF CONTRACT BENEFITS

INTRODUCTION.
   
This summary provides general information on the federal income tax treatment of
the contract. It is not a complete statement of what the federal income taxes
will be in all circumstances. It is based on current law and interpretations,
which may change. It does not cover state taxes or other taxes. It is not
intended as tax advice. You should consult your own qualified tax adviser for
complete information and advice.
    
TREATMENT AS LIFE INSURANCE.
   
This contract must meet certain requirements to qualify as life insurance for
tax purposes. These requirements include certain definitional tests and rules
for diversification of the contract's investments.
    

                                       19
<PAGE>

We believe we have taken adequate steps to insure that the contract qualifies as
life insurance for tax purposes. Generally speaking this means that:
   
o  you will not be taxed on the growth of the investment option in the contract,
   unless you receive a distribution from the contract.
    
o  the contract's death benefit will be tax free to your beneficiary.

Although we believe that the contract should qualify as life insurance for tax
purposes, there are some uncertainties, particularly because the Secretary of
the Treasury has not yet issued permanent regulations that bear on this
question. Accordingly, we reserve the right to make changes, which will be
applied uniformly to all Contract owners after advance written notice, that we
deem necessary to insure that the contract will qualify as life insurance.

PRE-DEATH DISTRIBUTIONS.

The contract is modified endowment contract under federal tax law. This means
that:
   
o  amounts you receive under the contract before the insured's death, including
   loans and withdrawals, are included in your income on an income first basis
   (that is, you will have taxable income to the extent that the contract fund
   before surrender charges exceeds the premiums paid for the contract increased
   by the amount of any loans previously included in income and reduced by any
   untaxed amounts previously received other than the amount of any loans
   excludible from income). An assignment of a modified endowment contract is
   taxable in the same way. These rules also apply to pre-death distributions,
   including loans, made during the two-year period before the time that the
   contract became a modified endowment contract.
    
o  any taxable income on pre-death distributions (including full surrenders) is
   subject to a penalty of 10 percent unless the amount is received on or after
   age 59-1/2, on account of you becoming disabled or as a life annuity. It is
   presently unclear how the penalty tax provisions apply to the contracts owned
   by a business.

o  all modified endowment contracts issued by us to you during the same calendar
   year are treated as a single contract for purposes of applying these rules.

WITHHOLDING

You must affirmatively elect that no taxes be withheld from a pre-death
distribution. Otherwise, the taxable portion of any amounts you receive will be
subject to withholding. You are not permitted to elect out of withholding if you
do not provide a social security number or other taxpayer identification number.
You may be subject to penalties under the estimated tax payment rules if your
withholding and estimated tax payments are insufficient to cover the tax due.

OTHER TAX CONSIDERATIONS

 If you transfer or assign the contract to someone else, there may be gift,
estate and/or income tax consequences. If you transfer the contract to a person
two or more generations younger than you (or designate such a younger person as
a beneficiary), there may be generation skipping transfer tax consequences.
Deductions for interest paid or accrued on contract debt or on other loans that
are incurred or continued to purchase or carry the contract may be denied. Your
individual situation or that of your beneficiary will determine the federal
estate taxes and the state and local estate, inheritance and other taxes due if
you or the insured dies.

BUSINESS-OWNED LIFE INSURANCE.

If a business, rather than an individual, is owner of the contract, there are
some additional rules. Business contract owners generally cannot deduct premium
payments. Business contract owners generally cannot take tax 


                                       20
<PAGE>

deductions for interest on contract debt paid or accrued after October 13, 1995.
An exception permits the deduction of interest on policy loans on contracts for
up to 20 key persons. The interest deduction for contract debt on these loans is
limited to a prescribed interest rate and a maximum aggregate loan amount of
$50,000 per key insured person. The corporate alternative minimum tax also
applies to business-owned life insurance. This is an indirect tax on additions
to the contract fund or death benefits received under business-owned life
insurance policies.

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 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:

o  election of the Board of Directors of the Series Fund;

o  ratification of the independent accountant of the Series Fund;

o  approval of the investment advisory agreement for a portfolio of the Series
   Fund corresponding to the contract owner's selected subaccount[s];

o  any change in the fundamental investment policy of a portfolio corresponding
   to the contract owner's selected subaccount[s]; and

o  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.


                                       21
<PAGE>

SALE OF THE CONTRACT AND SALES COMMISSIONS
   
Currently, Pruco Securities Corporation ("Prusec"), an indirect wholly-owned
subsidiary of Prudential, which was organized in 1971 under New Jersey law, acts
as the principal underwriter of the contract. Pruco Life expects that during
1999 Prusec's responsibilities as principal underwriter will be assigned to
Prudential Investment Management Services LLC ("PIMS"). PIMS, also an indirect
wholly-owned subsidiary of Prudential, is a limited liability corporation
organized under Delaware law in 1996. PIMS will act as principal underwriter
under substantially the same terms as Prusec does currently. Both Prusec and
PIMS are registered as broker-dealers under the Securities Exchange Act of 1934
and are members of the National Association of Securities Dealers, Inc. The
principal business address of both Prusec and PIMS is 751 Broad Street, Newark,
New Jersey 07102-3777.
    
The Contract is currently sold by registered representatives of the principal
underwriter and may also be sold through other broker-dealers authorized by the
principal underwriter, including broker-dealers otherwise unaffiliated with
Prudential. Registered representatives of such other unaffiliated broker-dealers
may be paid on a different basis than registered representatives of the
principal underwriter or broker-dealers affiliated with Prudential. The maximum
commission that will be paid to the broker-dealer to cover both the individual
representative's commission and other distribution expenses will not exceed 6%
of the purchase payment. In addition, trail commissions based on the size of the
contract fund may be paid.
   
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.
    
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. You
will be notified of any 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. We may offer the contract with
unisex mortality rates to such prospective purchasers.
    
OTHER GENERAL CONTRACT PROVISIONS
   
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 the Prudential Annuity Service Center.
    

                                       22
<PAGE>

   
BENEFICIARY. You designate the beneficiary in the application. Thereafter, you
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 two 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.

SETTLEMENT OPTIONS. The contract grants you, or your beneficiary, a variety of
ways to receive contract proceeds, other than in a lump sum. Any Pruco Life
representative authorized to sell this Contract can explain these options upon
request.

SUICIDE EXCLUSION. Generally, if the insured, whether sane or insane, dies by
suicide within two years from the contract date, Pruco Life will pay no more
under the contract than the sum of the premiums paid.
    
STATE REGULATION

Pruco Life is subject to regulation and supervision by the Department of
Insurance of the State of Arizona, which periodically examines its operations
and financial condition. It is also subject to the insurance laws and
regulations of all jurisdictions in which it is authorized to do business.

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

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

EXPERTS
   
The consolidated financial statements of Pruco Life and Subsidiaries as of
December 31, 1998 and 1997 and for each of the three years in the period ended
December 31, 1998 and the financial statements of the Account as of December 31,
1998 and for each of the three years in the period then ended included in this
prospectus have been so included in reliance on the reports of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting. PricewaterhouseCoopers LLP's
principal business address is 1177 Avenue of the Americas, New York, New York
10036.

Actuarial matters included in this prospectus have been examined by Ikwhan Oh,
FSA, MAA, Vice President and Company Actuary of Pruco Life whose opinion is
filed as an exhibit to the registration statement.
    
LITIGATION
   
Several actions have been brought against Pruco Life alleging that Pruco Life
and its agents engaged in improper life insurance sales practices. Prudential
has agreed to indemnify Pruco Life for losses, if any, resulting from such
    

                                       23
<PAGE>

   
litigation. No other significant litigation is being brought against Pruco Life
that would have a material effect on its financial position.
    
YEAR 2000 COMPLIANCE
   
THE YEAR 2000 ISSUE

The services provided to you as a purchaser of Discovery Life Plus depend on the
smooth functioning of numerous computer systems. Many computer systems in use
today are programmed to recognize only the last two digits of a date as the
year. As a result, any systems using this kind of programming can not
distinguish a date using "00" and may treat it as "1900" instead of "2000." This
problem may impact computer systems that store business information, but it
could also affect other equipment used in our business like telephone, fax
machines and elevators. If this problem is not corrected, the "Year 2000" issue
could affect the accuracy and integrity of business records. Prudential's
regular business operations could be interrupted as well as those of other
companies that deal with us.

In addition, the operations of the mutual funds associated with Discovery Life
Plus could experience problems resulting from the Year 2000 issue. Please refer
to the respective mutual fund's prospectus for information regarding their
approach to Year 2000 concerns. The following described Prudential's effort to
address Year 2000 concerns.

To address this potential problem Prudential, as the parent company of Pruco
Life, organized its Year 2000 efforts around the following three areas:

o  BUSINESS SYSTEMS - Computer programs directly used to support our business;

o  INFRASTRUCTURE - Computers and other business equipment like telephones and
   fax machines; and

o  BUSINESS PARTNERS - Year 2000 readiness of essential business partners.

BUSINESS SYSTEMS. The business systems component includes a wide range of
computer programs that directly support Prudential's business operations
including systems for: insurance product processing, securities trading,
personnel record keeping and general accounting systems. All business systems
were analyzed to determine whether each computer program with a Year 2000
problem should be retired, replaced or renovated. The majority of this work has
been completed. A few remaining programs are currently being tested and
completion of this process is expected by June, 1999.

INFRASTRUCTURE. As with business applications, we established a specific
methodology and process for addressing infrastructure issues. The infrastructure
effort includes mainframe computer system hardware and operating system
software, mid-range systems and servers, telecommunications equipment and
systems, buildings and facilities systems, personal computers, and vendor
hardware and software. Other than desktop systems, substantially all other
infrastructure systems have been thoroughly tested. Presently, a small number of
midrange computers, and building and facilities systems are in the testing
phase. We expect to have the infrastructure implementation process completed by
June, 1999.

BUSINESS PARTNERS. Prudential recognizes the importance of determining the Year
2000 readiness of external business relationships especially those that involve
electronic data transfer products and services, and products that impact our
essential business processes. Prudential first classified each business partner
as "highly critical" or "less critical" to our business, and then began to
develop risk assessment and contingency plans to address the potential that a
business partner could experience a Year 2000 failure. All highly critical
business partner relationships have been assessed and contingency planning is
completed. Risk assessment and contingency planning continues for less critical
business partners, and the target completion date for these relationships is
June 1999.

Prudential believes that the Business Application, Infrastructure and Business
Partners components of the Year 2000 project are substantially on schedule. A
small number of the projects may not meet their targeted completion 
    

                                       24
<PAGE>

   
date. However, Prudential expects that these projects will be completed by
September, 1999. If there are any delays, they should not have a significant
impact on the timing of the project as a whole.

THE COST OF YEAR 2000 READINESS

Prudential is funding the Year 2000 program from internal operating budgets, and
estimates that its total costs to address the Year 2000 issue will total
approximately $220 million. Because these expenses were part of the operating
budget, they did not impact the management of Discovery Life Plus. During the
course of the Year 2000 program, some optional computer projects have been
delayed, but these delays have not had any material effect on Discovery Life
Plus.

YEAR 2000 RISKS AND CONTINGENCY PLANNING

Prudential believes that it is well positioned to lessen the impact of the Year
2000 problem. However, given the nature of this issue, we can not be 100%
certain that we are completely prepared, particularly because we cannot be
certain of Year 2000 readiness of third parties. As a result, we are unable to
determine at this time whether the consequences of Year 2000 failures may have a
material adverse effect on the results of Prudential's operations, liquidity or
financial condition. In the worst case, it is possible that a Year 2000
technology failure, whether internal or external, could have a material impact
on Prudential's results of operations, liquidity, or financial position. If
Prudential is unable to address the Year 2000 problem, we may have difficulty in
responding to your incoming phone calls, calculating your contract value or
processing withdrawals and purchase payments. It is also possible that the
mutual funds associated with Discovery Life Plus will be unable to value their
securities, in turn creating difficulties in purchasing or selling shares of the
respective mutual fund and calculating corresponding unit asset values. The
objective of Prudential's Year 2000 program has been to reduce these risks as
much as possible.

Most of the operations of Discovery Life Plus involve such a large number of
individual transactions that they can only be handled with the help of
computers. As a result, our current contingency plans include responses to the
failure of specific business programs or infrastructure components. However, our
contingency responses are now being reviewed and we expect to finalize them by
June, 1999 to ensure that they are workable under the special conditions of a
Year 2000 failure. Prudential believes that with the completion of its Year 2000
program as scheduled, the possibility of significant interruptions of normal
operations will be reduced.
    
ADDITIONAL INFORMATION
   
Pruco Life has filed a registration statement with the SEC under the Securities
Act of 1933, relating to the offering described in this prospectus. This
prospectus does not include all of the information set forth in the registration
statement. Certain portions have been omitted pursuant to the rules and
regulations of the SEC. The omitted information may, however, be obtained from
the SEC's principal office in Washington, D.C., upon payment of a prescribed
fee.
    
Further information may also be obtained from Pruco Life's office. The address
and telephone number are set forth on the cover of this prospectus.

FINANCIAL STATEMENTS
   
The consolidated financial Statements of Pruco Life and Subsidiaries included
herein should be distinguished from the financial statements of the Account.
They should be considered only as bearing upon the ability of Pruco Life to meet
its obligations under the contracts.
    

                                       25
<PAGE>



                             DIRECTORS AND OFFICERS

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

                             DIRECTORS OF PRUCO LIFE
   
JAMES J. AVERY, JR., CHAIRMAN AND DIRECTOR -- Senior Vice President, Chief
Actuary and CFO, Prudential Individual Insurance since 1997; 1995 to 1997:
President, Prudential Select; 1993 to 1995: Chief Operating Officer, Prudential
Select. Age 47.

WILLIAM M. BETHKE, DIRECTOR -- Chief Investment Officer since 1997; prior to
1997: President, Prudential Capital Markets Group. Age 52.

IRA J. KLEINMAN, DIRECTOR -- Executive Vice President, International Insurance
Group since 1997; 1995 to 1997: Chief Marketing and Product Development Officer,
Prudential Individual Insurance Group; 1993 to 1995: President, Prudential
Select. Age 52.

ESTHER H. MILNES, PRESIDENT AND DIRECTOR -- Vice President and Actuary,
Prudential Individual Insurance Group since 1996; 1993 to 1996: Senior Vice
President and Chief Actuary, Prudential Insurance and Financial Services. Age
48.

I. EDWARD PRICE, VICE CHAIRMAN AND DIRECTOR -- Senior Vice President and
Actuary, Prudential Individual Insurance Group since 1995; 1994 to 1995: Chief
Executive Officer, Prudential International Insurance. Age 56.

KIYOFUMI SAKAGUCHI, DIRECTOR -- President, Prudential International Insurance
Group since 1995; 1994 to 1995: Chairman and Chief Executive Officer, The
Prudential Life Insurance Company., Ltd.; prior to 1994: President and Chief
Executive Officer, Asia Pacific Region -- Prudential International Insurance and
President, The Prudential Life Insurance Co., Ltd. Age 56.
    
                         OFFICERS WHO ARE NOT DIRECTORS
   
C. EDWARD CHAPLIN, TREASURER -- Vice President and Treasurer of Prudential since
1995; 1993 to 1995: Managing Director and Assistant Treasurer of Prudential. Age
42.

JAMES C. DROZANOWSKI, SENIOR VICE PRESIDENT -- Vice President and Operations
Executive, Prudential Individual Insurance Group since 1996; 1995 to 1996:
President, Credit Card Division, Chase Manhattan Bank; prior to 1995: Chase
Manhattan Bank. Age 56.

CLIFFORD E. KIRSCH, CHIEF LEGAL OFFICER AND SECRETARY -- Chief Counsel, Variable
Products, Law Department of Prudential since 1995. Age 39.

FRANK P. MARINO, SENIOR VICE PRESIDENT -- Vice President, Policyowner Relations
Department, Prudential Individual Insurance Group since 1996; prior to 1996:
Senior Vice President, Prudential Mutual Fund Services. Age 54.

EDWARD A. MINOGUE, SENIOR VICE PRESIDENT -- Vice President, Annuity Services,
Prudential Investments since 1997; prior to 1997: Director, Merrill Lynch. Age
56.

HIROSHI NAKAJIMA, SENIOR VICE PRESIDENT -- President & CEO, Pruco Life Insurance
Company Taiwan Branch, since 1997; 1993 to 1997: Senior Managing Director,
Prudential Life Insurance Co., Ltd.  Age 55.

IMANTS SAKSONS, SENIOR VICE PRESIDENT -- Vice President, Compliance, Prudential
Individual Financial Services since 1998; prior to 1998: Vice President, Market
Conduct, U.S. Operations, Manulife Financial. Age 48.

SHIRLEY H. SHAO, SENIOR VICE PRESIDENT AND CHIEF ACTUARY -- Vice President and
Associate Actuary, Prudential. Age 44.

DENNIS G. SULLIVAN, VICE PRESIDENT AND CHIEF ACCOUNTING OFFICER -- Vice
President and Deputy Controller, Prudential, since 1998; 1997 to 1998, Vice
President & Controller, ContiFinancial Corporation. Prior to 1997, Director,
Salomon Brothers. Age 43.

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


                                       26


<PAGE>

                                  ILLUSTRATIONS
                                   ----------
                          DISCOVERY LIFE PLUS CONTRACT
                                MALE ISSUE AGE 35
                         $20,000 INITIAL PREMIUM PAYMENT
                 USING CURRENT SCHEDULE OF MORTALITY CHARGES (1)
<TABLE>
<CAPTION>
                                                  DEATH BENEFIT                            
                            ---------------------------------------------------------------
                                      ASSUMING HYPOTHETICAL GROSS (AND NET)                
            PREMIUM                          ANNUAL INVESTMENT RETURN OF                   
END OF    ACCUMULATED       ---------------------------------------------------------------
POLICY   AT 4% INTEREST       0% GROSS         4% GROSS         8% GROSS        12% GROSS  
 YEAR       PER YEAR        (-1.72% NET)     (2.28% NET)      (6.28% NET)      (10.28% NET)
- ------   --------------     ------------     -----------      -----------      ------------
<S>         <C>               <C>             <C>               <C>             <C>        
  1         $ 20,800          $133,307        $133,307          $133,307        $  133,307 
  2         $ 21,632          $133,307        $133,307          $133,307        $  133,307 
  3         $ 22,497          $133,307        $133,307          $133,307        $  133,307 
  4         $ 23,397          $133,307        $133,307          $133,307        $  133,307 
  5         $ 24,333          $133,307        $133,307          $133,307        $  133,307 
  6         $ 25,306          $133,307        $133,307          $133,307        $  133,307 
  7         $ 26,319          $133,307        $133,307          $133,307        $  133,307 
  8         $ 27,371          $133,307        $133,307          $133,307        $  133,307 
  9         $ 28,466          $133,307        $133,307          $133,307        $  133,307 
 10         $ 29,605          $133,307        $133,307          $133,307        $  133,307 
 15         $ 36,019          $133,307        $133,307          $133,307        $  150,028 
 20         $ 43,822          $133,307        $133,307          $133,307        $  196,879 
 25         $ 53,317          $      0(2)     $133,307          $133,307        $  270,741 
 30         $ 64,868          $      0        $133,307          $133,307        $  385,391 
 35         $ 78,922          $      0        $      0(2)       $155,351        $  566,137 
 40         $ 96,020          $      0        $      0          $193,877        $  849,885 
 45         $116,824          $      0        $      0          $248,201        $1,308,770 

<CAPTION>

                                                CASH SURRENDER VALUE
                            ---------------------------------------------------------------
                                       ASSUMING HYPOTHETICAL GROSS (AND NET)
            PREMIUM                           ANNUAL INVESTMENT RETURN OF
END OF    ACCUMULATED       ---------------------------------------------------------------
POLICY   AT 4% INTEREST       0% GROSS          4% GROSS        8% GROSS        12% GROSS
 YEAR       PER YEAR        (-1.72% NET)      (2.28% NET)     (6.28% NET)      (10.28% NET)
- ------   --------------     ------------      -----------     -----------      ------------
<S>         <C>               <C>               <C>            <C>              <C>       
  1         $ 20,800          $17,424           $18,134        $  18,906        $   19,686
  2         $ 21,632          $17,209           $18,639        $  20,125        $   21,752
  3         $ 22,497          $16,995           $19,155        $  21,492        $   24,018
  4         $ 23,397          $16,781           $19,684        $  22,949        $   26,604
  5         $ 24,333          $16,568           $20,226        $  24,502        $   29,473
  6         $ 25,306          $16,356           $20,779        $  26,158        $   32,649
  7         $ 26,319          $16,644           $22,006        $  28,785        $   37,281
  8         $ 27,371          $16,093           $22,373        $  30,410        $   40,868
  9         $ 28,466          $15,347           $22,746        $  32,126        $   44,799
 10         $ 29,605          $14,571           $23,126        $  33,940        $   49,109
 15         $ 36,019          $10,130           $25,120        $  44,661        $   77,734
 20         $ 43,822          $ 4,184           $26,679        $  58,770        $  123,049
 25         $ 53,317          $     0(2)        $22,345        $  77,336        $  194,777
 30         $ 64,868          $     0           $12,618        $ 101,767        $  308,312
 35         $ 78,922          $     0           $     0(2)     $ 133,923        $  488,048
 40         $ 96,020          $     0           $     0        $ 176,251        $  772,622
 45         $116,824          $     0           $     0        $ 231,963        $1,223,149
</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.


                                      T-1

<PAGE>


                          DISCOVERY LIFE PLUS CONTRACT
                                MALE ISSUE AGE 35
                         $20,000 INITIAL PREMIUM PAYMENT
                 USING MAXIMUM CONTRACTUAL MORTALITY CHARGES (1)
<TABLE>
<CAPTION>
                                                  DEATH BENEFIT                            
                            ---------------------------------------------------------------
                                      ASSUMING HYPOTHETICAL GROSS (AND NET)                
            PREMIUM                          ANNUAL INVESTMENT RETURN OF                   
END OF    ACCUMULATED       ---------------------------------------------------------------
POLICY   AT 4% INTEREST       0% GROSS         4% GROSS         8% GROSS        12% GROSS  
 YEAR       PER YEAR        (-1.72% NET)     (2.28% NET)      (6.28% NET)      (10.28% NET)
- ------   --------------     ------------     -----------      -----------      ------------
<S>         <C>               <C>             <C>               <C>             <C>        
 1          $ 20,800          $133,307        $133,307          $133,307        $  133,307 
 2          $ 21,632          $133,307        $133,307          $133,307        $  133,307 
 3          $ 22,497          $133,307        $133,307          $133,307        $  133,307 
 4          $ 23,397          $133,307        $133,307          $133,307        $  133,307 
 5          $ 24,333          $133,307        $133,307          $133,307        $  133,307 
 6          $ 25,306          $133,307        $133,307          $133,307        $  133,307 
 7          $ 26,319          $133,307        $133,307          $133,307        $  133,307 
 8          $ 27,371          $133,307        $133,307          $133,307        $  133,307 
 9          $ 28,466          $133,307        $133,307          $133,307        $  133,307 
10          $ 29,605          $133,307        $133,307          $133,307        $  133,307 
15          $ 36,019          $133,307        $133,307          $133,307        $  142,897 
20          $ 43,822          $133,307        $133,307          $133,307        $  187,517 
25          $ 53,317          $     0(2)      $133,307          $133,307        $  257,798 
30          $ 64,868          $     0         $     0(2)        $133,307        $  366,895 
35          $ 78,922          $     0         $     0           $133,307        $  538,805 
40          $ 96,020          $     0         $     0           $133,307        $  808,533 
45          $116,824          $     0         $     0           $164,351        $1,243,578 

<CAPTION>

                                                CASH SURRENDER VALUE
                            ---------------------------------------------------------------
                                       ASSUMING HYPOTHETICAL GROSS (AND NET)
            PREMIUM                           ANNUAL INVESTMENT RETURN OF
END OF    ACCUMULATED       ---------------------------------------------------------------
POLICY   AT 4% INTEREST       0% GROSS          4% GROSS        8% GROSS        12% GROSS
 YEAR       PER YEAR        (-1.72% NET)      (2.28% NET)     (6.28% NET)      (10.28% NET)
- ------   --------------     ------------      -----------     -----------      ------------
<S>         <C>               <C>               <C>            <C>              <C>       
 1          $ 20,800          $17,306           $18,016        $ 18,777         $   19,556
 2          $ 21,632          $16,953           $18,384        $ 19,872         $   21,480
 3          $ 22,497          $16,579           $18,742        $ 21,083         $   23,610
 4          $ 23,397          $16,180           $19,087        $ 22,362         $   26,033
 5          $ 24,333          $15,753           $19,415        $ 23,708         $   28,711
 6          $ 25,306          $15,295           $19,721        $ 25,126         $   31,671
 7          $ 26,319          $15,259           $20,621        $ 27,440         $   36,025
 8          $ 27,371          $14,562           $20,668        $ 28,759         $   39,354
 9          $ 28,466          $13,836           $20,680        $ 30,132         $   43,007
10          $ 29,605          $13,079           $20,653        $ 31,562         $   47,020
15          $ 36,019          $  8,723          $19,800        $ 39,639         $   74,040
20          $ 43,822          $  2,839          $17,065        $ 49,414         $  117,198
25          $ 53,317          $      0(2)       $10,852        $ 61,057         $  185,466
30          $ 64,868          $      0          $     0(2)     $ 75,094         $  293,516
35          $ 78,922          $      0          $     0        $ 92,595         $  464,486
40          $ 96,020          $      0          $     0        $117,028         $  735,029
45          $116,824          $      0          $     0        $153,599         $1,162,222

</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.

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.


                                      T-2

<PAGE>


                          DISCOVERY LIFE PLUS CONTRACT
                               FEMALE ISSUE AGE 55
                        $100,000 INITIAL PREMIUM PAYMENT
                 USING CURRENT SCHEDULE OF MORTALITY CHARGES (1)
<TABLE>
<CAPTION>
                                                  DEATH BENEFIT                            
                            ---------------------------------------------------------------
                                      ASSUMING HYPOTHETICAL GROSS (AND NET)                
            PREMIUM                          ANNUAL INVESTMENT RETURN OF                   
END OF    ACCUMULATED       ---------------------------------------------------------------
POLICY   AT 4% INTEREST       0% GROSS         4% GROSS         8% GROSS        12% GROSS  
 YEAR       PER YEAR        (-1.72% NET)     (2.28% NET)      (6.28% NET)      (10.28% NET)
- ------   --------------     ------------     -----------      -----------      ------------
<S>        <C>                <C>             <C>               <C>             <C>        
  1        $104,000           $357,468        $357,468          $357,468        $  357,468 
  2        $108,160           $357,468        $357,468          $357,468        $  357,468 
  3        $112,486           $357,468        $357,468          $357,468        $  357,468 
  4        $116,986           $357,468        $357,468          $357,468        $  357,468 
  5        $121,665           $357,468        $357,468          $357,468        $  357,468 
  6        $126,532           $357,468        $357,468          $357,468        $  357,468 
  7        $131,593           $357,468        $357,468          $357,468        $  357,468 
  8        $136,857           $357,468        $357,468          $357,468        $  357,468 
  9        $142,331           $357,468        $357,468          $357,468        $  357,468 
 10        $148,024           $357,468        $357,468          $357,468        $  360,800 
 15        $180,094           $357,468        $357,468          $357,468        $  511,626 
 20        $219,112           $      0(2)     $357,468          $357,468        $  734,532 
 25        $266,584           $      0        $357,468(2)       $434,039        $1,093,142 

<CAPTION>
                                                CASH SURRENDER VALUE
                            ---------------------------------------------------------------
                                       ASSUMING HYPOTHETICAL GROSS (AND NET)
            PREMIUM                           ANNUAL INVESTMENT RETURN OF
END OF    ACCUMULATED       ---------------------------------------------------------------
POLICY   AT 4% INTEREST       0% GROSS          4% GROSS        8% GROSS        12% GROSS
 YEAR       PER YEAR        (-1.72% NET)      (2.28% NET)     (6.28% NET)      (10.28% NET)
- ------   --------------     ------------      -----------     -----------      ------------
<S>        <C>                <C>               <C>            <C>               <C>       
  1        $104,000           $88,900           $ 92,668       $ 96,644          $100,620
  2        $108,160           $87,802           $ 95,095       $102,678          $111,166
  3        $112,486           $86,708           $ 97,732       $109,652          $122,726
  4        $116,986           $85,618           $100,430       $117,087          $135,734
  5        $121,665           $84,531           $103,192       $125,011          $150,375
  6        $126,532           $83,449           $106,017       $133,457          $166,576
  7        $131,593           $84,920           $112,277       $146,864          $190,210
  8        $136,857           $82,960           $114,150       $155,153          $208,508
  9        $142,331           $78,562           $116,054       $163,910          $228,567
 10        $148,024           $73,329           $117,989       $173,162          $250,555
 15        $180,094           $40,982           $128,164       $227,865          $396,609
 20        $219,112           $     0(2)        $139,215       $299,849          $627,804
 25        $266,584           $     0           $151,219(2)    $394,581          $993,765

</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 33 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.


                                      T-3

<PAGE>


                          DISCOVERY LIFE PLUS CONTRACT
                               FEMALE ISSUE AGE 55
                        $100,000 INITIAL PREMIUM PAYMENT
                 USING MAXIMUM CONTRACTUAL MORTALITY CHARGES (1)
<TABLE>
<CAPTION>
                                                  DEATH BENEFIT                            
                            ---------------------------------------------------------------
                                      ASSUMING HYPOTHETICAL GROSS (AND NET)                
            PREMIUM                          ANNUAL INVESTMENT RETURN OF                   
END OF    ACCUMULATED       ---------------------------------------------------------------
POLICY   AT 4% INTEREST       0% GROSS         4% GROSS         8% GROSS        12% GROSS  
 YEAR       PER YEAR        (-1.72% NET)     (2.28% NET)      (6.28% NET)      (10.28% NET)
- ------   --------------     ------------     -----------      -----------      ------------
<S>        <C>                <C>             <C>               <C>             <C>        
 1         $104,000           $357,468        $357,468          $357,468        $  357,468 
 2         $108,160           $357,468        $357,468          $357,468        $  357,468 
 3         $112,486           $357,468        $357,468          $357,468        $  357,468 
 4         $116,986           $357,468        $357,468          $357,468        $  357,468 
 5         $121,665           $357,468        $357,468          $357,468        $  357,468 
 6         $126,532           $357,468        $357,468          $357,468        $  357,468 
 7         $131,593           $357,468        $357,468          $357,468        $  357,468 
 8         $136,857           $357,468        $357,468          $357,468        $  357,468 
 9         $142,331           $357,468        $357,468          $357,468        $  357,468 
10         $148,024           $357,468        $357,468          $357,468        $  357,468 
15         $180,094           $357,468        $357,468          $357,468        $  475,293 
20         $219,112           $      0(2)     $357,468          $357,468        $  682,125 
25         $266,584           $      0        $      0(2)       $357,468        $1,014,643


<CAPTION>
                                                CASH SURRENDER VALUE
                            ---------------------------------------------------------------
                                       ASSUMING HYPOTHETICAL GROSS (AND NET)
            PREMIUM                           ANNUAL INVESTMENT RETURN OF
END OF    ACCUMULATED       ---------------------------------------------------------------
POLICY   AT 4% INTEREST       0% GROSS          4% GROSS        8% GROSS        12% GROSS
 YEAR       PER YEAR        (-1.72% NET)      (2.28% NET)     (6.28% NET)      (10.28% NET)
- ------   --------------     ------------      -----------     -----------      ------------
<S>        <C>                <C>              <C>             <C>               <C>       
 1         $104,000           $87,723          $ 91,371        $ 95,345          $ 99,318
 2         $108,160           $85,294          $ 92,581        $100,164          $108,438
 3         $112,486           $82,713          $ 93,727        $105,657          $118,539
 4         $116,986           $79,975          $ 94,771        $111,458          $130,189
 5         $121,665           $77,061          $ 95,692        $117,582          $143,133
 6         $126,532           $73,939          $ 96,458        $124,033          $157,517
 7         $131,593           $72,746          $100,024        $134,857          $178,873
 8         $136,857           $68,229          $ 99,307        $140,715          $195,187
 9         $142,331           $63,407          $ 98,264        $146,759          $213,201
10         $148,024           $58,225          $ 96,842        $152,985          $233,135
15         $180,094           $25,809          $ 82,758        $187,644          $368,444
20         $219,112           $     0(2)       $ 48,106        $229,442          $583,012
25         $266,584           $     0          $      0        $280,678          $922,403

</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.

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.


                                      T-4


<PAGE>


                             FINANCIAL STATEMENTS OF
                 PRUCO LIFE SINGLE PREMIUM VARIABLE LIFE ACCOUNT

STATEMENTS OF NET ASSETS
December 31, 1998


<TABLE>
<CAPTION>

                                                                                  SUBACCOUNTS
                                              -----------------------------------------------------------------------------------
                                                                                                                      ZERO COUPON
                                                 MONEY      DIVERSIFIED                   FLEXIBLE     CONSERVATIVE      BOND
                                                MARKET         BOND          EQUITY        MANAGED       BALANCED        2000
                                               PORTFOLIO     PORTFOLIO      PORTFOLIO     PORTFOLIO      PORTFOLIO     PORTFOLIO
                                              ----------    ----------     -----------   -----------   ------------   -----------
<S>                                           <C>          <C>            <C>            <C>            <C>           <C>
ASSETS
 Investment in The Prudential Series
  Fund, Inc. Portfolios, at net asset
  value [Note 3] ........................    $13,081,800   $ 8,440,315    $55,413,656    $72,702,369   $88,170,079    $ 2,526,541
                                             -----------   -----------    -----------    -----------   -----------    -----------
 Net Assets .............................    $13,081,800   $ 8,440,315    $55,413,656    $72,702,369   $88,170,079    $ 2,526,541
                                             ===========   ===========    ===========    ===========   ===========    ===========
NET ASSETS, representing:
 Equity of contract owners ..............    $13,081,800   $ 8,440,315    $55,413,656    $72,702,369   $88,170,079    $ 2,526,541
                                             -----------   -----------    -----------    -----------   -----------    -----------
                                             $13,081,800   $ 8,440,315    $55,413,656    $72,702,369   $88,170,079    $ 2,526,541
                                             ===========   ===========    ===========    ===========   ===========    ===========


                                    SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A15 THROUGH A21

                                                                A1
</TABLE>

<PAGE>


<TABLE>
<CAPTION>
                                                     SUBACCOUNTS (Continued)
 ---------------------------------------------------------------------------------------------------------------------------------
     HIGH                                                                              ZERO COUPON                      SMALL
     YIELD        STOCK         EQUITY        NATURAL                    GOVERNMENT        BOND        PRUDENTIAL   CAPITALIZATION
    BOND          INDEX         INCOME       RESOURCES      GLOBAL         INCOME          2005        JENNISON        STOCK
  PORTFOLIO     PORTFOLIO      PORTFOLIO     PORTFOLIO     PORTFOLIO      PORTFOLIO      PORTFOLIO     PORTFOLIO      PORTFOLIO
- -----------    -----------   -----------    -----------   -----------    -----------    -----------   -----------    -----------
<S>             <C>           <C>           <C>           <C>            <C>             <C>          <C>            <C>

$ 6,145,789    $17,195,438   $16,779,538    $ 2,103,093   $ 4,296,124    $ 3,772,366    $ 1,390,555   $ 6,839,323    $ 4,350,328
- -----------    -----------   -----------    -----------   -----------    -----------    -----------   -----------    -----------
$ 6,145,789    $17,195,438   $16,779,538    $ 2,103,093   $ 4,296,124    $ 3,772,366    $ 1,390,555   $ 6,839,323    $ 4,350,328
===========    ===========   ===========    ===========   ===========    ===========    ===========   ===========    ===========

$ 6,145,789    $17,195,438   $16,779,538    $ 2,103,093   $ 4,296,124    $ 3,772,366    $ 1,390,555   $ 6,839,323    $ 4,350,328
- -----------    -----------   -----------    -----------   -----------    -----------    -----------   -----------    -----------
$ 6,145,789    $17,195,438   $16,779,538    $ 2,103,093   $ 4,296,124    $ 3,772,366    $ 1,390,555   $ 6,839,323    $ 4,350,328
===========    ===========   ===========    ===========   ===========    ===========    ===========   ===========    ===========


                                    SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A15 THROUGH A21
                                                                A2
</TABLE>

<PAGE>



                             FINANCIAL STATEMENTS OF
                 PRUCO LIFE SINGLE PREMIUM VARIABLE LIFE ACCOUNT


STATEMENTS OF OPERATIONS
For the years ended December 31, 1998, 1997 and 1996

<TABLE>
<CAPTION>
                                                                                  SUBACCOUNTS
                                              -------------------------------------------------------------------------------------
                                                               MONEY                                    DIVERSIFIED
                                                               MARKET                                      BOND
                                                             PORTFOLIO                                   PORTFOLIO
                                              ---------------------------------------     -----------------------------------------
                                                  1998         1997           1996           1998         1997             1996
                                              ----------   -----------    -----------     ----------    ----------     ------------
<S>                                           <C>           <C>            <C>            <C>           <C>            <C>
INVESTMENT INCOME
 Dividend Income ..........................  $   765,485   $   812,540    $   849,922     $  531,318    $  730,224     $  734,790
                                             -----------   -----------    -----------     ----------    ----------     ----------
EXPENSES
 Charges to contract owners for assuming
  mortality risk and expense risk and for
  administration [Notes 5A and 5B] ........      181,268       190,711        202,024        109,480       126,244        142,663
 Reimbursement for excess expenses
  [Note 5C] ...............................       (2,166)       (3,465)        (6,908)        (2,147)       (2,547)        (5,597)
                                             -----------   -----------    -----------     ----------    ----------     ----------
NET EXPENSES ..............................      179,102       187,246        195,116        107,333       123,697        137,066
                                             -----------   -----------    -----------     ----------    ----------     ----------
NET INVESTMENT INCOME (LOSS) ..............      586,383       625,294        654,806        423,985       606,527        597,724
                                             -----------   -----------    -----------     ----------    ----------     ----------
NET REALIZED AND UNREALIZED GAIN
 (LOSS) ON INVESTMENTS
 Capital gains distributions received .....            0             0              0         32,315       116,326              0
 Realized gain (loss) on shares redeemed ..            0             0              0         45,770        92,708         46,177
 Net change in unrealized gain (loss) on
  investments .............................            0             0              0         (6,633)     (116,684)      (366,764)
                                             -----------   -----------    -----------     ----------    ----------     ----------
NET GAIN (LOSS) ON INVESTMENTS ............            0             0              0         71,452        92,350       (320,587)
                                             -----------   -----------    -----------     ----------    ----------     ----------
NET INCREASE (DECREASE) IN
 NET ASSETS RESULTING FROM
 OPERATIONS ...............................  $   586,383   $   625,294    $   654,806     $  495,437    $  698,877     $  277,137
                                             ===========   ===========    ===========     ==========    ==========     ==========


                                    SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A15 THROUGH A21
                                                                A3
</TABLE>

<PAGE>


<TABLE>
<CAPTION>


                                                      SUBACCOUNTS (CONTINUED)
 --------------------------------------------------------------------------------------------------------------------------------
                                                             FLEXIBLE                                  CONSERVATIVE
                  EQUITY                                      MANAGED                                    BALANCED
                 PORTFOLIO                                   PORTFOLIO                                   PORTFOLIO
 ----------------------------------------    ----------------------------------------    ----------------------------------------
     1998          1997           1996          1998           1997           1996          1998           1997          1996
 -----------    -----------   -----------    -----------   -----------    -----------    -----------   -----------    -----------
 <S>             <C>           <C>           <C>            <C>           <C>            <C>           <C>            <C>

 $ 1,024,182    $ 1,252,483   $ 1,193,506    $ 2,358,856   $ 2,170,546    $ 2,143,818    $ 3,695,174   $ 4,020,882    $ 3,496,167
 -----------    -----------   -----------    -----------   -----------    -----------    -----------   -----------    -----------



     703,699        685,445       614,748        909,393       907,245        882,801      1,093,841     1,096,279      1,080,118

     (49,226)       (42,912)      (54,196)      (166,085)     (165,166)      (178,092)      (151,572)     (144,445)      (173,327)
 -----------    -----------   -----------    -----------   -----------    -----------    -----------   -----------    -----------
     654,473        642,533       560,552        743,308       742,079        704,709        942,269       951,834        906,791
 -----------    -----------   -----------    -----------   -----------    -----------    -----------   -----------    -----------
     369,709        609,950       632,954      1,615,548     1,428,467      1,439,109      2,752,905     3,069,048      2,589,376
 -----------    -----------   -----------    -----------   -----------    -----------    -----------   -----------    -----------



   6,071,668      3,061,685     4,590,879      7,397,085    10,983,219      6,748,281      5,205,075     9,442,317      5,364,643
   2,177,325      3,103,596     1,516,095        962,703     2,316,946      1,582,636        894,531     1,726,707      1,560,460


  (4,180,231)     4,613,512     1,084,389     (3,534,674)   (3,350,945)    (1,468,777)       (45,061)   (4,126,123)       (59,931)
 -----------    -----------   -----------    -----------   -----------    -----------    -----------   -----------    -----------
   4,068,762     10,778,793     7,191,363      4,825,114     9,949,220      6,862,140      6,054,545     7,042,901      6,865,172
 -----------    -----------   -----------    -----------   -----------    -----------    -----------   -----------    -----------


 $ 4,438,471    $11,388,743   $ 7,824,317    $ 6,440,662   $11,377,687    $ 8,301,249    $ 8,807,450   $10,111,949    $ 9,454,548
 ===========    ===========   ===========    ===========   ===========    ===========    ===========   ===========    ===========


                                    SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A15 THROUGH A21
                                                                A4
</TABLE>

<PAGE>


STATEMENTS OF OPERATIONS
For the years ended December 31, 1998, 1997 and 1996

<TABLE>
<CAPTION>

                                                                                   SUBACCOUNTS
                                                -----------------------------------------------------------------------------------

                                                       ZERO COUPON BOND 2000                         HIGH YIELD BOND
                                                             PORTFOLIO                                  PORTFOLIO
                                                --------------------------------------   ------------------------------------------
                                                  1998         1997          1996           1998          1997           1996
                                                ---------   ----------     ----------    ----------    ---------     -------------
<S>                                            <C>          <C>            <C>          <C>           <C>            <C>
INVESTMENT INCOME
 Dividend income ...........................  $  126,278    $  153,810     $  143,328   $    614,576  $    620,079   $    608,481
                                              ----------    ----------     ----------   ------------  ------------   ------------
EXPENSES
 Charges to contract owners for assuming
  mortality risk and expense risk and for
  administration [Notes 5A and 5B] .........      32,152        36,334         43,571         80,740        81,445         79,734
 Reimbursement for excess expenses
  [Note 5C] ................................      (5,684)       (7,849)        (3,977)             0             0              0
                                              ----------    ----------     ----------   ------------  ------------   ------------
NET EXPENSES ...............................      26,468        28,485         39,594         80,740        81,445         79,734
                                              ----------    ----------     ----------   ------------  ------------   ------------
NET INVESTMENT INCOME (LOSS) ...............      99,810       125,325        103,734        533,836       538,634        528,747
                                              ----------    ----------     ----------   ------------  ------------   ------------
NET REALIZED AND UNREALIZED GAIN
 (LOSS) ON INVESTMENTS
  Capital gains distributions received .....      33,785       122,909              0              0             0              0
  Realized gain (loss) on shares redeemed ..      20,011        31,433         61,546        (18,283)         (634)        (8,889)
  Net change in unrealized gain (loss)
   on investments ..........................       8,455      (101,802)      (156,572)      (733,132)      221,974         89,453
                                              ----------    ----------     ----------   ------------  ------------   ------------
NET GAIN (LOSS) ON INVESTMENTS .............      62,251        52,540        (95,026)      (751,415)      221,340         80,564
                                              ----------    ----------     ----------   ------------  ------------   ------------
NET INCREASE (DECREASE) IN NET
 ASSETS RESULTING FROM
 OPERATIONS ................................  $  162,061  $    177,865      $   8,708   $   (217,579)  $   759,974     $  609,311
                                              ==========  ============      =========   ============   ===========     ==========


                                    SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A15 THROUGH A21
                                                                A5
</TABLE>

<PAGE>


<TABLE>
<CAPTION>



                                                      SUBACCOUNTS (Continued)
- ---------------------------------------------------------------------------------------------------------------------------------
                STOCK INDEX                                EQUITY INCOME                              NATURAL RESOURCES
                 PORTFOLIO                                   PORTFOLIO                                    PORTFOLIO
- -----------------------------------------   -----------------------------------------   -----------------------------------------
     1998           1997          1996          1998          1997           1996           1998          1997            1996
- ------------   ------------   -----------   ------------  ------------    -----------   ------------  ------------   ------------
<S>             <C>           <C>           <C>           <C>             <C>           <C>           <C>            <C>

$    180,944   $    167,019  $    140,579   $    489,322  $    421,273    $   437,689   $     24,100  $     22,099   $     27,824
- ------------   ------------  ------------   ------------  ------------    -----------   ------------  ------------   ------------



     181,109        136,243        94,079        235,069       200,384        159,086         36,097        54,219         49,128

           0              0             0              0             0              0              0             0              0
- ------------   ------------  ------------   ------------  ------------    -----------   ------------  ------------   ------------
     181,109        136,243        94,079        235,069       200,384        159,086         36,097        54,219         49,128
- ------------   ------------  ------------   ------------  ------------    -----------   ------------  ------------   ------------
        (165)        30,776        46,500        254,253       220,889        278,603        (11,997)      (32,120)       (21,304)
- ------------   ------------  ------------   ------------  ------------    -----------   ------------  ------------   ------------


     258,678        354,981        97,668      1,059,876     1,682,299        428,472        169,689       456,104        531,704
     864,659        565,902       322,008        705,153       499,434        258,878       (318,262)       75,644        207,066

   2,371,413      1,893,795       980,432     (2,718,706)    2,374,752      1,389,905       (408,664)   (1,044,069)       223,037
- ------------   ------------  ------------   ------------  ------------    -----------   ------------  ------------   ------------
   3,494,750      2,814,678     1,400,108       (953,677)    4,556,485      2,077,255       (557,237)     (512,321)       961,807
- ------------   ------------  ------------   ------------  ------------    -----------   ------------  ------------   ------------


$  3,494,585   $  2,845,454  $  1,446,608   $   (699,424) $  4,777,374    $ 2,355,858  $    (569,234) $   (544,441)  $    940,503
============   ============  ============   ============  ============    ===========  =============  ============   ============


                                    SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A15 THROUGH A21
                                                                A6

</TABLE>

<PAGE>


                             FINANCIAL STATEMENTS OF
             PRUCO LIFE SINGLE PREMIUM VARIABLE APPRECIABLE ACCOUNT

STATEMENTS OF OPERATIONS
For the years ended December 31, 1998, 1997 and 1996
<TABLE>
<CAPTION>

                                                                                  SUBACCOUNTS                                       
                                            ------------------------------------------------------------------------------------
                                                              GLOBAL                                GOVERNMENT INCOME           
                                                             PORTFOLIO                                  PORTFOLIO               
                                            ---------------------------------------       --------------------------------------
                                              1998          1997             1996           1998          1997           1996   
                                            ---------    ----------        --------       --------      --------       ---------    
<S>                                         <C>          <C>               <C>            <C>           <C>            <C>          
INVESTMENT INCOME
 Dividend income .........................  $ 55,840     $  57,845         $ 86,459       $206,665      $206,624       $ 212,588    
                                            --------     ---------         --------       --------      --------       ---------    
EXPENSES                                    
 Charges to contract owners for assuming    
  mortality risk and expense risk and for   
  administration [Note 5A and 5B] ........    52,526        59,939           41,077         44,271        39,739          41,693    
 Reimbursement for excess expenses          
  [Note 5C] ..............................         0             0                0              0             0               0    
                                            --------     ---------         --------       --------      --------       ---------    
NET EXPENSES .............................    52,526        59,939           41,077         44,271        39,739          41,693    
                                            --------     ---------         --------       --------      --------       ---------    
NET INVESTMENT INCOME (LOSS) .............     3,314        (2,094)          45,382        162,394       166,885         170,895    
                                            --------     ---------         --------       --------      --------       ---------    
NET REALIZED AND UNREALIZED GAIN            
 (LOSS) ON INVESTMENTS                      
  Capital gains distributions received ...   179,296       220,780           67,416              0             0               0    
  Realized gain on shares redeemed .......   292,867       217,305           44,616         27,863        10,360          19,693    
  Net change in unrealized gain (loss) on   
   investments ...........................   490,506      (195,352)         399,470         75,637        79,214        (151,572)   
                                            --------     ---------         --------       --------      --------       ---------    
NET GAIN (LOSS) ON INVESTMENTS ...........   962,669       242,733          511,502        103,500        89,574        (131,879)   
                                            --------     ---------         --------       --------      --------       ---------    
NET INCREASE (DECREASE) IN                  
 NET ASSETS RESULTING FROM                  
 OPERATIONS ..............................  $965,983     $ 240,639         $556,884       $265,894      $256,459       $  39,016    
                                            ========     =========         ========       ========      ========       =========    






                                    SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A15 THROUGH A21

</TABLE>
                                                            A7
<PAGE>


<TABLE>
<CAPTION>

                                                    SUBACCOUNTS (CONTINUED)                                                   
- ----------------------------------------------------------------------------------------------------------------------------- 
         ZERO COUPON BOND 2005                        PRUDENTIAL JENNISON                    SMALL CAPITALIZATION STOCK       
               PORTFOLIO                                   PORTFOLIO                                  PORTFOLIO               
- ---------------------------------------    --------------------------------------      -------------------------------------- 
  1998           1997          1996           1998            1997         1996           1998          1997           1996   
- ---------      ---------      ---------    ----------       --------    ---------      ---------      --------        ------- 
 <S>            <C>           <C>          <C>              <C>         <C>            <C>            <C>             <C>     
                                                                                                                              
 $ 67,610       $ 82,336      $  95,552    $   10,066       $  5,707    $  2,691       $  20,302      $ 13,030        $ 5,233 
 --------       --------      ---------    ----------       --------    --------       ---------      --------        ------- 
                                                                                                                              
                                                                                                                              
                                                                                                                              
   16,747         17,408         21,882        58,214         30,596      13,404          40,152        23,358          7,208 
                                                                                                                              
   (2,960)        (4,673)        (2,205)            0              0           0               0             0              0 
 --------       --------      ---------    ----------       --------    --------       ---------      --------        ------- 
   13,787         12,735         19,677        58,214         30,596      13,404          40,152        23,358          7,208 
 --------       --------      ---------    ----------       --------    --------       ---------      --------        ------- 
   53,823         69,601         75,875       (48,148)       (24,889)    (10,713)        (19,850)      (10,328)        (1,975)
 --------       --------      ---------    ----------       --------    --------       ---------      --------        ------- 
                                                                                                                              
                                                                                                                              
    1,572         29,827         20,412        98,997        190,081           0         257,177       199,000         16,901 
   13,858         32,242          4,000       199,887         79,675       9,875           7,316        68,599          8,724 
                                                                                                                              
   74,315         18,525       (134,741)    1,286,712        328,629     151,305        (227,600)       97,148         67,298 
 --------       --------      ---------    ----------       --------    --------       ---------      --------        ------- 
   89,745         80,594       (110,329)    1,585,596        598,385     161,180          36,893       364,747         92,923 
 --------       --------      ---------    ----------       --------    --------       ---------      --------        ------- 
                                                                                                                              
                                                                                                                              
 $143,568       $150,195      $ (34,454)   $1,537,448       $573,496    $150,467       $  17,043      $345,419        $90,948 
 ========       ========      =========    ==========       ========    ========       =========      ========        ======= 
 
 
 
 
 
 
                                  SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A15 THROUGH A21 
                                                                                             

</TABLE>
                                                            A8

<PAGE>


                             FINANCIAL STATEMENTS OF
                 PRUCO LIFE SINGLE PREMIUM VARIABLE LIFE ACCOUNT

STATEMENTS OF CHANGES IN NET ASSETS
For the years ended December 31, 1998, 1997 and 1996
<TABLE>
<CAPTION>

                                                                                  SUBACCOUNTS                                       
                                             ---------------------------------------------------------------------------------------
                                                               MONEY                                    DIVERSIFIED                 
                                                              MARKET                                       BOND                     
                                                             PORTFOLIO                                   PORTFOLIO                  
                                             ----------------------------------------    -------------------------------------------
                                                 1998          1997           1996           1998          1997           1996      
                                             -----------   -----------    -----------    -----------   -----------    --------------
<S>                                          <C>           <C>            <C>            <C>           <C>            <C>           
OPERATIONS:

 Net investment income (loss) .............. $   586,383   $   625,294    $   654,806    $   423,985   $   606,527    $   597,724   
 Capital gains distributions received ......           0             0              0         32,315       116,326              0   
 Realized gain (loss) on shares redeemed ...           0             0              0         45,770        92,708         46,177   
 Net change in unrealized gain (loss) on
  investments ..............................           0             0              0         (6,633)     (116,684)      (366,764)  
                                             -----------   -----------    -----------    -----------   -----------    -----------   


NET INCREASE (DECREASE) IN
 NET ASSETS RESULTING FROM
 OPERATIONS ................................     586,383       625,294        654,806        495,437       698,877        277,137   
                                             -----------   -----------    -----------    -----------   -----------    -----------   


NET INCREASE (DECREASE) IN
 NET ASSETS RESULTING FROM
 PREMIUM PAYMENTS AND OTHER
 OPERATING TRANSFERS [Note 7] ..............  (1,706,948)   (1,729,693)    (5,721,859)      (810,206)   (2,743,619)    (2,217,069)  
                                             -----------   -----------    -----------    -----------   -----------    -----------   


NET INCREASE (DECREASE) IN
 NET ASSETS RETAINED IN THE
 ACCOUNT [Note 8] ..........................    (137,157)      106,939       (915,025)      (154,788)      103,316         43,136   
                                             -----------   -----------    -----------    -----------   -----------    -----------   


TOTAL INCREASE (DECREASE) IN
 NET ASSETS ................................  (1,257,722)     (997,460)    (5,982,078)      (469,557)   (1,941,426)    (1,896,796)  


NET ASSETS:
 Beginning of year .........................  14,339,522    15,336,982     21,319,060      8,909,872    10,851,298     12,748,094   
                                             -----------   -----------    -----------    -----------   -----------    -----------   
 End of year ............................... $13,081,800   $14,339,522    $15,336,982    $ 8,440,315   $ 8,909,872    $10,851,298   
                                             ===========   ===========    ===========    ===========   ===========    ===========   


















                                    SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A15 THROUGH A21 

                                                              A9

</TABLE>

<PAGE>


<TABLE>
<CAPTION>

                                                         SUBACCOUNTS (CONTINUED)                                                   
- ---------------------------------------------------------------------------------------------------------------------------------
                                                             FLEXIBLE                                  CONSERVATIVE              
                  EQUITY                                      MANAGED                                    BALANCED                
                 PORTFOLIO                                   PORTFOLIO                                   PORTFOLIO               
- ------------------------------------------   ----------------------------------------    ----------------------------------------
      1998          1997          1996           1998           1997           1996          1998           1997          1996   
- -------------   -----------   -----------    -----------   -----------    -----------    -----------   -----------    -----------
 <S>            <C>           <C>            <C>           <C>            <C>            <C>           <C>            <C>S          
                                                                                                                                    
                                                                                                                                    
 $   369,709    $   609,950   $   632,954    $ 1,615,548   $ 1,428,467    $ 1,439,109    $ 2,752,905   $ 3,069,048    $ 2,589,376   
   6,071,668      3,061,685     4,590,879      7,397,085    10,983,219      6,748,281      5,205,075     9,442,317      5,364,643   
   2,177,325      3,103,596     1,516,095        962,703     2,316,946      1,582,636        894,531     1,726,707      1,560,460   
                                                                                                                                    
  (4,180,231)     4,613,512     1,084,389     (3,534,674)   (3,350,945)    (1,468,777)       (45,061)   (4,126,123)       (59,931)  
 -----------    -----------   -----------    -----------   -----------    -----------    -----------   -----------    -----------   
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
   4,438,471     11,388,743     7,824,317      6,440,662    11,377,687      8,301,249      8,807,450    10,111,949      9,454,548   
 -----------    -----------   -----------    -----------   -----------    -----------    -----------   -----------    -----------   
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
 (4,245,718)    (7,797,946)   (4,080,845)    (6,579,039)   (9,503,739)    (7,933,681)    (7,722,127)  (10,144,349)    (9,872,985)   
- -----------    -----------   -----------    -----------   -----------    -----------    -----------   -----------    -----------    
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
    (30,743)       (95,520)       83,397        (36,959)     (476,182)       215,390       (211,759)      (26,817)       (92,223)   
- -----------    -----------   -----------    -----------   -----------    -----------    -----------   -----------    -----------    
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
    162,010      3,495,277     3,826,869       (175,336)    1,397,766        582,958        873,564       (59,217)      (510,660)   
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
 55,251,646     51,756,369    47,929,500     72,877,705    71,479,939     70,896,981     87,296,515    87,355,732     87,866,392    
- -----------    -----------   -----------    -----------   -----------    -----------    -----------   -----------    -----------    
$55,413,656    $55,251,646   $51,756,369    $72,702,369   $72,877,705    $71,479,939    $88,170,079   $87,296,515    $87,355,732    
===========    ===========   ===========    ===========   ===========    ===========    ===========   ===========    ===========    
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                       SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A15 THROUGH A21                                   
                                                                                
                                                                A10
                                                                                
                                                                                
                                                                                
                                                                                
</TABLE>

<PAGE>


                             FINANCIAL STATEMENTS OF
                 PRUCO LIFE SINGLE PREMIUM VARIABLE LIFE ACCOUNT

STATEMENTS OF CHANGES IN NET ASSETS
For the years ended December 31, 1998, 1997 and 1996
<TABLE>
<CAPTION>

                                                                                  SUBACCOUNTS                                       
                                             ------------------------------------------------------------------------------------
                                                            ZERO COUPON                                    HIGH                  
                                                             BOND 2000                                  YIELD BOND               
                                                             PORTFOLIO                                   PORTFOLIO               
                                             ----------------------------------------    ----------------------------------------
                                                 1998          1997           1996          1998           1997          1996    
                                             ------------  -----------    -----------    -----------   -----------    -----------   
<S>                                          <C>           <C>            <C>            <C>           <C>            <C>           
OPERATIONS:

 Net investment income (loss) .............  $    99,810   $   125,325    $   103,734    $   533,836   $   538,634    $   528,747   
 Capital gains distributions received .....       33,785       122,909              0              0             0              0   
 Realized gain (loss) on shares redeemed ..       20,011        31,433         61,546        (18,283)         (634)        (8,889)  
 Net change in unrealized gain (loss) on
  investments .............................        8,455      (101,802)      (156,572)      (733,132)      221,974         89,453   
                                             -----------   -----------    -----------    -----------   -----------    -----------   


NET INCREASE (DECREASE) IN
 NET ASSETS RESULTING FROM
 OPERATIONS ...............................      162,061       177,865          8,708       (217,579)      759,974        609,311   
                                             -----------   -----------    -----------    -----------   -----------    -----------   


NET INCREASE (DECREASE) IN
 NET ASSETS RESULTING FROM
 PREMIUM PAYMENTS AND OTHER
 OPERATING TRANSFERS [Note 7] .............     (325,127)     (502,896)      (883,895)      (271,458)     (363,077)      (652,164)  
                                             -----------   -----------    -----------    -----------   -----------    -----------   


NET INCREASE (DECREASE) IN
 NET ASSETS RETAINED IN THE
 ACCOUNT [Note 8] .........................       (1,670)     (103,168)        85,488          1,358         7,704        (26,102)  
                                             -----------   -----------    -----------    -----------   -----------    -----------   

TOTAL INCREASE (DECREASE) IN
 NET ASSETS ...............................     (164,736)     (428,199)      (789,699)      (487,679)      404,601        (68,955)  
                                             -----------   -----------    -----------    -----------   -----------    -----------   



NET ASSETS:
 Beginning of year ........................    2,691,277     3,119,476      3,909,175      6,633,468     6,228,867      6,297,822   
                                             -----------   -----------    -----------    -----------   -----------    -----------   
 End of year ..............................  $ 2,526,541   $ 2,691,277    $ 3,119,476    $ 6,145,789   $ 6,633,468    $ 6,228,867   
                                             ===========   ===========    ===========    ===========   ===========    ===========   




















                                    SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A15 THROUGH A21                                      


                                                                A11
</TABLE>

<PAGE>



<TABLE>
<CAPTION>

                                                     SUBACCOUNTS (CONTINUED)                                                        
- ---------------------------------------------------------------------------------------------------------------------------------   
                                                                                                         NATURAL                    
               STOCK INDEX                                EQUITY INCOME                                 RESOURCES                   
                PORTFOLIO                                   PORTFOLIO                                   PORTFOLIO                   
- ----------------------------------------     ----------------------------------------   -----------------------------------------   
    1998          1997           1996          1998           1997           1996          1998           1997          1996        
- -----------    -----------   -----------     ----------   -----------    -----------  ------------    -----------    -----------    
<S>            <C>           <C>            <C>           <C>            <C>          <C>             <C>            <C>            
                                                                                                                                    
                                                                                                                                    
       (165)   $    30,776   $    46,500    $   254,253   $   220,889    $   278,603    $   (11,997)  $   (32,120)   $   (21,304)   
    258,678        354,981        97,668      1,059,876     1,682,299        428,472        169,689       456,104        531,704    
    864,659        565,902       322,008        705,153       499,434        258,878       (318,262)       75,644        207,066    
                                                                                                                                    
  2,371,413      1,893,795       980,432     (2,718,706)    2,374,752      1,389,905       (408,664)   (1,044,069)       223,037    
- -----------    -----------   -----------    -----------   -----------    -----------    -----------   -----------    -----------    
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
  3,494,585      2,845,454     1,446,608       (699,424)    4,777,374      2,355,858       (569,234)     (544,441)       940,503    
- -----------    -----------   -----------    -----------   -----------    -----------    ------------  -----------    -----------    
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
    986,955      1,333,982       694,843     (1,194,994)      194,694     (1,077,303)      (845,964)     (329,203)       405,943    
- -----------    -----------   -----------    -----------   -----------    -----------    -----------   -----------    -----------    
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
    (53,472)       (16,739)       (5,765)       (13,031)      (14,032)       (36,611)         5,119         3,421       (372,815)   
- -----------    -----------   -----------    -----------   -----------    -----------    -----------   -----------    -----------    
                                                                                                                                    
                                                                                                                                    
  4,428,068      4,162,697     2,135,686     (1,907,449)    4,958,036      1,241,944     (1,410,079)     (870,223)       973,631    
- -----------    -----------   -----------    -----------   -----------    -----------    -----------   -----------    -----------    
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
 12,767,370      8,604,673     6,468,987     18,686,987    13,728,951     12,487,007      3,513,172     4,383,395      3,409,764    
- -----------    -----------   -----------    -----------   -----------    -----------    -----------   -----------    -----------    
$17,195,438    $12,767,370   $ 8,604,673    $16,779,538   $18,686,987    $13,728,951    $ 2,103,093   $ 3,513,172    $ 4,383,395    
===========    ===========   ===========    ===========   ===========    ===========    ===========   ===========    ===========    
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
                                   SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A15 THROUGH A21                                       
                                                                                                                                    


                                                                A12

</TABLE>

<PAGE>


                             FINANCIAL STATEMENTS OF
                 PRUCO LIFE SINGLE PREMIUM VARIABLE LIFE ACCOUNT

STATEMENTS OF CHANGES IN NET ASSETS
For the years ended December 31, 1998, 1997 and 1996
<TABLE>
<CAPTION>

                                                                                    SUBACCOUNTS                                     
                                             ------------------------------------------------------------------------------------
                                                                                                        GOVERNMENT               
                                                              GLOBAL                                      INCOME                 
                                                             PORTFOLIO                                   PORTFOLIO               
                                             ----------------------------------------    ----------------------------------------
                                                 1998          1997           1996          1998           1997            1996  
                                             -----------   -----------    -----------    -----------   -----------    -----------
<S>                                          <C>           <C>            <C>            <C>           <C>            <C>
OPERATIONS:
 Net investment income (loss) .............  $     3,314   $    (2,094)   $    45,382    $   162,394   $   166,885    $   170,895   
 Capital gains distributions received .....      179,296       220,780         67,416              0             0              0   
 Realized gain (loss) on shares redeemed ..      292,867       217,305         44,616         27,863        10,360         19,693   
 Net change in unrealized gain (loss) on
  investments .............................      490,506      (195,352)       399,470         75,637        79,214       (151,572)  
                                             -----------   -----------    -----------    -----------   -----------    -----------   


NET INCREASE (DECREASE) IN
 NET ASSETS RESULTING FROM
 OPERATIONS ...............................      965,983       240,639        556,884        265,894       256,459         39,016   
                                             -----------   -----------    -----------    -----------   -----------    -----------   


NET INCREASE (DECREASE) IN
 NET ASSETS RESULTING FROM
 PREMIUM PAYMENTS AND OTHER
 OPERATING TRANSFERS [Note 7] .............   (1,220,082)     (172,011)     1,711,765        193,233      (261,680)       (20,151)  
                                             -----------   -----------    -----------    -----------   -----------    -----------   


NET INCREASE (DECREASE) IN
 NET ASSETS RETAINED IN THE
 ACCOUNT [Note 8] .........................      (60,770)       (1,051)        (8,688)        (4,569)       (3,582)      (301,155)  
                                             -----------   -----------    -----------    -----------   -----------    -----------   


TOTAL INCREASE (DECREASE) IN
 NET ASSETS ...............................     (314,869)       67,577      2,259,961        454,558        (8,803)      (282,290)  


NET ASSETS:
Beginning of year .........................    4,610,993     4,543,416      2,283,455      3,317,808     3,326,611      3,608,901   
                                             -----------   -----------    -----------    -----------   -----------    -----------   
End of year ...............................  $ 4,296,124   $ 4,610,993    $ 4,543,416    $ 3,772,366   $ 3,317,808    $ 3,326,611   
                                             ===========   ===========    ===========    ===========   ===========    ===========   















                                    SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A15 THROUGH A21


                                                               A13


</TABLE>


<PAGE>








<TABLE>
<CAPTION>

                                                     SUBACCOUNTS (CONTINUED)                                                       
- ---------------------------------------------------------------------------------------------------------------------------------  
               ZERO COUPON                                 PRUDENTIAL                             SMALL CAPITALIZATION             
                BOND 2005                                   JENNISON                                      STOCK                    
                PORTFOLIO                                   PORTFOLIO                                   PORTFOLIO                  
- ----------------------------------------     ---------------------------------------    -----------------------------------------  
    1998          1997           1996           1998           1997           1996          1998           1997          1996      
- -----------    -----------   -----------     ----------   -----------    -----------    -----------   -------------  ------------  
<S>            <C>           <C>            <C>           <C>            <C>            <C>           <C>            <C>
$    53,823    $    69,601   $    75,875    $   (48,148)  $   (24,889)   $   (10,713)   $   (19,850)  $   (10,328)   $    (1,975)  
      1,572         29,827        20,412         98,997       190,081              0        257,177       199,000         16,901   
     13,858         32,242         4,000        199,887        79,675          9,875          7,315        68,599          8,724   
                                                                                                                                   
     74,315         18,525      (134,741)     1,286,712       328,629        151,305       (227,599)       97,148         67,298   
- -----------    -----------   -----------    -----------   -----------    -----------    -----------   -----------    -----------   
                                                                                                                                   
                                                                                                                                   
                                                                                                                                   
                                                                                                                                   
    143,568        150,195       (34,454)     1,537,448       573,496        150,467         17,043       354,419         90,948   
- -----------    -----------   -----------    -----------   -----------    -----------    -----------   -----------    -----------   
                                                                                                                                   
                                                                                                                                   
                                                                                                                                   
                                                                                                                                   
                                                                                                                                   
      1,736       (419,095)       95,080      1,935,923     1,286,255        893,360      1,367,260     1,315,574        708,061   
- -----------    -----------   -----------    -----------   -----------    -----------    -----------   -----------    -----------   
                                                                                                                                   
                                                                                                                                   
                                                                                                                                   
                                                                                                                                   
        460       (378,102)      351,597         (3,857)       18,394        (35,955)       (47,114)       26,783         22,215   
- -----------    -----------   -----------    -----------   -----------    -----------    -----------   -----------    -----------   
                                                                                                                                   
                                                                                                                                   
                                                                                                                                   
    145,764       (647,002)      412,223      3,469,514     1,878,145      1,007,872      1,337,189     1,696,776        821,224   
                                                                                                                                   
                                                                                                                                   
                                                                                                                                   
  1,244,791      1,891,793     1,479,570      3,369,809     1,491,664        483,792      3,013,139     1,316,363        495,139   
- -----------    -----------   -----------    -----------   -----------    -----------    -----------   -----------    -----------   
$ 1,390,555    $ 1,244,791   $ 1,891,793    $ 6,839,323   $ 3,369,809    $ 1,491,664    $ 4,350,328   $ 3,013,139    $ 1,316,363   
===========    ===========   ===========    ===========   ===========    ===========    ===========   ===========    ===========   
                                                                                                                                   
                                                                                                                                   
                                                                                                                                   
                                                                                                                                   
                                                                                                                                   
                                                                                                                                   
                                                                                                                                   
                                                                                                                                   
                                                                                                                                   
                                                                                                                                   
                                                                                                                                   
                                                                                                                                   
                                                                                                                                   
                                                                                                                                   
                                                                                                                                   
                                   SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A15 THROUGH A21                                      


                                                            A14



</TABLE>

<PAGE>


                        NOTES TO FINANCIAL STATEMENTS OF
                 PRUCO LIFE SINGLE PREMIUM VARIABLE LIFE ACCOUNT
                                DECEMBER 31, 1998

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 ("Prudential"). The assets of the Account are segregated
          from Pruco Life's other assets. Proceeds from sales of the Pruco Life
          Discovery Life Plus product are invested in the Account as directed by
          the contract owners.

          The Account is registered under the Investment Company Act of 1940, as
          amended, as a unit investment trust. There are fifteen 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 Prudential.

NOTE 2:   SIGNIFICANT ACCOUNTING POLICIES

          The accompanying financial statements are prepared in conformity with
          generally accepted accounting principles ("GAAP"). The preparation of
          the financial statements in conformity with GAAP requires management
          to make estimates and assumptions that affect the reported amounts and
          disclosures. Actual results could differ from those estimates.

          Investments--The investments in shares of the Series Fund are stated
          at the net asset value of the respective portfolio.

          Security Transactions--Realized gains and losses on security
          transactions are reported on an average cost basis. Purchase and sale
          transactions are recorded as of the trade date of the security being
          purchased or sold.
         
          Distributions Received--Dividend and capital gain distributions
          received are reinvested in additional shares of the Series Fund and
          are recorded on the ex-dividend date.


                                      A15

<PAGE>


NOTE 3:   INVESTMENT INFORMATION FOR THE PRUDENTIAL SERIES FUND, INC. PORTFOLIOS

          The net asset value per share (rounded) for each portfolio of the
          Series Fund, the number of shares of each portfolio held by the
          subaccounts and the aggregate cost of investments in such shares at
          December 31, 1998 were as follows:
<TABLE>
<CAPTION>

                                                                                      PORTFOLIOS
                                                        -----------------------------------------------------------------------
                                                            MONEY      DIVERSIFIED                    FLEXIBLE    CONSERVATIVE
                                                           MARKET         BOND          EQUITY         MANAGED      BALANCED
                                                        -----------    -----------   -----------    -----------   -------------
<S>                                                     <C>            <C>           <C>            <C>           <C>
          Number of shares: ..........................    1,308,180        763,058     1,869,758      4,390,038     5,846,605
          Net asset value per share (rounded): .......  $     10.00    $     11.06   $     29.64    $     16.56   $     15.08
          Cost: ......................................  $13,081,800    $ 8,297,537   $41,668,997    $69,915,782   $82,569,908

<CAPTION>

                                                                                PORTFOLIOS (CONTINUED)
                                                        -----------------------------------------------------------------------
                                                         ZERO COUPON   HIGH YIELD        STOCK         EQUITY        NATURAL
                                                          BOND 2000       BOND           INDEX         INCOME       RESOURCES
                                                        ------------   -----------   -----------    -----------   -------------
<S>                                                     <C>            <C>           <C>            <C>           <C> 
          Number of shares: ..........................      198,367        852,646       455,629        837,615       175,500
          Net asset value per share (rounded): .......  $     12.74    $      7.21   $     37.74    $     20.03   $     11.98
          Cost: ......................................  $ 2,420,336    $ 6,825,616   $10,392,695    $14,553,881   $ 3,055,925

<CAPTION>

                                                                                PORTFOLIOS (CONTINUED)
                                                        -----------------------------------------------------------------------
                                                                                                                      SMALL
                                                                       GOVERNMENT     ZERO COUPON    PRUDENTIAL  CAPITALIZATION
                                                           GLOBAL        INCOME        BOND 2005      JENNISON        STOCK
                                                        -----------    -----------   ------------   -----------   -------------
<S>                                                     <C>            <C>           <C>            <C>           <C> 
          Number of shares: ..........................      203,060        317,790       103,459        286,082       295,727
          Net asset value per share (rounded): .......  $     21.16    $     11.87   $     13.44    $     23.91   $     14.71
          Cost: ......................................  $ 3,549,144    $ 3,617,835   $ 1,282,251    $ 5,057,832   $ 4,405,926
</TABLE>

NOTE 4:   CONTRACT OWNER UNIT INFORMATION

          Outstanding contract owner units, unit values and total value of
          contract owner equity at December 31, 1998 were as follows:
<TABLE>
<CAPTION>

                                                                                  SUBACCOUNTS
                                                   ----------------------------------------------------------------------------
                                                     MONEY        DIVERSIFIED                      FLEXIBLE      CONSERVATIVE
                                                    MARKET           BOND           EQUITY          MANAGED        BALANCED
                                                   PORTFOLIO       PORTFOLIO       PORTFOLIO       PORTFOLIO       PORTFOLIO
                                                   -----------    -----------     -----------     -----------     -----------
<S>                                                <C>            <C>             <C>             <C>             <C> 
          Contract Owner Units Outstanding ......    7,218,740      3,270,705       9,923,063      18,705,520      26,970,833
          Unit Value ............................  $   1.81220    $   2.58058     $   5.58433     $   3.88668     $   3.26909
                                                   -----------    -----------     -----------     -----------     -----------
          TOTAL CONTRACT OWNER EQUITY ...........  $13,081,800    $ 8,440,315     $55,413,656     $72,702,369     $88,170,079
                                                   ===========    ===========     ===========     ===========     ===========
<CAPTION>

                                                                            SUBACCOUNTS (CONTINUED)
                                                  -----------------------------------------------------------------------------
                                                  ZERO COUPON     HIGH YIELD         STOCK          EQUITY          NATURAL
                                                   BOND 2000         BOND            INDEX          INCOME         RESOURCES
                                                   PORTFOLIO       PORTFOLIO       PORTFOLIO       PORTFOLIO       PORTFOLIO
                                                  -------------   -----------     -----------      ----------      ----------
<S>                                               <C>             <C>             <C>             <C>             <C>
          Contract Owner Units Outstanding ......     881,154       2,777,243       3,571,942       4,276,196       1,040,800
          Unit Value ............................ $   2.86731     $   2.21291     $   4.81403     $   3.92394     $   2.02065
                                                  -----------     -----------     -----------     -----------     -----------
          TOTAL CONTRACT OWNER EQUITY ........... $ 2,526,541     $ 6,145,789     $17,195,438     $16,779,538     $ 2,103,093
                                                  ===========     ===========     ===========     ===========     ===========

<CAPTION>
                                                                            SUBACCOUNTS (CONTINUED)
                                                  -----------------------------------------------------------------------------
                                                                                                                     SMALL
                                                                  GOVERNMENT      ZERO COUPON     PRUDENTIAL    CAPITALIZATION
                                                    GLOBAL          INCOME         BOND 2005       JENNISON          STOCK
                                                   PORTFOLIO       PORTFOLIO       PORTFOLIO       PORTFOLIO       PORTFOLIO
                                                  -----------     -----------     -----------     -----------     ------------
<S>                                               <C>             <C>             <C>             <C>             <C> 
          Contract Owner Units Outstanding ......   2,521,022       1,869,646         558,487       2,753,716       2,552,395
          Unit Value ............................ $   1.70412     $   2.01769     $   2.48986     $   2.48367     $   1.70441
                                                  -----------     -----------     -----------     -----------     -----------
          TOTAL CONTRACT OWNER EQUITY ........... $ 4,296,124     $ 3,772,366     $ 1,390,555     $ 6,839,323     $ 4,350,328
                                                  ===========     ===========     ===========     ===========     ===========

</TABLE>

                                                                    A16


<PAGE>


NOTE 5:   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.
             Mortality risk is that contract owners may not live as long as
             estimated and expense risk is that the cost of issuing and
             administering the policies may exceed the related charges by
             Pruco Life.

          B. Administration Charges

             The administration charges at an effective annual rate of 0.35%
             are applied daily against the net assets representing equity of
             contract owners held in each subaccount. Administration charges
             include costs associated with issuing the contract, establishing
             and maintaining records, and providing reports to contract
             owners.

          C. Expense Reimbursement

             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, Diversified Bond, Equity, Flexible Managed, Conservative
             Balanced and 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.

          D. Deferred Sales Charge

             A deferred sales charge is imposed upon surrenders 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 year of the contract. No sales charge will be imposed
             on death benefits.

          E. Cost of Insurance Charges

             Contract owner contributions are subject to certain deductions
             prior to being invested in the Account. The deductions are for
             (1) transaction costs which are deducted from each premium
             payment to cover premium collection and processing costs; (2)
             state premium taxes; (3) sales charges which are deducted in
             order to compensate Prudential for the cost of selling the
             contract. Contracts are also subject to monthly charges for the
             costs of administering the contract and to compensate Prudential
             for the guaranteed minimum death benefit risk.

NOTE 6: TAXES

             Pruco Life is taxed as a "life insurance company" as defined by
             the Internal Revenue Code and the results of operations of the
             Account form a part of Prudential's consolidated federal tax
             return. Under current federal law, no federal income taxes are
             payable by the Account. As such, no provision for tax liability
             has been recorded in these financial statements.


                                      A17

<PAGE>


NOTE 7:   NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM PREMIUM
          PAYMENTS AND OTHER OPERATING TRANSFERS

          The following amounts represent components of contract owner activity
          for the years ended December 31, 1998 and 1997:
<TABLE>
<CAPTION>

                                                                                             SUBACCOUNTS
                                                                      --------------------------------------------------------
                                                                                  MONEY                     DIVERSIFIED
                                                                                 MARKET                        BOND
                                                                                PORTFOLIO                    PORTFOLIO
                                                                      -------------------------     --------------------------
                                                                          1998          1997           1998         1997
                                                                      -----------   -----------     ----------- --------------
<S>                                                                   <C>           <C>             <C>         <C>
          Contract Owner Net Payments ..............................  $   357,060   $     2,455     $  (15,424)  $    28,055
          Policy Loans .............................................     (510,262)     (504,190)      (246,911)     (342,659)
          Policy Loan Repayments and Interest ......................      453,037       832,657        397,247       656,320
          Surrenders, Withdrawals and Death Benefits ...............   (2,569,176)   (3,173,140)    (1,156,635)   (2,236,152)
          Net Transfers From (To) Other Subaccounts or
           Fixed Rate Options ......................................      667,550     1,219,681        272,626      (778,186)
          Administrative and Other Charges .........................     (105,157)     (107,156)       (61,109)      (70,997)
                                                                      -----------   -----------     ----------   -----------
           Net Increase (Decrease) in Net Assets Resulting
            From Premium Payments and Other Operating Transfers ....  $(1,706,948)  $(1,729,693)    $ (810,206)  $(2,743,619)
                                                                      ===========   ===========     ==========   ===========

<CAPTION>
                                                                                       SUBACCOUNTS (CONTINUED)
                                                                      --------------------------------------------------------
                                                                                                             FLEXIBLE
                                                                                 EQUITY                       MANAGED
                                                                                PORTFOLIO                    PORTFOLIO
                                                                      -------------------------    ---------------------------
                                                                          1998         1997           1998           1997
                                                                      -----------  ------------    -----------   -------------
<S>                                                                   <C>          <C>             <C>           <C> 
          Contract Owner Net Payments ..............................  $   271,858   $   202,208    $    67,707   $   288,737
          Policy Loans .............................................   (1,507,262)   (1,731,662)    (2,021,771)   (2,609,808)
          Policy Loan Repayments and Interest ......................    1,102,094     2,080,991      2,440,602     2,179,726
          Surrenders, Withdrawals and Death Benefits ...............   (2,700,048)   (6,467,482)    (6,108,904)   (6,737,097)
          Net Transfers From (To) Other Subaccounts or
           Fixed Rate Options ......................................   (1,027,848)   (1,503,850)      (452,448)   (2,119,657)
          Administrative and Other Charges .........................     (384,512)     (378,151)      (504,225)     (505,640)
                                                                      -----------   -----------    -----------   -----------
           Net Increase (Decrease) in Net Assets Resulting
            From Premium Payments and Other Operating Transfers ....  $(4,245,718)  $(7,797,946)   $(6,579,039)  $(9,503,739)
                                                                      ===========   ===========    ===========   ===========

<CAPTION>
                                                                                      SUBACCOUNTS (CONTINUED)
                                                                      ---------------------------------------------------------
                                                                                                               ZERO
                                                                             CONSERVATIVE                   COUPON BOND
                                                                               BALANCED                        2000
                                                                               PORTFOLIO                     PORTFOLIO
                                                                      -------------------------     ---------------------------
                                                                         1998           1997            1998          1997
                                                                      -----------  ------------     ----------     ------------
<S>                                                                   <C>          <C>              <C>            <C> 
          Contract Owner Net Payments ..............................  $    75,425  $    219,959      $      70     $       0
          Policy Loans .............................................   (2,037,303)   (2,403,648)       (54,838)      (32,633)
          Policy Loan Repayments and Interest ......................    2,607,154     2,631,712         25,690        37,545
          Surrenders, Withdrawals and Death Benefits ...............   (6,533,648)   (8,978,479)      (279,446)     (192,247)
          Net Transfers From (To) Other Subaccounts or
           Fixed Rate Options ......................................   (1,234,671)   (1,016,900)         1,081      (295,618)
          Administrative and Other Charges .........................     (599,084)     (596,993)       (17,684)      (19,943)
                                                                      -----------  ------------      ---------     ---------
           Net Increase (Decrease) in Net Assets Resulting
            From Premium Payments and Other Operating Transfers ....  $(7,722,127) $(10,144,349)     $(325,127)    $(502,896)
                                                                      ===========  ============      =========     =========

<CAPTION>

                                                                                       SUBACCOUNTS (CONTINUED)
                                                                      ---------------------------------------------------------
                                                                             HIGH YIELD BOND                STOCK INDEX
                                                                                PORTFOLIO                    PORTFOLIO
                                                                      --------------------------    ---------------------------
                                                                          1998         1997             1998           1997
                                                                      -----------  -------------    -----------   -------------
<S>                                                                    <C>         <C>              <C>           <C>  
          Contract Owner Net Payments ..............................   $  210,930  $     87,727     $  206,175    $  150,392
          Policy Loans .............................................     (231,180)     (390,814)      (538,580)     (493,833)
          Policy Loan Repayments and Interest ......................      182,691       330,877        267,666       225,133
          Surrenders, Withdrawals and Death Benefits ...............     (272,377)     (571,349)      (875,404)     (815,101)
          Net Transfers From (To) Other Subaccounts or
           Fixed Rate Options ......................................     (107,059)      233,793      2,027,486     2,343,353
          Administrative and Other Charges .........................      (54,463)      (53,311)      (100,388)      (75,962)
                                                                       ----------   -----------     ----------    ----------
           Net Increase (Decrease) in Net Assets Resulting
            From Premium Payments and Other Operating Transfers ....   $ (271,458)  $  (363,077)    $  986,955    $1,333,982
                                                                       ==========   ===========     ==========    ==========

</TABLE>

                                                              A18

<PAGE>


NOTE 7: NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM PREMIUM PAYMENTS
        AND OTHER OPERATING TRANSFERS (CONTINUED)
<TABLE>
<CAPTION>

                                                                                     SUBACCOUNTS (CONTINUED)
                                                                    -----------------------------------------------------------
                                                                            EQUITY INCOME              NATURAL RESOURCES
                                                                              PORTFOLIO                    PORTFOLIO
                                                                    --------------------------     ----------------------------
                                                                        1998           1997           1998          1997
                                                                    -----------      ---------     ---------      --------
<S>                                                                 <C>            <C>             <C>           <C>
        Contract Owner Net Payments ..............................  $       951    $  101,609      $  (3,119)    $  30,997
        Policy Loans .............................................     (581,170)     (539,621)       (68,853)     (132,941)
        Policy Loan Repayments and Interest ......................      352,296       273,356        103,273        78,125
        Surrenders, Withdrawals and Death Benefits ...............     (720,743)     (956,562)      (268,172)     (284,770)
        Net Transfers From (To) Other Subaccounts or
         Fixed Rate Options ......................................     (113,110)    1,428,935       (589,122)       10,453
        Administrative and Other Charges .........................     (133,218)     (113,023)       (19,971)      (31,067)
                                                                    -----------    ----------      ---------     ---------
         Net Increase (Decrease) in Net Assets Resulting
          From Premium Payments and Other Operating Transfers ....  $(1,194,994)   $  194,694      $(845,964)    $(329,203)
                                                                    ===========    ==========      =========     =========

<CAPTION>

                                                                                     SUBACCOUNTS (CONTINUED)
                                                                    -----------------------------------------------------------
                                                                                                          GOVERNMENT
                                                                               GLOBAL                       INCOME
                                                                              PORTFOLIO                    PORTFOLIO
                                                                    --------------------------     ----------------------------
                                                                        1998           1997           1998           1997
                                                                    -----------     ----------     ---------      -------------
<S>                                                                 <C>             <C>            <C>            <C>
        Contract Owner Net Payments ..............................  $    (6,219)    $  12,437      $    (282)    $   1,959
        Policy Loans .............................................     (103,658)     (244,308)      (143,783)     (267,116)
        Policy Loan Repayments and Interest ......................       79,871       235,021        187,537       121,127
        Surrenders, Withdrawals and Death Benefits ...............     (235,225)     (460,434)      (268,690)     (100,728)
        Net Transfers From (To) Other Subaccounts or
         Fixed Rate Options ......................................     (925,202)      319,629        444,167         6,179
        Administrative and Other Charges .........................      (29,649)      (34,356)       (25,716)      (23,101)
                                                                    -----------     ---------      ---------     ---------
         Net Increase (Decrease) in Net Assets Resulting
          From Premium Payments and Other Operating Transfers ....  $(1,220,082)    $(172,011)     $ 193,233     $(261,680)
                                                                    ===========     =========      =========     ========= 

<CAPTION>

                                                                                     SUBACCOUNTS (CONTINUED)
                                                                    ------------------------------------------------------------ 
                                                                                ZERO
                                                                             COUPON BOND                  PRUDENTIAL
                                                                                2005                       JENNISON
                                                                              PORTFOLIO                    PORTFOLIO
                                                                    -------------------------     ------------------------------
                                                                        1998           1997           1998           1997
                                                                    ------------    ---------     ----------    ----------------
<S>                                                                   <C>         <C>             <C>             <C> 
        Contract Owner Net Payments ...............................   $20,226     $       0       $  276,061      $   48,980
        Policy Loans ..............................................   (19,041)      (20,480)        (111,328)       (122,317)
        Policy Loan Repayments and Interest .......................    15,402        16,234           51,582          18,884
        Surrenders, Withdrawals and Death Benefits ................   (31,559)      (37,869)         (62,418)       (129,973)
        Net Transfers From (To) Other Subaccounts or 
         Fixed Rate Options .......................................    26,097      (367,259)       1,814,286       1,487,125
        Administrative and Other Charges ..........................    (9,389)       (9,721)         (32,260)        (16,444)
                                                                      -------     ---------       ----------      ----------
         Net Increase (Decrease) in Net Assets Resulting                                                          
          From Premium Payments and Other Operating Transfers .....   $ 1,736     $(419,095)      $1,935,923      $1,286,255
                                                                      =======     =========       ==========      ==========
                                                                      
<CAPTION>

                                                                        SUBACCOUNTS (CONTINUED)
                                                                     --------------------------
                                                                                SMALL
                                                                           CAPITALIZATION
                                                                                STOCK
                                                                              PORTFOLIO
                                                                     --------------------------
                                                                        1998           1997
                                                                     ----------     -----------
<S>                                                                  <C>            <C>
        Contract Owner Net Payments ...............................  $   66,678    $   47,025
        Policy Loans ..............................................     (36,942)      (30,825)
        Policy Loan Repayments and Interest .......................      21,502        11,340
        Surrenders, Withdrawals and Death Benefits ................     (74,173)      (87,528)
        Net Transfers From (To) Other Subaccounts or
         Fixed Rate Options .......................................   1,411,270     1,387,801
        Administrative and Other Charges ..........................     (21,075)      (12,239)
                                                                     ----------    ----------
         Net Increase (Decrease) in Net Assets Resulting
          From Premium Payments and Other Operating Transfers .....  $1,367,260    $1,315,574
                                                                     ==========    ==========

</TABLE>

                                      A19


<PAGE>


NOTE 8:   NET INCREASE (DECREASE) IN NET ASSETS RETAINED IN THE ACCOUNT

          The increase (decrease) in net assets retained in the account
          represents the net contributions (withdrawals) of Pruco Life to (from)
          the Account. Effective October 13, 1998 Pruco Life no longer maintains
          a position in the account. Previously, Pruco Life maintained a
          position in the Account for liquidity purposes including unit
          purchases and redemptions, fund share transactions and expense
          processing.

NOTE 9:   UNIT ACTIVITY

          Transactions in units (including transfers among subaccounts) for the
          years ended December 31, 1998 and 1997 were as follows: 
<TABLE>
<CAPTION>
                                                                           SUBACCOUNTS
                                         ------------------------------------------------------------------------------------
                                                      MONEY MARKET                             DIVERSIFIED BOND
                                                        PORTFOLIO                                  PORTFOLIO
                                         ---------------------------------------   ------------------------------------------
                                           1998           1997         1996          1998            1997            1996
                                         ---------     ----------  ----------      ---------      ----------       ----------
<S>                                     <C>           <C>         <C>              <C>           <C>              <C>
          Contract Owner Contributions:  4,898,552     5,466,810    7,216,650       499,444         651,969        1,291,975
          Contract Owner Redemptions:   (5,840,803)   (6,468,089) (10,746,898)     (820,111)     (1,808,895)      (2,326,211)

<CAPTION>
                                                                    SUBACCOUNTS (CONTINUED)
                                         ------------------------------------------------------------------------------------
                                                         EQUITY                                FLEXIBLE MANAGED
                                                        PORTFOLIO                                  PORTFOLIO
                                         ---------------------------------------  -------------------------------------------
                                           1998           1997         1996          1998            1997            1996
                                         ---------    ----------   ----------    ----------      ----------       -----------
<S>                                     <C>           <C>          <C>           <C>             <C>              <C>
          Contract Owner Contributions:    615,879     1,048,054    1,690,948     1,084,619       1,082,825        1,350,356
          Contract Owner Redemptions:   (1,380,990)   (2,683,804)  (2,764,410)   (2,832,805)     (3,925,584)      (4,146,398)

<CAPTION>

                                                                    SUBACCOUNTS (CONTINUED)
                                        -------------------------------------------------------------------------------------
                                                  CONSERVATIVE BALANCED                      ZERO COUPON BOND 2000
                                                        PORTFOLIO                                  PORTFOLIO
                                        ----------------------------------------   ------------------------------------------
                                           1998           1997         1996          1998            1997             1996
                                        ----------    ----------   ----------      --------        ---------        ---------
<S>                                     <C>           <C>          <C>             <C>             <C>              <C>
          Contract Owner Contributions:  1,293,114     1,593,155    1,965,622        24,113          16,351          150,307
          Contract Owner Redemptions:   (3,776,432)   (5,145,688)  (5,968,854)     (142,259)       (207,678)        (504,229)

<CAPTION>

                                                                    SUBACCOUNTS (CONTINUED)
                                         ------------------------------------------------------------------------------------
                                                     HIGH YIELD BOND                              STOCK INDEX
                                                        PORTFOLIO                                  PORTFOLIO
                                         ---------------------------------------   ------------------------------------------
                                           1998           1997         1996          1998            1997             1996
                                         ----------   -----------  -----------     ---------      ---------        ----------
<S>                                       <C>         <C>          <C>             <C>            <C>              <C>
          Contract Owner Contributions:    632,269       841,648      797,424       914,189       1,245,598        1,062,804
          Contract Owner Redemptions:     (745,640)   (1,005,588)  (1,128,838)     (694,885)       (856,444)        (795,555)


                                                                    SUBACCOUNTS (CONTINUED)
                                         ------------------------------------------------------------------------------------
                                                      EQUITY INCOME                            NATURAL RESOURCES
                                                        PORTFOLIO                                  PORTFOLIO
                                         ---------------------------------------   ------------------------------------------
                                           1998           1997         1996          1998            1997            1996
                                         ---------      --------    ------------   ---------       --------         ---------
<S>                                       <C>           <C>        <C>             <C>             <C>              <C>
         Contract Owner Contributions:     548,985       808,744      595,203       169,484         454,152          916,223
          Contract Owner Redemptions:     (864,017)     (764,150)  (1,007,416)     (544,078)       (584,279)        (755,614)

<CAPTION>
                                                                    SUBACCOUNTS (CONTINUED)
                                         ------------------------------------------------------------------------------------
                                                         GLOBAL                                GOVERNMENT INCOME
                                                        PORTFOLIO                                  PORTFOLIO
                                         ---------------------------------------   ------------------------------------------
                                           1998           1997         1996          1998            1997             1996
                                         ---------    ----------   -----------     ---------       --------         ---------
<S>                                     <C>           <C>          <C>             <C>             <C>              <C>
          Contract Owner Contributions:    398,412     1,536,857    2,603,488       454,867         218,187          294,632
          Contract Owner Redemptions:   (1,194,394)   (1,659,345)  (1,186,505)     (354,278)       (369,775)        (305,048)

<CAPTION>

                                                                    SUBACCOUNTS (CONTINUED)
                                         ------------------------------------------------------------------------------------ 
                                                       ZERO COUPON                                PRUDENTIAL
                                                   BOND 2005 PORTFOLIO                        JENNISON PORTFOLIO
                                         ---------------------------------------  -------------------------------------------
                                           1998           1997         1996          1998            1997            1996
                                         ----------     ---------    --------     ---------       ----------       ----------
<S>                                       <C>           <C>          <C>          <C>             <C>              <C>
          Contract Owner Contributions:    112,598       277,366      363,946     1,670,396       1,274,986        1,293,924
          Contract Owner Redemptions:     (110,069)     (470,673)    (320,642)     (758,770)       (490,572)        (605,796)

</TABLE>

                                                 SUBACCOUNTS (CONTINUED)
                                         -------------------------------------
                                                   SMALL CAPITALIZATION
                                                     STOCK PORTFOLIO
                                         -------------------------------------
                                            1998           1997         1996
                                         ---------     ---------    ----------
          Contract Owner Contributions:  1,224,706     1,446,653    1,030,250
          Contract Owner Redemptions:     (382,979)     (665,592)    (516,974)


                                      A20

<PAGE>


NOTE 10:  PURCHASES AND SALES OF INVESTMENTS

          The aggregate costs of purchases and proceeds from sales of
          investments in the Series Fund for the year ended December 31, 1998
          were as follows:
<TABLE>
<CAPTION>

                                                                                   PORTFOLIOS
                                                   -----------------------------------------------------------------------------
                                                      MONEY        DIVERSIFIED                      FLEXIBLE       CONSERVATIVE
                                                     MARKET           BOND           EQUITY          MANAGED         BALANCED
                                                   ------------   ------------     -----------     -----------   ---------------
<S>                                                <C>            <C>              <C>             <C>             <C>
          Purchases ............................   $ 6,746,936     $   679,770     $ 1,176,417     $   967,736     $   613,943
          Sales ................................   $(8,770,142)    $(1,752,098)    $(6,107,352)    $(8,327,042)    $(9,490,098)

<CAPTION>

                                                                             PORTFOLIOS (CONTINUED)
                                                   -----------------------------------------------------------------------------
                                                   ZERO COUPON      HIGH YIELD         STOCK          EQUITY         NATURAL
                                                    BOND 2000          BOND            INDEX          INCOME        RESOURCES
                                                   -----------     -----------     -----------     -----------     -----------
<S>                                                <C>             <C>             <C>             <C>             <C>
          Purchases ............................   $    69,855     $ 1,350,306     $ 3,058,583     $ 1,729,244     $    99,915
          Sales ................................   $  (382,668)    $(1,681,964)    $(2,306,208)    $(3,149,060)    $  (976,858)

<CAPTION>

                                                                             PORTFOLIOS (CONTINUED)
                                                   -----------------------------------------------------------------------------
                                                                                                                     SMALL
                                                                   GOVERNMENT      ZERO COUPON     PRUDENTIAL   CAPITALIZATION
                                                     GLOBAL          INCOME         BOND 2005       JENNISON         STOCK
                                                   ------------   ------------     -----------     -----------  --------------
<S>                                                <C>             <C>             <C>             <C>             <C>
          Purchases ............................   $   517,620     $   763,028     $   248,021     $ 3,097,260     $ 1,913,931
          Sales ................................   $(1,850,998)    $  (618,635)    $  (199,544)    $(1,219,355)    $  (633,938)

</TABLE>

                                                                      A21
<PAGE>


                        REPORT OF INDEPENDENT ACCOUNTANTS

To the Contract Owners of the
Pruco Life Single Premium Variable Life Account
and the Board of Directors of
Pruco Life Insurance Company

In our opinion, the accompanying statements of net assets and the related
statements of operations and of changes in net assets present fairly, in all
material respects, the financial position of the subaccounts (Money Market
Portfolio, Diversified Bond Portfolio, Equity Portfolio, Flexible Managed
Portfolio, Conservative Balanced Portfolio, Zero Coupon Bond 2000 Portfolio,
High Yield Bond Portfolio, Stock Index Portfolio, Equity Income Portfolio,
Natural Resources Portfolio, Global Portfolio, Government Income Portfolio, Zero
Coupon Bond 2005 Portfolio, Prudential Jennison Portfolio and Small
Capitalization Stock Portfolio) of the Pruco Life Single Premium Variable Life
Account at December 31, 1998, the results of each of their operations and the
changes in each of their net assets for each of the three years in the period
then ended, in conformity with generally accepted accounting principles. These
financial statements are the responsibility of Pruco Life Insurance Company's
management; our responsibility is to express an opinion on these financial
statements based on our audits. We conducted our audits of these financial
statements in accordance with generally accepted auditing standards which
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, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits, which included
confirmation of fund shares owned at December 31, 1998, provide a reasonable
basis for the opinion expressed above.


PricewaterhouseCoopers LLP
New York, New York
March 19, 1999


                                       A22


<PAGE>





<TABLE>

Pruco Life Insurance Company and Subsidiaries

Consolidated Statements of Financial Position
December 31, 1998 and 1997 (In Thousands)
- --------------------------------------------------------------------------------

<CAPTION>
                                                                                  1998            1997
                                                                              ------------    ------------
<S>                                                                           <C>              <C>
ASSETS
Fixed maturities
    Available for sale, at fair value (amortized cost, 1998: $2,738,654;
         1997: $2,526,554)                                                    $  2,763,926    $  2,563,852
    Held to maturity, at amortized cost (fair value, 1998: $421,845; 1997:      
         $350,056)                                                                 410,558         338,848
Equity securities - available for sale, at fair value (cost, 1998: $2,951;           2,847           1,982
1997: $1,289)
Mortgage loans on real estate                                                       17,354          22,787
Policy loans                                                                       766,917         703,955
Short-term investments                                                             240,727         316,355
Other long-term investments                                                          1,047           1,317
                                                                              ------------    ------------
               Total investments                                                 4,203,376       3,949,096
Cash                                                                                89,679          71,358
Deferred policy acquisition costs                                                  861,713         655,242
Accrued investment income                                                           61,114          67,000
Other assets                                                                        65,145          86,692
Separate Account assets                                                         11,531,754       8,022,079
                                                                              ------------    ------------
TOTAL ASSETS                                                                  $ 16,812,781    $ 12,851,467
                                                                              ============    ============

LIABILITIES AND STOCKHOLDER'S EQUITY
Liabilities
Policyholders' account balances                                               $  2,696,191    $  2,380,460
Future policy benefits and other policyholder liabilities                          534,599         472,460
Cash collateral for loaned securities                                               73,336         143,421
Securities sold under agreement to repurchase                                       49,708              --
Income taxes payable                                                                44,524          71,703
Net deferred income tax liability                                                  148,834         138,483
Payable to affiliate                                                                66,568          70,375
Other liabilities                                                                   55,038         120,260
Separate Account liabilities                                                    11,490,751       7,948,788
                                                                              ------------    ------------
Total liabilities                                                               15,159,549      11,345,950
                                                                              ------------    ------------
Contingencies (See Note 11)
Stockholder's Equity
Common stock, $10 par value;
    1,000,000 shares, authorized;
    250,000 shares, issued and outstanding at
    December 31, 1998 and 1997                                                       2,500           2,500
Paid-in-capital                                                                    439,582         439,582
Retained earnings                                                                1,202,833       1,050,871

Accumulated other comprehensive income
    Net unrealized investment gains                                                  9,902          17,129
    Foreign currency translation adjustments                                        (1,585)         (4,565)
                                                                              ------------    ------------
Accumulated other comprehensive income                                               8,317          12,564
                                                                              ------------    ------------
Total stockholder's equity                                                       1,653,232       1,505,517
                                                                              ------------    ------------
TOTAL LIABILITIES AND
     STOCKHOLDER'S EQUITY                                                     $ 16,812,781    $ 12,851,467
                                                                              ============    ============
</TABLE>

                 See Notes to Consolidated Financial Statements


                                      B-1
<PAGE>

<TABLE>

Pruco Life Insurance Company and Subsidiaries

Consolidated Statements of Operations
Years Ended December 31, 1998, 1997 and 1996 (In Thousands)
- --------------------------------------------------------------------------------

<CAPTION>
                                                                    1998                1997                1996
                                                                  ---------           ---------           ---------
REVENUES
<S>                                                               <C>                 <C>                 <C>
Premiums                                                          $  57,467           $  49,496           $  51,525
Policy charges and fee income                                       364,719             330,292             324,976
Net investment income                                               261,430             259,634             247,328
Realized investment gains, net                                       44,841              10,974              10,835
Other income                                                         41,267              33,801              20,818
                                                                  ---------           ---------           ---------

Total revenues                                                      769,724             684,197             655,482
                                                                  ---------           ---------           ---------

BENEFITS AND EXPENSES

Policyholders' benefits                                             186,527             179,419             186,873
Interest credited to policyholders' account balances                118,935             110,815             118,246
General, administrative and other expenses                          228,067             225,721             122,006
                                                                  ---------           ---------           ---------

Total benefits and expenses                                         533,529             515,955             427,125
                                                                  ---------           ---------           ---------

Income from operations before income taxes                          236,195             168,242             228,357
                                                                  ---------           ---------           ---------

Income taxes
   Current                                                           69,768              73,326              60,196
   Deferred                                                          14,465             (11,458)             18,939
                                                                  ---------           ---------           ---------

Total income taxes                                                   84,233              61,868              79,135
                                                                  ---------           ---------           ---------

NET INCOME                                                          151,962             106,374             149,222
                                                                  ---------           ---------           ---------


Other comprehensive income, net of tax:

     Unrealized gains on securities, net of
       reclassification adjustment                                   (7,227)              3,025             (17,952)

     Foreign currency translation adjustments                         2,980              (2,863)               (482)
                                                                  ---------           ---------           ---------

Other comprehensive income                                           (4,247)                162             (18,434)
                                                                  ---------           ---------           ---------

TOTAL COMPREHENSIVE INCOME                                        $ 147,715           $ 106,536           $ 130,788
                                                                  =========           =========           =========
</TABLE>

                 See Notes to Consolidated Financial Statements


                                      B-2
<PAGE>

<TABLE>

Pruco Life Insurance Company and Subsidiaries

Consolidated Statements of Changes in Stockholder's Equity
Years Ended December 31, 1998, 1997, and 1996 (In Thousands)
- --------------------------------------------------------------------------------

<CAPTION>
                                                                                                      Accumulated
                                                                                                         other            Total
                                                      Common          Paid-in-         Retained      comprehensive     stockholder's
                                                      stock           capital          earnings         income            equity
                                                   -----------      -----------      -----------     -------------     -------------
<S>                                                <C>              <C>              <C>              <C>               <C>
Balance, January 1, 1996                           $     2,500      $   439,582      $   795,275      $    30,836       $ 1,268,193

    Net income                                              --               --          149,222               --           149,222

    Change in foreign currency
      translation adjustments                               --               --               --             (482)             (482)

    Change in net unrealized
      investment gains, net of
      reclassification  adjustment                          --               --               --          (17,952)          (17,952)

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

Balance, December 31, 1996                               2,500          439,582          944,497           12,402         1,398,981

    Net income                                              --               --          106,374               --           106,374

    Change in foreign currency
      translation adjustments                               --               --               --           (2,863)           (2,863)

    Change in net unrealized
      investment gains, net of
      reclassification adjustment                           --               --               --            3,025             3,025
                                                   -----------      -----------      -----------      -----------       -----------

Balance, December 31, 1997                               2,500          439,582        1,050,871           12,564         1,505,517

    Net income                                              --               --          151,962               --           151,962

    Change in foreign currency
      translation adjustments                               --               --               --            2,980             2,980

    Change in net unrealized
      investment gains, net  of
      reclassification adjustment                           --               --               --           (7,227)           (7,227)

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

Balance, December 31, 1998                         $     2,500      $   439,582      $ 1,202,833      $     8,317       $ 1,653,232

                                                   ===========      ===========      ===========      ===========       ============
</TABLE>

                 See Notes to Consolidated Financial Statements


                                      B-3
<PAGE>

<TABLE>

Pruco Life Insurance Company and Subsidiaries

Consolidated Statements of Cash Flows
Years Ended December 31, 1998, 1997, and 1996 (In Thousands)
- --------------------------------------------------------------------------------

<CAPTION>
                                                                                    1998                1997                1996
                                                                                -----------         -----------         -----------
<S>                                                                             <C>                 <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                                                      $   151,962         $   106,374         $   149,222
Adjustments to reconcile net income to net cash (used in)
     provided by operating activities:
     Policy charges and fee income                                                  (47,230)            (40,783)            (50,286)
     Interest credited to policyholders' account balances                           118,935             110,815             118,246
     Realized investment gains, net                                                 (44,841)            (10,974)            (10,835)
     Amortization and other non-cash items                                           18,611             (31,181)             29,334
     Change in:
         Future policy benefits and other policyholders' liabilities                 62,139              39,683              54,176
         Accrued investment income                                                    5,886              (4,890)             (2,248)
         Separate Accounts                                                           32,288             (13,894)            (38,025)
         Payable to affiliate                                                        (3,807)             20,547              16,519
         Policy loans                                                               (62,962)            (64,173)            (70,509)
         Deferred policy acquisition costs                                         (206,471)            (22,083)            (66,183)
         Income taxes payable                                                       (27,179)             78,894                (816)
         Deferred income tax liability                                               10,351             (10,477)              7,912
         Other, net                                                                 (43,675)             34,577               7,814
                                                                                -----------         -----------         -----------
Cash Flows (Used In) From Operating Activities                                      (35,993)            192,435             144,321
                                                                                -----------         -----------         -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
     Proceeds from the sale/maturity of:
         Fixed maturities:
               Available for sale                                                 5,429,396           2,828,665           3,886,254
               Held to maturity                                                      74,767             138,626             138,127
         Equity securities                                                            4,101               6,939               7,527
         Mortgage loans on real estate                                                5,433              24,925              19,226
         Other long-term investments                                                  1,140               3,276                 288
         Investment real estate                                                          --                  --               4,488
     Payments for the purchase of:
         Fixed maturities:
               Available for sale                                                (5,617,208)         (3,141,785)         (4,008,810)
               Held to maturity                                                    (145,919)            (70,532)           (114,494)
         Equity securities                                                           (2,274)             (4,594)             (4,697)
         Other long-term investments                                                   (409)                (51)               (657)
     Cash collateral for loaned securities, net                                     (70,085)            143,421                   -
     Securities sold under agreement to repurchase, net                              49,708                   -                   -
     Short-term investments, net                                                     75,771            (147,030)             58,186
                                                                                -----------         -----------         -----------
Cash Flows Used In Investing Activities                                            (195,579)           (218,140)            (14,562)
                                                                                -----------         -----------         -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
     Policyholders' account balances:
          Deposits                                                                3,098,721           2,099,600             536,370
          Withdrawals                                                            (2,848,828)         (2,076,303)           (633,798)
                                                                                -----------         -----------         -----------
Cash Flows From (Used in) Financing Activities                                      249,893              23,297             (97,428)
                                                                                -----------         -----------         -----------
     Net increase (decrease) in Cash                                                 18,321              (2,408)             32,331
     Cash, beginning of year                                                         71,358              73,766              41,435
                                                                                -----------         -----------         -----------
CASH, END OF PERIOD                                                             $    89,679         $    71,358         $    73,766
                                                                                ===========         ===========         ===========

SUPPLEMENTAL CASH FLOW INFORMATION
     Income taxes paid (received)                                               $    99,810         $    (7,904)        $    61,760
                                                                                ===========         ===========         ===========
</TABLE>

                 See Notes to Consolidated Financial Statements


                                      B-4
<PAGE>


Pruco Life Insurance Company and Subsidiaries

Notes to Consolidated Financial Statements

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


1.   BUSINESS

Pruco Life Insurance  Company (the Company) is a stock life  insurance  company,
organized  in 1971 under the laws of the state of Arizona.  The Company  markets
individual life insurance,  variable life insurance,  variable annuities,  fixed
annuities,  and a group  annuity  program  (the  Contracts)  in all  states  and
territories  except the District of Columbia and Guam. In addition,  the Company
markets  individual  life  insurance  through its branch  office in Taiwan.  The
Company has two wholly owned  subsidiaries,  Pruco Life Insurance Company of New
Jersey (PLNJ) and The Prudential Life Insurance Company of Arizona (PLICA). PLNJ
is a stock life insurance  company organized in 1982 under the laws of the state
of New Jersey.  It is licensed to sell individual life insurance,  variable life
insurance,  fixed  annuities,  and variable  annuities only in the states of New
Jersey and New York. PLICA is a stock life insurance  company  organized in 1988
under the laws of the state of Arizona.  PLICA had no new business sales in 1997
or 1998 and at this time will not be issuing new business.

The Company is a wholly owned subsidiary of The Prudential  Insurance Company of
America (Prudential),  a mutual insurance company founded in 1875 under the laws
of the  state of New  Jersey.  Prudential  intends  to make  additional  capital
contributions to the Company, as needed, to enable it to comply with its reserve
requirements  and fund  expenses in  connection  with its  business.  Generally,
Prudential is under no obligation to make such  contributions  and its assets do
not back the benefits payable under the Contracts.

The Company is engaged in a business that is highly  competitive  because of the
large number of stock and mutual life  insurance  companies  and other  entities
engaged in marketing  insurance  products,  and individual and group  annuities.
There are approximately  1,620 stock,  mutual and other types of insurers in the
life insurance business in the United States.


2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The  consolidated  financial  statements  have been prepared in accordance  with
generally accepted accounting principles ("GAAP"). All significant  intercompany
balances and transactions have been eliminated.

Use of Estimates

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

Investments

Fixed  maturities  classified as  "available  for sale" are carried at estimated
fair value. Fixed maturities that the Company has both the intent and ability to
hold to  maturity  are  stated  at  amortized  cost and  classified  as "held to
maturity".  The amortized cost of fixed  maturities is written down to estimated
fair  value if a decline  in value is  considered  to be other  than  temporary.
Unrealized gains and losses on fixed maturities "available for sale",  including
the  effect on  deferred  policy  acquisition  costs and  participating  annuity
contracts that would result from the realization of unrealized gains and losses,
net  of  income  taxes,  are  included  in  a  separate   component  of  equity,
"Accumulated other comprehensive income."

Equity  securities,  available for sale,  comprised of common and non-redeemable
preferred stock, are carried at estimated fair value. The associated  unrealized
gains and losses,  net of income tax, the effects on deferred policy acquisition
costs  and on  participating  annuity  contracts  that  would  result  from  the
realization of unrealized gains and losses, are included in a separate component
of equity, "Accumulated other comprehensive income."

Mortgage loans on real estate are stated primarily at unpaid principal balances,
net of unamortized  discounts and allowance for losses. The allowance for losses
is based upon a loan  specific  review and  management's  consideration  of past
results,  current  trends,  the estimated  value of the  underlying  collateral,
composition  of the  loan  portfolio,  current  economic  conditions  and  other
relevant factors.  Impaired loans are identified by management as loans in which
a probability  exists that all amounts due according to the contractual terms of
the loan agreement will not be collected.


                                      B-5
<PAGE>


Pruco Life Insurance Company and Subsidiaries

Notes to Consolidated Financial Statements

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


2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Impaired loans are measured  based on the present value of expected  future cash
flows discounted at the loan's effective interest rate, or the fair value of the
collateral if the loan is collateral dependent.

Interest  received  on  impaired  loans,  including  loans that were  previously
modified  in a  troubled  debt  restructuring,  is either  applied  against  the
principal or reported as revenue,  according to management's  judgment as to the
collectibility of principal.  Management discontinues the accrual of interest on
impaired  loans  after the  loans  are 90 days  delinquent  as to  principal  or
interest,  or earlier when  management has serious doubts about  collectibility.
When a  loan  is  recognized  as  impaired,  any  accrued  but  unpaid  interest
previously  recorded on such loan is  reversed  against  interest  income of the
current period.  Generally,  a loan is restored to accrual status only after all
delinquent  interest and principal are brought current and, in the case of loans
where interest has been interrupted for a substantial  period, a regular payment
performance has been established.

Policy loans are carried at unpaid principal balances.

Short-term  investments,  consists  primarily of highly liquid debt  instruments
purchased with an original  maturity of twelve months or less and are carried at
amortized cost, which approximates fair value.

Other long-term  investments  primarily  represent the Company's  investments in
joint  ventures and  partnerships  in which the Company  does not have  control.
These  investments  are recorded using the equity method of accounting,  reduced
for other than temporary declines in value.

Realized  investment  gains, net are computed using the specific  identification
method.  Costs  of  fixed  maturity  and  equity  securities  are  adjusted  for
impairments considered to be other than temporary.

Cash

Cash  includes  cash  on  hand,   amounts  due  from  banks,  and  money  market
instruments.

Deferred Policy Acquisition Costs

The costs which vary with and that are related  primarily to the  production  of
new  insurance  business  are  deferred  to the  extent  that  they  are  deemed
recoverable from future profits.  Such costs include certain commissions,  costs
of policy issuance and underwriting, and certain variable field office expenses.
Deferred policy  acquisition costs are subject to recoverability  testing at the
time of policy issue and loss recognition  testing at the end of each accounting
period.  Deferred  policy  acquisition  costs  are  adjusted  for the  impact of
unrealized  gains or losses on  investments as if these gains or losses had been
realized,  with corresponding  credits or charges included in "Accumulated other
comprehensive income."

Acquisition   costs   related   to   interest-sensitive    life   products   and
investment-type  contracts  are deferred and  amortized in  proportion  to total
estimated gross profits arising principally from investment  results,  mortality
and expense  margins and surrender  charges based on historical and  anticipated
future  experience.  Amortization  periods  range  from  15  to  30  years.  For
participating  life insurance,  deferred policy  acquisition costs are amortized
over the expected life of the contracts in proportion to estimated gross margins
based  on  historical  and  anticipated  future  experience,  which  is  updated
periodically.  Deferred  policy  acquisition  costs are analyzed to determine if
they are recoverable from future income,  including  investment  income. If such
costs are  determined  to be  unrecoverable,  they are  expensed  at the time of
determination. The effect of revisions to estimated gross profits on unamortized
deferred acquisition costs is reflected in earnings in the period such estimated
gross profits are revised.

Securities loaned

Securities loaned are treated as financing  arrangements and are recorded at the
amount of cash  received as  collateral.  The Company  obtains  collateral in an
amount equal to 102% of the fair value of the securities.  The Company  monitors
the  market  value  of  securities  loaned  on a  daily  basis  with  additional
collateral obtained as necessary.  Non-cash collateral received is not reflected
in the consolidated  statements of financial position.  Substantially all of the
Company's securities loaned are with large brokerage firms.


                                      B-6
<PAGE>


Pruco Life Insurance Company and Subsidiaries

Notes to Consolidated Financial Statements

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


2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Securities Sold Under Agreements to Repurchase

Securities  sold  under  agreements  to  repurchase  are  treated  as  financing
arrangements  and are  carried at the  amounts at which the  securities  will be
subsequently  reacquired,  including  accrued  interest,  as  specified  in  the
respective agreements.  The Company's policy is to take possession of securities
purchased  under  agreements  to resell.  The market value of  securities  to be
repurchased  is  monitored  and  additional   collateral  is  requested,   where
appropriate, to protect against credit exposure.

Securities lending and securities repurchase agreements are used to generate net
investment  income  and  facilitate  trading  activity.  These  instruments  are
short-term  in  nature  (usually  30  days  or  less).   Securities  loaned  are
collateralized  principally by U.S. Government and  mortgage-backed  securities.
Securities sold under repurchase  agreements are  collateralized  principally by
cash. The carrying amounts of these  instruments  approximate fair value because
of  the  relatively  short  period  of  time  between  the  origination  of  the
instruments and their expected realization.

Separate Account Assets and Liabilities

Separate Account assets and liabilities are reported at estimated fair value and
represent  segregated  funds which are  invested for certain  policyholders  and
other  customers.   Separate   Account  assets  include  common  stocks,   fixed
maturities,  real estate related  securities,  and short-term  investments.  The
assets of each account are legally segregated and are not subject to claims that
arise out of any other business of the Company. Investment risks associated with
market value changes are borne by the customers, except to the extent of minimum
guarantees made by the Company with respect to certain accounts.  The investment
income  and  gains or  losses  for  Separate  Accounts  generally  accrue to the
policyholders and are not included in the Consolidated  Statement of Operations.
Mortality,  policy  administration  and  surrender  charges on the  accounts are
included in "Policy charges and fee income."

Separate  Accounts  represent funds for which  investment  income and investment
gains and  losses  accrue  directly  to,  and  investment  risk is borne by, the
policyholders,  with the exception of the Pruco Life Modified Guaranteed Annuity
Account.  The Pruco Life Modified  Guaranteed  Annuity Account is a non-unitized
separate account,  which funds the Modified  Guaranteed Annuity Contract and the
Market Value  Adjustment  Annuity  Contract.  Owners of the Pruco Life  Modified
Guaranteed  Annuity and the Market  Value  Adjustment  Annuity  Contracts do not
participate  in the  investment  gain  or  loss  from  assets  relating  to such
accounts. Such gain or loss is borne, in total, by the Company.

Insurance Revenue and Expense Recognition

Premiums from insurance policies are generally recognized when due. Benefits are
recorded as an expense when they are incurred.  For  traditional  life insurance
contracts,  a liability  for future  policy  benefits is recorded  using the net
level premium method. For individual annuities in payout status, a liability for
future  policy  benefits is recorded  for the present  value of expected  future
payments based on historical experience.

Premiums from  non-participating  group  annuities with life  contingencies  are
generally recognized when due. For single premium immediate annuities,  premiums
are  recognized  when due with any excess  profit  deferred and  recognized in a
constant  relationship  to insurance  in-force or, for annuities,  the amount of
expected future benefit payments.

Amounts received as payment for  interest-sensitive  life, individual annuities,
and guaranteed  investment contracts are reported as deposits to "Policyholders'
account  balances."  Revenues from these contracts  reflected as "Policy charges
and fee income" consist primarily of fees assessed during the period against the
policyholders'  account balances for mortality  charges,  policy  administration
charges and surrender charges. In addition,  interest earned from the investment
of these account balances is reflected in "Net investment  income." Benefits and
expenses  for  these  products  include  claims in  excess  of  related  account
balances,   expenses  of  contract   administration,   interest   credited   and
amortization of deferred policy acquisition costs.

Foreign Currency Translation Adjustments

Assets and  liabilities of the Taiwan branch are  translated to U.S.  dollars at
the  exchange  rate in effect at the end of the period.  Revenues,  benefits and
other expenses are translated at the average rate prevailing  during the period.
Cumulative  translation  adjustments  arising from the use of differing exchange
rates  from  period  to  period  are  charged  or  credited  directly  to "Other
comprehensive  income."  The  cumulative  effect of changes in foreign  exchange
rates are included in "Accumulated other comprehensive income."


                                      B-7
<PAGE>


Pruco Life Insurance Company and Subsidiaries

Notes to Consolidated Financial Statements

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


2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Other Income

Other income consists  primarily of asset  management fees which are received by
the Company from Prudential for services  Prudential  provides to the Prudential
Series Fund, an underlying investment option of the Separate Accounts.

Derivative Financial Instruments

Derivatives  are  financial  instruments  whose values are derived from interest
rates,  foreign  exchange  rates,  various  financial  indices,  or the value of
securities or commodities.  Derivative financial instruments used by the Company
include   futures,   currency   swaps,   and  options   contracts   and  can  be
exchange-traded or contracted in the  over-the-counter  market. The Company uses
derivative  financial  instruments to hedge market risk from changes in interest
rates or foreign currency exchange rates, and to alter interest rate or currency
exposures   arising  from  mismatches   between  assets  and  liabilities.   All
derivatives used by the Company are for other than trading purposes.

To qualify as a hedge,  derivatives  must be  designated  as hedges for existing
assets,  liabilities,  firm commitments,  or anticipated  transactions which are
identified  and probable to occur,  and effective in reducing the market risk to
which the Company is  exposed.  The  effectiveness  of the  derivatives  must be
evaluated at the inception of the hedge and throughout the hedge period.

When derivatives  qualify as hedges, the changes in the fair value or cash flows
of the  derivatives  and the hedged items are recognized in earnings in the same
period. If the Company's use of other than trading derivatives does not meet the
criteria to apply hedge  accounting,  the derivatives are recorded at fair value
in "Other liabilities" in the Consolidated Statements of Financial Position, and
changes in their fair value are  recognized in earnings in "Realized  investment
gains,  net" without  considering  changes in the hedged assets or  liabilities.
Cash flows  from  other than  trading  derivative  assets  and  liabilities  are
reported in the operating  activities section in the Consolidated  Statements of
Cash Flows.

Income Taxes

The Company and its subsidiaries are members of the consolidated  federal income
tax return of Prudential and files separate company state and local tax returns.
Pursuant to the tax allocation arrangement with Prudential, total federal income
tax expense is  determined  on a separate  company  basis.  Members  with losses
record tax benefits to the extent such losses are recognized in the consolidated
federal tax provision.  Deferred income taxes are generally recognized, based on
enacted rates,  when assets and liabilities  have different values for financial
statement  and tax  reporting  purposes.  A valuation  allowance  is recorded to
reduce a deferred tax asset to that portion that is expected to be realized.

New Accounting Pronouncements

In June 1996,  the Financial  Accounting  Standards  Board  ("FASB")  issued the
Statement of Financial  Accounting  Standards ("SFAS") No. 125,  "Accounting for
Transfers and Servicing of Financial Assets and  Extinguishments of Liabilities"
("SFAS 125").  The statement  provides  accounting  and reporting  standards for
transfers and servicing of financial assets and  extinguishments  of liabilities
and provides  consistent  standards  for  distinguishing  transfers of financial
assets  that are sales from  transfers  that are  secured  borrowings.  SFAS 125
became effective January 1, 1997 and is to be applied prospectively.  Subsequent
to June 1996,  FASB  issued  SFAS No. 127  "Deferral  of the  Effective  Date of
Certain Provisions of SFAS 125" ("SFAS 127"). SFAS 127 delays the implementation
of  SFAS  125  for one  year  for  certain  transactions,  including  repurchase
agreements, dollar rolls, securities lending and similar transactions.  Adoption
of SFAS  125  did  not  have a  material  impact  on the  Company's  results  of
operations, financial position and liquidity.

During 1998, the Company adopted SFAS No. 130, "Reporting Comprehensive Income,"
which was issued by the FASB in June 1997. This statement defines  comprehensive
income and  establishes  standards for reporting  and  displaying  comprehensive
income and its components in financial  statements.  The statement requires that
the Company  classify  items of other  comprehensive  income by their nature and
display the accumulated  balance of other  comprehensive  income separately from
retained earnings in the equity section of the Statement of Financial  Position.
Application of this  statement did not change  recognition or measurement of net
income  and,  therefore,  did not affect the  Company's  financial  position  or
results of operations.


                                      B-8
<PAGE>


Pruco Life Insurance Company and Subsidiaries

Notes to Consolidated Financial Statements

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


2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

On January 1, 1999,  the Company  adopted the  American  Institute  of Certified
Public  Accountants  ("AICPA")  Statement  of  Position  97-3,   "Accounting  by
Insurance and Other Enterprises for Insurance-Related Assessments" ("SOP 97-3").
This statement  provides  guidance for determining when an insurance  company or
other enterprise should recognize a liability for  guaranty-fund  assessments as
well as guidance for  measuring the  liability.  The adoption of SOP 97-3 is not
expected  to have a  material  effect on the  Company's  financial  position  or
results of operations.

In June  1998,  the  FASB  issued  SFAS  No.  133,  "Accounting  for  Derivative
Instruments and Hedging  Activities" which requires that companies recognize all
derivatives  as either  assets or  liabilities  in the balance sheet and measure
those  instruments at fair value. SFAS No. 133 provides,  if certain  conditions
are met, that a derivative may be specifically  designated as (1) a hedge of the
exposure to changes in the fair value of a  recognized  asset or liability or an
unrecognized firm commitment (fair value hedge),  (2) a hedge of the exposure to
variable  cash flows of a forecasted  transaction  (cash flow  hedge),  or (3) a
hedge  of  the  foreign  currency  exposure  of a net  investment  in a  foreign
operation, an unrecognized firm commitment, an available-for-sale  security or a
foreign-currency-denominated forecasted transaction (foreign currency hedge).

SFAS No. 133 does not apply to most traditional  insurance  contracts.  However,
certain  hybrid  contracts  that contain  features  which can affect  settlement
amounts  similarly to derivatives may require separate  accounting for the "host
contract"  and the  underlying  "embedded  derivative"  provisions.  The  latter
provisions would be accounted for as derivatives as specified by the statement.

Under SFAS No. 133,  the  accounting  for changes in fair value of a  derivative
depends on its intended use and designation. For a fair value hedge, the gain or
loss is  recognized  in  earnings  in the  period  of change  together  with the
offsetting loss or gain on the hedged item. For a cash flow hedge, the effective
portion of the derivative's gain or loss is initially reported as a component of
other comprehensive income and subsequently  reclassified into earnings when the
forecasted  transaction affects earnings. For a foreign currency hedge, the gain
or loss  is  reported  in  other  comprehensive  income  as part of the  foreign
currency  translation  adjustment.  For all other  derivatives not designated as
hedging instruments, the gain or loss is recognized in earnings in the period of
change. The Company is required to adopt this Statement no later than January 1,
2000 and is currently assessing the effect of the new standard.

In  October,  1998,  the AICPA  issued  Statement  of  Position  98-7,  "Deposit
Accounting:  Accounting  for Insurance  and  Reinsurance  Contracts  That Do Not
Transfer Insurance Risk," ("SOP 98-7").  This statement provides guidance on how
to  account  for  insurance  and  reinsurance  contracts  that  do not  transfer
insurance  risk. SOP 98-7 is effective for fiscal years beginning after June 15,
1999. The adoption of this  statement is not expected to have a material  effect
on the Company's financial position or results of operations.

Reclassifications

Certain amounts in the prior years have been  reclassified to conform to current
year presentation.


                                      B-9
<PAGE>


Pruco Life Insurance Company and Subsidiaries

Notes to Consolidated Financial Statements

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


3.   INVESTMENTS

Fixed Maturities and Equity Securities:

The following tables provide additional information relating to fixed maturities
and equity securities as of December 31,:

<TABLE>
<CAPTION>
                                                                                                  1998
                                                                    ----------------------------------------------------------------
                                                                                        Gross             Gross
                                                                    Amortized         Unrealized        Unrealized        Estimated
                                                                       Cost             Gains             Losses          Fair Value
                                                                    ----------        ----------        ----------        ----------
                                                                                             (In Thousands)
<S>                                                                 <C>               <C>               <C>               <C>
Fixed maturities available for sale
U.S. Treasury securities and obligations of
     U.S. government corporations and agencies                         110,294               864               318           110,840

Foreign government bonds                                                87,112             2,003               696            88,419

Corporate securities                                                 2,540,498            30,160             6,897         2,563,761

Mortgage-backed securities                                                 750               156                --               906
                                                                    ----------        ----------        ----------        ----------
Total fixed maturities available for sale                           $2,738,654        $   33,183        $    7,911        $2,763,926
                                                                    ==========        ==========        ==========        ==========

  Equity securities available for sale                              $    2,951        $      168        $      272        $    2,847
                                                                    ==========        ==========        ==========        ==========

  Fixed maturities held to maturity
  Corporate securities                                              $  410,558        $   11,287        $       --        $  421,845
                                                                    ----------        ----------        ----------        ----------
  Total fixed maturities held to maturity                           $  410,558        $   11,287        $       --        $  421,845
                                                                    ==========        ==========        ==========        ==========


                                                                                                  1997                              
                                                                    ----------------------------------------------------------------
                                                                                        Gross             Gross                     
                                                                    Amortized         Unrealized        Unrealized        Estimated 
                                                                       Cost             Gains             Losses          Fair Value
                                                                    ----------        ----------        ----------        ----------
                                                                                             (In Thousands)                         
  Fixed maturities available for sale                               
  U.S. Treasury securities and obligations of                       
       U.S. government corporations and agencies                    $  177,691        $    1,231        $       20        $  178,902

  Foreign government bonds                                              83,889             1,118                19            84,988

  Corporate securities                                               2,263,898            36,857             2,017         2,298,738

  Mortgage-backed securities                                             1,076               180                32             1,224
                                                                    ----------        ----------        ----------        ----------
  Total fixed maturities available for sale                         $2,526,554        $   39,386        $    2,088        $2,563,852
                                                                    ==========        ==========        ==========        ==========

  Equity securities available for sale                              $    1,289        $      802        $      109        $    1,982
                                                                    ==========        ==========        ==========        ==========

  Fixed maturities held to maturity
  Corporate securities                                              $  338,848        $   11,427        $      219        $  350,056
                                                                    ----------        ----------        ----------        ----------
  Total fixed maturities held to maturity                           $  338,848        $   11,427        $      219        $  350,056
                                                                    ==========        ==========        ==========        ==========
</TABLE>


                                      B-10
<PAGE>


Pruco Life Insurance Company and Subsidiaries

Notes to Consolidated Financial Statements

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


3.   INVESTMENTS (continued)

The amortized cost and estimated fair value of fixed maturities,  categorized by
contractual maturities at December 31, 1998 are shown below:

<TABLE>
<CAPTION>
                                                     Available for Sale                         Held to Maturity
                                               --------------------------------        ---------------------------------
                                               Amortized         Estimated Fair         Amortized         Estimated Fair
                                                 Cost                Value                Cost                 Value
                                               ---------         --------------        ----------         --------------
                                                       (In Thousands)                          (In Thousands)
<S>                                            <C>                 <C>                 <C>                 <C>
Due in one year or less                        $   72,931          $   73,254          $    3,036          $    3,064

Due after one year through five years           1,050,981           1,059,389             193,749             201,136

Due after five years through ten years          1,142,507           1,156,664             155,568             158,801

Due after ten years                               471,485             473,713              58,205              58,844

Mortgage-backed securities                            750                 906                  --                  --
                                               ----------          ----------          ----------          ----------
Total                                          $2,738,654          $2,763,926          $  410,558          $  421,845
                                               ==========          ==========          ==========          ==========
</TABLE>


Actual maturities will differ from contractual  maturities  because,  in certain
circumstances, issuers have the right to call or prepay obligations.

Proceeds from the sale of fixed maturities available for sale during 1998, 1997,
and  1996  were  $5,327.3  million,  $2,796.3  million,  and  $3,667.1  million,
respectively. Gross gains of $46.3 million, $18.6 million, and $22.1 million and
gross losses of $14.1 million,  $7.9 million, and $17.6 million were realized on
those sales during 1998, 1997, and 1996, respectively.

Proceeds from the maturity of fixed  maturities  available for sale during 1998,
1997,  and  1996  were  $102.1  million,  $32.4  million,  and  $219.2  million,
respectively.  During the years ended December 31, 1998,  1997, and 1996,  there
were no securities classified as held to maturity that were sold.

Writedowns  for  impairments of fixed  maturities  which were deemed to be other
than  temporary  were $2.8  million,  $.1  million and $.1 million for the years
1998, 1997 and 1996, respectively.


                                      B-11
<PAGE>


Pruco Life Insurance Company and Subsidiaries

Notes to Consolidated Financial Statements

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


3.   INVESTMENTS (continued)

The  following  table  describes  the  credit  quality  of  the  fixed  maturity
portfolio,  based on ratings  assigned by the National  Association of Insurance
Commissioners  ("NAIC") or Standard & Poor's Corporation,  an independent rating
agency as of December 31, 1998:

<TABLE>
<CAPTION>
                                                              Available for Sale                          Held to Maturity
                                                       ------------------------------          -------------------------------------

                                                        Amortized        Estimated Fair         Amortized        Estimated Fair
                                                          Cost               Value                Cost               Value
                                                       ----------        --------------        ----------        --------------
                                                               (In Thousands)                          (In Thousands)
 NAIC      Standard & Poor's
<S>                                                    <C>                 <C>                 <C>                 <C>
  1          AAA to AA-                                $1,195,301          $1,211,995          $  180,070          $  186,683
  2          BBB+ to BBB-                               1,254,522           1,263,656             182,298             185,417
  3          BB+ to BB-                                   201,033             204,278              39,346              40,654
  4          B+ to B-                                      59,799              57,695               8,821               9,068
  5          CCC or lower                                  27,552              26,061                  --                  --
  6          In or near default                               447                 241                  23                  23
                                                       ----------          ----------          ----------          ----------
             Total                                     $2,738,654          $2,763,926          $  410,558          $  421,845
                                                       ==========          ==========          ==========          ==========
</TABLE>


The fixed maturity  portfolio consists largely of investment grade assets (rated
"1" or "2" by the NAIC), with such investments accounting for 89% and 94% of the
portfolio at December 31, 1998 and 1997,  respectively,  based on fair value. As
of both of those dates, less than 1% of the fixed maturities portfolio was rated
"6" by the NAIC,  defined as public and private  placement  securities which are
currently non-performing or believed subject to default in the near-term.

The Company  continually  reviews  fixed  maturities  and  identifies  potential
problem  assets  which  require  additional  monitoring.   The  Company  defines
"problem" fixed maturities as those for which principal and/or interest payments
are in default.  The Company  defines  "potential  problem" fixed  maturities as
assets which are believed to present  default risk  associated  with future debt
service  obligations and therefore require more active  management.  At December
31, 1998 management  identified $264.0 thousand of fixed maturity investments as
problem or  potential  problem.  An  immaterial  amount of problem or  potential
problem fixed maturities were identified in 1997.

Mortgage Loans on Real Estate

The Company's mortgage loans were collateralized by the following property types
at December 31, 1998 and 1997.


                                            1998                 1997
                                    ------------------   -------------------
                                                (In Thousands)

     Office buildings               $    --        --    $ 4,607        20%

     Retail stores                    7,356        42%     8,090        35%

     Apartment complexes              5,988        35%     6,080        27%

     Industrial buildings             4,010        23%     4,010        18%
                                    ------------------   ------------------
           Net carrying value       $17,354       100%   $22,787       100%
                                    ==================   ==================


                                      B-12
<PAGE>


Pruco Life Insurance Company and Subsidiaries

Notes to Consolidated Financial Statements

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


3.   INVESTMENTS (continued)

The largest  concentration  of mortgage loans are in the states of  Pennsylvania
(35%), Washington (34%), and New Jersey (23%).

Special Deposits

Fixed maturities of $8.6 million and $8.3 million at December 31, 1998 and 1997,
respectively,  were on deposit  with  governmental  authorities  or  trustees as
required by certain insurance laws.

Other Long-Term Investments

The Company's "Other long-term  investments" of $1.0 million and $1.3 million as
of December 31, 1998 and 1997, respectively, are comprised of joint ventures and
limited  parterships.  The Company's share of net income from these entities was
$.1  million,  $2.2  million and $1.4  million for the years ended  December 31,
1998, 1997 and 1996, respectively, and is reported in "Net investment income."

Investment Income and Investment Gains and Losses

Net  investment  income  arose from the  following  sources  for the years ended
December 31:

                                               1998         1997         1996
                                            ---------    ---------    ---------
                                                      (In Thousands)

  Fixed maturities - available for sale     $ 179,184    $ 161,140    $ 152,445
  Fixed maturities - held to maturity          26,128       26,936       33,419
  Equity securities                                14           76           44
  Mortgage loans on real estate                 1,818        2,585        5,669
  Policy loans                                 40,928       37,398       33,449
  Short-term investments                       23,110       22,011       16,780
  Other                                         6,886       14,920       10,051
                                            ---------    ---------    ---------
  Gross investment income                     278,068      265,066      251,857
       Less:  investment expenses             (16,638)      (5,432)      (4,529)
                                            ---------    ---------    ---------
  Net investment income                     $ 261,430    $ 259,634    $ 247,328
                                            =========    =========    =========


Realized  investment  gains ,net  including  charges  for other  than  temporary
reductions  in value,  for the years ended  December 31, were from the following
sources:


                                               1998         1997         1996
                                            ---------    ---------    ---------
                                                      (In Thousands)

  Fixed maturities - available for sale     $  29,330    $   9,039    $   9,036
  Fixed maturities - held to maturity             487          821           --
  Equity securities                             3,489            8          781
  Mortgage loans on real estate                    --          797        1,677
  Derivative instruments                       12,414           --           --
  Other                                          (879)         309         (659)
                                            ---------    ---------    ---------

  Realized investment gains, net            $  44,841    $  10,974    $  10,835
                                            =========    =========    =========


                                      B-13
<PAGE>


Pruco Life Insurance Company and Subsidiaries

Notes to Consolidated Financial Statements

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


3.   INVESTMENTS (continued)


Net Unrealized Investment Gains

Net unrealized investment gains on securities available for sale are included in
the Consolidated  Statement of Financial Position as a component of "Accumulated
other comprehensive  income." Changes in these amounts include  reclassification
adjustments to avoid  double-counting in "Comprehensive  income," items that are
included as part of "Net income" for a period that also have been part of "Other
comprehensive  income" in  earlier  periods.  The  amounts  for the years  ended
December 31, net of tax, are as follows:

<TABLE>
<CAPTION>
                                                                                 1998            1997            1996
                                                                               --------        --------        --------
                                                                                            (In Thousands)
<S>                                                                            <C>             <C>             <C>
Net unrealized investment gains, beginning of year                             $ 17,129        $ 14,104        $ 32,056
Changes in net unrealized investment gains attributable to:
  Investments:
    Net unrealized gains on investments arising during the period                14,593          13,880         (20,405)
    Reclassification adjustment for gains included in net income                 22,799           6,680           6,165
                                                                               --------        --------        --------
    Change in net unrealized gains on investments, net of adjustments            (8,206)          7,200         (26,570)
Impact of net unrealized investment gains on:
  Policyholder's account balances                                                (1,063)          1,293          (2,467)
  Deferred policy acquisition costs                                               2,042          (5,468)         11,085
                                                                               --------        --------        --------
Change in net unrealized investment gains                                        (7,227)          3,025         (17,952)
                                                                               --------        --------        --------
Net unrealized investment gains, end of year                                   $  9,902        $ 17,129        $ 14,104
                                                                               ========        ========        ========
</TABLE>


Unrealized gains (losses) on investments  arising during the periods reported in
the above  table are net of income  tax  (benefit)  expense  of $(8.2)  million,
$(7.6) million and $12.1 million for the years ended December 31, 1998, 1997 and
1996, respectively.

Reclassification  adjustments  reported  in the above  table for the years ended
December 31, 1998, 1997 and 1996 are net of income tax expense of $12.8 million,
$3.6 million and $3.8 million, respectively.

Policyholder's  account  balances  reported in the above table are net of income
tax  (benefit)  expense of $(.2)  million,  $.0 million and $1.4 million for the
years ended December 31, 1998, 1997 and 1996, respectively.

Deferred  policy  acquisition  costs in the above  tables  for the  years  ended
December  31,  1998,  1997 and 1996 are net of income tax  (benefit)  expense of
$(1.1) million, $2.9 million and $(6.2) million, respectively.


4.   POLICYHOLDERS' LIABILITIES

Future policy benefits and other policyholder  liabilities at December 31 are as
follows:

                                                     1998            1997
                                                   --------        --------
                                                        (In Thousands)

              Life insurance                       $506,249        $444,737
              Annuities                              28,350          27,723

                                                   --------        --------
                                                   $534,599        $472,460
                                                   ========        ========


                                      B-14
<PAGE>


Pruco Life Insurance Company and Subsidiaries

Notes to Consolidated Financial Statements

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


4.   POLICYHOLDERS' LIABILITIES (continued)

Life  insurance  liabilities  include  reserves  for  death  benefits.   Annuity
liabilities include reserves for immediate annuities.

The  following  table  highlights  the key  assumptions  generally  utilized  in
calculating these reserves:

<TABLE>
<CAPTION>
          Product                         Mortality             Interest Rate           Estimation Method
- ------------------------------    -------------------------     -------------        -----------------------
<S>                               <C>                           <C>                  <C>
Life insurance - Domestic         Generally rates               2.5% to 7.5%         Net level premium based
                                  guaranteed in                                      on non-forfeiture
                                  calculating cash                                   interest rate
                                  surrender values

Life insurance - International    Generally rates               6.25% to 6.5%        Net level premium based
                                  guaranteed in                                      on the expected
                                  calculating cash                                   investment return
                                  surrender values

Individual immediate annuities    1983 Individual Annuity       6.25% to 11.0%       Present value of
                                  Mortality Table with                               expected future payment
                                  certain modifications                              based on historical
                                                                                     experience
</TABLE>


Policyholders' account balances at December 31, are as follows:


                                                       1998         1997
                                                    ----------   ----------
                                                        (In Thousands)

              Interest-sensitive life contracts     $1,386,829   $1,345,089
              Individual annuities                   1,077,996    1,035,371
              Guaranteed investment contracts          231,366           --
                                                    ----------   ----------
                                                    $2,696,191   $2,380,460
                                                    ==========   ==========

Policyholders'   account  balances  for   interest-sensitive   life,  individual
annuities,  and  guaranteed  investment  contracts  are equal to policy  account
values  plus  unearned   premiums.   The  policy  account  values  represent  an
accumulation of gross premium payments plus credited  interest less withdrawals,
expenses, mortality charges.

Certain contract provisions that determine the policyholder account balances are
as follows:

<TABLE>
<CAPTION>
            Product                       Interest Rate          Withdrawal / Surrender Charges
- ---------------------------------         --------------       ----------------------------------
<S>                                       <C>                  <C>
Interest sensitive life contracts         4.0% to 6.5%         Various up to 10 years

Individual annuities                      3.0% to 5.6%         0% to 8% for up to 8 years

Guaranteed investment contracts           5.02% to 6.23%       Subject to market value withdrawal
                                                               provisions for any funds withdrawn
                                                               other than for benefit responsive
                                                               and contractual payments
</TABLE>


                                      B-15
<PAGE>


Pruco Life Insurance Company and Subsidiaries

Notes to Consolidated Financial Statements

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


5.   REINSURANCE

The Company participates in reinsurance, with Prudential and other companies, in
order  to  provide  greater  diversification  of  business,  provide  additional
capacity for future growth and limit the maximum net loss potential arising from
large risks.  Reinsurance ceded arrangements do not discharge the Company or the
insurance  subsidiaries  as the primary  insurer,  except for cases  involving a
novation. Ceded balances would represent a liability to the Company in the event
the  reinsurers  were unable to meet their  obligations to the Company under the
terms of the reinsurance  agreements.  The likelihood of a material  reinsurance
liability reassumed by the Company is considered to be remote.

Reinsurance amounts included in the Consolidated Statement of Operations for the
year ended December 31 are below.


                                              1998        1997        1996
                                            --------    --------    --------
                                                     (In Thousands)

     Direct Premiums                        $ 65,423    $ 51,851    $ 53.776
         Reinsurance assumed                   1,395       1,369       1,128
         Reinsurance ceded - affiliated       (6,532)       (686)       (254)
         Reinsurance ceded - unaffiliated     (2,819)     (3,038)     (3,125)
                                            --------    --------    --------
     Premiums                               $ 57,467    $ 49,496    $ 51,525
                                            ========    ========    ========
     Policyholders' benefits ceded          $ 27,991    $ 25,704    $ 26,796
                                            ========    ========    ========


Reinsurance   recoverables,   included  in  "Other   assets"  in  the  Company's
Consolidated  Statements of Financial  Position,  at December 31 include amounts
recoverable on unpaid and paid losses and were as follows:


                                                         1998        1997
                                                        -------     -------
                                                           (In Thousands)

              Life insurance - affiliated               $ 6,481     $ 2,618
              Other reinsurance - affiliated             21,650      23,243
                                                        -------     -------
                                                        $28,131     $25,861
                                                        =======     =======


                                      B-16
<PAGE>


Pruco Life Insurance Company and Subsidiaries

Notes to Consolidated Financial Statements

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


6.   EMPLOYEE BENEFIT PLANS

Pension and Other Postretirement Plans

The Company has a  non-contributory  defined  benefit  pension plan which covers
substantially  all of its Taiwanese  employees.  This plan was established as of
September 30, 1997 and the projected benefit  obligation and related expenses at
September 30, 1998 was not material to the Consolidated  Statements of Financial
Position or results of operations  for the years  presented.  All other employee
benefit  costs are allocated to the Company from  Prudential in accordance  with
the service agreement described in Note 13.


7.   INCOME TAXES

The components of income taxes for the years ended December 31, are as follows:


                                                1998        1997        1996
                                              --------    --------    --------
                                                       (In Thousands)
        Current tax expense (benefit):
           U.S                                $ 67,272    $ 71,989    $ 59,489
           State and local                       2,496       1,337         703
           Foreign                                  --          --           4
                                              --------    --------    --------
           Total                                69,768      73,326      60,196
                                              --------    --------    --------


        Deferred tax expense (benefit):
           U.S                                  14,059     (11,458)     18,413
           State and local                         406          --         526
                                              --------    --------    --------
           Total                                14,465     (11,458)     18,939
                                              --------    --------    --------

         Total income tax expense             $ 84,233    $ 61,868    $ 79,135
                                              ========    ========    ========


The income tax expense for the years ended  December 31, differs from the amount
computed by applying the expected  federal income tax rate of 35% to income from
operations before income taxes for the following reasons:


                                                1998        1997        1996
                                              --------    --------    --------
                                                       (In Thousands)

        Expected federal income tax expense   $ 82,668    $ 58,885    $ 79,925
        State and local income taxes             1,886         869         799
        Other                                     (321)      2,114      (1,589)
                                              --------    --------    --------
        Total income tax expense              $ 84,233    $ 61,868    $ 79,135
                                              ========    ========    ========


                                      B-17
<PAGE>


Pruco Life Insurance Company and Subsidiaries

Notes to Consolidated Financial Statements

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


7.   INCOME TAXES (continued)

Deferred  tax assets and  liabilities  at December 31,  resulted  from the items
listed in the following table:


                                                          1998       1997
                                                        --------   --------
                                                          (In Thousands)
           Deferred tax assets
                Insurance reserves                      $ 93,564   $ 52,144
                                                        --------   --------
                Deferred tax assets                       93,564     52,144
                                                        --------   --------

           Deferred tax liabilities
                Deferred acquisition costs               224,179    167,128
                Net investment gains                      12,241     16,068
                Other                                      5,978      7,431
                                                        --------   --------
                Deferred tax liabilities                 242,398    190,627
                                                        --------   --------

           Net deferred tax liability                   $148,834   $138,483
                                                        ========   ========


Management  believes that based on its historical pattern of taxable income, the
Company and its  subsidiaries  will produce  sufficient  income in the future to
realize its deferred tax assets after  valuation  allowance.  Adjustments to the
valuation allowance will be made if there is a change in management's assessment
of the amount of the deferred tax asset that is realizable. At December 31, 1998
and 1997, respectively, the Company and its subsidiaries had no federal or state
operating loss carryforwards for tax purposes.

The Internal  Revenue Service (the "Service") has completed  examinations of all
consolidated  federal income tax returns  through 1989. The Service has examined
the years 1990 through  1992.  Discussions  are being held with the Service with
respect to proposed adjustments. However, management believes there are adequate
defenses against, or sufficient  reserves to provide for, such adjustments.  The
Service has begun their examination of the years 1993 through 1995.


                                      B-18
<PAGE>


Pruco Life Insurance Company and Subsidiaries

Notes to Consolidated Financial Statements

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


8.   EQUITY

Reconciliation of Statutory Surplus and Net Income

Accounting   practices  used  to  prepare  statutory  financial  statements  for
regulatory  purposes differ in certain  instances from GAAP. The following table
reconciles  the  Company's  statutory  net income and  surplus as of and for the
years ended  December 31,  determined in accordance  with  accounting  practices
prescribed or permitted by the Arizona and New Jersey Departments of Banking and
Insurance with net income and equity determined using GAAP.


                                          1998         1997         1996
                                        ---------    ---------    ---------
                                                  (In Thousands)
Statutory net income                    $ (33,097)   $  12,778    $  48,846

Adjustments to reconcile to net
  income on a GAAP basis:
     Statutory income of subsidiaries      18,953       18,553       25,001
     Deferred acquisition costs           202,375       38,003       48,862
     Deferred premium                       2,625        1,144        1,295
     Insurance liabilities                (24,942)      26,517       28,662
     Deferred taxes                       (14,465)      11,458      (18,939)
     Valuation of investments              20,077          506          365
     Other, net                           (19,564)      (2,585)      15,130
                                        ---------    ---------    ---------
GAAP net income                         $ 151,962    $ 106,374    $ 149,222
                                        =========    =========    =========





                                                 1998           1997
                                             -----------    -----------
                                                   (In Thousands)
  Statutory surplus                          $   931,164    $   853,130

  Adjustments to reconcile to equity
    on a GAAP basis:
       Valuation of investments                  117,254         97,787
       Deferred acquisition costs                861,713        655,242
       Deferred premium                          (15,625)       (14,817)
       Insurance liabilities                    (133,811)      (107,525)
       Deferred taxes                           (148,834)      (138,483)
       Other, net                                 41,371        160,183
                                             -----------    -----------
  GAAP stockholder's equity                  $ 1,653,232    $ 1,505,517
                                             ===========    ===========




9.   FAIR VALUE OF FINANCIAL INSTRUMENTS

The estimated fair values  presented below have been determined  using available
information  and valuation  methodologies.  Considerable  judgment is applied in
interpreting  data to develop the  estimates  of fair value.  Accordingly,  such
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 estimated fair values (for all other
financial  instruments  presented in the table, the carrying value  approximates
estimated fair value).


                                      B-19
<PAGE>


Pruco Life Insurance Company and Subsidiaries

Notes to Consolidated Financial Statements

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


9.  FAIR VALUE OF FINANCIAL INSTRUMENTS (continued)

Fixed maturities and Equity securities

Estimated  fair values for fixed  maturities and equity  securities,  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.  Treasury yield curve and corporate bond yield
curve,  adjusted  for the type of issue,  its  current  credit  quality  and its
remaining  average  life.  The  estimated  fair value of certain  non-performing
private placement securities is based on amounts estimated by management.

Mortgage loans on real estate

The estimated fair value of the mortgage loan portfolio is primarily  based upon
the  present  value  of  the  scheduled  future  cash  flows  discounted  at the
appropriate  U.S.  Treasury  rate,  adjusted for the current market spread for a
similar quality mortgage.

Policy loans

The estimated fair value of policy loans is calculated  using a discounted  cash
flow  model  based  upon  current  U.S.   Treasury  rates  and  historical  loan
repayments.

Policyholders' account balances

Estimated fair values of  policyholders'  account  balances are derived by using
discounted  projected  cash  flows,  based on interest  rates being  offered for
similar  contracts,  with  maturities  consistent  with those  remaining for the
contracts being valued.

Derivative financial instruments

The fair value of futures is estimated based on market quotes for a transactions
with similar terms.

The following table discloses the carrying  amounts and estimated fair values of
the Company's financial instruments at December 31,:

<TABLE>
<CAPTION>
                                                        1998                                   1997
                                          -------------------------------       ---------------------------------
                                            Carrying           Estimated          Carrying            Estimated
                                             Value            Fair Value            Value             Fair Value
                                          -----------         -----------       -------------         -----------
                                                                        (In Thousands)
<S>                                       <C>                 <C>                 <C>                 <C>
Financial Assets:
     Fixed maturities:
          Available for sale              $ 2,763,926         $ 2,763,926         $ 2,563,852         $ 2,563,852
          Held to maturity                    410,558             421,845             338,848             350,056
     Equity securities                          2,847               2,847               1,982               1,982
     Mortgage loans                            17,354              19,465              22,787              24,994
     Policy loans                             766,917             806,099             703,955             703,605
     Short-term investments                   240,727             240,727             316,355             316,355
     Cash                                      89,679              89,679              71,358              71,358
     Separate Account assets               11,531,754          11,531,754           8,022,079           8,022,079

Financial Liabilities:
     Policyholders'
        account balances                  $ 2,696,191         $ 2,703,725         $ 2,380,460         $ 2,374,040
     Cash collateral for loaned
        securities                            123,044             123,044             143,421             143,421
     Separate Account liabilities          11,490,751          11,490,751           7,948,788           7,948,788
     Derivatives                                1,723               2,374                 653                 653
</TABLE>


                                      B-20
<PAGE>


Pruco Life Insurance Company and Subsidiaries

Notes to Consolidated Financial Statements

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


10.  DERIVATIVE AND OFF-BALANCE SHEET CREDIT-RELATED INSTRUMENTS

Futures & Options

The Company uses  exchange-traded  Treasury futures and options to reduce market
risks from changes in interest rates, to alter  mismatches  between the duration
of assets in a portfolio  and the  duration of  liabilities  supported  by those
assets,  and to hedge  against  changes  in the value of  securities  it owns or
anticipates  acquiring.  The  Company  enters into  exchange-traded  futures and
options  with  regulated  futures  commissions  merchants  who are  members of a
trading  exchange.  The fair value of futures and options is estimated  based on
market quotes for a transaction with similar terms.

Under exchange-traded futures, the Company agrees to purchase a specified number
of contracts with other parties and to post variation margin on a daily basis in
an amount equal to the difference in the daily market values of those contracts.
Futures are  typically  used to hedge  duration  mismatches  between  assets and
liabilities  by  replicating   Treasury   performance.   Treasury  futures  move
substantially  in value  as  interest  rates  change  and can be used to  either
generate  new or hedge  existing  interest  rate risk.  This  strategy  protects
against the risk that cash flow  requirements  may  necessitate  liquidation  of
investments at unfavorable  prices  resulting from increases in interest  rates.
This  strategy  can be a more cost  effective  way of  temporarily  reducing the
Company's  exposure to a market decline than selling fixed income securities and
purchasing a similar portfolio when such a decline is believed to be over.

For futures that meet hedge accounting criteria, changes in their fair value are
deferred and  recognized as an  adjustment  to the carrying  value of the hedged
item.  Deferred gains or losses from the hedges for  interest-bearing  financial
instruments are amortized as a yield  adjustment over the remaining lives of the
hedged  item.  Futures  that do not  qualify as hedges are carried at fair value
with changes in value reported in current period earnings. The notional value of
futures  contracts was $40.8 million and $115.7 million at December 31, 1998 and
1997,  respectively.  The fair  value of futures  contracts  was  immaterial  at
December 31, 1998 and 1997.

When the Company  anticipates  a  significant  decline in the stock market which
will correspondingly affect its diversified portfolio, it may purchase put index
options where the basket of securities in the index is  appropriate to provide a
hedge  against a  decrease  in the value of the  equity  portfolio  or a portion
thereof.  This strategy effects an orderly sale of hedged  securities.  When the
Company has large cash flows which it has  allocated  for  investment  in equity
securities,  it may purchase call index options as a temporary  hedge against an
increase  in the price of the  securities  it  intends to  purchase.  This hedge
permits such  investment  transactions  to be executed  with the least  possible
adverse market impact.

Option  premium  paid or  received  is  reported  as an asset or  liability  and
amortized into income over the life of the option.  If options meet the criteria
for hedge accounting, changes in their fair value are deferred and recognized as
an adjustment to the hedged item.  Deferred  gains or losses from the hedges for
interest-bearing  financial  instruments  are  recognized  as an  adjustment  to
interest  income or expense of the hedged  item.  If the options do not meet the
criteria for hedge accounting,  they are fair valued, with changes in fair value
reported in current period earnings. The fair value of options was immaterial at
December 31, 1998, and there were no options in 1997.

Currency Derivatives

The Company uses currency  swaps to reduce market risks from changes in currency
values of investments  denominated in foreign currencies that the Company either
holds or intends to acquire and to alter the  currency  exposures  arising  from
mismatches between such foreign currencies and the US Dollar.

Under  currency  swaps,  the Company  agrees with other parties to exchange,  at
specified  intervals,  the  difference  between  one  currency  and another at a
forward exchange rate and calculated by reference to an agreed principal amount.
Generally,  the principal  amount of each currency is exchanged at the beginning
and  termination  of the currency  swap by each party.  These  transactions  are
entered into pursuant to master agreements that provide for a single net payment
to be made by one  counterparty  for payments  made in the same currency at each
due date.

If currency  derivatives are effective as hedges of foreign currency translation
and  transaction  exposures,  gains or losses are recorded in "Foreign  currency
translation  adjustments".  If currency derivatives do not meet hedge accounting
criteria,  gains or losses  from those  derivatives  are  recognized  in current
period earnings.

As of December 31, 1998,  the notional value of the swaps was $40.5 million with
a fair value of ($2.3) million. There were no currency swaps at year end 1997.


                                      B-21
<PAGE>


Pruco Life Insurance Company and Subsidiaries

Notes to Consolidated Financial Statements

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


10.  DERIVATIVE AND OFF-BALANCE SHEET CREDIT-RELATED INSTRUMENTS (continued)

Credit Risk

The current credit exposure of the Company's  derivative contracts is limited to
the fair value at the  reporting  date.  Credit risk is managed by entering into
transactions with  creditworthy  counterparties  and obtaining  collateral where
appropriate and customary. The Company also attempts to minimize its exposure to
credit  risk  through the use of various  credit  monitoring  techniques.  As of
December 31, 1998, 47% of notional  consisted of interest rate derivatives,  47%
of  notional  consisted  of foreign  currency  derivatives,  and 6% of  notional
consisted of equity derivatives.


11.  CONTINGENCIES

Several actions have been brought against the Company on behalf of those persons
who purchased life insurance  policies based on complaints about sales practices
engaged in by Prudential, the Company and agents appointed by Prudential and the
Company.  Prudential  has agreed to indemnify the Company for any and all losses
resulting from such litigation.

In the normal course of business,  the Company is subject to various  claims and
assessments.  Management believes the settlement of these matters would not have
a material  effect on the  financial  position or results of  operations  of the
Company.


12.  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 twelve month period without  notification  or approval is limited to
the lesser of 10% of statutory  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, 1998, the
Company would not be permitted a dividend distribution in 1998.


13.  RELATED PARTY TRANSACTIONS

Service Agreements

Prudential  and Pruco Life operate  under service and lease  agreements  whereby
services of officers  and  employees  (except for those  agents  employed by the
Company in Taiwan),  supplies, use of equipment and office space are provided by
Prudential.  The net cost of these services allocated to the Company were $269.9
million,  $139.5  million and $101.7  million for the years ended  December  31,
1998,  1997,  and  1996,  respectively.  These  costs  are  treated  in a manner
consistent with the Company's policy on deferred acquisition costs.

Prudential  and Pruco Life have an  agreement  with  respect  to  administrative
services  for the  Prudential  Series Fund.  The Company  invests in the various
portfolios  of the  Series  Fund  through  the  Separate  Accounts.  Under  this
agreement,  Prudential pays  compensation to Pruco Life in the amount equal to a
portion of the gross  investment  advisory  fees paid by the  Prudential  Series
Fund.  The  Company  received  from  Prudential  its  allocable  share  of  such
compensation  in the amount of $40.1  million,  $29.4  million and $19.1 million
during 1998, 1997 and 1996, respectively, recorded in other income.

Reinsurance

The Company currently has three reinsurance  agreements in place with Prudential
(the reinsurer).  Specifically a reinsurance 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
two yearly  renewable  term  agreements  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. The Company is not relieved of its primary obligation to the
policyholder as a result of these reinsurance transactions. These agreements had
no material  effect on net income for the years ended  December 31, 1998,  1997,
and 1996.


                                      B-22
<PAGE>


Pruco Life Insurance Company and Subsidiaries

Notes to Consolidated Financial Statements

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


13.  RELATED PARTY TRANSACTIONS (continued)

Debt Agreements

In July 1998, the Company  established a revolving line of credit facility of up
to $300 million with Prudential Funding  Corporation,  a wholly owned subsidiary
of Prudential.  There is no outstanding debt relating to this credit facility as
of December 31, 1998.


                                      B-23
<PAGE>


                       Report of Independent Accountants
                       ---------------------------------



To the Board of Directors of
Pruco Life Insurance Company

In our opinion, the accompanying  consolidated  statements of financial position
and  the  related   consolidated   statements  of  operations,   of  changes  in
stockholder's equity and of cash flows present fairly, in all material respects,
the financial  position of Pruco Life Insurance  Company and its subsidiaries at
December 31, 1998 and 1997,  and the results of their  operations and their cash
flows for each of the three years in the period  ended  December  31,  1998,  in
conformity  with  generally  accepted  accounting  principles.  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 of these  statements  in  accordance  with
generally accepted auditing standards which 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,
assessing the  accounting  principles  used and  significant  estimates  made by
management,  and evaluating the overall  financial  statement  presentation.  We
believe  that our audits  provide a reasonable  basis for the opinion  expressed
above.



PricewaterhouseCoopers LLP
New York, New York
February 26, 1999


                                      B-24







<PAGE>


                                                         DISCOVERY |
                                                             LIFE  |LOGO
                                                            PLUS   |



                      SINGLE PREMIUM VARIABLE LIFE ACCOUNT
                        VARIABLE LIFE INSURANCE CONTRACTS


- --------------------------------------------------------------------------------
                                         =======================================

       

A Subsidiary of


Prudential LOGO

PRUCO LIFE INSURANCE COMPANY
213 Washington Street
Newark, New Jersey 07102-2992
Telephone: (888) PRU-2888



<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.

                     REPRESENTATION WITH RESPECT TO CHARGES

Pruco Life Insurance Company represents that the fees and charges deducted under
the variable life insurance contracts registered by this registration statement,
in the aggregate, are reasonable in relation to the services rendered, the
expenses expected to be incurred, and the risks assumed by Pruco Life Insurance
Company.

                   UNDERTAKING WITH RESPECT TO INDEMNIFICATION

The Registrant, in conjunction with certain affiliates, maintains insurance on
behalf of any person who is or was a trustee, director, officer, employee, or
agent of the Registrant, or who is or was serving at the request of the
Registrant as a trustee, director, officer, employee or agent of such other
affiliated trust or corporation, against any liability asserted against and
incurred by him or her arising out of his or her position with such trust or
corporation.

Arizona, being the state of organization of Pruco Life Insurance Company
(
("Pruco"), permits entities organized under its jurisdiction to indemnify
directors and officers with certain limitations. The relevant provisions of
Arizona law permitting indemnification can be found in Section 10-850 et seq. of
the Arizona Statues Annotated. The text of Pruco's By-law, Article VIII, which
relates to indemnification of officers and directors, is incorporated by
reference to Exhibit 3(ii) to its Form 10-Q filed August 15, 1997. Insofar as
indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to director, 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 against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.


<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 76 pages.
    
The undertaking to file reports.
The representation with respect to charges. 
The undertaking with respect to indemnification.
The signatures.
Written consents of the following persons:
   
    1.  PricewaterhouseCoopers, LLP, independent accountants.
    2.  Clifford E. Kirsch, Esq.
    3   Ikwhan Oh, FSA, MAAA, actuarial expert.
    

The following exhibits:

    1.  The following exhibits correspond to those required by paragraph A of
        the instructions as to exhibits in Form N-8B-2:
   
        A.  (1) Resolution of Board of Directors of Pruco Life Insurance Company
            establishing the Pruco Life Single Premium Variable Life Account.
            (Note 8)
    
            (2) Not Applicable

            (3) Distribution Contracts:
   
                (a) Distribution Agreement between Pruco Securities Corporation
                    and Pruco Life Insurance Company. (Note 8)

                (b) Proposed form of Agreement between Pruco Securities
                    Corporation and independent brokers with respect to the Sale
                    of the Contracts. (Note 8)

                (c) Revised Schedule of Sales Commissions. (Note 1)

            (4) Not Applicable

            (5) (a)  Flexible Premium Variable Life Insurance Contract.
                (b)  Contract jacket for use in Georgia and Maryland. (Note 1)
                (c)  Contract data page for use in South Dakota. (Note 1)
                (d)  Contract data page for use in Minnesota. (Note 1)
                (e)  Contract page 5 for use in Colorado and North Dakota. 
                     (Note 1)
                (f)  Contract page 6 for use in Colorado and North Dakota. 
                     (Note 1)
                (g)  Contract page 7 for use in Missouri. (Note 1)
                (h)  Contract page 8 for use in Missouri. (Note 1)
                (i)  Contract page 7 for use in South Carolina. (Note 1)
                (j)  Contract page 7 for use in Oklahoma. (Note 1)
                (k)  Unisex Endorsement for use in Montana. (Note 1)
                (l)  Contract jacket for use in Pennsylvania. (Note 1)
                (m)  Contract jacket for use in Minnesota. (Note 1)
                (n)  Contract jacket for use in Texas. (Note 1)
                (o)  Contract jacket for use in Virginia. (Note 1)
                (p)  Contract page 5 for use in Massachusetts. (Note 1)
                (q)  Contract page 5 for use in Texas. (Note 1)
                (r)  Contract page 5 for use in Pennsylvania. (Note 1)
                (s)  Contract page 6 for use in Pennsylvania. (Note 1)
                (t)  Contract page 7 for use in Kentucky. (Note 1)
                (u)  Contract page 7 for use in Texas. (Note 1)
                (v)  Contract page 7 for use in Connecticut. (Note 1)
                (w)  Contract page 7 for use in Pennsylvania. (Note 1)
                (x)  Contract page 9 for use in Connecticut and Kentucky.  
                     (Note1)
                (y)  Contract page 9 for use in Texas. (Note 1)
                (z)  Contract page 11 for use in Massachusetts. (Note 1)
                (aa) Contract page 11 for use in Kentucky. (Note 1)
                (bb) Contract page 11 for use in Pennsylvania. (Note 1)
                (cc) Contract page 13 for use in Kentucky. (Note 1)
    

<PAGE>


   
                (dd) Contract page 19 for use in Pennsylvania. (Note 1)
                (ee) Contract jacket for use in Massachusetts. (Note 1)
                (ff) Contract Endorsement for use in California. (Note 1)
                (gg) Contract page 8 for use in Texas. (Note 1)
                (hh) Contract page 9 for use in Connecticut. (Note 1)
                (ii) Contract page 10 for use in Texas. (Note 1)
                (ji) Contract page 11 for use in Texas. (Note 1)
                (kk) Contract page 13 for use in Texas. (Note 1)
                (ll) Contract page 19 for use in Texas. (Note 1)
                (mm) Contract page 12 for use in Texas. (Note 1)
                (nn) Contract page 17 for use in Texas (Note 1)
    

            (6)

                (a) Articles of Incorporation of Pruco Life Insurance Company,
                    as amended October 19, 1993. (Note 2) (b) By-laws of Pruco
                    Life Insurance Company, as amended May 6, 1997. (Note 3)

            (7) Not Applicable

            (8) Not Applicable

            (9) Not Applicable

            (10)
   
                (a) Application Form for Flexible Premium Variable Life
                    Insurance Contract. 
                         
                (b) Supplement to the Application for Flexible Premium Variable
                    Life Insurance Contract.
                         
                (c) Supplement to the Application for Flexible Premium Variable
                    Life Insurance Contract. (Note 1)

            (11)  Revised Form of Notice of Withdrawal Right. (Note 1)

            (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 1)

            (13)  
                (a) Living Needs Benefit Rider for use in Florida. (Note 1)

                (b) Living Needs Benefit Rider for use in all other approved
                    jurisdictions. (Note 1)
    
    2.  See Exhibit 1.A.(5). 3. Opinion and Consent of Clifford E. Kirsch, Esq.,
        as to the legality of the securities being registered. (Note 1)

    4.  None. 

    5.  Not Applicable.

    6.  Opinion and Consent of Ikwhan Oh, FSA, MAAA, as to actuarial matters
        pertaining to the securities being registered. (Note 1)       
   
    7.  Powers of Attorney:
            
        (a) Esther H. Milnes, I. Edward Price, Ira J. Kleinman, William M.
            Bethke (Note 4)

        (b) Kiyofumi Sakaguchi (Note 6) 

        (c) James J. Avery, Jr. (Note 7)
           
        (d) Dennis G. Sullivan (Note 9)
    


<PAGE>


   
(Note 1)  Filed herewith.
    
(Note 2)  Incorporated by reference to Form S-6, Registration No. 333-07451,
          filed July 2, 1996, on behalf of the Pruco Life Variable Appreciable
          Account.

(Note 3)  Incorporated by reference to Exhibit 3(ii) to Form 10-Q for Pruco Life
          Insurance Company, File No. 33-37587, filed August 15, 1997.
   
(Note 4)  Incorporated by reference to Form 10-K, Registration No. 33-08698,
          filed March 31, 1997 on behalf of the Pruco Life Variable Contract
          Real Property Account.

(Note 5)  Incorporated by reference to Post-Effective Amendment No. 4 to Form
          S-1, Registration No. 33-86780, filed April9, 1998 on behalf of the
          Pruco Life Variable Contract Real Property Account.

(Note 6)  Incorporated by reference to Post-Effective Amendment No. 8 to Form
          S-6, Registration No. 33-49994, filed April, 1997 on behalf of the
          Pruco Life PRUvider Variable Appreciable Account.

(Note 7)  Incorporated by reference to Post-Effective Amendment No. 2 to Form
          S-6, Registration No. 333-07451, filed June 25, 1997 on behalf of the
          Pruco Life Variable Appreciable Account.

(Note 8)  Incorporated by reference to Post-Effective Amendment No. 22 to this
          Registration Statement, filed April 27, 1998.

(Note 9)  Incorporated by reference to Post-Effective Amendment No. 6
          to Form S-1, Registration No. 33-86780, filed April, 1999 on behalf
          of the Pruco Life Variable Contract Real Property Account.
    


<PAGE>

                                   SIGNATURES
   
       Pursuant to the requirements of the Securities Act of 1993, 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 hereto affixed
and attested, all in the City of Newark and the State of New Jersey, on this 29
day of April, 1999.
    

(SEAL)           PRUCO LIFE SINGLE PREMIUM VARIABLE LIFE ACCOUNT

                                  (Registrant)

                        BY: PRUCO LIFE INSURANCE COMPANY

                                   (Depositor)

Attest: /s/ CLIFFORD E. KIRSCH                     By: /s/ ESTHER H. MILNES
        ---------------------------------              -----------------------
        CLIFFORD E. KIRSCH                             ESTHER H. MILNES
        CHIEF LEGAL OFFICER AND SECRETARY              PRESIDENT
   
       Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 23 to the Registration Statement has been signed
below by the following persons in the capacities indicated on this 23 day of
April, 1999.
    

          SIGNATURES                    TITLE
          ----------                    -----

 /s/           *                   President and Director
- --------------------------
     (ESTHER MILNES)

   
 /s/           *                   Vice President and Chief Accounting Officer 
- --------------------------         (Principal Financial and Chief Accounting 
     (DENNIS G. SULLIVAN)          Officer)
    

 /s/           *                   Director
- --------------------------
     (JAMES J. AVERY, JR.)

 /s/           *                   Director
- --------------------------
     (WILLIAM M. BETHKE)

 /s/           *                   Director
- --------------------------
     (IRA J. KLEINMAN)

 /s/           *                   Director          By: /s/ CLIFFORD E. KIRSCH
- --------------------------                               -----------------------
     (I. EDWARD PRICE)                                     CLIFFORD E. KIRSCH

 /s/           *                   Director
- --------------------------
     (KIYOFUMI SAKAGUCHI)


<PAGE>


                                  EXHIBIT INDEX

       

1.A.(5)(a)  Flexible Premium Variable Life Insurance Contract
       (b)  Contract jacket for use in Georgia and Maryland.
       (c)  Contract data page for use in South Dakota.
       (d)  Contract data page for use in Minnesota.
       (e)  Contract page 5 for use in Colorado and North Dakota.
       (f)  Contract page 6 for use in Colorado and North Dakota.
       (g)  Contract page 7 for use in Missouri.
       (h)  Contract page 8 for use in Missouri.
       (i)  Contract page 7 for use in South Carolina.
       (j)  Contract page 7 for use in Oklahoma.
       (k)  Unisex Endorsement for use in Montana.
       (l)  Contract jacket for use in Pennsylvania.
       (m)  Contract jacket for use in Minnesota.
       (n)  Contract jacket for use in Texas.
       (o)  Contract jacket for use in Virginia.
       (p)  Contract page 5 for use in Massachusetts.
       (q)  Contract page 5 for use in Texas.
       (r)  Contract page 5 for use in Pennsylvania.
       (s)  Contract page 6 for use in Pennsylvania.
       (t)  Contract page 7 for use in Kentucky.
       (u)  Contract page 7 for use in Texas.
       (v)  Contract page 7 for use in Connecticut.
       (w)  Contract page 7 for use in Pennsylvania.
       (x)  Contract page 9 for use in Connecticut and Kentucky.
       (y)  Contract page 9 for use in Texas.
       (z)  Contract page 11 for use in Massachusetts.
       (aa) Contract page 11 for use in Kentucky.
       (bb) Contract page 11 for use in Pennsylvania.
       (cc) Contract page 13 for use in Kentucky.
       (dd) Contract page 19 for use in Pennsylvania.
       (ee) Contract jacket for use in Massachusetts.
       (ff) Contract Endorsement for use in California.
       (gg) Contract page 8 for use in Texas.
       (hh) Contract page 9 for use in Connecticut.
       (ii) Contract page 10 for use in Texas.
       (ji) Contract page 11 for use in Texas.
       (kk) Contract page 13 for use in Texas.
       (ll) Contract page 19 for use in Texas.
       (mm) Contract page 12 for use in Texas.
       (nn) Contract page 17 for use in Texas

       (a)  Application Form for Flexible Premium Variable Life Insurance
            Contract.
       (b)  Supplement to the Application for Flexible Premium Variable Life 
            Insurance Contract.
       (c)  Supplement to the Application for Flexible Premium Variable Life 
            Insurance Contract.

   (11) Revised Form of Notice of Withdrawal Right.

   (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).

   (13)
        (a) Living Needs Benefit Rider for use in Florida.


<PAGE>


        (b) Living Needs Benefit Rider for use in all other approved
            jurisdictions.

3. Opinion and Consent of Clifford E. Kirsch, Esq., as to the legality of the
securities being registered.

6. Opinion and Consent of Ikwhan Oh, FSA, MAAA, as to actuarial matters
pertaining to the securities being registered.

   
24. Consent of PricewaterhouseCoopers LLP, independent accountants.
    




                       CONSENT OF INDEPENDENT ACCOUNTANTS


We hereby consent to the use in the Prospectus constituting part of this 
Post-Effective Amendment No. 23 to the registration statement on Form S-6 (the
"Registration Statement") of our report dated March 19, 1999, relating to the
financial statements of the Pruco Life Single Premium Variable Life Account,
which appears in such Prospectus.

We also consent to the use in the Prospectus constituting part of this
Registration Statement of our report dated February 26, 1999, relating to the
consolidated financial statements of Pruco Life Insurance Company and
Subsidiaries, which appears in such Prospectus.

We also consent to the reference to us under the heading "Experts" in the
Prospectus.

PricewaterhouseCoopers LLP

New York, New York
April 23, 1999




EXHIBIT A(3) (c)
- ----------------

                            Commission Schedule For
                    Discovery Life Plus Insurance Contracts
                    ---------------------------------------

I.   Discovery Agencies
     ------------------

     A.   First  year  commissions  on  contracts  issued are equal to 2% of the
          initial premium plus $20 per contract.

     B.   On any additional  premiums  which are paid,  there are no commissions
          payable.

II.  Ordinary Agencies
     -----------------

     A.   First  year  commissions  on  contracts  issued are equal to 3% of the
          initial premium.

     B.   On any additional  premiums  which are paid,  there are no commissions
          payable.

III. The registered representatives of various broker-dealers which have entered
     into contractual  arrangements  with Pruco Life Insurance Company and Pruco
     Securities  Corporation  will be paid up to 3% of the  initial  premium  on
     contracts they sell. On any additional  premiums which are paid,  there are
     no commissions payable.

IV.  In the event a contract lapses or is surrendered  within the first contract
     year, the entire first year commission is subject to recapture by the Pruco
     Life Insurance Company.




                                     II-13



                          Pruco Life Insurance Company

================================================================================

    Insured                                                      Contract Number
                                                                 Contract Date
Face Amount                                                      

    Agency

================================================================================

We will pay the beneficiary the proceeds of this contract promptly if we receive
due proof that the Insured died. We make this promise subject to all the
provisions of the contract.

The cash value may increase or decrease daily depending on the payment of
premiums, the investment experience of the separate account and the level of
mortality charges made. There is no guaranteed minimum.

The Death Benefit will be the insurance amount which is the greater of (1) the
face amount we show above, and (2) the contract fund times the attained age
factor that applies.

Please read this contract with care. A guide to its contents is on the last page
before the back cover. A summary is on page 5. If there is ever a question about
it, or if there is a claim, just see a Company representative or get in touch
with one of our offices.

Right to Cancel Contract.--You may return this contract to us within (1) 10 days
after you get it, or (2) 45 days after Part 1 of the application was signed, or
(3) 10 days after we mail or deliver the Notice of Withdrawal Right, whichever
is latest. All you have to do is take the contract or mail it to one of our
offices or to the representative who sold it to you. It will be canceled from
the start and we will promptly give you the value of your Contract Fund on the
date you return the contract to us. We will also give back any charges we made
in accord with this contract.

Signed for Pruco Life Insurance Company, 
an Arizona Corporation.

/s/ [ILLEGIBLE]                                   /s/ [ILLEGIBLE]

   Secretary                                         President



Variable Life Insurance Policy with Premium Flexibility. Initial premium, with
additional premiums payable during Insured's lifetime as stated in the
contract. Benefits reflect premium payments, investment results and mortality
charges. Insurance payable upon death. Non-participating.


                                     II-13



INSURED'S SEX AND ISSUE AGE M-35
RATING CLASS STANDARD

      INSURED   JOHN DOE                             XX XXX XXX CONTRACT NUMBER
                                                   JULY 1, 1985 CONTRACT DATE
  FACE AMOUNT   $100,000--


      AGENCY    R-NK 1



BENEFICIARY  CLASS 1 MARY DOE, WIFE
             CLASS 2 ROBERT DOE, SON








                              SCHEDULE OF PREMIUMS
                    INITIAL PREMIUM IS       $XX,XXX.XX
                            *****END OF SCHEDULE*****



                                 INTEREST RATES

FOR THE  PORTION  OF THE  CONTRACT  FUND IN THE FIXED  ACCOUNT:  SEE  GUARANTEED
INTEREST AND EXCESS INTEREST ON PAGES 10 AND 11.

FOR THE PORTION OF THE CONTRACT  FUND EQUAL TO ANY CONTRACT  LOAN:  SEE INTEREST
CREDIT ON PAGE 10.








                                *****NOTICE*****

              THIS IS A LEGAL CONTRACT BETWEEN YOU AND PRUCO LIFE.
                          READ YOUR CONTRACT CAREFULLY.

                 CONTRACT DATA CONTINUED ON NEXT PAGE

PAGE 3 (85)

                                     II-15



                                 CONTRACT DATA

INSURED'S SEX AND ISSUE AGE M-35
RATING CLASS STANDARD


    INSURED   JOHN DOE                            XX XXX XXX    CONTRACT NUMBER
                                                JULY 1, 1985    CONTRACT DATE
FACE AMOUNT   $100,000--


     AGENCY   R-NK 1



BENEFICIARY   CLASS 1 MARY DOE, WIFE
              CLASS 2 ROBERT DOE, SON







                              SCHEDULE OF PREMIUMS

                       INITIAL PREMIUM IS    $XXX,XXX.XX

                            *****END OF SCHEDULE*****


                                 INTEREST RATES

FOR THE  PORTION  OF THE  CONTRACT  FUND IN THE FIXED  ACCOUNT:  SEE  GUARANTEED
INTEREST AND EXCESS INTEREST ON PAGES 10 AND 11.

FOR THE PORTION OF THE CONTRACT  FUND EQUAL TO ANY CONTRACT  LOAN:  SEE INTEREST
CREDIT ON PAGE 10.


                                SURRENDER CHARGES

FOR SURRENDER CHARGES MADE ON WITHDRAWAL: SEE SURRENDER CHARGE ON PAGE 11.



                                *****NOTICE*****

              THIS IS A LEGAL CONTRACT BETWEEN YOU AND PRUCO LIFE.
                          READ YOUR CONTRACT CAREFULLY.


                      CONTRACT DATA CONTINUED ON NEXT PAGE

                                      II-16



                                CONTRACT SUMMARY

We offer this summary to help you understand this contract. We do not intend
that it change any of the provisions of the contract.

This is a contract of life insurance. It calls for the payment of an initial
premium. Additional premiums may be payable as described on page 8. The initial
premium minus any applicable deductions for state and/or local premium taxes is
the contract fund at the start. The value of the contract fund will vary with
the payment of premiums, the investment performance of those subaccounts of the
Pruco Life Single Premium Variable Life Account that you select, the extent to
which interest is credited to any portion allocated to the fixed account, and
the extent to which the monthly mortality charges are less than the guaranteed
maximums. 

We describe on page 8 the way in which the contract may go into default. If the
contract remains in default at the end of its days of grace, the contract will
end and have no value.

Proceeds is a word we use to mean the amount we would pay if we were to settle
the contract in one sum. To compute the proceeds that may arise from the
Insured's death, we start with a basic amount. We may adjust that amount if
there is a loan. The table below tells what the basic amount is. The table will
refer you to the parts of the contract that tell you how we may adjust the basic
amount. If you surrender the contract, the proceeds will be the net cash value.
We describe it under Cash Value Option on Page 11.

Proceeds often are not taken in one sum. For instance, on surrender, you may be
able to put proceeds under a settlement option to provide retirement income or
for some other purpose. Also, for all or part of the proceeds that arise from
the Insured's death, you may be able to choose a manner of payment for the
beneficiary. If the Insured dies and an option has not been chosen, the
beneficiary may be able to choose one. We will pay interest under Option 3 from
the date of death on any proceeds to which no other manner of payment applies.
This will be automatic as we state on page 17. There is no need to ask for it.

You and we may agree on a change in the ownership of this contract. Also, unless
we endorse it to say otherwise, the contract gives you these rights, among
others:

o    You may change the beneficiary under it.

o    You may borrow on it up to its loan value.

o    You may surrender it for its net cash value.

o    You may change the allocation of additional premiums, minus any deductions
     for state and/or local premium taxes, among the subaccounts and the fixed
     account.

o    You may transfer amounts among subaccounts and the fixed account.

- --------------------------------------------------------------------------------
                             TABLE OF BASIC AMOUNTS
- --------------------------------------------------------------------------------
When the proceeds arise from the Insured's death:
- --------------------------------------------------------------------------------

And the Contract is           Then The Basic           And We Adjust The 
In Force:                     Amount Is:               Basic Amount For:
- --------------------------------------------------------------------------------

other than during the         the insurance amount     contract debt
days of grace (see page 8)    (see page 10)            (see page 12)
- --------------------------------------------------------------------------------

during the days               the insurance            contract debt and any
of grace                                               additional premium due
                                                       in the days of grace
                                                       (see pages 12 and 8)
- --------------------------------------------------------------------------------

        This table is part of the Contract Summary and of the Contract.

                                     II-17


                                                                  Exhibit A(5)(f

                               GENERAL PROVISIONS

Definitions.--We define here some of the words and phrases used all through this
contract. We explain others, not defined here, in other parts of the text.

We, Our, Us, and Company.--Pruco Life Insurance Company, an Arizona
Corporation.

You and Your.--The owner of the contract.

Insured.--The person named as the Insured on the first page. He or she need not
be the owner.

Example: Suppose we issue a contract on the life of your spouse. You applied for
it and named no one else as owner. Your spouse is the Insured and you are the
owner.

SEC.--The Securities and Exchange Commission.

Issue Date.--The contract date.

Monthly Date.--The contract date and the same day as the contract date in each
later month. But if the contract date is the 29th, 30th or 31st day of the month
and the later month has fewer days, then the monthly date will be the first day
of the next month.

Example: If the contract date is March 9, 1986, the Monthly Dates are each March
9, April 9, MAy 9, and so on.

Anniversary or Contract Anniversary.--The same day and month as the contract
date in each later year.

Example: If the contract date is March 9, 1986, the first anniversary is March
9, 1987. The second is March 9, 1988, and so on.

Contract Year.--A year that starts on the contract date or on an anniversary.

Example: If the contract date is March 9, 1986, the first contract year starts
then and ends on March 8, 1987. The second starts on March 9, 1987 and ends on
March 8, 1988, and so on.

Contract Month.--A month that starts on a Monthly Date.

Example: If March 9, 1986 is a Monthly Date, a contract month starts then and
ends on April 8, 1986. The next contract month starts on April 9, 1986 and ends
on May 8, 1986, and so on.

Attained Age.--The Insured's attained age at any time is the issue age plus the
length of time since the contract date. You will find the issue age near the top
of page 3.

The Contract.--This policy and the application, a copy of which is attached,
form the whole contract. We assume that all statements in the application were
made to the best of the knowledge and belief of the person(s) who made them; in
the absence of fraud they are deemed to be representations and not warranties.
We relied on those statements when we issued the contract. We will not use any
statement, unless made in the application, to try to void the contract or deny
a claim.

Contract Modifications.--Only a Company officer may agree to modify this
contract, and then only in writing.

Non-Participating.--This contract will not share in our profits or surplus
earnings. We will pay no dividends on it.

Service Office.--This is the office that will service this contract. Its mailing
address is the one we show in the Contract Data pages, unless we notify you of
another one.

Ownership and Control.--Unless we endorse this contract to say otherwise: (1)
the owner of the contract is the Insured; and (2) while the Insured is living
the owner alone is entitled to (a) any contract benefit and value, and (b) the
exercise of any right and privilege granted by the contract or by us.

Suicide Exclusion.--If the Insured, whether sane or insane, dies by suicide
within one year from the issue date, we will pay no more under this contract
than the sum of the premiums paid.

Currency.--Any money we pay, or that is paid to us, must be in United States
currency. Any amount we owe will be payable at our Service Office.

                            (Continued on Next Page)


Page 6 (VFL--85) (COL. & N.D.)

                                     II-18



                                                                 Exhibit A(5)(g)

                         GENERAL PROVISIONS (Continued)

Misstatement of Age or Sex.-- If the Insured's stated age or sex or both are not
correct, we will adjust each benefit and any amount to be paid to reflect the
correct age and sex. Where required, we have given the insurance regulator a
detailed statement of how we will make these adjustments.

Incontestability.--Except for default, we will not contest this contract after
it has been in force during the Insured's lifetime for two years from the issue
date.

Assignment.--We will not be deemed to know of an assignment unless we received
it, or a copy of it, at our Service Office. We are not obliged to see that an
assignment is valid or sufficient. This contract may not be assigned to another
insurance company without our consent.

Annual Report.--Once each contract year after the first we will send you a
report. It will show: (1) the insurance amount; (2) the amount of the contract
fund; (3) the investment amount in each subaccount; (4) the amount in the fixed
account; (5) the net cash value; (6) the premiums paid, interest credited and
monthly charges made during the year; (7) the interest rate that will be
credited until further notice to the amount in the Fixed Account; (8) any
additional premium which you have the right to pay; and (9) any outstanding
contract debt. The report will include any other data that may be currently
required where this contract is delivered. You may ask for a report like this at
any time. But, except for the report we send you once a year, we have the right
to charge a fee for each report.

Payment of Death Claim.--If we settle this contract in one sum as a death claim,
we will actually pay the proceeds within 7 days after we receive at our Service
Office proof of death and any other information we need to pay the claim. But we
have the right to defer paying any portion of the proceeds greater than the face
amount shown on page 3 if (1) the New York Stock Exchange is closed; or (2) the
SEC requires that trading be restricted or declares an emergency; or (3) the SEC
lets us defer payment to protect our contract owners.

                                  BENEFICIARY

You may designate or change a beneficiary. Your request must be in writing and
in a form which meets ours needs. It will take effect only when we file it at
our Service Office; this will be after you send the contract to us to be
endorsed, if we ask you to do so. Then any previous beneficiary's interest will
end as of the date of the request. It will end then even if the Insured is not
living when we file the request. Any beneficiary's interest is subject to the
rights of any assignee of whom we know.

When a beneficiary is designated, any relationship shown is to the Insured,
unless otherwise stated. To show priority, we may use numbered classes, so that
the class with first priority is called class 1, the class with next priority is
called class 2, and so on. When we use numbered classes, these statements apply
to beneficiaries unless the form states otherwise:

1. One who survives the Insured will have the right to be paid only if no one in
a prior class survives the Insured.

2. One who has the right to be paid will be the only one paid if no one else in
the same class survives the Insured.

3. Two or more in the same class who have the right to be paid will be paid in
equal shares.

4. If none survives the Insured, we will pay in one sum to the Insured's estate.

Example: Suppose the class 1 beneficiary is Jane and the class 2 beneficiaries
are Paul and John. We owe Jane the proceeds if she is living at the Insured's
death. We owe Paul and John the proceeds if they are living then but Jane is
not. But if only one of them is living, we owe him the proceeds. If none of them
is living we owe the Insured's estate.

Beneficiaries who do not have a right to be paid under these terms may still
have a right to be paid under the Automatic Mode of Settlement.

Before we make a payment, we have the right to decide what proof we need of the
identify, age or any other facts about any persons designated as beneficiaries.
If beneficiaries are not designated by name and we make payment(s) based on that
proof, we will not have to make the payment(s) again.




Page 7 (VFL--85) (MO)

                                     II-19



                                                                 Exhibit A(5)(h)

                                    PREMIUMS

Initial Premium.--The intial premium, which we show on page 3, is due on the
contract date. It may be paid at our Service Office or to one of our
representatives. If we are asked to do so, we will give a signed receipt. The
initial premium minus any applicable deductions for state and/or local premium
taxes, becomes the contract fund. (See Page 10.)

Additional Premiums--Additional premiums may be paid as we describe below:

1. An additional premium may be paid if (1) it is permitted according to the
definition of life insurance contained in the applicable federal tax law, and
(2) it does not result in an increase in the insurance amount. If you ask us to
do so, we will let you know the amount of any additional premium allowed and
when it can be paid. We will also include that information as part of the annual
report. (See page 7.)

2. If the contract goes into default, an additional premium sufficient to bring
the contract out of default may be paid during the grace period.

Additional premiums paid in accord with 1 or 2 above minus any applicable
deductions for state and/or local premium taxes will be added to the contract
fund but will not increase the insurance amount.

Premium Taxes.--State and local taxes on premiums paid vary according to
jurisdiction. We will deduct from each premium paid the appropriate amount
applicable for these taxes. 

Default.--If on any monthly date the net cash value equals zero this contract is
in default. In this case we will tell you what premium payment is needed to
bring the contract out ot default.

Grace Period.--We grant 61 days of grace from any Monthly Date on which the
contract goes into default. We will send you a notice of default and state the
amount to pay that will bring the contract out of default. This amount is the
amount that, after deduction of any state and/or local premium taxes, is
sufficient to pay the mortality charges (see page 11) for the Monthly Date on
which the contract goes into default and the next Monthly Date. If that amount
has not been paid by the end of the grace period the contract will end and have
no value.

The Insured might die while the contract is in default during its days of grace.
If so the proceeds will be reduced by the amount that, after deduction of any
state and/or local premium taxes is sufficient to pay the mortality charges
which have not yet been deducted for Monthly Dates prior to the date on which
death occurred.

Reinstatment.--If this contract ends as we describe under Grace Period, you may
reinstate it, if all these conditions are met:

1. No more than five years must have elapsed since the date of default.

2. You must give us any facts we need to satisfy us that the Insured is
insurable for the contract.

3. We must be paid an amount that after deduction of any state and/or local
premium taxes leaves the balance equal to the sum of:

(a)  the mortality charges not previously made for the grace period; and

(b)  the mortality charges for the first two monthly dates on or after the date
     of reinstatement.

If we approve the reinstatement, these statements apply. The date of
reinstatement will be the date of your request or the date the required premium
is paid if later. The face amount will be the same as it was at the end of the
grace period. The contract debt will be equal to the contract debt at the and of
the grace period. The contract fund as of the date of reinstatement will be
equal to the amount paid to reinstate the contract, minus any applicable
deductions for state and/or local premium taxes, minus the charges in (a) above,
and plus the contract debt. And we will start to make monthly charges and
credits again as of the first Monthly Date on or after the date of
reinstatement.


Page 8 (VFL--85) (MO)

                                     II-20



                         GENERAL PROVISIONS (Continued)

Misstatement of Age or Sex.--If the Insured's stated age or sex or both are not
correct, we will adjust each benefit and any amount to be paid to reflect the
correct age and sex. Where required, we have given the insurance regulator a
detailed statement of how we will make these adjustments.

Incontestability.--We will not contest this contract after two years from the
issue date.

Assignment.--We will not be deemed to know of an assignment unless we receive
it, or a copy of it, at our Service Office. We are not obliged to see that an
assignment is valid or sufficient. This contract may not be assigned to another
insurance company without our consent.

Annual Report.--Once each contract year after the first we will send you a
report. It will show: (1) the insurance amount; (2) the amount of the contract
fund; (3) the investment amount in each subaccount; (4) the amount in the fixed
account; (5) the net cash value; (6) the premiums paid, interest credited and
monthly charges made during the year; (7) the interest rate that will be
credited until further notice to the amount in the Fixed Account; (8) any
additional premium which you have the right to pay; and (9) any outstanding
contract debt. The report will include any other data that may be currently
required where this contract is delivered. You may ask for a report like this at
any time. But, except for the report we send you once a year, we have the right
to charge a fee for each report.

Payment of Death Claim.--If we settle this contract in one sum as a death claim,
we will usually pay the proceeds within 7 days after we receive at our Service
Office proof of death and any other information we need to pay the claim. But
we have the right to defer paying any portion of the proceeds greater than the
face amount shown on pege 3 if (1) the New York Stock Exchange is closed; or
(2) the SEC requires that trading be restricted or declares an emergency: or (3)
the SEC lets us defer payment to protect our contract owners.

                                  BENEFICIARY

You may designate or change a beneficiary. Your request must be in writing and
in a form whlch meets our needs. It will take effect only when we file it at our
Service Office; this will be after you send the contract to us to be endorsed if
we ask you to do so. Then any previous beneficiary's interest will end as of the
date of the request. It will end then even if the Insured is not living when we
file the request. Any beneficiary's interest is subject to the rights of any
assignee of whom we know.

When a beneficiary is designated, any relationship shown is to the Insured,
unless otherwise stated. To show priority, we may use numbered classes, so that
the class with first priority is called class 1, the class with next priority is
called class 2, and so on. When we use numbered classes, these statements apply
to beneficiaries unless the form states otherwise:

1. One who survives the Insured will have the right to be pald only if no one in
a prior class survives the Insured.

2. One who has the right to be paid will be the only one paid if no one else in
the same class survives the Insured.

3. Two or more in the same class who have the right to be paid will be paid in
equal shares.

4. If none survives the Insured, we will pay in one sum to the Insured's estate.

Example: Suppose the class 1 beneficiary is Jane and the class 2 beneficiaries
are Paul and John. We owe Jane the proceeds if she is living at the Insured's
death. We owe Paul and John the proceeds if they are living then but Jane is
not. But if only one of them is living we owe him the proceeds. If none of them
is living we owe the Insured's estate.

Beneficiaries who do not have a right to be paid under these terms may still
have a right to be paid under the Automatic Mode of Settlement.

Before we make a payment, we have the right to decide what proof we need of the
identity, age or any other facts about any persons designated as beneficiaries.
If beneficiaries are not designated by name and we make payment(s) based on that
proof we will not have to make the payment(s) again.


                                     II-21



                                                                 Exhibit A(5)(j)

                         GENERAL PROVISIONS (Continued)

Misstatement of Age or Sex.--If the Insured's stated age or sex or both are not
correct we will adjust each benefit and any amount to be paid to reflect the
correct age and sex. Where required we have given the insurance regulator a
detailed statement of how we will make these adjustments.

Incontestability.--Except for default, we will not contest this contract after
it has been in force during the Insured's lifetime for two years from the issue
date.

Assignment.--We will not be deemed to know of an assignment unless we receive
it, or a copy of it at our Service Office. We are not obliged to see that an
assignment is valid or sufficient. This contract may not be assigned to another
insurance company without our consent.

Annual Report.--Once each contract year after the first we will send you a
report. It will show: (1) the insurance amount; (2) the amount of the contract
fund; (3) the investment amount in each subaccount; (4) the amount in the fixed
account; (5) the net cash value; (6) the premiums paid, interest credited and
monthly charges made during the year; (7) the interest rate that will be creditd
until further notice to the amoumt in the Fixed Account; {8) any additional
premium which you have the right to pay; and (9) any outstanding contract debt.
The report will include any other data that may be currently required where this
contract is delivered. You may ask for a report like this at any time. But,
except for the report we send you once a year, we have the right to charge a fee
for each report.

Payment of Death Claim.--If we settle this contract in one sum as a death claim
we will usually pay the proceeds within 7 days after we receive at our Service
Office proof of death and any other information we need to pay the claim. But we
have the right to defer paying any portion of the proceeds greater than the face
amount shown on page 3 if (1) the New York Stock Exchange is closed; or (2) the
SEC requires that trading be restricted or declares an emergency; or (3) the SEC
lets us defer paymant to protect our contract owners.

                                  BENEFICIARY

You may designate or change a beneficiary. Your request must be in writing and
in a form which meets our needs. It will take effect only when we file it at our
Service Office; this will be after you send the contract to us to be endorsed if
we ask you to do so. Then any previous beneficiary's interest will end as of the
date of the request. It will end then even if the Insured is not living when we
file the request. Any beneficiary's interest is subject to the rights of any
assignee of whom we know.

When a beneficiary is designated, any relationship shown is to the Insured
unless otherwise stated. To show priority we may use numbered classes so that
the class with first priority is called class 1 the class with next pnority is
called class 2, and so on. When we use numbered classes, these statements apply
to beneficiaries unless the form states otherwise:

1. One who survives the Insured will have the right to be paid only if no one in
a prior class survives the Insured.

2. One who has the right to be paid will be the only one paid if no one else in
the same class survives the Insured.

3. Two or more in the same class who have the right to be paid will be paid in
equal shares.

4. If none survives the Insured, we will pay in one sum to the Insured's estate.

Example: Suppose the class 1 beneficiary is Jane and the class 2 beneficiaries
are Paul and John. We owe Jane the proceeds if she is living at the Insured's
death. We owe Paul and John the proceeds if they are living then but Jane is
not. But if only one of them is living we owe him the proceeds. If none of them
is living we owe the Insured's estate.

Beneficiaries who do not have a right to be paid under these terms may still
have a right to be paid under the Automatic Mode of Settlement.

                                     II-22








                                 Exhibit A 5(k)





                                    II-12

<PAGE>

                                                                  Exhibit A 5(k)

                                  Endorsement
                      (Only we can endorse this contract.)

This endorsement is attached to and made a part of this contract on the contract
date:

Any reference, in any provision of this contract, to the sex of any person will
be ignored except for the purpose of identification. For any settlement payable
for the lifetime of one or more payees, the female rates we show in the contract
will apply to both male and female payees.

                                       Pruco Life Insurance Company,

                                       By /s/ Isabella L. Kirchner
                                                  Secretary

- -----------
PLI 195--85
- -----------

                                     II-13



                          Pruco Life Insurance Company

================================================================================

    Insured                                                      Contract Number
                                                                 Contract Date
Face Amount                                                      

    Agency

================================================================================

We will pay the beneficiary the proceeds of this contract promptly if we receive
due proof that the Insured died. We make this promise subject to all the
provisions of the contract.

The cash value may increase or decrease daily depending on the payment of
premiums, the investment experience of the separate account and the level of
mortality charges made. There is no guaranteed minimum.

The Death Benefit will be the insurance amount which is the greater of (1) the
face amount we show above, and (2) the contract fund times the attained age
factor that applies.

Please read this contract with care. A guide to its contents is on the last page
before the back cover. A summary is on page 5. If there is ever a question about
it, or if there is a claim, just see a Company representative or get in touch
with one of our offices.

Right to Cancel Contract.--You may return this contract to us within (1) 10 days
after you get it, or (2) 45 days after Part 1 of the application was signed, or
(3) 10 days after we mail or deliver the Notice of Withdrawal Right, whichever
is latest. All you have to do is take the contract or mail it to one of our
offices or to the representative who sold it to you. It will be canceled from
the start and we will promptly give back your money within 10 days after we
receive the contract.

Signed for Pruco Life Insurance Company, 
an Arizona Corporation.

/s/ Isabelle L. Kirchner                             /s/ [ILLEGIBLE]

   Secretary                                         President



Variable Life Insurance Policy with Premium Flexibility. Initial premium, with
additional premiums payable during Insured's lifetime as stated in the
contract. Benefits reflect premium payments, investment results and mortality
charges. Insurance payable upon death. Non-participating.


                                     II-14


Prudential                           Pruco Life Insurance Company
- ----------                           Phoenix, Arizona                           
                                     A Stock Company Subsidiary of              
                                     The Prudential Insurance Company of America

================================================================================

    Insured                                                      Contract Number
                                                                 Contract Date
Face Amount                                                      

    Agency

================================================================================

We will pay the beneficiary the proceeds of this contract promptly if we receive
due proof that the Insured died. We make this promise subject to all the
provisions of the contract.

The cash value may increase or decrease daily depending on the payment of
premiums, the investment experience of the separate account and the level of
mortality charges made. There is no guaranteed minimum.

The Death Benefit will be the insurance amount which is the greater of (1) the
face amount we show above, and (2) the contract fund times the attained age
factor that applies.

Please read this contract with care. A guide to its contents is on the last page
before the back cover. A summary is on page 5. If there is ever a question about
it, or if there is a claim, just see a Company representative or get in touch
with one of our offices.

RIGHT TO CANCEL.--You may cancel this policy by delivering or mailing a written
notice or sending a telegram to Pruco Life Insurance Company, P.O. Box 2925,
Phoenix, Arizona 85062, and by returning the policy before midnight of the tenth
day after the date you receive the policy. Notice given by mail and return of
the policy by mail are effective on being postmarked, properly addressed and
postage prepaid. The insurer must return all payments made for this policy
within ten days after it receives notice of cancellation and the returned
policy.


Signed for Pruco Life Insurance Company, 
an Arizona Corporation.

/s/ [ILLEGIBLE]                                   /s/ [ILLEGIBLE]

   Secretary                                         President



Variable Life Insurance Policy with Premium Flexibility. Initial premium, with
additional premiums payable during Insured's lifetime as stated in the
contract. Benefits reflect premium payments, investment results and mortality
charges. Insurance payable upon death. Non-participating.


                                     II-16


                                     Pruco Life Insurance Company
                                     Phoenix, Arizona
          Prudential                 A Stock Company Subsidiary of
                                     The Prudential Insurance Company of America
================================================================================

                   Insured                                       Contract Number
                                                                 Contract Date
               Face Amount

                    Agency

================================================================================

               We will pay the beneficiary the proceeds of this contract
               promptly if we receive due proof that the insured died. We make
               this promise subject to all the provisions of the contract.

               The cash value may increase or decrease daily depending on the
               payment of premiums, the investment experience of the separate
               account and the level of mortality charges made. There is no
               guaranteed minimum.

               The Death Benefit will be the insurance amount which is the
               greater of (1) the face amount we show above, and (2) the
               contract fund times the attained age factor that applies. The
               Death Benefit will vary in amount and may vary in duration
               depending upon the payment of premiums, the investment experience
               of the separate account and the level of mortality changes made,
               (see page 10.)

               Please read this contract with care. A guide to its contents is
               on the last page before the back cover. A summary is on page 5.
               If there is ever a question about it, or if there is a claim,
               just see a Company representative or get in touch with one of our
               offices. 

               Right to Cancel Contract.--You may return this contract to us
               within (1) 10 days after you get it, or (2) 45 days after Part I
               of the application was signed, or (3) 10 days after we mail or
               deliver the Notice of Withdrawal Right, whichever is latest. All
               you have to do is take the contract or mail it to one of our
               offices or to the representative who sold it to you. It will be
               canceled from the start and we will promptly give back your money
               within ten days after we receive the contract.


           Signed for Pruco Life Insurance Company,
           an Arizona Corporation.


    /s/ Isabelle L. Kirchner                      /s/ Donald G. [ILLEGIBLE]
             Secretary                                      President


Variable Life Insurance Policy with Limited Premium Flexibility. Initial
premium, with additional premiums payable during Insured's lifetime as stated in
the contract. Benefits reflect premium payments, investment results and
mortality charges. Insurance payable only upon death. Non-participating.

                                     II-16



Prudential                           Pruco Life Insurance Company
- ----------                           Phoenix, Arizona                           
                                     A Stock Company Subsidiary of              
                                     The Prudential Insurance Company of America

================================================================================

    Insured                                                      Contract Number
                                                                 Contract Date 
Face Amount                                                      

     Agency

================================================================================

We will pay the beneficiary the proceeds of this contract promptly if we receive
due proof that the Insured died. We make this promise subject to all the
provisions of the contract.

The cash value may increase or decrease daily depending on the payment of
premiums, the investment experience of the separate account and the level of
mortality charges made. There is no guaranteed minimum.

The Death Benefit will be the insurance amount which is the greater of (1) the
face amount we show above, and (2) the contract fund times the attained age
factor that applies.

During the first contract year the loan value is zero. After the first contract
year it is 90% of the sum of the net cash value and any existing contract debt.

Please read this contract with care. A guide to its contents is on the last page
before the back cover. A summary is on page 5. If there is ever a question about
it, or if there is a claim, just see a Company representative or get in touch
with one of our offices.

Right to Cancel Contract.--You may return this contract to us within (1) 10 days
after you get it, or (2) 45 days after Part 1 of the application was signed, or
(3) 10 days after we mail or deliver the Notice of Withdrawal Right, whichever
is latest. All you have to do is take the contract or mail it to one of our
offices or to the representative who sold it to you. It will be canceled from
the start and we will promptly give you the value of your Contract Fund on the
date you return the contract to us. We will also give back any charges we made
in accord with this contract.

Signed for Pruco Life Insurance Company, 
an Arizona Corporation.

/s/ [ILLEGIBLE]                                   /s/ [ILLEGIBLE]

Secretary                                            President



Variable Life Insurance Policy with Premium Flexibility. Initial premium, with
additional premiums payable during Insured's lifetime as stated in the
contract. Benefits reflect premium payments. investment results and mortality
charges. Insurance payable upon death. Non-participating.


                                     II-17


                                CONTRACT SUMMARY

We offer this summary to help you understand this contract. We do not intend
that it change any of the provisions of the contract.

This is a modified single premium variable life insurance contract. It calls for
the payment of an initial premium. The initial premium minus any applicable
deductions for state and/or local premium taxes, minus the mortality charges
deducted on the contract date is the contract fund at the start. The value of
the contract fund will vary with the payment of premiums, the investment
performance of those subaccounts of the Pruco Life Single Premium Variable Life
Account that you select, the extent to which interest is credited to any portion
allocated to the fixed account, and the extent to which the monthly mortality
charges are less than the guaranteed maximums. There are two circumstances in
which additional premiums may be paid:

1. If the net cash value of this contract becomes zero, the contract will be in
default and an additional premium sufficient to bring the contract out of
default may be paid during the grace period.

2. An additional premium may be paid if (1) it is permitted according to the
definition of life insurance contained in the applicable federal tax law and (2)
it does not result in an increase in the insurance amount.

Extensive borrowing will affect policy values, possibly resulting in the
eventual loss of coverage unless the loan is repaid with accrued interest and/or
additional premiums are paid.

We describe on page 8 the way in which the contract may go into default. If the
contract remains in default at the end of its days of grace, the contract will
end and have no value.

Proceeds is a word we use to mean the amount we would pay if we were to settle
the contract in one sum. To compute the proceeds that may arise from the
Insured's death, we start with a basic amount. We may adjust that amount if
there is a loan. The table below tells what the basic amount is. The table will
refer you to the parts of the contract that tell you how we may adjust the basic
amount. If you surrender the contract the proceeds will be the net cash value.
We describe it under Cash Value Option on page 11.

Proceeds often are not taken in one sum. For instance, on surrender,  you may be
able to put proceeds under a settlement  option to provide  retirement income or
for some other  purpose.  Also,  for all or part of the proceeds that arise from
the  Insured's  death,  you may be able to  choose a manner of  payment  for the
beneficiary.  If the  Insured  dies  and an  option  has not  been  chosen,  the
beneficiary  may be able to choose one. We will pay interest under Option 3 from
the date of death on any proceeds to which no other  manner of payment  applies.
This will be automatic as we state on page 17. There is no need to ask for it.

You and we may agree on a change in the ownership of this contract. Also unless
we endorse it to say otherwise, the contract gives you these rights among
others:

o    You may change the beneficiary under it.

o    You may borrow on it up to its loan value.

o    You may surrender it for its net cash value.

o    You may change the allocation of additional premiums, minus any deductions
     for state and/or local premium taxes, among the subaccounts and the fixed
     account.

o    You may transfer amounts among subaccounts and the fixed account.

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

                             TABLE OF BASIC AMOUNTS
- --------------------------------------------------------------------------------

When the proceeds arise from the Insured's death:
- --------------------------------------------------------------------------------

And the Contract Is           Then The Basic              And We Adjust The
In force:                     Amount Is:                  Basic Amount For:
- --------------------------------------------------------------------------------

other than during the         the insurance amount        contract debt
days of grace (see page 8)    (see page 10)               (see page 12)
- --------------------------------------------------------------------------------

during the days of grace      the insurance amount        contract debt and any
                                                          additional premium due
                                                          in the days of grace
                                                          (see pages 12 and 8)
- --------------------------------------------------------------------------------

        This table is part of the Contract Summary and of the Contract.


Page 5 (VFL-85) (MA)

                                     II-18



                                                                 Exhibit A(5)(q)

                                CONTRACT SUMMARY

We offer this summary to help you understand this contract. We do not intend
that it change any of the provisions of the contract.

This is a contract of life insurance. It calls for the payment of an initial
premium. Additional premiums may be payable as described on page 8. The initial
premium minus any applicable deductions for state and/or local premium taxes is
the contract fund at the start. The value of the contract fund will vary with
the payment of premiums, the investment performance of those subaccounts of the
Pruco Life Single Premium Variable Life Account that you select, the extent to
which interest is credited to any portion allocated to the fixed account, and
the extent to which the monthly mortality charges are less than the guaranteed
maximums.

We describe on page 8 the way in which the contract may go into default. If the
contract remains in default at the end of its days of grace, the contract will
end and have no value.

Proceeds is a word we use to mean the amount we would pay if we were to settle
the contract in one sum. To compute the proceeds that may arise from the
Insured's death, we start with a basic amount. We may adjust that amount if
there is a loan. The table below tells what the basic amount is. The table will
refer you to the parts of the contract that tell you how we may adjust the basic
amount. If you surrender the contract, the proceeds will be the net cash value.
We describe it under Cash Value Option on page 11.

Proceeds often are not taken in one sum. For instance, on surrender, you may be
able to put proceeds under a settlement option to provide retirement income or
for some other purpose. Also, for all or part of the proceeds that arise from
the Insured's death, you may be able to choose a manner of payment for the
beneficiary. If the Insured dies and an option has not been chosen, the
beneficiary may be able to choose one. We will pay interest under Option 3 from
the date of death on any proceeds to which no other manner of payment applies.
This will be automatic as we state on page 17. There is no need to ask for it.

You and we may agree on a change in the ownership of this contract. Also, unless
we endorse it to say otherwise, the contract gives you these rights among
others:

o    You may change the beneficiary under it.

o    You may borrow on it up to its loan value.

o    You may surrender it for its net cash value.

o    You may change the allocation of additional premiums minus any deductions
     for state and/or local premium taxes, among the subaccounts and the fixed
     account.

o    You may transfer amounts among subaccounts and the fixed account.

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------
                                   TABLE OF BASIC AMOUNTS
- -----------------------------------------------------------------------------------------------------------
When the proceeds arise from the Insured's death:
- -----------------------------------------------------------------------------------------------------------

<S>                             <C>                                            <C>    
And the Contract Is             Then The Basic                                 And We Adjust The
In Force:                       Amount Is:                                     Basic Amount For:
- -----------------------------------------------------------------------------------------------------------

other than during the           the insurance amount which is the              contract debt 
days of grace (see page 8)      greater of the initial face amount and         (see page 12) 
                                the contract fund times the attained age        
                                factor that applies (see page 10 for a 
                                description of those items that may    
                                cause the contract fund to vary from day
                                to day including the investment        
                                experience of the separate account)    
                                
- -----------------------------------------------------------------------------------------------------------

during the days                 the insurance amount                          contract debt and
of grace                                                                      any additional premium
                                                                              due in the days of 
                                                                              grace (see pages 12 and 8)
- -----------------------------------------------------------------------------------------------------------
</TABLE>


         This table is part of the Contract Summary and of the Contract.


                                     II-19



                                                                 Exhibit A(5)(r)

                                CONTRACT SUMMARY

We offer this summary to help you understand this contract. We do not intend
that it change any of the provisions of the contract.

This is a contract of life insurance. It calls for the payment of an initial
premium. Additional premiums may be payable as described on page 8. The initial
premium minus any applicable deductions for state and/or local premium taxes is
the contract fund at the start. The value of the contract fund will vary with
the payment of premiums, the investment performance of those subaccounts of the
Pruco Life Single Premium Variable Life Account that you select, the extent to
which interest is credited to any portion allocated to the fixed account, and
the extent to which the monthly mortality charges are less than the guaranteed
maximums.

We describe on page 8 the way in which the contract may go into default. If the
contract remains in default at the end of its days of grace, the contract will
end and have no value.

Proceeds is a word we use to mean the amount we would pay if we were to settle
the contract in one sum. To compute the proceeds that may arise from the
Insured's death, we start with a basic amount. We may adjust that amount if
there is a loan. The table below tells what the basic amount is. The table will
refer you to the parts of the contract that tell you how we may adjust the basic
amount. If you surrender the contract, the proceeds will be the net cash value.
We describe it under Cash Value Option on page 11.

Proceeds often are not taken in one sum. For instance, on surrender, you may be
able to put proceeds under a settlement option to provide retirement income or
for some other purpose. Also, for all or part of the proceeds that arise from
the Insured's death, you may be able to choose a manner of payment for the
beneficiary. If the Insured dies and an option has not been chosen, the
beneficiary may be able to choose one. We will pay interest under Option 3 from
the date of death on any proceeds to which no other manner of payment applies.
This will be automatic as we state on page 17. There is no need to ask for it.

You and we may agree on a change in the ownership of this contract. Also, unless
we endorse it to say otherwise, the contract gives you these rights, among
others:

o    You may change the beneficiary under it.

o    You may borrow on it up to its loan value.

o    You may surrender it for its net cash value.

o    You may change the allocation of additional premiums, minus any deductions
     for state and/or local premium taxes, among the subaccounts and the fixed
     account.

o    You may transfer amounts among subaccounts and the fixed account.

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

                             TABLE OF BASIC AMOUNTS
- --------------------------------------------------------------------------------

When the proceeds arise from the Insured's death:
- --------------------------------------------------------------------------------

And the Contract Is           Then The Basic            And We Adjust The 
In Force:                     Amount Is:                Basic Amount For:
- --------------------------------------------------------------------------------

other than during the         the insurance amount      contract debt
days of grace (see page 8)    (see page 10)             (see page 12)
- --------------------------------------------------------------------------------

during the days               the insurance amount      contract debt and any
of grace                                                additional premium due
                                                        in the days of grace
                                                        (see pages 12 and 8)
- --------------------------------------------------------------------------------
         This table is part of the Contract Summary and of the Contract.


Page 5 (VFL--85) (P)

                                     II-20



                               GENERAL PROVISIONS

Definitions.--We define here some of the words and phrases used all through this
contract. We explain others, not defined here, in other parts of the text.

We, Our, Us, and Company.--Pruco Life Insurance Company, an Arizona Corporation.

You and Your.--The owner of the contract.

Insured.--The person named as the Insured on the first page. He or she need not
be the owner.

Example: Suppose we issue a contract on the life of your spouse. You applied for
it and named no one else as owner. Your spouse is the Insured and you are the
owner.

SEC.--The Securities and Exchange Commission.

Issue Date.--The contract date.

Monthly Date.--The contract date and the same day as the contract date in each
later month. But if the contract date is the 29th, 30th or 31st day of the month
and the later month has fewer days, then the monthly date will be the first day
of the next month.

Example: If the contract date is March 9, 1986, the Monthly Dates are each March
9, April 9, May 9 and so on.

Anniversary or Contract Anniversary.--The same day and month as the contract
date in each later year.

Example: If the contract date is March 9, 1986, the first anniversary is March
9, 1987. The second is March 9, 1988, and so on.

Contract Year.--A year that starts on the contract date or on an anniversary.

Example: If the contract date is March 9, 1986, the first contract year starts
then and ends on March 8, 1987. The second starts on March 9, 1987 and ends on
March 8, 1988, and so on.

Contract Month.--A month that starts on a Monthly Date.

Example: If March 9, 1986 is a Monthly Date, a contract month starts then and
ends on April 8, 1986. The next contract month starts on April 9, 1986 and ends
on May 8, 1986, and so on.

Attained Age.--The Insured's attained age at any time is the issue age plus the
length of time since the contract date. You will find the issue age near the top
of page 3.

The Contract.--This policy and the application, a copy of which is attached,
form the whole contract. We assume that all statements in the application were
made to the best of the knowledge and belief of the person(s) who made them; in
the absence of fraud they are deemed to be representations and not warranties.
We relied on those statements when we issued the contract. We will not use any
statement, unless made in the application, to try to void the contract or to
deny a claim.

Contract Modifications.--Only a Company officer with the rank and/or title of
Vice President and above may agree to modify this contract, and then only in
writing.

Non-participating.--This contract will not share in our profits or surplus
earnings. We will pay no dividends on it.

Service Office.--This is the office that will service this contract. Its mailing
address is the one we show in the Contract Data pages, unless we notify you of
another one.

Ownership and Control.--Unless we endorse this contract to say otherwise: (1)
the owner of the contract is the Insured; and (2) while the Insured is living
the owner alone is entitled to (a) any contract benefit and value, and (b) the
exercise of any right and privilege granted by the contract or by us.

Suicide Exclusion.--If the Insured, whether sane or insane, dies by suicide
within two years from the issue date, we will pay no more under this contract
than the sum of the premiums paid.

Currency.--Any money we pay, or that is paid to us, must be in United States
currency. Any amount we owe will be payable at our Service Office.

                            (Continued on Next Page)


Page 6 (VFL--85) (P)

                                     II-21




                         GENERAL PROVISIONS (Continued)

Misstatement of Age or Sex.--If the Insured's stated age or sex or both are not
correct, we will adjust each benefit and any amount to be paid to reflect the
correct age and sex. Where required, we have given the insurance regulator a
detailed statement of how we will make these adjustments.

Incontestability.--Except for default, we will not contest this contract after
it has been in force during the Insured's lifetime for two years from the issue
date.

Assignment.--We will not be deemed to know of an assignment unless we receive
it, or a copy of it, at our Service Office. We are not obliged to see that an
assignment is valid or sufficient. This contract may not be assigned to another
insurance company without our consent.

Annual Report.--Once each contract year after the first we will send you a
report. It will show: (1) the insurance amount; (2) the amount of the contract
fund; (3) the investment amount in each subaccount; (4) the amount in the fixed
account; (5) the net cash value; (6) the premiums paid, interest credited and
monthly charges made during the year; (7) the interest rate that will be
credited until further notice to the amount in the Fixed Account; (8) any
additional premium which you have the right to pay; and (9) any outstanding
contract debt. The report will include any other data that may be currently
required where this contract is delivered. You may ask for a report like this at
any time. But, except for the report we send you once a year, we have the right
to charge a fee for each report.

Payment of Death Claim.--If we settle this contract in one sum as a death claim,
we will usually pay the proceeds within 7 days after we receive at our Service
Office proof of death and any other information we need to pay the claim. But we
have the right to defer paying any portion of the proceeds greater than the face
amount shown on page 3 that is to come from the subaccounts if (1) the New York
Stock Exchange is closed; or (2) the SEC requires that trading be restricted or
declares an emergency; or (3) the SEC lets us defer payment to protect our
contract owners. We have the right to postpone paying any portion of the
proceeds greater than the face amount shown on page 3 that is to come from the
fixed account for up to six months.

                                  BENEFICIARY

You may designate or change a beneficiary. Your request must be in writing and
in a form which meets our needs. It will take effect only when we file it at our
Service Office; this will be after you send the contract to us to be endorsed,
if we ask you to do so. Then any previous beneficiary's interest will end as of
the date of the request. It will end then even if the Insured is not living when
we file the request. Any beneficiary's interest is subject to the rights of any
assignee of whom we know.

When a beneficiary is designated, any relationship shown is to the Insured,
unless otherwise stated. To show priority, we may use numbered classes, so that
the class with first priority is called class 1, the class with next priority is
called class 2, and so on. When we use numbered classes, these statements apply
to beneficiaries unless the form states otherwise:

1. One who survives the Insured will have the right to be paid only if no one in
a prior class survives the Insured.

2. One who has the right to be paid will be the only one paid if no one else in
the same class survives the Insured.

3. Two or more in the same class who have the right to be paid will be paid in
equal shares.

4. If none survives the Insured, we will pay in one sum to the Insured's estate.

Example: Suppose the class 1 beneficiary is Jane and the class 2 beneficiaries
are Paul and John. We owe Jane the proceeds if she is living at the Insured's
death. We owe Paul and John the proceeds if they are living then but Jane is
not. But if only one of them is living, we owe him the proceeds. If none of them
is living we owe the Insured's estate.

Beneficiaries who do not have a right to be paid under these terms may still
have a right to be paid under the Automatic Mode of Settlement.

Before we make a payment, we have the right to decide what proof we need of the
identity, age or any other facts about any persons designated as beneficiaries.
If beneficiaries are not designated by name and we make payment(s) based on that
proof, we will not have to make the payment(s) again.

                                     II-22





                         GENERAL PROVISIONS (Continued)

Misstatement of Age or Sex.--If the Insured's stated age or sex or both are not
correct, we will adjust each benefit and any amount to be paid to what would
have been provided if the contract had been issued at the correct age or sex or
both, based upon the ratio of the accumulated premiums per $1,000 of insurance
for the incorrect age and sex to that for the correct age and sex, both adjusted
for interest at the guaranteed rate. Where required, we have given the insurance
regulator a detailed statement of how we will make these adjustments.

Incontestability.--Except for default, we will not contest this contract after
it has been in force during the Insured's lifetime for two years from the issue
date.

Assignment.--We will not be deemed to know of an assignment unless we receive
it, or a copy of it, at our Service Office. We are not obliged to see that an
assignment is valid or sufficient. This contract may not be assigned to another
insurance company without our consent.

Annual Report.--Once each contract year after the first we will send you a
report. It will show: (1) the insurance amount; (2) the amount of the contract
fund; (3) the investment amount in each subaccount; (4) the amount in the fixed
account; (5) the net cash value; (6) the premiums paid, interest credited and
monthly charges made during the year; (7) the interest rate that will be
credited until further notice to the amount in the Fixed Account; (8) any
additional premium which you have the right to pay; and (9) any outstanding
contract debt. The report will include any other data that may be currently
required where this contract is delivered. You may ask for a report like this at
any time. But, except for the report we send you once a year, we have the right
to charge a fee for each report.

Payment of Death Claim.--If we settle this contract in one sum as a death claim.
we will usually pay the proceeds within 7 days after we receive at our Service
Office proof of death and any other information we need to pay the claim. But we
have the right to defer paying any portion of the proceeds greater than the face
amount shown on page 3 if (1) the New York Stock Exchange is closed; or (2) the
SEC requires that trading be restricted or declares an emergency; or (3} the SEC
lets us defer payment to protect our contract owners.

                                  BENEFICIARY

You may designate or change a beneficiary. Your request must be in writing and
in a form which meets our needs. It will take effect only when we file it at our
Service Office; this will be after you send the contract to us to be endorsed,
if we ask you to do so. Then any previous beneficiary's interest will end as of
the date of the request. It will end then even if the Insured is not living when
we file the request. Any beneficiary's interest is subject to the rights of any
assignee of whom we know.

When a beneficiary is designated, any relationship shown is to the Insured,
unless otherwise stated. To show priority we may use numbered classes, so that
the class with first priority is called class 1, the class with next priority is
called class 2, and so on. When we use numbered classes these statements apply
to beneficiaries unless the form states otherwise:

1. One who survives the Insured will have the right to be paid only if no one in
a prior class survives the Insured.

2. One who has the right to be paid will be the only one paid if no one else in
the same class survives the Insured.

3. Two or more in the same class who have the right to be paid will be paid in
equal shares.

4. If none survives the Insured, we will pay in one sum to the Insured's estate.

Example: Suppose the class 1 beneficiary is Jane and the class 2 beneficiaries
are Paul and John. We owe Jane the proceeds if she is living at the Insured's
death. We owe Paul and John the proceeds if they are living then but Jane is
not. But if only one of them is living, we owe him the proceeds. If none of them
is living we owe the Insured's estate.

Beneficiaries who do not have a right to be paid under these terms may still
have a right to be paid under the Automatic Mode of Settlement.

Before we make a payment, we have the right to decide what proof we need of the
identity, age or any other facts about any persons designated as beneficiaries.
If beneficiaries are not designated by name and we make payment(s} based on that
proof, we will not have to make the payment(s) again.


Page 7 (VFL--85) (TX)

                                     II-23



                         GENERAL PROVISIONS (Continued)

Misstatement of Age or Sex.--If the Insured's stated age or sex or both are not
correct, we will adjust each benefit and any amount to be paid to reflect the
correct age and sex. Where required, we have given the insurance regulator a
detailed statement of how we will make these adjustments.

Incontestability.--Except for default, we will not contest this contract after
it has been in force during the Insured's lifetime for two years from the issue
date.

Assignment.--We will not be deemed to know of an assignment unless we receive
it, or a copy of it, at our Service Office. We are not obliged to see that an
assignment is valid or sufficient. This contract may not be assigned to another
insurance company without our consent.

Annual Report.--Once each contract year after the first we will send you a
report. It will show: (1) the insurance amount; (2) the amount of the contract
fund; (3) the investment amount in each subaccount; (4) the amount in
the fixed account; (5) the net cash value; (6) the premiums paid, interest
credited and monthly charges made during the year; (7) the interest rate that
will be credited until further notice to the amount in the Fixed Account; (8)
any additional premium which you have the right to pay; and (9) any outstanding
contract debt. The report will include any other data that may be currently
required where this contract is delivered. You may ask for a report like this at
any time. But, except for the report we send you once a year, we have the right
to charge a fee for each report.

Payment of Death Claim.--If we settle this contract in one sum as a death claim,
we will usually pay the proceeds within 7 days after we receive at our Service
Office proof of death and any other information we need to pay the claim. But we
have the right to defer paying any portion of the proceeds greater than the face
amount shown on page 3 if (1) the New York Stock Exchange is closed; or (2) the
SEC requires that trading be restricted or declares an emergency; or (3) the SEC
lets us defer payment to protect our contract owners.

                                  BENEFICIARY

You may designate or change a beneficiary. Your request must be in writing and
in a form which meets our needs. It will take effect only when we file it at our
Service Office; this will be after you send the contract to us to be endorsed,
if we ask you to do so. Then any previous beneficiary's interest will end as of
the date of the request. It will end then even if the Insured is not living when
we file the request. Any beneficiary's interest is subject to the rights of any
assignee of whom we know.

When a beneficiary is designated, any relationship shown is to the Insured,
unless otherwise stated. To show priority, we may use numbered classes, so that
the class with first priority is called class 1, the class with next priority is
called class 2, and so on. When we use numbered classes, these statements apply
to beneficiaries unless the form states otherwise:

1. One who survives the Insured will have the right to be paid only if no one in
a prior class survives the Insured.

2. One who has the right to be paid will be the only one paid if no one else in
the same class survives the Insured.

3. Two or more in the same class who have the right to be paid will be paid in
equal shares.

4. If none survives the Insured, we will pay in one sum to the Insured's estate.

Example: Suppose the class 1 beneficiary is Jane and the class 2 beneficiaries
are Paul and John. We owe Jane the proceeds if she is living at the Insured's
death. We owe Paul and John the proceeds if they are living then but Jane is
not. But if only one of them is living, we owe him the proceeds. If none of them
is living we owe the Insured's estate.

Beneficiaries who do not have a right to be paid under these terms may still
have a right to be paid under the Automatic Mode of Settlement.

Before we make a payment, we have the right to decide what proof we need of the
identity, age or any other facts about any persons designated as beneficiaries.
If beneficiaries are not designated by name and we make payment(s) based on that
proof, we will not have to make the payment(s) again.


                                     II-24




                                    PREMIUMS

Initial Premium.--The initial premium, which we show on page 3, is due on the
contract date. It may be paid at our Service Office or to one of our
representatives. If we are asked to do so, we will give a signed receipt. The
initial premium minus any applicable deductions for state and/or local premium
taxes, becomes the contract fund. (See page 10.)

Additional Premiums.--Additional premiums may be paid as we describe below:

1. An additional premium may be paid if (1) it is permitted according to the
definition of life insurance contained in the applicable federal tax law, and
(2) it does not result in an increase in the insurance amount. If you ask us to
do so, we will let you know the amount of any additional premium allowed and
when it can be paid. We will also include that information as part of the annual
report. (See page 7.)

2. If the contract goes into default, an additional premium sufficient to bring
the contract out of default may be paid during the grace period.

Additional premiums paid in accord with 1 or 2 above minus any applicable
deductions for state and/or local premium taxes, will be added to the contract
fund but will not increase the insurance amount.

Premium Taxes.--State and local taxes on premiums paid vary according to
jurisdiction. We will deduct from each premium paid the appropriate amount
applicable for these taxes.

Default.--If on any monthly date the net cash value equals zero, this contract
is in default. In this case we will tell you what premium payment is needed to
bring the contract out of default.

Grace Period.--We grant 61 days of grace from any Monthly Date on which the
contract goes into default. We will send you a notice of default and state the
amount to pay that will bring the contract out of default. This amount is the
amount that, after deduction of any state and/or local premium taxes, is
sufficient to pay the mortality charges (see page 11) for the Monthly Date on
which the contract goes into default and the next Monthly Date. If that amount
has not been paid by the end of the grace period the contract will end and have
no value.

The Insured might die while the contract is in default during its days of grace.
If so, the proceeds will be reduced by the amount that, after deduction of any
state and/or local premium taxes, is sufficient to pay the mortality charges
which have not yet been deducted for Monthly Dates prior to the date on which
death occurred.

Reinstatement.--If this contract ends as we describe under Grace Period, you may
reinstate it, if all these conditions are met:

1. No more than five years must have elapsed since the date of default.

2. You must give us any facts we need to satisfy us that the Insured is
insurable for the contract.

3. We must be paid an amount that, after deduction of any state and/or local
premium taxes, leaves the balance equal to the sum of:

(a) the mortality charges not previously made for the grace period; and

(b) the mortality charges for the first two monthly dates on or after the date
    of reinstatement.

If we approve the reinstatement, these statements apply. The date of
reinstatement will be the date of your request or the date the required premium
is paid, if later. The face amount will be the same as it was at the end of the
grace period. The contract debt will be equal to the contract debt at the end of
the grace period. The contract fund as of the date of reinstatement will be
equal to the amount paid to reinstate the contract, minus any applicable
deductions for state and/or local premium taxes, minus the charges in (a) above,
and plus the contract debt. And we will start to make monthly charges and
credits again as of the first Monthly Date on or after the date of
reinstatement.


                                     II-25



                         GENERAL PROVISIONS {Continued)

Misstatement of Age or Sex.--If the Insured's stated age or sex or both are not
correct, we will adjust each benefit and any amount to be paid to reflect the
correct age and sex. Where required we have given the insurance regulator a
detailed statement of how we will make these adjustments.

Incontestability.--Except for default, we will not contest this contract after
it has been in force during the Insured's lifetime for two years from the issue
date.

Assignment.--We will not be deemed to know of an assignment unless we receive
it, or a copy of it, at our Service Office. We are not obliged to see that an
assignment is valid or sufficient. This contract may not be assigned to another
insurance company without our consent.

Annual Report.--Once each contract year after the first we will send you a
report. It will show: (1) the insurance amount; (2) the amount of the contract
fund; (3) the investment amount in each subaccount; (4) the amount in the fixed
account; (5) the net cash value; (6) the premiums paid, interest credited and
monthly charges made during the year; (7) the interest rate that will be
credited until further notice to the amount in the Fixed Account; (8) any
additional premium which you have the right to pay; and {9) any outstanding
contract debt. The report will include any other data that may be currently
required where this contract is delivered. You may ask for a report like this at
any time. But, except for the report we send you once a year, we have the right
to charge a fee for each report.

Payment of Death Claim.--If we settle this contract in one sum as a death claim,
we will usually pay the proceeds within 7 days after we receive at our Service
Office proof of death and any other information we need to pay the claim. But we
have the right to defer paying any portion of the proceeds greater than the face
amount shown on page 3 if (1) the New York Stock Exchange is closed; or (2) the
SEC requires that trading be restricted or declares an emergency; or (3) the SEC
lets us defer payment to protect our contract owners.

                                  BENEFICIARY

You may designate or change a beneficiary. Your request must be in writing and
in a form which meets our needs. It will take effect only when we file it at our
Service Office; this will be after you send the contract to us to be endorsed,
if we ask you to do so. Then any previous beneficiary's interest will end as of
the date of the request. It will end then even if the Insured is not living when
we file the request. Any beneficiary's interest is subject to the rights of any
assignee of whom we know.

When a beneficiary is designated, any relationship shown is to the Insured,
unless otherwise stated. To show priority, we may use numbered classes, so that
the class with first priority is called class 1, the class with next priority is
called class 2, and so on. When we use numbered classes, these statements apply
to beneficiaries unless the form states otherwise:

1. One who survives the Insured will have the right to be paid only if no one in
a prior class survives the Insured.

2. One who has the right to be paid will be the only one paid if no one else in
the same class survives the Insured.

3. Two or more in the same class who have the right to be paid will be paid in
equal shares.

4. If none survives the Insured, we will pay in one sum to the Insured's estate.

Example: Suppose the class 1 beneficiary is Jane and the class 2 beneficiaries
are Paul and John. We owe Jane the proceeds if she is living at the Insured's
death. We owe Paul and John the proceeds if they are living then but Jane is
not. But if only one of them is living, we owe him the proceeds. If none of them
is living we owe the Insured's estate.

Beneficiaries who do not have a right to be paid under these terms may still
have a right to be paid under the Automatic Mode of Settlement.

Before we make a payment we have the right to decide what proof we need of the
identity, age or any other facts about any persons designated as beneficiaries.
If beneficiaries are not designated by name and we make payment(s) based on that
proof, we will not have to make the payment(s) again.

                                     II-26



                          GENERAL PROVISIONS (Continued)

Misstatement of Age or Sex.--If the Insured's stated age or sex or both are not
correct, we will adjust each benefit and any amount to be paid to reflect the
correct age and sex. To do so, we will compute the face amount of insurance
which the initial premium would have bought at the correct age and sex. We will
reconstruct the contract fund and death benefit of the contract, assuming the
insured made the same allocations and paid the same additional premiums, if any,
as under the incorrect contract.

It is possible that, when we reconstruct values, we will find that the correct
contract would be in default past its days of grace while the incorrect contract
was not. In that event, if the insured has died, we will pay what the death
benefit of the correct contract would have been if the insured had died on the
day before the default occurred. If the insured is living, we will inform him or
her of the payment needed to end the default, and a 61 day grace period will
begin on the day we mail that notice.

Incontestability.--Except for default, we will not contest this contract after
it has been in force during the Insured's lifetime for two years from the issue
date.

Assignment.--We will not be deemed to know of an assignment unless we receive
it, or a copy of it, at our Service Office. We are not obliged to see that an
assignment is valid or sufficient. This contract may not be assigned to another
insurance company without our consent.

Annual Report.--Once each contract year after the first we will send you a
report. It will show: (1) the insurance amount; (2) the amount of the contract
fund; (3) the investment amount in each subaccount; (4) the amount in the fixed
account; (5) the net cash value; (6) the premiums paid, interest credited and
monthly charges made during the year; (7) the interest rate that will be
credited until further notice to the amount in the Fixed Account; (8) any
additional premium which you have the right to pay; and (9) any outstanding
contract debt. The report will include any other date that may be currently
required where this contract is delivered. You may ask for a report like this at
any time. But, except for the report we send you once a year, we have the right
to charge a fee for each report.
                                                                                
Payment of Death Claim.--If we settle this contract in one sum as a death claim,
we will usually pay the proceeds within 7 days after we receive at our Service
Office proof of death and any other information we need to pay the claim. But we
have the right to defer paying any portion of the proceeds greater than the face
amount shown on page 3 if (1) the New York Stock Exchange is closed; or (2) the
SEC requires that trading be restricted or declares an emergency; or (3) the SEC
lets us defer payment to protect our contract owners.

                                  BENEFICIARY

You may designate or change a beneficiary. Your request must be in writing and
in a form which meets our needs. It will take effect only when we file it at our
Service Office; this will be after you send the contract to us to be endorsed,
if we ask you to do so. Then any previous beneficiary's interest will end as of
the date of the request. It will end then even if the Insured is not living when
we file the request. Any beneficiary's interest is subject to the rights of any
assignee of whom we know.

When a beneficiary is designated, any relationship shown is to the Insured,
unless otherwise stated. To show priority, we may use numbered classes, so that
the class with first priority is called class 1, the class with next priority is
called class 2, and so on. When we use numbered classes, these statements apply
to beneficiaries unless the form states otherwise:

1. One who survives the Insured will have the right to be paid only if no one in
a prior class survives the Insured.

2. One who has the right to be paid will be the only one paid if no one else in
the same class survives the Insured.

3. Two or more in the same class who have the right to be paid will be paid in
equal shares.

4. If none survives the Insured, we will pay in one sum to the Insured's estate.

Example: Suppose the class 1 beneficiary is Jane and the class 2 beneficiaries
are Paul and John. We owe Jane the proceeds if she is living at the Insured's
death. We owe Paul and John the proceeds if they are living then but Jane is
not. But if only one of them is living, we owe him the proceeds. If none of them
is living we owe the Insured's estate.

Beneficiaries who do not have a right to be paid under these terms may still
have a right to be paid under the Automatic Mode of Settlement.

Before we make a payment, we have the right to decide what proof we need of the
identity, age or any other facts about any persons designated as beneficiaries.
If beneficiaries are not designated by name and we make payment(s) based on that
proof, we will not have to make the payment(s) again.


Page 7 (VFL--85) (P)

                                     II-27






                                SEPARATE ACCOUNT

The Account.--The word account, where we use it in this contract without
qualification, means the Pruco Life Single Premium Variable Life Account. This
is a unit investment trust registered with the SEC under the Investment Company
Act of 1940. It is also subject to the laws of Arizona. We own the assets of the
account; we keep them separate from the assets of our general investment
account. We established the account to support variable life insurance
contracts.

Subaccounts.--The account has several subaccounts. We list them on the Contract
Data page(s). You determine, using percentages, how invested premium amounts
will be allocated among the subaccounts. You may choose to allocate nothing to a
particular subaccount. But any allocation you make must be at least 10%; you may
not choose a fractional percent.

Example: You may choose a percentage of 0, or 100, or l0, 11, 12, and so on, up
to 90. But you may not choose a percentage of 1 through 9, or 91 through 99, or
any percent that is not a whole number.

You may change the allocation for additional invested premium amounts at any
time if the contract is not in default. To do so, you must notify us in writing
in a form that meets our needs. The change will take effect on the date we
receive your notice at our Service Office.

Transfers Among Subaccounts and the Fixed Account.--You may transfer amounts
among subaccounts and to the fixed account as often as four times in a contract
year, if the contract is not in default. In addition, at any time in the first
two contract years, the entire amount in the subaccounts may be transferred to
the Fixed account. Transfers out of the fixed account to the subaccounts will be
allowed only with the Company's consent. To do so, you must notify us in writing
in a form that meets our needs. The transfer will take effect on the date we
receive your notice at our Service Office.

The Fund.--The word fund, where we use it in this contract without
qualification, means the fund we identify in the Contract Data pages. The fund
is registered with the SEC under the Investment Company Act of 1940 as an
open-end diversified management investment company. The fund has several
portfolios; there is a portfolio that corresponds to each of the subaccounts of
the account. We list these portfolios in the Contract Data pages.




Account Investments.--We use the assets of the account to buy shares in the
fund. Each subaccount is invested in a corresponding specific portfolio. Income
and realized and unrealized gains and losses from assets in each subaccount are
credited to, or charged against, the subaccount. This is without regard to
income, gains, or losses in our other investment accounts.

We will determine the value of the assets in the account at the end of each
business day. When we use the term business day, we mean a day when the New York
Stock Exchange is open for trading. We might need to know the value of an asset
on a day that is not a business day or on which trading in that asset does not
take place. In this case, we will use the value of that asset as of the end of
the last prior business day on which trading took place.

Example: If we need to know the value of an asset on a Sunday, we will normally
use the value of the asset as of the end of business on Friday.

We will always keep assets in the account with a total value at least equal to
the amount of the investment amounts under contracts like this one. (See page
10.) To the extent those assets do not exceed this amount, we use them only to
support those contracts; we do not use those assets to support any other
business we conduct. We may use any excess over this amount in any way we
choose.

Change in Investment Policy.--A portfolio of the fund might make a material
change in its investment policy. In that case, we will send you a notice of the
change. We will make a change in the investment policy only after having
received the approval of the Insurance Commissioner of the State of Arizona and
having filed a description of the approval process with the insurance regulator
of the state where this contract is delivered.

Change of Fund.--A portfolio might, in our judgment, become unsuitable for
investment by a subaccount. This might happen because of a change in investment
policy, or a change in the laws or regulations, or because the shares are no
longer available for investment, or for some other reason. If that occurs, we
have the right to substitute another portfolio of the fund, or to invest in a
fund other than the one we show on the Contract Data page(s). But we would first
seek approval from the SEC and, where required, the insurance regulator where
this contract is delivered.

FIXED ACCOUNT

The Fixed Account.--In addition to allocating your invested premium amount to
one or more of the subaccounts described above, you may direct all or part of
your invested premium amount into the fixed account. The fixed account is funded
by the general account of Pruco Life. The fixed account is credited with
interest as described under Guaranteed Interest and Excess Interest on pages 10
and 11. As described above, you may also transfer amounts from the subaccounts
to the fixed account. Transfers from the fixed account to the subaccounts may be
made only with the consent of and to the extent allowed by the Company.

Right to Transfer.--You may at any time transfer that portion of your contract
fund allocated to one or more of the subaccounts into the fixed account. The
fixed account earns a fixed rate of interest as described on page 10

Page 9 (VFL-85) (C)

                                     II-28



                                                                Exhibit A(5)(aa)

                                SEPARATE ACCOUNT

The Account.--The word account, where we use it in this contract without
qualification, means the Pruco Life Single Premium Variable Life Account. This
is a unit investment trust registered with the SEC under the Investment Company
Act of 1940. It is also subject to the laws of Arizona. We own the assets of the
account; we keep them separate from the assets of our general investment
account. We established the account to support variable life insurance
contracts.

Subaccounts.--The account has several subaccounts. We list them on the Contract
Data page(s). You determine, using percentages, how invested premium amounts
will be a11ocated among the subaccounts. You may choose to a11ocate nothing to
a particular subaccount. But any allocation you make must be at least 10%; you
may not choose fractional percent.

Example: You may choose a percentage of 0, or 100, or 10, 11, 12, and so on, up
to 90. But you may not choose a percentage of 1 through 9, or 91 through 99, or
any percent that is not a whole number.

You may change the allocation for additional invested premium amounts at any
time if the contract is not in default: To do so, you must notify us in writing
in a form that meets our needs. The change will take effect on the date we
receive your notice at our Service Office.

Transfers Among Subaccounts and the Fixed Account.--You may transfer amounts
among subaccounts and to the fixed account as often as four times in a contract
year, if the contract is not in default. In addition, at any time in the first
two contract years, the entire amount in the subaccounts may be transferred to
the Fixed Account. Transfers out of the fixed account to the subaccounts will
be allowed only with the Company's consent. To do so, you must notify us in
writing in a form that meets our needs. The transfer will take effect on the
date we receive your notice at our Service Office.

The Fund.--The word fund, where we use it in this contract without
qualification, means the fund we identify in the Contract Data pages. The fund
is registered with the SEC under the Investment Company Act of 1940 as an
open-end diversified management investment company. The fund has several
portfolios; there is a portfolio that corresponds to each of the subaccounts of
the account. We list these portfolios in the Contract Data pages.

Account Investments.--We use the assets of the account to buy shares in the
fund. Each subaccount is invested in a corresponding specific portfolio. Income
and realized and unrealized gains and losses from assets in each subaccount are
credited to, or charged against, the subaccount. This is without regard to
income, gains, or losses in our other investment accounts.

We will determine the value of the assets in the account at the end of each
business day. When we use the term business day, we mean a day when the New York
Stock Exchange is open for trading. We might need to know the value of an asset
on a day that is not a business day or on which trading in that asset does not
take place. In this case, we will use the value of that asset as of the end of
the last prior business day on which trading took place.

Example: If we need to know the value of an asset on a Sunday, we will normally
use the value of the asset as of the and of business on Friday.

We will always keep assets in the account with a total value at least equal to
the amount of the investment amounts under contracts like this one. (See page
10.) To the extent those assets do not exceed this amount, we use them only to
support those contracts: we do not use those assets to support any other
business we conduct. We may use any excess over this amount in any way we
choose.

Change in Investment Policy.--A portfolio of the fund might make a material
change in its investment policy. In that case, we will send you a notice of the
change. We will make a change in the investment policy only after having
received the approval of the Insurance Commissioner of the State of Arizona and
having filed a description of the approval process with the insurance regulator
of the state where the contract is delivered.

Change of Fund.--A portfolio might, in our judgment, become unsuitable for
investment by a subaccount. This might happen because of a change in investment
policy, or a change in the laws or regulations, or because the shares are no
longer available for investment, or for some other reason. If that occurs, we
have the right to substitute another portfolio of the fund, or to invest in a
fund other than the one we show on the Contract Data page(s). But we would first
seek approval from the SEC and, where required, the insurance regulator where
this contract is delivered.

                                 FIXED ACCOUNT

The Fixed Account.--In addition to allocating your invested premium amount to
one or more of the subaccounts described above, you may direct all or part of
your invested premium amount into the fixed account. The fixed account is funded
by the general account of Pruco Life. The fixed account is credited with
interest as described under Guaranteed Interest and Excess Interest on pages 10
and 11. As described above, you may also transfer amounts from the subaccounts
to the fixed account. Transfers from the fixed account to the subaccounts may be
made only with the consent of and to the extent allowed by the Company.

Right to Transfer.--You may at any time transfer that portion of your contract
fund allocated to one or more of the subaccounts into the fixed account. The
fixed account earns a fixed rate of interest as described on page 10.

                                     II-29



                 INSURANCE AMOUNT AND CONTRACT FUND (Continued)

Excess Interest.--Excess interest on that portion of the contract fund in the
fixed account may be credited in addition to the 3% guaranteed interest rate.
The rate of any excess interest is not guaranteed. It will be determined from
time to time and will continue thereafter until a new rate is determined. We may
use different rates of excess interest for different portions of the contract
fund that are in the fixed account.

Mortality Charge.--At the beginning of each contract month we will deduct a
mortality charge from the contract fund. The maximum charge we can deduct is
determined by applying to the coverage amount a monthly rate based on the
Commissioners 1980 Standard Ordinary Mortality Table. The coverage amount is the
difference between the insurance amount and the contract fund.

We may deduct a lower monthly charge than we describe above. The actual monthly
mortality charges we deduct are based on our expectations as to future mortality
experience. At least once every five years, but not more often than once a year,
we will consider the need to change the basis for the charges. We will make
such a change only if we do so for all contracts like this one dated in the same
year as this one.

Where required, we have given the insurance regulator where this contract is
delivered, a detailed description of our method for determining mortality
charges.

                               CASH VALUE OPTION

Cash Value Option.--You may surrender this contract for its net cash value. To
do so, you must ask us in writing and in form that meets our needs. You must
also send the contract to us.

As of any date the net cash value is the cash value minus any contract debt.
(See page 12.) The cash value is equal to the contract fund minus any surrender
charge that applies.

We will usually pay any net cash value within 7 days after we receive your
request and the contract at our Service Office.

But we have the right to defer payment if (1) the New York Stock Exchange is
closed; or (2) the SEC requires that trading be restricted or declares an
emergency; or (3) the SEC lets us defer payments to protect our contract owners.

Surrender Charge.--For each of the first six contract years the surrender charge
is the contract fund times the surrender factor that applies. We show the
surrender factors below. But the surrender charge will not exceed 9% of the
initial premium. For the seventh and later contract years there is no surrender
charge.

- --------------------------------------------------------------------------------
                           TABLE OF SURRENDER FACTORS
- --------------------------------------------------------------------------------

     Contract            Surrender           Contract            Surrender
       Year               Factor               Year               Factor
- --------------------------------------------------------------------------------
        1                  .09                  5                  .05
        2                  .08                  6                  .04
        3                  .07                  7 and later        .00
        4                  .06
- --------------------------------------------------------------------------------

                            CONTINUATION OF INSURANCE

If the contract ends as we describe under the Grace Period provision on page 8,
we will use any remaining net cash value in the Contract fund, minus any
contract debt, to keep this contract in force as long as that value permits.

To do this, we will first deduct the mortality costs for the Monthly Date on
which the contract went into default and for the next Monthly Date. On each
subsequent Monthly Date, we will deduct an amount sufficient to pay mortality
costs as long as value remains.

                                     II-30



                 INSURANCE AMOUNT AND CONTRACT FUND (Continued)

Excess Interest.--Excess interest on that portion of the contract fund in the
fixed account may be credited in addition to the 3% guaranteed interest rate.
The rate of any excess interest is not guaranteed. It will be determined from
time to time and will continue thereafter until a new rate is determined. We may
use different rates of excess interest for different portions of the contract
fund that are in the fixed account.

Mortality Charge.--At the beginning of each contract month we will deduct a
mortality charge from the contract fund. The maximum charge we can deduct is
determined by applying to the coverage amount a monthly rate determined as
indicated in the Basis of Computation. The coverage amount is the difference
between the insurance amount and the contract fund.

We may deduct a lower monthly charge than we describe above. The actual monthly
mortality charges we deduct are based on our expectations as to future mortality
experience. At least once every five years, but not more often than once a year,
we will consider the need to change the basis for the charges. We will make such
a change only if we do so for all the contracts like this one dated in the same
year as this one.

Where required, we have given the insurance regulator where this contract is
delivered, a detailed description of our method for determining mortality
charges.

                               CASH VALUE OPTION

Cash Value Option.--You may surrender this contract for its net cash value. To
do so, you must ask us in writing and in a form that meets our needs. You must
also send the contract to us.

As of any date the net cash value is the cash value minus any contract debt.
(See page 12.) The cash value is equal to the contract fund minus any surrender
charge that applies.

We will usually pay any net cash value within 7 days after we receive your
request and the contract at our Service Office.

But we have the right to defer paying that portion of the payment to be taken
from the subaccounts if (1) the New York Stock Exchange is closed; or (2) the
SEC requires that trading be restricted or declares an emergency; or (3) the SEC
lets us defer payments to protect our contract owners. We also have the right to
postpone paying that portion of the payment to be taken from the fixed account
for up to six months.

Surrender Charge.--For each of the first six contract years the surrender charge
is the contract fund times the surrender factor that applies. We show the
surrender factors below. But the surrender charge will not exceed 9% of the
initial premium. For the seventh and later contract years there is no
surrender charge.


- --------------------------------------------------------------------------------
                           TABLE OF SURRENDER FACTORS
- --------------------------------------------------------------------------------

     Contract            Surrender           Contract            Surrender
       Year               Factor               Year               Factor
- --------------------------------------------------------------------------------
        1                   .09                 5                   .05
        2                   .08                 6                   .04
        3                   .07                 7 and later         .00
        4                   .06
- --------------------------------------------------------------------------------

                                      II-31



                 INSURANCE AMOUNT AND CONTRACT FUND (Continued)

Excess Interest.--Excess Interest on that portion of the contract fund in the
fixed account may be credited in addition to the 3% guaranteed interest rate.
The rate of any excess interest is not guaranteed. It will be determined from
time to time and will continue thereafter until a new rate is determined. We may
use different rates of excess interest for different portions of the contract
fund that are in the fixed account.

Mortality Charge.--At the beginning of each contract month we will deduct a
mortality charge from the contract fund. The maximum charge we can deduct is
determined by applying to the coverage amount a monthly rate determined as
indicated in the Basis of Computation. The coverage amount is the difference
between the insurance amount and the contract fund.

We may deduct a lower monthly charge than we describe above. The actual monthly
mortality charges we deduct are based on our expectations as to future mortality
experience. At least once every five years, but not more often than once a year
we will consider the need to change the basis for the charges. We will make such
a change only if we do so for all contracts like this one dated in the same year
as this one.

Where required we have given the insurance regulator where this contract is
delivered, a detailed description of our method for determining mortality
charges.

                               CASH VALUE OPTION

Cash Value Option.--You may surrender this contract for its net cash value. To
do so, you must ask us in writing and in a form that meets our needs. You must
also send the contract to us.

As of any date the net cash value is the cash value minus any contract debt.
(See page 12.) The cash value is equal to the contract fund minus any surrender
charge that applies.

We will usually pay any net cash value within 7 days after we receive your
request and the contract at our Service Office.

But we have the right to defer payment if (1) the New York Stock Exchange is
closed; or (2) the SEC requires that trading be restricted or declares an
emergency; or (3) the SEC lets us defer payments to protect our contract owners.

Surrender Charge.--For each of the first six contract years the surrender charge
is the contract fund times the surrender factor that applies. We show the
surrender factors below. But the surrender charge will not exceed 9% of
the ininal premium. For the seventh and later contract years there is no
surrender charge.

- --------------------------------------------------------------------------------
                           TABLE OF SURRENDER FACTORS
- --------------------------------------------------------------------------------
 Contract               Surrender               Contract               Surrender
   Year                  Factor                  Year                   Factor
- --------------------------------------------------------------------------------
    1                     .09                     5                      .05
    2                     .08                     6                      .04
    3                     .07                     7 and later            .00
    4                     .06
- --------------------------------------------------------------------------------

                           CONTINUATION OF INSURANCE

If the contract ends as we describe under the Grace Period provision on page 8,
we will use any remaining net cash value in the Contract Fund, minus any
contract debt, to keep this contract in force as long as that value permits.

To do this, we will first deduct the mortality costs for the Monthly Date on
which the contract went into default and for the next Monthly Date. On each
subsequent Monthly Date, we will deduct an amount sufficient to pay mortality
costs as long as value remains.

                                     II-32



                                                                Exhibit A(5)(ee)

                                LOANS (continued)

We will allocate loans and repayments among the subaccounts and the fixed
account in proportion to the amount in each as of the date of loan or repayment.
Only the investment amount will reflect the investment results of the
subaccounts. Since the amount you borrow is removed from the investment amount
and/or the fixed account, a loan may have a permanent effect on the net cash
value of this contract. The longer the loan is outstanding, the greater this
effect is likely to be.

Excess Contract Debt.--If, on a monthly date, contract debt is ever equal to or
more than the cash value, all the contract's benefits will end 61 days after
that monthly date. We will mail a notice to you and any assignee of whom we
know. Also, we may send a notice to the Insured's last known address. In the
notice we will state the amount that, if paid to us, will reduce the contract
debt enough to keep the contract's benefits from ending for a limited time.

Postponement of Loan.--We will usually make a loan within 7 days after we
receive your request at our Service Office. But we have the right to defer
making that portion of the loan to be taken from the subaccounts if (1) the New
York Stock Exchange is closed; or (2) the SEC requires that trading be
restricted or declares an emergency; or (3) the SEC lets us defer payments to
protect our contract owners. We also have the right to postpone making that
portion of the loan to be taken from the fixed account for up to six months.


                                     II-33




                               GUIDE TO CONTENTS

                                                                         Page
Contract Data .............................................................3
  Rating Class; Schedule of Premiums;
  Interest Rates; List of Subaccounts and Portfolios
  Service Office

Contract Summary ..........................................................5

Table of Basic Amounts ....................................................5

General Provisions ........................................................6
  Definitions; The Contract; Contract Modifications; Non-participating;
  Service Office; Ownership and Control; Suicide Exclusion; Currency;
  Misstatement of Age or Sex; Incontestability; Assignment; Annual Report;
  Payment of Death Claim

Beneficiary ...........................................................3 & 7

Premiums ..............................................................3 & 8
  Initial Premium; Additional Premiums; Premium Taxes; Default; Grace 
  Period; Reinstatement

Separate Account ..........................................................9
  The Account; Subaccounts; Transfers Among Subaccounts and the Fixed 
  Account, The Fund; Account Investments; Change in Investment Policy;
  Change of Fund

Fixed Account .............................................................9

Insurance Amount and Contract Fund .......................................10
  Insurance Amount; Contract
  Fund; Invested Premium Amount; Investment 
  Amount; Interest Credit; Guaranteed Interest;
  Excess Interest; Mortality Charge

Cash Value Option ........................................................11
  Cash Value Option; Surrender Charge

Continuation of Insurance ................................................11

Loans ....................................................................12
  Loan Requirements; Contract Debt;
  Loan Value; Interest Charge; Repayment; 
  Effect of a Loan; Excess Contract Debt;
  Postponement of Loan

Settlement Options .......................................................14
  Payee Defined; Choosing an Option; Options
  Described; First Payment Due Date; Residue
  Described; Income Tables; Withdrawal of
  Residue; Designating Contingent Payee(s);
  Changing Options; Conditions; Death of Payee

Automatic Mode of Settlement .............................................17
  Applicability; Interest on Proceeds; Settlement
  at Payee's Death; Spendthrift and Creditor

Basis of Computation .....................................................17
  Mortality Table Described; Minimum Legal Values

Attained Age Factors .....................................................18

                   A copy of the application follows Page 20


                                     II-34



                                                                Exhibit A(5)(gg)

                                    PREMIUMS

Initial Premium.--The initial premium, which we show on page 3, is due on the
contract date. It may be paid at our Service Office or to one of our
representatives. If we are asked to do so, we will give a signed receipt. The
initial premium minus any applicable deductions for state and/or local premium
taxes, becomes the contract fund. (See page 10.)

Additional Premiums.--Additional premiums may be, paid as we describe below:

1. An additional premium may be paid if (1) it is permitted according to the
definition of life insurance contained in the applicable federal tax law, and
(2) it does not result in an increase in the insurance amount. If you ask us to
do so, we will let you know the amount of any additional premium allowed and
when it can be paid. We will also include that information as part of the annual
report. (See page 7.)

2. If the contract goes into default, an additional premium sufficient to bring
the contract out of default may be paid during the grace period.

Additional premiums paid in accord with 1 or 2 above minus any applicable
deductions for state and/or local premium taxes, will be added to the contract
fund but will not increase the insurance amount.

Additional premiums may be paid at our Service Office or to one of our
representatives. If we are asked to do so we will give a signed receipt.

Premium Taxes.--State and local taxes on premiums paid vary according to
jurisdiction. We will deduct from each premium paid the appropriate amount
applicable for these taxes.

Default.--If on any monthly date the net cash value equals zero, this contract
is in default. In this case we will tell you what premium payment is needed to
bring the contract out of default.

Grace Period.--We grant 61 days of grace from any Monthly Date on which the
contract goes into default. We will send you a notice of default and state the
amount to pay that will bring the contract out of default. This amount is the
amount that, after deduction of any state and/or local premium taxes, is
sufficient to pay the mortality charges (See page 11.) for the Monthly Date on
which the contract goes into default and the next Monthly Date. If that amount
has not been paid by the end of the grace period the contract will end and have
no value.

The Insured might die while the contract is in default during its days of grace.
If so, the proceeds will be reduced by the amount that, after deduction of any
state and/or local premium taxes, is sufficient to pay the mortality charges
which have not yet been deducted for Monthly Dates prior to the date on which
death occurred.

Reinstatement.--If this contract ends as we describe under Grace Period, you may
reinstate it, if all these conditions are met:

1. No more than three years must have elapsed since the date of default.

2. You must give us any facts we need to satisfy us that the Insured is
insurable for the contract.

3. We must be paid an amount that, after deduction of any state and/or local
premium taxes, leaves the balance equal to the sum of:

(a) the mortality charges not previously made for the grace period; and

(b) the mortality charges for the first two monthly dates on or after the date
    of reinstatement.

If we approve the reinstatement, these statements apply. The date of
reinstatement will be the date of your request or the date the required premium
is paid, if later. The face amount will be the same as it was at the end of the
grace period. The contract debt will be equal to the contract debt at the end of
the grace period. The contract fund as of the date of reinstatement will be
equal to the amount paid to reinstate the contract, minus any applicable
deductions for state and/or local premium taxes, minus the charges in (a) above,
and plus the contract debt. And we will start to make monthly charges and
credits again as of the first Monthly Date on or after the date of
reinstatement.

                                     II-14



                                                                Exhibit A(5)(hh)

                                    PREMIUMS

Initial Premium.--The initial premium, which we show on page 3, is due on the
contract date. It may be paid at our Service Office or to one of our
representatives. If we are asked to do so, we will give a signed receipt. The
initial premium minus any applicable deductions for state and/or local premium
taxes, becomes the contract fund. (See page 10.)

Additional Premiums.--Additional premiums may be paid as we describe below:

1. An additional premium may be paid if (1) it is permitted according to the
definition of life insurance contained in the applicable federal tax law, and
(2) it does not result in an increase in the insurance amount. If you ask us to
do so, we will let you know the amount of any additional premium allowed and
when it can be paid. We will also include that information as part of the annual
report. (See page 7.)

2. If the contract goes into default, an additional premium sufficient to bring
the contract out of default may be paid during the grace period.

Additional premiums paid in accord with 1 or 2 above minus any applicable
deductions for state and/or local premium taxes, will be added to the contract
fund but will not increase the insurance amount.

Premium Taxes.--State and local taxes on premiums paid vary according to
jurisdiction. We will deduct from each premium paid the appropriate amount
applicable for these taxes.

Default.--If on any monthly date the net cash value equals zero, this contract
is in default. In this case we will tell you what premium payment is needed to
bring the contract out of default.

Grace Period.--We will send you a notice of default and grant 61 days of grace
from the mailing date of that notice. The notice will state the amount to pay
that will bring the contract out of default. This amount is the amount that,
after deduction of any state and/or local premium taxes, is sufficient to pay
the mortality charges (See page 11.) for the Monthly Date on which the contract
goes into default and the next Monthly Date. If that amount has not been paid by
the end of the grace period the contract will end and have no value.

The Insured might die while the contract is in default during its days of grace.
If so, the proceeds will be reduced by the amount that, after deduction of any
state and/or local premium taxes, is sufficient to pay the mortality charges
which have not yet been deducted for Monthly Dates prior to the date on which
death occurred.

Reinstatement.--If this contract ends as we describe under Grace Period, you may
reinstate it, if all these conditions are met:

1. No more than three years must have elasped since the date of default.

2. You must give us any facts we need to satisfy us that the Insured is
insurable for the contract.

3. We must be paid an amount that, after deduction of any state and/or local
premium taxes, leaves the balance equal to the sum of:

(a)  the mortality charges not previously made for the grace period; and

(b)  the mortality charges for the first two monthly dates on or after the date
     of reinstatement.

If we approve the reinstatement, these statements apply. The date of
reinstatement will be the date of your request or the date the required premium
is paid, if later. The face amount will be the same as it was at the end of the
grace period. The contract debt will equal to the contract debt at the end of
the grace period. The contract fund as of the date of reinstatement will be
equal to the amount paid to reinstate the contract, minus any applicable
deductions for state and/or local premium taxes, minus the charges in (a) above,
and plus the contract debt. And we will start to make monthly charges and
credits again as of the first Monthly Date on or after the date of
reinstatement.


Page 8 (VFL--85) (C)

                                     II-15



                                                                Exhibit A(5)(ii)

                                SEPARATE ACCOUNT

The Account.--The word account, where we use it in this contract without
qualification, means the Pruco Life Single Premium Variable Life Account. This
is a unit investment trust registered with the SEC under the Investment Company
Act of 1940. It is also subject to the laws of Arizona. We own the assets of the
account; we keep them separate from the assets of our general investment
account. We established the account to support variable life insurance
contracts.

Subaccounts.--The account has several subaccounts. We list them on the Contract
Data page(s). You determine, using percentages, how invested premium amounts
will be a11ocated among the subaccounts. You may choose to a11ocate nothing to a
particular subaccount. But any allocation you make must be at least 10%; you may
not choose a fractional percent.

Example: You may choose a percentage of 0, or 100, or 10,11,12, and so on,
up to 90. But you may not choose a percentage of 1 through 9, or 91 through 99,
or any percent that is not a whole number.

You may change the allocation for additional invested premium amounts at any
time if the contract is not in default. To do so, you must notify us in writing
in a form that meets our needs. The change will take effect on the date we
receive your notice at our Service Office.

Transfers Among Subaccounts and the Fixed Account.--You may transfer amounts
among subaccounts and to the fixed account as often as four times in a contract
year, if the contract is not in default. In addition, the entire amount in the
subaccounts may be transferred to the Fixed Account at any time in the first two
contract years, or, if we make a material change in the investment policy of a
portfolio of the fund at any time during the life of the contract. Transfers out
of the fixed account to the subaccounts will be allowed only with the Company's
consent. To do so, you must notify us in writing in a form that meets our needs.
The transfer will take effect on the date we receive your notice at our Service
Office.

The Fund.--The word fund, where we use it in this contract without
qualification, means the fund we identify in the Contract Data pages. The fund
is registered with the SEC under the Investment Company Act of 1940 as an
open-end diversified management investment company. The fund has several
portfolios; there is a portfolio that corresponds to each of the subaccounts of
the account. We list these portfolios in the Contract Data pages.

Account Investments.--We use the assets of the account to buy shares in the
fund. Each subaccount is invested in a corresponding specific portfolio. Income
and realized and unrealized gains and losses from assets in each subaccount are
credited to, or charged against, the subaccount. This is without regard to
income, gains, or losses in our other investment accounts.

We will determine the value of the assets in the account at the end of each
business day. When we use the term business day, we mean a day when the New York
Stock Exchange is open for trading. We might need to know the value of an asset
on a day that is not a business day or on which trading in that asset does not
take place. In this case, we will use the value of that asset as of the end of
the last prior business day on which trading took place.

Example: If we need to know the value of an asset on a Sunday, we will normally
use the value of the asset as of the end of business on Friday.

We will always keep assets in the account with a total value at least equal to
the amount of the investment amounts under contracts like this one. (See page
10.) To the extent those assets do not exceed this amount, we use them only to
support those contracts; we do not use those assets to support any other
business we conduct. We may use any excess over this amount in any way we
choose.

Change in Investment Policy.--A portfolio of the fund might make a material
change in its investment policy. In that case, we will send you a notice of the
change. Within 60 days after you receive the notice, or within 60 days of the
effective date of the change, if later, you may transfer the entire amount in
the subaccounts to the Fixed Account.

Change of Fund.--A portfolio might, in our judgment, become unsuitable for
investment by a subaccount. This might happen because of a change in investment
policy, or a change in the laws or regulations, or because the shares are no
longer available for investment, or for some other reason. If that occurs, we
have the right to substitute another portfolio of the fund, or to invest in a
fund other than the one we show on the Contract Data page(s). But we would first
seek approval from the SEC and, where required, the insurance regulator where
this contract is delivered.

                                 FIXED ACCOUNT

The Fixed Account.--In addition to allocating your invested premium amount to
one or more of the subaccounts described above, you may direct all or part of
your invested premium amount into the fixed account. The fixed account is funded
by the general account of Pruco Life. The fixed account is credited with
interest as described under Guaranteed Interest and Excess Interest on pages 10
and 11. As described above, you may also transfer amounts from the subaccounts
to the fixed account. Transfers from the fixed account to the subaccounts may be
made only with the consent of and to the extent allowed by the Company.

Right to Transfer.--You may at any time transfer that portion of your contract
fund allocated to one or more of the subaccounts into the fixed account. The
fixed account earns a fixed rate of interest as described on page 10.

                                     II-16



                                                                Exhibit A(5)(jj)

                       INSURANCE AMOUNT AND CONTRACT FUND

Insurance Amount.--The insurance amount at any time is the greater of (1) the
face amount which we show on page 3 and (2) the contract fund times the attained
age factor that applies. We show the attained age factors on page 18.

Contract Fund.--On the contract date the contract fund is equal to the invested
premium amounts received, (see below), minus any of the charges described in
items (d) through (g) below which may have been due on that date. On any day
after that the contract fund is equal to what it was on the previous day, plus
any invested premium amounts received, plus these items:

     (a)  any increase due to investment results in the value of the
          subaccounts; and

     (b)  interest at the rates shown below on that portion of the contract fund
          that is equal to any contract loan;

Minus these items:

     (c)  any decrease due to investment results in the value of the
          subaccounts;

     (d)  a charge against the investment amount at a rate of .00245475% a day
          (.90% a year) for mortality and expense risks that we assume;

     (e)  a charge against the investment amount at a rate of .00095723% a day
          (.35% a year) for the cost of administering the contract;

     (f)  any amount charged against the Contract Fund for Federal or State
          income taxes;

     (g)  a charge for the cost of expected mortality;

We describe under Reinstatement on page 8 what the contract fund will be equal
to on any reinstatement date.

Invested Premium Amount.--This is the portion of each premium paid that we add
to the contract fund. It is equal to the premium paid, minus any applicable
deduction for state and/or local premium taxes.

Investment Amount.--The investment amount for this contract is the amount we use
to compute the investment return. The investment amount is allocated among the
subaccounts. The amount of the investment amount and its allocation to
subaccounts depend on (1) how you choose to allocate invested premium amounts;
(2) whether or not you transfer amounts among subaccounts; (3) the investment
performance of the subaccounts to which amounts are allocated or transferred;
(4) the amount and timing of any additional premium payments you make; and (5)
whether or not you take any loan. The account, subaccounts, and account
investments are described on page 9.

The investment amount at any time is equal to the contract fund, minus the
portion of the contract fund equal to any contract loan.

Interest Credit.--On the portion of the contract fund equal to any contract
loan: During each contract year we will use a monthly rate that is equivalent to
an effective annual rate of 5 1/2% on the part of the contract fund equal to the
first amount you borrow in each contract year up to the excess of the target
loan amount over any existing loan. Interest due but not paid on any loan amount
eligible for the 5 1/2% crediting rate will become part of the loan and will
also be credited with interest at 5 1/2%.

For any part of the contract fund equal to the loan amount not eligible for the
5 1/2% crediting rate as described above, we will use a monthly rate that is
equivalent to an effective annual rate of not less than 4%.

On each contract anniversary, we will transfer the part of the contract fund
equal to any contract loan (up to the target loan amount) not eligible for the 5
1/2% crediting rate to the portion of the contract fund eligible for the 5 1/2%
crediting rate.

Target loan amount means an amount equal to 10% of the initial premium for each
completed contract year since the contract date.

Example: Suppose the initial premium is $20,000 and the loan value is enough to
provide the amounts stated here. The target loan amount in the second contract
year is $2,000 (10% of $20,000). In that year you borrow $1,000. Since it is the
first amount you have borrowed, we will credit interest on that part of the
contract fund equal to $1,000 at a monthly rate equivalent to an effective
annual rate of 5 1/2%. If you borrow an additional amount in that contract year,
we will credit interest on that part of the contract fund equal to the
additional loan at a monthly rate equivalent to an effective annual rate of not
less than 4%. In the next contract year your target loan amount would be $4,000
($2,000 for each of the two completed contract years since the Contract Date).

                                     II-17



                                                                Exhibit A(5)(kk)

                 INSURANCE AMOUNT AND CONTRACT FUND (Continued)

Mortality Charge.--We will compute daily and deduct at the beginning of each
contract month a mortality charge from the contract fund. The maximum charge we
can deduct is determined by applying to the coverage amount a monthly rate
determined as indicated in the Basis of Computation. The coverage amount is the
difference between the insurance amount and the contract fund.

We may deduct a lower monthly charge than we describe above. The actual monthly
mortality charges we deduct are based on our expectations as to future mortality
experience. At least once every five years, but not more often than once a year,
we will consider the need to change the basis for the charges. We will make such
a change only if we do so for all contracts like this one dated in the same year
as this one.

Where required, we have given the insurance regulator where this contract is
delivered, a detailed description of our method for determining mortality
charges.

                               CASH VALUE OPTION

Cash Value Option.--You may surrender this contract for its net cash value. To
do so, you must ask us in writing and in a form that meets our needs. You must
also send the contract to us.

As of any date the net cash value is the cash value minus any contract debt.
(See page 12.) Here is how we will compute the cash value.

1. If the contract is not in default: The cash value on surrender at any time in
the first six contract years is the contract fund, minus a surrender charge. The
cash value on surrender at the end of the sixth contract year or later is the
contract fund.

2. If the contract is in default during its days of grace: We will compute the
net cash value as of the date the contract went into default. But we will adjust
this value for any loan you take out or pay back or any premium payments you
make in the days of grace.

We will usually pay any net cash value within 7 days after we receive your
request and the contract at our Service Office.

But we have the right to defer payment if (1) the New York Stock Exchange is
closed; or (2) the SEC requires that trading be restricted or declares an
emergency; or (3) the SEC lets us defer payments to protect our contract owners.

Surrender Charge.--For each of the first six contract years the surrender charge
is the contract fund times the surrender factor that applies. We show the
surrender factors below. But the surrender charge will not exceed 9% of the
initial premium. For the seventh and later contract years there is no surrender
charge.
- --------------------------------------------------------------------------------
                             TABLE OF SURRENDER FACTORS
- --------------------------------------------------------------------------------
    Contract              Surrender          Contract           Surrender 
      Year                 Factor              Year              Factor
- --------------------------------------------------------------------------------
       1                     .09                5                   .05
       2                     .08                6                   .04
       3                     .07                7 and later         .00
       4                     .06
- --------------------------------------------------------------------------------


                                     II-18




                               LOANS (continued)

We will allocate loans and repayments among the subaccounts in proportion to the
amount in each as of the date of loan or repayment. Only the investment amount
will reflect the investment results of the subaccounts. Since the amount you
borrow is removed from the investment amount, a loan may have a permanent effect
on the net cash value of this contract. The longer the loan is outstanding, the
greater this effect is likely to be.

Excess Contract Debt.--If, on a monthly date, contract debt is ever equal to or
more than the cash value, all the contract's benefits will end 61 days after
that monthly date. We will mail a notice to you and any assignee of whom we
know. Also, we may send a notice to the Insured's last known address. In the
notice we will state the amount that, if paid to us, will reduce the contract
debt enough to keep the contract's benefits from ending for a limited time.

Postponement of Loan.--We will usually make a loan within 7 days after we
receive your request at our Service Office. But we have the right to defer
making the loan if (1) the New York Stock Exchange is closed; or (2) the SEC
requires that trading be restricted or declares an emergency; or (3) the SEC
lets us defer payments to protect our contract owners.

                              EXCHANGE OF CONTRACT

Right to Exchange.--Before the second anniversary you may exchange this contract
for a new contract of fixed benefit insurance on the Insured's life. You will
not have to prove to us that the Insured is insurable. Also, you may make such
an exchange at any time if there is a material change in the investment policy
of a portfolio (see Change in Investment Policy on page 9). When we use the term
new contract we mean the contract for which this contract may be exchanged.

Conditions.--Your right to make this exchange is subject to all these
conditions: (1) You must ask for the exchange in writing in a form that meets
our needs. (2) You must surrender the contract to us. (3) We must have your
request and the contract at our Service Office while the contract is in force
and not in default past its days of grace. (4) You must pay back any contract
debt under this contract, to the extent it may exceed the loan value of the new
contract. (5) You must pay any other charges required for the exchange.

Exchange Date.--The exchange date will be the later of: (1) the date we receive
the contract and your request at our Service Office; and (2) the date we receive
the payment, if any, required for the exchange. The new contract will take
effect on the exchange date only if the Insured is then living. If the new
contract takes effect, this contract will end just before the exchange date.

Contract Specifications.--The new contract will be on the Life Insurance Policy
with Premium Flexibility plan. It will have a face amount equal to the face
amount of this one. It will have the same contract date and issue age as this
contract and be in the same rating class.

If, for any reason, we are not issuing the Life Insurance Policy with Premium
Flexibility Contract on the exchange dates, then the new contract will be
another life plan that we would regularly issue on that date for the same rating
class, amount, issue age and sex.

A charge may be made on exchange in the following situation: If, on the date of
exchange, the contract fund of this contract is less than the tabular contract
fund, a charge will be made for the difference in the two amounts. If the
contract fund of this contract is equal to or greater than the tabular contract
fund, no charge will be made. In these cases, the contract fund of the new
contract will be equal to that of this contract.

Exchange at Other Times.--You may be able to exchange this contract for a fixed
benefit Life Insurance Policy with Premium Flexibility contract at a time other
than those described under Right to Exchange above. But any such exchange may be
made only if we consent, and will be subject to conditions and charges which we
then determine.

                                     II-19



                                                                Exhibit A(5)(nn)

                                     LOANS

Loan Requirements.--On or after the first contract anniversary, you may borrow
from us on the contract. Al1 these conditions must be met:

1. The insured is living.

2. The contract is in force.

3. The contract debt will not be more than the loan value. (We explain these
terms below.)

4. As sole security for the loan, you assign the contract to us in a form that
meets our needs.

If there is already contract debt when you borrow from us, we will add the new
amount you borrow to that debt.

Contract Debt.--Contract debt at any time means the loan on the contract, plus
the interest we have charged that is not yet due and that we have not yet added
to the loan.

Example 1: Suppose the contract date is in 1987 and the initial premium was
$10,000. Three months before the anniversary in 1992 the contract has a contract
fund of $15,000. Six monthS ago you borrowed $1,500. By now there is interest of
$45 charged but not yet due. The contract debt is now $1,546, which is made up
of the $1,5OO loan and the $45 interest.

Loan Value.--You may borrow any amount up to the difference between the loan
value and any existing contract debt. On any day, the loan value is equal to 90%
of the cash value.

Example 2: Suppose, in example 1, you want to borrow all that you can. We will
lend you $11,280, which is the difference between the $12,825 loan value and the
$1,545 contract debt. This will increase the contract debt to $12,825. We will
add the new amount borrowed to the existing loan and will charge interest on it,
too.

Interest Charge.--We will charge interest daily on any loan at an effective rate
of 3% a year.

Interest is due on each contract anniversary, or when the loan is paid back if
that comes first. If interest is not paid when due, it will become part of the
loan. Then we will start to charge interest on it, too.

Example 3: Suppose the contract date is in 1987. Six months before the
anniversary in 1996 you borrow $1,000 out of a $15,000 loan value. We charge 6%
a year.

Four months later, but still two months before the anniversary we will have
charged about $20 interest. This amount will be a few cents more or less than
$20 since some months have more days than others. The interest will not be due
until the anniversary unless the loan is paid back sooner. The loan will still
be $1,000. The contract debt will be $1,020, since contract debt includes
interest charged but not yet due.

On the anniversary in 1996 we will have charged about $30 interest. The interest
will then be due.

Example 4: Suppose the $30 interest in example 3 was paid on the anniversary.
The loan and contract debt each became $1,000 right after the payment.

Example 5: Suppose the $30 interest in example 3 was not paid on the
anniversary. The interest became part of the loan, and we began to charge
interest on it, too. The loan and contract debt each became $1,030.

Repayment.--All or part of any contract debt may be paid back at any time while
the insured is living and the contract is not in default. A repayment will first
be applied to reduce the part of the loan, if any, that is subject to the lowest
interest crediting rate. When we settle the contract, any contract debt is due
us. We will make an adjustment so that the proceeds will not include the amount
of that debt.

Effect of a Loan.--When you take a loan, the amount of any loan continues to be
a part of the contract fund. However, the amount equal to the amount of the loan
is credited with interest only at the rates we state on page 10.

We will reduce the contract fund by this amount, and by loan interest that
becomes part of the loan because it is not paid when due. When you repay part or
all of a loan we will increase the contract fund by the amount of loan you
repay, plus, if you repay all the loan, interest credits accrued on the loan (at
the rate we state on page 10) since the last Monthly Date, we will not increase
the contract fund by loan interest that is paid before we make it part of the
loan.

                            (Continued on Next Page)


                                     II-13




                                                                Exhibit A(5)(oo)

                          AUTOMATIC MODE OF SETTLEMENT

Applicability.--these provisions apply to proceeds arising from the Insured's
death and payable in one sum to a Payee who is a beneficiary. They do not apply
to any periodic payment.

Interest on Proceeds.--We will hold the proceeds at interest under Option 3 of
the Settlement Options provision. The Payee may withdraw the residue. We will
pay it promptly on request. We will pay interest annually unless we agree to pay
it more often. We have the right to pay the residue in one sum after one year if
(1) the Payee is not a natural person who will be paid in his or her own right;
(2) the Payee will be paid as assignee; or (3) the original amount we hold under
Option 3 for the Payee is less than S1,000.

Settlement at Payee's Death.--If the Payee dies and leaves an Option 3 residue,
we will honor any contingent payee provision then in effect. If there is none,
here is what we will do. We will look to the beneficiary designation of the
contract; we will see what other beneficiary(ies), if any, would have been
entitled to the portion of the proceeds that produced the Option 3 residue if
the Insured had not died until immediately after the Payee died. Than we will
pay the residue in one sum to such other beneficiary(ies), in accord with that
designation. But if, as stated in that designation, payment would be due the
estate of someone else, we will instead pay the estate of the Payee.

Example: Suppose the class 1 beneficiary is Jane and the class 2 beneficiaries
are Paul and John. Jane was living when the Insured died. Jane later died
without having chosen an option or naming someone other than Paul and John as
contingent payee. If Paul and John are living at Jane's death we owe them the
residue. If only one of them is living then, and if the contract called for
payment to the survivor of them, we owe him the residue. If neither of them is
living then, we owe Jane's estate.

Spendthrift and Creditor.--A beneficiary or contingent payee may not, at or
after the Insured's death, assign, transfer, or encumber any benefit payable. To
the extent allowed by law, the benefits will not be subject to the claims of any
creditor of any beneficiary or contingent payee.

                                  ENDORSEMENTS
                      (Only we can endorse this contract.)

                              BASIS OF COMPUTATION

Mortality Table Described.--We base premiums, values and maximum mortality
charges to which we refer in this contract on the Insured's issue age and sex
and on the length of time since the contract date. We use {1) the Commissioners
1980 Standard Ordinary Mortality Table; and (2) continuous functions based on
age last birthday. Monthly mortality charges are equal to one-twelfth of the
corresponding annual charges.

Minimum Legal Values.--The minimum legal values for this contract are at least
as large as those set by law where it is delivered. The minimum legal values are
calculated according to the Standard Nonforfeiture Law for Life Insurance using:
(1) the Commissioners 1980 Standard Ordinary Mortality Table; (2) a rate of
interest of 6% a Year (this interest rate is not guaranteed) and (3) continuous
functions based on age last birthday.

                                                Pruco Life Insurance Company,

                                                                       Secretary


                                      II-14



Pruco Life Insurance Company

                                                            No.________________

A Supplement to the Life Insurance Application for a variable contract 
in which __________________ is named as the proposed Insured.

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



I BELIEVE THIS CONTRACT MEETS MY INSURANCE NEEDS AND FINANCIAL OBJECTIVES. I
ACKNOWLEDGE RECEIPT OF A CURRENT PROSPECTUS FOR THE CONTRACT. I UNDERSTAND THAT
THE CONTRACT'S VALUE AND DEATH BENEFIT MAY VARY DEPENDING ON THE CONTRACT'S
INVESTMENT EXPERIENCE, BUT THE INSURANCE AMOUNT WILL NEVER BE LESS THAN THE FACE
AMOUNT AS LONG AS THE POLICY IS IN FORCE........................................
 ...................................................................YES[_] NO[_] 

Date______________________           Signature of Applicant____________________


                                     II-15






                                  Exhibit A(11)





                                      II-14


<PAGE>

                                                                   Exhibit A(ll)

XXX XXX XXX                                  PRUCO LIFE INSURANCE COMPANY
                                             PRUCO LIFE SERVICE OFFICE
XXXXXXXXXXXXXXXXXXXXXXXXXXX                  P.O. BOX 2925, PHOENIX, AZ 85062

XXXXXXXXXXXXXXXXXXXXXXXXXXX                  FOR INSURANCE SERVICE CONTACT YOUR
XXXXXXXXXXXXXXXXXXXXXXXXXXX                  REPRESENTATIVE.
XXXXXXXXXXXXXXXXXXXXXXXXXXX
                                             X - XXXX (REGION - AGENCY CODE)


                           NOTICE OF WITHDRAWAL RIGHT

IN ORDER TO COMPLY WITH THE LAWS  ADMINISTERED  BY THE  SECURITIES  AND EXCHANGE
COMMISSION, WE ARE SENDING YOU THIS NOTICE. PLEASE READ IT CAREFULLY AND KEEP IT
WITH YOUR RECORDS.

YOU HAVE RECENTLY  PURCHASED A FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE CONTRACT
FROM  PRUCO  LIFE.  THE  BENEFITS  OF THIS  CONTRACT  DEPEND  ON THE  INVESTMENT
EXPERIENCE  OF THE  MONEY  MARKET,  BOND,  COMMON  STOCK,  AGGRESSIVELY  MANAGED
FLEXIBLE,  CONSERVATIVELY  MANAGED  FLEXIBLE AND ZERO COUPON BOND SUBACCOUNTS OF
PRUCO LIFE'S  SINGLE  PREMIUM  VARIABLE  LIFE  ACCOUNT.  THESE  SUBACCOUNTS  ARE
DESCRIBED IN THE PROSPECTUS THAT WAS GIVEN TO YOU AT THE TIME OF SALE.

YOU HAVE THE RIGHT TO EXAMINE AND CANCEL THIS CONTRACT. UPON ITS RETURN, YOU ARE
ENTITLED TO A FULL REFUND OF ALL PREMIUMS  PAID.  [WHERE STATE LAW PERMITS,  THE
PRIOR SENTENCE WILL READ: "UPON ITS RETURN,  YOU ARE ENTITLED TO A REFUND OF ALL
PREMIUS  PAID,  PLUS OR MINUS ANY CHANGE DUE TO  INVESTMENT  PERFORMANCE  IN THE
VALUE OF THE INVESTED PORTIONS OF SUCH PREMIUMS."] THE CANCELLATION  DEADLINE IS
THE LATEST OF:

     1.   10 DAYS AFTER YOU HAVE RECEIVED THE CONTRACT.
     2.   45 DAYS FROM THE DATE YOU COMPLETED PART 1 OF THE APPLICATION.
     3.   10 DAYS FROM THE DATE OF DELIVERY OF THIS NOTICE.

IN  DETERMINING  WHETHER OR NOT TO CANCEL YOUR  CONTRACT,  YOU SHOULD  CONSIDER,
ALONG WITH OTHER FACTORS SUCH AS THE NEEDS AND OTHER REASONS WHICH MOTIVATED YOU
TO PURCHASE  THIS  CONTRACT,  THE  PROJECTED  COST AND YOUR  ABILITY TO MAKE THE
SCHEDULED PREMIUM PAYMENTS AS STATED IN YOUR CONTRACT. PLEASE CONSULT AND REVIEW
THE PROSPECTUS YOU HAVE  RECEIVED.  THE PROSPECTUS  DESCRIBES THE DEDUCTION FROM
PREMIUMS BEFORE AMOUNTS ARE ALLOCATED TO THE SUBACCOUNTS  MENTIONED  ABOVE.  THE
DEDUCTION  IS FOR STATE  AND/OR  LOCAL  PREMIUM  TAXES AND IS EQUAL TO THE EXACT
AMOUNT OF ANY SUCH TAXES.

IN  ADDITION,  THE  PROSPECTUS  DESCRIBES  CERTAIN  CHARGES  THAT  ARE  DEDUCTED
PERIODICALLY  FROM AMOUNTS  ALLOCATED TO THE  SUBACCOUNTS.  THE PROSPECTUS  ALSO
DESCRIBES CHARGES THAT MAY BE ASSESSED UPON SURRENDER.

IF YOU DECIDE TO CANCEL YOUR CONTRACT, COMPLETE THE ENCLOSED FORM AND RETURN IT
ALONG WITH YOUR CONTRACT. THE POSTMARK OF THE RETURNED CONTRACT MUST BE ON OR
BEFORE THE DEADLINE DESCRIBED ABOVE.

                                      II-15

<PAGE>

                                                           Exhibit A (11) Cont.

                                  INSTRUCTIONS
                              Please read carefully



If, after  reading the enclosed  notice,  you decide to return your contract for
cancellation, you must:

     1. Sign and date the bottom portion of this form.

     2. Mail this notice together with your contract to:

                         Pruco Life Insurance Company
                         Pruco Life Service Office
                         P.O. Box 2925
                         Phoenix, AZ 85062

     3.   Make  certain  that the  postmark on the  envelope is on or before the
          latest date  permitted for  cancellation  as described in the enclosed
          notice.

     4.   Check the box at the bottom if you have not yet received your contract
          when mailing this form.

                         To be Filled Out by Owner

To: Pruco Life

Pursuant to the terms of the notice  previously  furnished  me by Pruco Life,  I
hereby return the contract  numbered below for cancellation and request a refund
of all premiums  paid by me. I release  Pruco Life from any claims in connection
with the sale or issuance of this contract,  and  acknowledge  that Pruco Life's
only liability is the refund of the premiums paid for the contract. [Where state
law  permits,  this  paragraph  will read:  "Pursuant to the terms of the notice
previously  furnished  me by Pruco Life, I hereby  return the contract  numbered
below for  cancellation and request a refund of all premiums paid by me, plus or
minus any  change due to  investment  performance  in the value of the  invested
portions of such  premiums.  I release  Pruco Life from any claims in connection
with the sale or issuance of this contract,  and  acknowledge  that Pruco Life's
only  liability is the refund of the  premiums  paid for the  contract,  plus or
minus any  change due to  investment  performance  in the value of the  invested
portions of such premiums."]


- ----------------------------            ----------------------------------------
Date                                    Signature of Contract Owner

                                        ----------------------------------------
                                        Contract Number

                                        ----------------------------------------
                                        Name of Insured
                                        (if other than Owner)

- ------I have not yet received the contract  and,  should it be received,  I will
      return it to Pruco Life.

                                      II-16





                                 Exhibit A(12)



                                     II-23

<PAGE>


                                                                   Exhibit A(12)
                                                                   -------------

                 Description of Pruco Life's Issuance, Transfer
                          and Redemption Procedures for
                     Discovery Life Plus Insurance Contracts
                       Pursuant to Rule 6e-3(T)(b)(12)(ii)

                                       and

                       Method of Computing Adjustments in
                          Payments and Cash Values Upon
                            Transfer of Entire amount
                      from Subaccounts to Fixed-Rate Option
                      Pursuant to Rule 6e-3(T)(b)(13)(v)(B)
                    ----------------------------------------

     This document sees forth the administrative procedures that will be
followed by Pruco Life Insurance Company ("Pruco Life") in connection with the
issuance of its Discovery Life Plus Insurance Contract ("Contract"), the
transfer of assets held thereunder, and the redemption by Contract Owners of
their interests in said Contracts. The document also explains the method that
Pruco Life will follow in making a cash adjustment when the entire amount in the
subaccounts is transferred to a fixed-rate option pursuant to Rule
6e-3(T)(b)(13)(v)(B).

     I.   Procedures Relating to Issuance and Purchase of the
          Contracts

          A.   Premium Schedules, Face Amounts of Insurance and Underwriting
               Standards

     Face amounts of insurance for the Contract will not be the same for all
Owners, given the same initial premium. Insurance is based on the principle of
pooling and distribution of mortality risks, which assumes that each Owner pays
a premium and has a face amount of insurance commensurate with

                                     II-24

<PAGE>




                                      - 2 -

the insured's mortality risk as actuarially determined utilizing factors such as
age, sex, health and occupation. A uniform face amount for all insureds, given
the same initial premium, would discriminate unfairly in favor of those insureds
representing greater risks. However, for a given premium, Contracts issued on
insureds of the same age and sex (with the same initial interest guarantee for
the fixed-rate option) who are determined to be insurable will have the same
face amount of insurance.

     The underwriting standards and premium processing practices followed by
Pruco Life are similar to those followed in connection with the offer and sale
of fixed-benefit life insurance, modified where necessary to meet the
requirements of the federal securities laws. Pruco Life will have only one
premium class -- "standard". Proposed insureds will either be found to be an
acceptable "standard" risk or will be found to be unacceptable, in which case
the risk will be declined.

          B.   Application ant Initial Premium Processing

     Upon receipt of a completed application form from a prospective Owner,
Pruco Life will follow certain insurance underwriting (i.e., evaluation of risk)
procedures designed to determine whether the proposed insured is insurable. In
the majority of cases this will involve both evaluation of the answers to the
questions on the application and a medical examination. In other cases, the
process may involved other verification procedures, and may require that further
information be provided by the proposed insured before a determination can be
made. A Contract cannot be issued, i.e., physically

                                     II-25

<PAGE>

                                     - 3 -

issued through Pruco Life's computerized issue system, until this underwriting
procedure has been completed.

     These processing procedures are designed to provide immediate benefits to
every prospective Owner who pays the initial premium at the time the application
is submitted, without diluting any benefit payable to any existing Owner.
Although a Contract cannot be issued until after the underwriting process has
been completed, such a proposed insured will receive immediate insurance
coverage for the face amount of the Contract, if he or she proves to be
insurable and the Owner has paid the initial premium.

     The Contract Date marks the date on which benefits begin to vary in
accordance with the investment performance of the selected subaccounts of the
Pruco Life Single Premium Variable Life Account ("Account"). It is also the date
as of which the insurance age of the proposed insured is determined. It
represents the first day of the Contract year and therefore determines the
Contract anniversary and also the Monthly Dates. It also represents the
commencement of the suicide and contestable periods for purposes of the
Contract.

     If the proposed insured proves to be insurable, the Contract Date will be
the date on which the application and initial premium are received by Pruco Life
at its Service Office.

          C.   Premium Processing

     The owner will, in certain circumstances, have the option of paying
additional premiums, thereby increasing Contract values beyond what they would
be if only the initial premium were paid. Additional premiums will be

                                     II-26

<PAGE>

                                     - 4 -

permitted if the qualification of the contract as "life insurance", for purposes
of the Internal Revenue Code, is not thereby jeopardized and if the payment does
not result in an immediate increase in the death benefit payable under the
Contract. Premiums are also permitted to cure defaults and to reinstate the
Contract after it has lapsed. Whenever a premium after the first is received,
unless the Contract is in default past its days of grace, Pruco Life will
subtract the applicable state and/or local premium tax. What is left will be
invested in the Account on the date received (or, if that is not a business day,
on the next business day). There is an exception if the Contract is in default
within its days of grace. Then, to the extent necessary to end the default,
premiums will be credited as of the date of the default or the Monthly Date
after default, and premiums greater than this amount will be credited when
received.

          D.   Reinstatement

     The Contract may be reinstated within three years after default (this
period will be longer if required by state law) unless the Contract has been
surrendered for its cash surrender value. A Contract will be reinstated upon
receipt by Pruco Life of a written application for reinstatement, production of
evidence of insurability satisfactory to Pruco Life and payment of at least the
amount that, after deduction of any state and/or local premium taxes, leaves the
balance equal to the sum of: (a) the mortality charges not previously made for
the grace period, and (b) the mortality charges for the first two Monthly Dates
on or after the date of reinstatement.

                                     II-27

<PAGE>


                                       -5-

     Pruco Life will treat the amount paid upon reinstatement as a premium. It
will deduct the applicable state and/or local premium tax. The contract fund of
the reinstated Contract will, immediately upon reinstatement, be equal to this
net premium payment, minus the mortality charges not previously made for the
grace period, plus the contract debt, plus an amount equal to the contingent
deferred sales charge that would be charged were the Contract surrendered
immediately after reinstatement. The face amount will be the same as it was at
the end of the grace period. The contract debt will be equal to the contract
debt at the end of the grace period. The original Contract Date still controls
for purposes of calculating any subsequent contingent deferred sales charges.

     The reinstatement will take effect as of the date the required proof of
insurability and payment of the reinstatement amount have been received by Pruco
Life at its Service Office.

          E.   Repayment of Loan
               -----------------

     A loan made under the Contract may be repaid with an amount equal to the
monies borrowed plus interest which accrues daily at a fixed annual rate of
6%.

     When a loan is made, the amount of any loan continues to be a part of the
contract fund. However, the amount equal to the amount of the loan is not part
of the Account. Instead, interest will be credited as follows:

               1. The part of the loan equal to the first amount borrowed in
          each contract year up to the excess of the target loan amount over any
          existing loan will be credited with interest at an annual rate of
          5-1/2%. Target loan amount means an amount equal to 10% of the initial
          premium for each completed contract year.

                                     II-28

<PAGE>

                                      - 6 -

               2. The part of the loan not eligible for the 5-1/2% crediting
          rate will be credited with interest at an annual rate of 4%.

               3. On each contract anniversary, Pruco Life will transfer the
          part of the loan (up to the target loan amount) not previously
          eligible for the 5-1/2% crediting rate to the amount eligible for that
          rate. 

     Upon repayment of Contract debt, the payment will be added to the Account
and allocated among the subaccounts in proportion to the amounts in each
subaccount attributable to the Contract as of the date of repayment.

     II.  Transfer Among Subaccounts

     The Account will have nine subaccounts, each of which is invested in shares
of a corresponding portfolio of the Pruco Life Series Fund, Inc. ("Fund"), which
is registered under the 1940 Act as an open-end diversified management
investment company. The Owner may, up to four times in each contract year,
transfer amounts from one subaccount to another or to the fixed-rate option. All
or a portion of the amount credited to a subaccount may be transferred, but if
only a portion is transferred out of a subaccount, the transfer may not result
in less than $300 being held on the day of transfer in either the subaccount
from which the transfer is made or the subaccount to which the transfer is made.

     Transfers will take effect on the day a proper written request is received
at a Pruco Life Service Office. The request may be in terms of dollars, such as
a request to transfer $10,000 from one subaccount to another,

                                     II-29

<PAGE>

                                     - 7 -

or may be in terms of a percentage reallocation among subaccounts. In the later
case, as with premium reallocations, the percentages must be in whole numbers.

     Transfers from the fixed-rate option to the subaccounts are permitted once
each contract year and only during the one-month period beginning on the
contract anniversary. The maximum amount which may 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) $2500. Requests received prior to the contract
anniversary will be effected on the contract anniversary. Requests received
within the one-month period beginning on the contract anniversary will be
effected as of the end of the business day on which the request is received.

     III. "Redemption" Procedures: Surrender and Related Transactions

          A.   Surrender for Cash Value

     If the insured party under a Contract is alive, Pruco Life will pay, within
seven days, the Contract's net cash value as of the date of receipt at its
Service Office of the Contract and a signed request for surrender. The
Contract's net cash value (i.e., its cash surrender value) is computed as
follows:

               1. If the Contract is not in default: The net cash value or cash
          surrender value at any time in the first six contract years is the
          contract fund, minus a surrender charge, minus contract debt. The net
          cash

                                     II-30

<PAGE>

                                     - 8 -

          value on surrender at the end of the 6th contract year or later is the
          contract fund minus contract debt.

               The amount of the surrender charge depends upon the contract year
          in which the Contract is surrendered. If the Contract is surrendered
          in the first year, the surrender charge will be 9% of the contract
          fund. For each year after the first that the Contract is in effect,
          the surrender charge as a percent of the contract fund is reduced by
          1% until it reaches 4% in the 6th contract year. No surrender charge
          is imposed on surrenders after the 6th contract year. Also, in no
          event will the surrender charge ever exceed 9% of the initial premium.

               2. If the Contract is in default during its days of grace, the
          net cash value on surrender will be equal to zero.

               3. If the Contract is in default beyond its days of grace, the
          net cash value on surrender will be equal to zero. 

               In lieu of the payment of the net cash value in a single sum upon
          surrender of a Contract, an election may be made by the Owner to apply
          all or a portion of the proceeds under one of the fixed benefit
          settlement options described in the Contract or, with the approval of
          Pruco Life, a combination of options. An option is available only if
          the proceeds to be applied are

                                     II-31

<PAGE>

                                     - 9 -


$l,OOO or more or would result in periodic payments of at least $20.00. The
fixed benefit settlement options are subject to the restrictions and limitations
set forth in the Contract. 

B. Death Claims

     Pruco Life will pay a death benefit to the beneficiary within seven days
after receipt at its Service Office of due proof of death of the insured, and
all other requirements necessary to make payment.1/ The following describes the
death benefit if the Contract is not in default past its days of grace. The
death benefit is the greater of: (a) the face amount, and (b) the contract fund
times the attained age factor that applies. Attachment 1 to this exhibit shows
the attained age factors. The death benefit will be adjusted for any contract
debt.

     The proceeds payable on death also will include interest (at a rate
determined by Pruco Life from time to time) from the date that the death benefit
is computed (the date of death) until the date of payment.

     Pruco Life will make payment of the death benefit out of its general
account, and will transfer assets from the Account to the general account in an
amount equal to the portion of the contract fund in the Account.



- ---------------
1/ State insurance law impose various requirements, such as receipt of a tax
waiver, before payment of the death benefit may be made. In addition, payment of
the death benefit is subject to the provisions of the Contract regarding suicide
ant incontestability. In the event Pruco Life should contest the validity of a
death claim, an amount equal to the portion of the Contract's contract fund held
in the Account will be withdrawn from the Account and held in Pruco Life's
general account.

                                     II-32

<PAGE>

                                     - 10 -

     In lieu of payment of the death benefit in a single sum, an election may be
made to apply all or a portion of the proceeds under one of the fixes benefit
settlement options described in the Contract or, with the approval of Pruco
Life, a combination of options. The election may be mate by the Owner during the
insures's lifetime, or, if no election is in effect at death, by the
beneficiary. An option in effect at death may not be changes to another form of
benefit after death. An option is available only if the proceeds to be applied
are $1,000 or more or would result in periodic payments of at least $20.00. The
fixed benefit settlement options are subject to the restrictions and limitations
set forth in the Contract.

          C.   Default and Options on Lapse

     The Contract is in default on any Monthly Date on which the net cash value
equals zero. Monthly Dates occur on the Contract Date and in each later month on
the same day in the month as the Contract Date. The Contract provides for a
61-day grace period, commencing with the mailing date of the notice of default,
in which to remedy the default. The insurance coverage continues in force during
the grace period, but if the insured ties during the grace period, any charges
due during the grace period are deducted from the amount payable to the
beneficiary.

     If the amount needed to bring the Contract out of default is not paid by
the end of the grace period, the Contract will end and have no value.

          D.   Loans

     The Contract provides that an Owner, if the Contract is in force, may take
out a loan at any time a loan value is available. The owner may

                                     II-33

<PAGE>

                                     - 11 -

borrow money on completion of a form satisfactory to Pruco Life. The Contract is
the only security for the loan. Disbursement of the amount of the loan will be
made within seven days of receipt of the form at Pruco Life's Service Office.
The Account will be debited in the amount of the loan on the day the for is
received. The percentage of the loan withdrawn from each subaccount of the
Account will be equal to the percentage of the value of the assets relating to
the Contract held in such subaccounts to the value of such assets held in the
Account. An Owner may borrow up to the Contract's loan value. During the first
contract year, the loan value is zero. After the first contract year, the loan
value is 90% of the cash value. The loan provisions have previously been
described. See pp. 5-6.

     A loan does not affect the amount of any additional premiums which may be
paid. When a loan is made, the contract fund is not reduced but the value of the
assets relating to the Contract held in the Account is reduced. Accordingly, the
daily changes in the net cash value will be different from what they would have
been had no loan been taken. Cash values are thus permanently affected by any
Contract debt, whether or not repaid.

     On settlement the amount of any Contract debt is subtracted from the
insurance proceeds.

     If Contract debt ever becomes equal to or more than what the net cash value
would be if there were no Contract debt, all the Contract's benefits will end 61
days after notice is mailed to the Owner and any known assignee, unless
repayment of an amount sufficient to end the default is made within that period.

                                     II-34

<PAGE>



          E.   When Proceeds are Paid

     In general, Pruco Life will pay any death benefit, cash surrender value, or
loan proceeds within seven days after receipt at a Pruco Life Service 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 date of receipt. However, Pruco Life may delay payment of the cash surrender
value that is in the subaccounts and any portion of the death benefit due under
the Contract in excess of the face amount if (1) the disposal or valuation of
the Account's assets is not reasonably practicable because the New York Stock
Exchange is closed, trading is restricted by the SEC, or the SEC declares that
an emergency exists; or (2) the SEC by order permits postponement of payment to
protect Pruco Life's contract owners. In those states which require such a
provision in the Contract, Pruco Life has the right to postpone paying the
amount of any cash surrender value allocable co the fixed-rate option for up to
six months. If payment is delayed for more than 30 days, Pruco Life will pay
interest at the rate of at least 3% a year.

     IV.  Cash Adjustment Pursuant to 
          Rule 6e-3(T)(b)(13)(v)(B)

     At any time during the first 24 months after a Contract is issued, so long
as the Contract is not in default, the Owner may transfer the entire amount in
the subaccounts to the fixed-rate option. This is funded by Pruco Life's general
account, with guaranteed minimum values. No evidence of insurability will be
required to make such a transfer. The policy's contract

                                     II-35

<PAGE>

                                     - 13 -

fund and death benefit will be the same as before the transfer. The policy will
retain the same issue date and risk classification for the insured. It is not
necessary that any outstanding Contract debt be repaid.

     At the time of the exchange, Pruco Life will transfer the portion of the
original Contract's contract fund held in the Account to the general account.

                                     II-36




               SETTLEMENT OPTIONS TO PROVIDE ACCELERATION OF DEATH BENEFITS

               Subject  to all the  provisions  of this rider and of the rest of
               the contract, we will make available the payments described below
               if the Insured becomes  terminally ill, has an organ  transplant,
               or is receiving care in a nursing home.

 Definition    Convertible  Proceeds.--The  proceeds payable under this contract
               at the death of the Insured,  after  adjustment  for any contract
               debt,  excluding any term  insurance  arising from  supplementary
               benefits  (except  level  term  insurance  riders  still  in  the
               conversion period and for which we charge a premium).

               Benefit  Base.--The  value we will use to  determine  the monthly
               benefit payable under the terminal  illness option or the nursing
               home  option.  It  will  be  computed  based  on  the  amount  of
               convertible  proceeds  you elect to place  under the option and a
               reduced life  expectancy,  calculated by us, that  recognizes the
               Insured's  eligibility  for the benefit.  We will also  consider,
               when applicable:

               1.   expected future premiums;

               2.   future  dividends  according  to the scale in effect when we
                    make the computation;

               3.   continuation  of any reduction in  contractually  guaranteed
                    charges;

               4.   continuation  of the  current  rate of any  excess  interest
                    credited on contract values; and

               5.   an expense charge of up to $150.

               The benefit  base will be at least as great as the net cash value
               of the contract  multiplied by the percentage of the  convertible
               proceeds placed under the terminal  illness option or the nursing
               home option, whichever is elected.

               Eligible  Organ  Transplant   Center.--A   facility  licensed  or
               approved as an organ  transplant  center by the state in which it
               is located.

               Eligible Nursing Home.--An institution or special nursing unit of
               a   hospital   which   meets  at  least  one  of  the   following
               requirements:

               1)   it is Medicare  approved  as a provider  of skilled  nursing
                    care services; or

               2)   it  is  licensed  as  a  skilled   nursing  home  or  as  an
                    intermediate  care  facility  by the  state  in  which it is
                    located; or

               3)   it meets all the requirements listed below:

                    a.   it is licensed as a nursing  home by the state in which
                         it is located;

                    b.   its main function is to provide skilled,  intermediate,
                         or custodial nursing care;

                    c.   it is engaged in  providing  continuous  room and board
                         accommodations to 3 or more persons;

                    d.   it is under the supervision of a registered  nurse (RN)
                         or licensed practical nurse (LPN);

                    e.   it maintains a daily  medical  record of each  patient;
                         and

                    f.   it  maintains  control and records for all  medications
                         dispensed.

               Institutions which primarily provide  residential  facilities are
               not eligible nursing homes.

Terminal       If  we   receive   evidence   satisfactory   to   us,   including
Illness        certification  by a licensed  physician,  that the Insured's life
Option         expectancy  is 6 months  or less,  you may elect  this  option to
               provide equal monthly  payments for 6 months.  For each $1,000 of
               benefit  base,  each  payment  will be at  least  $168.37,  which
               assumes an annual interest rate of 5%.

               If the Insured  dies before all the payments  have been made,  we
               will  pay the  beneficiary  in one sum the  present  value of the
               remaining  payments,  calculated  at the interest rate we used to
               determine those payments.

                                      II-7

<PAGE>

               If you do not wish to receive monthly payments,  you may elect to
               receive a single sum of equivalent value.

Organ          You may elect  this  option if the  Insured  has a heart,  liver,
Transplant     heart-lung,  or bone marrow  transplant  prescribed by a licensed
Option         physician as necessary due to illness,  injury, or infirmity. You
               may choose the  amount you wish to  receive,  up to the lesser of
               the cost of the transplant and 75% of the  convertible  proceeds,
               but no more than  $250,000.  This amount will be paid to you in a
               single  sum  unless  you ask to be paid in  instalments.  In that
               case, we will pay the equivalent amount in 6 monthly payments.

               The transplant must be performed after the contract date in an
               eligible organ transplant center. We must have your request for
               payment at our Home Office no later than 90 days after the
               transplant has been performed.

Nursing Home   If (1) the Insured is receiving care in an eligible  nursing home
Option         and has received  such care  continuously  for the  preceding six
               months, and (2) we receive evidence satisfactory to us, including
               certification  by a  licensed  physician,  that  the  Insured  is
               expected to remain in the nursing home until death, you may elect
               level monthly payments for the number of years shown in the table
               that follows.  For each $1,000 of benefit base, each payment will
               be at least the minimum amount shown in that table, which assumes
               an annual interest rate of 5%.

               ATTAINED AGE       PAYMENT PERIOD     MINIMUM MONTHLY PAYMENT FOR
               OF INSURED           IN YEARS         EACH $1,000 OF BENEFIT BASE
               64 and under            10                    $ 10.50
               65 - 67                  8                      12.56
               68 - 70                  7                      14.02
               71 - 73                  6                      15.99
               74 - 77                  5                      18.74
               78 - 81                  4                      22.89
               82 - 86                  3                      29.80
               87 and over              2                      43.64

               If the Insured  dies before all the payments  have been made,  we
               will  pay the  beneficiary  in one sum the  present  value of the
               remaining  payments,  calculated  at the interest rate we used to
               determine those payments.

               If we agree,  you may  elect a longer  payment  period  than that
               shown in the table;  if you do, monthly  payments will be reduced
               so that the present value of the monthly  payments for the longer
               payment  period is equal to the present value of the payments for
               the period shown in the table,  calculated at an interest rate of
               at least 5%.

               We reserve  the right to set a maximum  monthly  benefit  that we
               will pay under this  option.  If we set a maximum,  it will be at
               least $5,000; we will advise you of the amount before the payment
               period begins.

               If you do not wish to receive monthly payments,  you may elect to
               receive a single sum of equivalent value.

Effect on      The convertible proceeds will be reduced by any amount used under
Contract       one of these options.

               If you use only a portion of your convertible  proceeds under one
               of these  options,  the contract will remain in force and reduced
               premiums  will  be  payable.   For  insurance   included  in  the
               convertible  proceeds,   premiums,  values,  and  the  amount  of
               insurance will be reduced in the same proportion as the reduction
               in   convertible   proceeds.   Insurance   not  included  in  the
               convertible proceeds will be unaffected.

               If you we only a portion of your  convertible  proceeds under the
               terminal illness option or the nursing home option, the remaining
               convertible proceeds must be at least $25,000.

                                      II-8

<PAGE>

               If you use all of your convertible proceeds under the terminal
               illness option or the nursing home option, all other benefits
               under the contract based on the Insured's life will end. Any
               insurance under the contract on the life of someone other than
               the Insured will remain in effect and we will waive all future
               premiums for this insurance.

Conditions     Your right to receive payment under any of these options is
               subject to the following conditions:

               1.   The  contract  must  be in  force  other  than  as  extended
                    insurance.

               2.   You must  elect the  option in  writing in a form that meets
                    our needs.

               3.   The contract  must not be assigned  except to us as security
                    for a loan.

               4.   We  reserve  the  right  to set a  minimum  of no more  than
                    $50,000 on the amount of convertible  proceeds you may place
                    under an option.

               5.   You must send us the contract.

               6.   The primary purpose of life insurance is to meet your estate
                    planning  needs.  This benefit  provides for the accelerated
                    payment of life  insurance  proceeds  and is not intended to
                    cause  you  to  involuntarily   invade  proceeds  ultimately
                    payable  to the named  beneficiary.  Therefore,  accelerated
                    death benefit  proceeds  will be made  available to you on a
                    voluntary basis only. Accordingly:

                    (a)  If you are  required by law to exercise  this option to
                         satisfy the claims of creditors,  whether in bankruptcy
                         or otherwise, you are not eligible for this benefit.

                    (b)  If you are required by a government  agency to exercise
                         this option in order to apply for, obtain,  or retain a
                         government benefit or entitlement, you are not eligible
                         for this benefit.

Right to       If you ask us in writing and send us the contract, we will cancel
Cancel         this rider.

               Rider  attached  to and  made  a part  of  this  contract   
               on the Contract Date

               Pruco Life Insurance Company,

               By /s/  DOROTHY K. LIGHT

                              Secretary

                                      II-9




          SETTLEMENT OPTIONS TO PROVIDE ACCELERATION OF DEATH BENEFITS

Subject to all the provisions of this rider and of the rest of the contract,  we
will make the payments  described  below if the Insured is terminally  ill or is
confined to a nursing home.

This rider is non-participating. Any dividend we pay under this contract will be
the same as the one we pay under a  contract  that is like this one in all other
respects but that does not have this rider.

Definitions

Convertible  Proceeds.  -- The proceeds we would pay under this  contract at the
death of the Insured,  less any contract debt and any term  insurance that comes
from  supplementary  benefits  (except level term insurance  riders still in the
conversion period and for which we charge a premium).

Benefit Base. -- The value we will use to determine the monthly  benefit we will
pay under the terminal  illness  option or the nursing  home option.  It will be
computed  based on: (1) the amount of  convertible  proceeds you place under the
option;  and (2) a reduced life expectancy.  When we compute the life expectancy
and  the  benefit  base,  we will  use  our  assumptions.  We may  change  those
assumptions  from  time to time.  We will  consider,  among  other  things,  the
Insured's  age and sex and which of the  options is being  applied  for. We will
also consider, if they apply:

1.   expected future premiums;

2.   future dividends at the scale in effect when we make the computation;

3.   continuation of any reduction in guaranteed charges;

4.   continuation  of the  current  rate  of any  excess  interest  credited  on
     contract values; and

5.   a processing charge of up to $150.

The  benefit  base for an option will be at least as great as the net cash value
of the contract multiplied by the percentage of the convertible  proceeds placed
under that option.

Eligible  Nursing Home. -- An institution or special  nursing unit of a hospital
which meets at least one of the following requirements:

1)   it is Medicare approved as a provider of skilled nursing care services; or

2)   it is  licensed  as a  skilled  nursing  home  or as an  intermediate  care
     facility by the state in which it is located; or

3)   it meets all the requirements listed below:

     a.   it is licensed as a nursing home by the state in which it is located;

     b.   its main function is to provide  skilled,  intermediate,  or custodial
          nursing care;

     c.   it is engaged in providing continuous room and board accommodations to
          3 or more persons;

     d.   it is under the  supervision  of a  registered  nurse (RN) or licensed
          practical nurse (LPN);

     e.   it maintains a daily medical record of each patient; and

     f.   it maintains control and records for all medications dispensed.

Institutions  which primarily  provide  residential  facilities are not eligible
nursing homes.

Terminal Illness Option

     To choose this option you must give us evidence that  satisfies us that the
     Insured's life  expectancy is 6 months or less;  part of that evidence must
     be a  certification  by a licensed  physician.  This option  provides equal
     monthly  payments  for 6 months.  For each  $1,000 of  benefit  base,  each
     payment will be at least $168.37;  this assumes an annual  interest rate of
     5%.

                                    II - 10
<PAGE>

If the  Insured  dies  before  all  payments  have  been  made,  we will pay the
beneficiary  in one  sum.  The one sum we pay will be the  present  value of the
payments  that remain;  we will compute the value based on the interest  rate we
used to determine those payments.

If you do not want  monthly  payments,  we will pay you the benefit  base in one
sum if you ask us to.

Nursing Home Option

You may choose  this  option if: (1) the  Insured  is  confined  to an  eligible
nursing home and has been  confined  there for all of the  preceding six months;
and (2) you give us evidence  that  satisfies us that the Insured is expected to
stay  in the  nursing  home  until  death.  Part  of  that  evidence  must  be a
certification  by a licensed  physician.  This  option  provides  level  monthly
payments  for the  number of years  shown in the table  that  follows.  For each
$1,000 of benefit base,  each payment will be at least the minimum  amount shown
in the table.  The table uses an annual interest rate of 5%; we may use a higher
rate.

ATTAINED AGE OF INSURED       PAYMENT PERIOD      MINIMUM MONTHLY PAYMENT FOR
                              IN YEARS            EACH $1,000 OF BENEFIT BASE  

64 and under                  10                  $10.50
65-67                         8                    12.56
68-70                         7                    14.02
71-73                         6                    15.99
74-77                         5                    18.74
78-81                         4                    22.89
82-86                         3                    29.80
87 and over                   2                    43.64

If the Insured  dies  before all the  payments  have been made,  we will pay the
beneficiary  in one  sum.  The one sum we pay will be the  present  value of the
payments  that remain;  we will compute the value based on the interest  rate we
used to determine those payments.

If we agree,  you may  choose a longer  payment  period  than that  shown in the
table; if you do, monthly payments will be reduced so that the present value of
the payments is the same. We will use an interest rate of at least 5%.

We reserve the right to set a maximum monthly benefit that we will pay under
this option.  If we do so, it will be at least $5,000.

If you do not want monthly payments, we will pay you the benefit base in one sum
if you ask us to.

Effect on Contract

The  convertible  proceeds will be reduced by any amount  converted under one of
these options.

If you convert only a part of your convertible proceeds,  the contract will stay
in force and premiums will be reduced. For insurance included in the convertible
proceeds,  values  and the amount of the  insurance  will be reduced in the same
proportion as the reduction in  convertible  proceeds.  The new premiums will be
the ones that would apply if the contract had been issued at the reduced amount.
Insurance not included in the convertible proceeds will not be affected.

If you  convert  only a part  of  your  convertible  proceeds,  the  convertible
proceeds that remain must be at least $25,000.

If you convert all of your  convertible  proceeds,  all other benefits under the
contract based on the Insured's life will end. Any insurance  under the contract
on the life of someone other than the Insured will stay in effect; we will waive
all future premiums for that insurance.

                                     II - 11
<PAGE>


Conditions

Your  right to be paid under one of these  options  is subject to the  following
conditions:

1.   The contract must be in force other than as extended insurance.

2.   You must choose the option in writing in a form that meets our needs.

3.   The contract must not be assigned except to us as security for a loan.

4.   We reserve the right to set a minimum of no more than $50,000 on the amount
     of convertible proceeds you may place under an option.

5.   You must send us the contract.

6.   The main purpose of life insurance is to meet your estate  planning  needs.
     This  benefit  provides  for the  accelerated  payment  of  life  insurance
     proceeds.  It is not meant to cause you to  involuntarily  invade  proceeds
     ultimately  payable to the named  beneficiary.  Accelerated  death benefits
     will be made available to you on a voluntary basis only. Therefore:

     (a)  If you are  required  by law to use this  option to meet the claims of
          creditors,  whether in bankruptcy  or otherwise,  you are not eligible
          for this benefit.

     (b)  If you are required by a government agency to use this option in order
          to apply for, obtain, or keep a government benefit or entitlement, you
          are not eligible for this benefit.

Right to Cancel

If you ask us in writing and send us the contract, we will cancel this rider.

Rider attached to and made a part of this contract on the Contract Date


Pruco Life Insurance Company, 


By   [ILLEGIBLE]
      SPECIMEN

      Secretary

                                    II - 12



                                    CLIFFORD I. KIRSCH
                                    Chief Legal Officer


                                    PRUCO LIFE INSURANCE COMPANY
 [LOGO]                             213 Washington Street, Newark, NJ 07102-2992
                                    201 802-7333 Fax: 201 802-8357


                                                                  April 29, 1999


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

Gentlemen:

In my capacity as Chief Legal Officer 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 New Jersey
          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, Esq.


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[LOGO]


                                       IKWAHN OH, FSA, MAAA
                                       Vice President & Actuary


                                       Pruco Life Insurance Company
                                       71 Hanover Road
                                       Florham Park, NJ 07932-1597
                                       Tel (973) 966-3243


                                       EXHIBIT 6

                                       April 29, 1999


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


To Pruco Life Insurance Company:

This opinion is furnished in connection with the registration by Pruco Life
Insurance Company of single premium variable life insurance contracts
("Contracts") under the Securities Act of 1933. The prospectus included in
Post-Effective Amendment No. 23 to Registration Statement No. 2-99260 on form
S-6 describes the Contract. 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 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,

Ikwahn OH, FSA, MAAA
Vice President & Actuary
Pruco Life Insurance Company


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