PRUCO LIFE INSURANCE CO VARIABLE APPRECIABLE ACCOUNT, S-6EL24, 1996-07-02

PRUCO LIFE INSURANCE CO VARIABLE APPRECIABLE ACCOUNT
S-6EL24, 1996-07-02

Previous: PHYSICIANS LASER SERVICES INC /FL, S-8, 1996-07-02

Next: MAHASKA INVESTMENT CO, 10-Q/A, 1996-07-02

AS FILED WITH THE SEC ON ______________. REGISTRATION NO.

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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

FORM S-6

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

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

PRUCO LIFE VARIABLE APPRECIABLE ACCOUNT
(Exact Name of Trust)

PRUCO LIFE INSURANCE COMPANY
(Name of Depositor)

PRUDENTIAL PLAZA
NEWARK, NEW JERSEY 07102-3777
(800) 445-4571
(Address and telephone number of principal executive offices)

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

THOMAS C. CASTANO
ASSISTANT SECRETARY
PRUCO LIFE INSURANCE COMPANY
213 WASHINGTON STREET
NEWARK, NEW JERSEY 07102-2992
(Name and address of agent for service)

Copy to:
JEFFREY C. MARTIN
SHEA & GARDNER
1800 MASSACHUSETTS AVENUE, N.W.
WASHINGTON, D.C. 20036

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

Variable Universal Life Insurance Contracts--Pursuant to Rule 24f-2 under the
Investment Company Act of 1940, the Registrant elects to register an indefinite
amount of securities. The filing fee is $500. (Title and amount of securities
being registered; proposed maximum aggregate offering price; amount of filing
fee).

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

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

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

Registrant elects to be governed by Rules 6e-3(T)(b)(13)(i)(A) under the
Investment Company Act of 1940 with respect to the Contract described in this
Registration Statement.

<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. The Pruco Life Variable Appreciable Account

6. The Pruco Life Variable Appreciable Account

7. Not Applicable

8. Not Applicable

9. Litigation

10. Brief Description of the Contract; Short-Term
Cancellation Right, or "Free Look"; Type of Death
Benefit; Changing the Type of Death Benefit; Premiums;
Contract Date; Allocation of Premiums; Transfers; Dollar
Cost Averaging, Auto-Rebalancing; Charges and
Expenses; How a Contract's Cash Surrender Value Will
Vary; How a Type A (Fixed) Contract's Death Benefit
Will Vary; How a Type B (Variable) Contract's Death
Benefit Will Vary; Surrender of a Contract; Withdrawals;
Increases in Basic Insurance Amount Decreases in Basic
Insurance Amount; Lapse and Reinstatement; When
Proceeds are Paid; Riders; Other General Contract
Provisions; Voting Rights; Substitution of Series Fund
Shares

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

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

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

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

15. Brief Description of the Contract; Allocation of
Premiums; Transfers; Dollar Cost Averaging, Auto-
Rebalancing; The Fixed-Rate Option

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

17. When Proceeds are Paid

18. The Pruco Life Variable Appreciable Account

19. Reports to Contract Owners

20. Not Applicable

21. Contract Loans

<PAGE>

N-8B-2
ITEM NUMBER LOCATION
----------- --------
22. Not Applicable

23. Not Applicable

24. Other General Contract Provisions

25. Pruco Life Insurance Company

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

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

28. Pruco Life Insurance Company; Directors and Officers

29. Pruco Life Insurance Company

30. Not Applicable

31. Not Applicable

32. Not Applicable

33. Not Applicable

34. Not Applicable

35. Pruco Life Insurance Company

36. Not Applicable

37. Not Applicable

38. Sale of the Contract and Sales Commissions

39. Sale of the Contract and Sales Commissions

40. Not Applicable

41. Sale of the Contract and Sales Commissions

42. Not Applicable

43. Not Applicable

44. Brief Description of the Contract; The Prudential Series
Fund, Inc.; How a Contract's Cash Surrender Value Will
Vary; How a Type A (Fixed) Contract's Death Benefit
Will Vary; How a Type B (Variable) Contract's Death
Benefit Will Vary

45. Not Applicable

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

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

48. Not Applicable

49. Not Applicable

50. Not Applicable

51. Not Applicable

52. Substitution of Series Fund Shares

53. Tax Treatment of Contract Benefits

54. Not Applicable

55. Not Applicable

<PAGE>

N-8B-2
ITEM NUMBER LOCATION
----------- --------
56. Not Applicable

57. Not Applicable

58. Not Applicable

59. Financial Statements; Financial Statements of the Pruco
Life Variable Appreciable Account; Consolidated
Financial Statements of Pruco Life Insurance Company
and Subsidiaries

<PAGE>

PART I

INFORMATION REQUIRED IN PROSPECTUS
<PAGE>
PROSPECTUS

_____________, 1996

PRUCO LIFE VARIABLE APPRECIABLE ACCOUNT

VARIABLE UNIVERSAL LIFE

This prospectus describes a flexible premium variable universal life insurance
contract (the "Contract") offered by Pruco Life Insurance Company ("Pruco
Life"). The Contract provides life insurance coverage with flexible premium
payments and a variety of investment options. Subject to an initial premium, you
can pay premium amounts as desired, so long as sufficient money is in the
Contract Fund to cover all charges. If there is insufficient money in the
Contract Fund, the Contract may lapse without value.

There are two types of death benefit available. One type generally remains fixed
in the amount initially selected, the other will vary daily with the investment
performance of the investment options you select. For each type, there are two
death benefit guarantees, each of which can be secured by a certain level of
premium payments.

A portion of the Contract's premiums and the earnings on those premiums will be
held in one or more of the following ways. They can be invested in one or more
of 10 available subaccounts of the Pruco Life Variable Appreciable Account:

O MONEY MARKET O HIGH YIELD BOND O EQUITY
O DIVERSIFIED BOND O STOCK INDEX O PRUDENTIAL JENNISON
O CONSERVATIVE BALANCED O EQUITY INCOME O GLOBAL
O FLEXIBLE MANAGED

each of which invests in a corresponding portfolio of The Prudential Series
Fund, Inc. (the "Series Fund") or they can be allocated to a FIXED-RATE OPTION.
Additional investment options may be added in the future. The attached
prospectus for the Series Fund, and the Series Fund's statement of additional
information describe the investment objectives of and the risks of investing in
the portfolios. Interest is credited daily upon any portion of the premium
payment allocated to the fixed-rate option at rates periodically declared by
Pruco Life Insurance Company in its sole discretion but never less than an
effective annual rate of 4%. This prospectus describes the Contract generally
and the Pruco Life Variable Appreciable Account.

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

PLEASE READ THIS PROSPECTUS AND KEEP IT FOR FUTURE REFERENCE. IT IS ATTACHED TO
A CURRENT PROSPECTUS FOR THE PRUDENTIAL SERIES FUND, INC.

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

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

VUL-1 Ed __-96 Catalog # ______________

<PAGE>

PROSPECTUS CONTENTS

Page

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

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

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

DETAILED INFORMATION FOR PROSPECTIVE CONTRACT OWNERS............ 7
REQUIREMENTS FOR ISSUANCE OF A CONTRACT...................... 7
SHORT-TERM CANCELLATION RIGHT OR "FREE LOOK"................. 8
TYPE OF DEATH BENEFIT........................................ 8
CHANGING THE TYPE OF DEATH BENEFIT........................... 8
PREMIUMS..................................................... 9
DEATH BENEFIT GUARANTEE...................................... 10
CONTRACT DATE................................................ 11
ALLOCATION OF PREMIUMS....................................... 11
TRANSFERS.................................................... 12
DOLLAR COST AVERAGING........................................ 12
AUTO-REBALANCING............................................. 12
CHARGES AND EXPENSES......................................... 13
HOW A CONTRACT'S CASH SURRENDER VALUE WILL VARY.............. 15
HOW A TYPE A (FIXED) CONTRACT'S DEATH BENEFIT WILL VARY...... 16
HOW A TYPE B (VARIABLE) CONTRACT'S DEATH BENEFIT WILL VARY... 16
SURRENDER OF A CONTRACT...................................... 17
WITHDRAWALS.................................................. 17
INCREASES IN BASIC INSURANCE AMOUNT.......................... 18
DECREASES IN BASIC INSURANCE AMOUNT.......................... 18
WHEN PROCEEDS ARE PAID....................................... 19
LIVING NEEDS BENEFIT......................................... 19
ILLUSTRATIONS OF CASH SURRENDER VALUES, DEATH BENEFITS, AND
ACCUMULATED PREMIUMS....................................... 20
CONTRACT LOANS............................................... 22
SALE OF THE CONTRACT AND SALES COMMISSIONS................... 22
TAX TREATMENT OF CONTRACT BENEFITS........................... 23
WITHHOLDING.................................................. 24
LAPSE AND REINSTATEMENT...................................... 25
LEGAL CONSIDERATIONS RELATING TO SEX-DISTINCT PREMIUMS AND
BENEFITS................................................... 25
OTHER GENERAL CONTRACT PROVISIONS............................ 26
RIDERS....................................................... 26
VOTING RIGHTS................................................ 26
SUBSTITUTION OF SERIES FUND SHARES........................... 27
REPORTS TO CONTRACT OWNERS................................... 27
STATE REGULATION............................................. 27
EXPERTS...................................................... 28
LITIGATION................................................... 28
ADDITIONAL INFORMATION....................................... 28
FINANCIAL STATEMENTS......................................... 28

DIRECTORS AND OFFICERS.......................................... 29

<PAGE>

FINANCIAL STATEMENTS OF THE PRUCO LIFE VARIABLE APPRECIABLE
ACCOUNT....................................................... A1

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

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

<PAGE>

DEFINITIONS OF SPECIAL TERMS
USED IN THIS PROSPECTUS

ACCUMULATED NET PAYMENTS--The actual premium payments you make accumulated at an
effective annual rate of 4% less any withdrawals you make accumulated at an
effective annual rate of 4%.

ATTAINED AGE--The insured's age on the Contract date plus the number of years
since then.

BASIC INSURANCE AMOUNT--The amount of life insurance as shown in the Contract.

CASH SURRENDER VALUE--The amount payable to the Contract owner upon surrender of
the Contract. It is equal to the Contract Fund minus any Contract debt and,
during the first 10 Contract years, minus the applicable surrender charge.

CONTRACT--The variable universal life insurance policy described in this
prospectus.

CONTRACT ANNIVERSARY--The same date as the Contract date in each later year.

CONTRACT DATE--The date the Contract is effective, as specified in the Contract.

CONTRACT DEBT--The principal amount of all outstanding loans plus any interest
we have charged that is not yet due and that we have not yet added to the loan.

CONTRACT FUND--The total amount credited to a specific Contract. On any date it
is equal to the sum of the amounts in all the subaccounts, the amount invested
under the fixed-rate option, and the principal amount of any Contract debt.

CONTRACT OWNER--You. 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
reduction by any Contract debt and amounts needed to pay charges through the
date of death.

FACE AMOUNT--The same as the "basic insurance amount".

FIXED-RATE OPTION--An investment option under which interest is accrued daily at
a rate that Pruco Life declares periodically, but not less than an effective
annual rate of 4%.

LIFETIME DEATH BENEFIT GUARANTEE PERIOD--The lifetime of the Contract, during
which time the Lifetime Death Benefit Guarantee is available if sufficient
premiums are paid. See DEATH BENEFIT GUARANTEE, page 10.

LIMITED DEATH BENEFIT GUARANTEE PERIOD--A period which is determined on a
case-by-case basis, during which time the Limited Death Benefit Guarantee is
available if sufficient premiums are paid. See DEATH BENEFIT GUARANTEE, page 10.
The period applicable to your Contract is shown on the Contract data pages.

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
Contract.

THE PRUCO LIFE VARIABLE APPRECIABLE ACCOUNT (THE "ACCOUNT")--A separate account
of Pruco Life registered as a unit investment trust under the Investment Company
Act of 1940.

THE PRUDENTIAL SERIES FUND, INC. (THE "SERIES FUND")--A mutual fund with
separate portfolios. One or more of the available Series Fund portfolios may be
chosen as an underlying investment for the Contract.

SUBACCOUNT--An investment division of the Account, the assets of which are
invested in the shares of the corresponding portfolio of the Series Fund.

VALUATION PERIOD--The period of time from one determination of the value of the
amount invested in a subaccount to the next. Such determinations are made when
the net asset values of the portfolios of the Series Fund are calculated, which
is generally at 4:15 p.m. New York City time on each day during which the New
York Stock Exchange is open.

VARIABLE INVESTMENT OPTIONS--The subaccounts.

WE--Pruco Life Insurance Company.

YOU--The owner of the Contract.

<PAGE>

BRIEF DESCRIPTION OF THE CONTRACT

As you read this prospectus you should keep in mind that you are considering the
purchase of a life insurance contract. Because it is VARIABLE LIFE INSURANCE,
and variable life insurance has significant investment aspects and requires you
to make investment decisions, it is also a "security." That is why you have been
given this prospectus. Securities which are offered to the public must be
registered with the Securities and Exchange Commission, and the prospectus that
is a part of the registration statement must be given to all prospective buyers.
But because a substantial part of the premium pays for life insurance that will
pay to the beneficiary, in the event of the insured's death, an amount which
generally far exceeds your total premium payments, you should not buy this
Contract unless a major reason for the purchase is to provide life insurance
protection.

The Contract is a form of variable universal life insurance. It is built around
a Contract Fund, the value of which changes every business day. The chart on
page 3 describes how the value of your Contract Fund changes.

You may choose to have premiums, after the deduction of certain charges,
invested into any one or more of the 10 available subaccounts of the Account or
in the fixed-rate option.

The money allocated to each subaccount is immediately invested in a
corresponding portfolio of The Prudential Series Fund, Inc. (the "Series Fund"),
a series mutual fund to which The Prudential Insurance Company of America
("Prudential") acts as investment advisor. The MONEY MARKET PORTFOLIO is
invested in short-term debt obligations similar to those purchased by money
market funds; the DIVERSIFIED BOND PORTFOLIO is invested primarily in high
quality medium-term corporate and government debt securities; the CONSERVATIVE
BALANCED PORTFOLIO is invested in a mix of money market instruments, fixed
income securities, and common stocks, in proportions believed by the investment
manager to be appropriate for an investor who desires diversification of
investment and prefers a relatively lower risk of loss and a correspondingly
reduced chance of high appreciation; the FLEXIBLE MANAGED PORTFOLIO is invested
in a mix of money market instruments, fixed income securities, and common
stocks, in proportions believed by the investment manager to be appropriate for
an investor desiring diversification of investment who is willing to accept a
relatively high level of loss in an effort to achieve greater appreciation; the
HIGH YIELD BOND PORTFOLIO is invested primarily in high yield fixed income
securities of medium to lower quality, also known as high risk bonds; the STOCK
INDEX PORTFOLIO is invested in common stocks selected to duplicate the price and
yield performance of the Standard & Poor's 500 Composite Stock Price Index; the
EQUITY INCOME PORTFOLIO is invested primarily in common stocks and convertible
securities that provide favorable prospects for investment income returns above
those of the Standard & Poor's 500 Stock Index or the NYSE Composite Index; the
EQUITY PORTFOLIO is invested primarily in common stocks; the PRUDENTIAL JENNISON
PORTFOLIO is invested primarily in equity securities of established companies
with above-average growth prospects; and the GLOBAL PORTFOLIO is invested in
common stocks and common stock equivalents (such as convertible debt securities)
of foreign and domestic issuers. Further information about the Series Fund
portfolios can be found under THE PRUDENTIAL SERIES FUND, INC. on page 5.

You have an additional option which is regulated differently from the other 10
because it is not a security registered under the Securities Act of 1933 nor is
it issued by an investment company registered under the Investment Company Act
of 1940. It is a FIXED-RATE OPTION that increases the portion of your Contract
Fund allocated to this option at a declared rate or rates of interest, which are
guaranteed never to be lower than an effective annual rate of 4%.

Thus your Contract Fund value changes every day depending upon the change in the
value of the particular investment options that you have selected for the
investment of your Contract Fund.

Although the selection of any of the subaccounts offers the possibility that
your Contract Fund value will increase if there is favorable investment
performance, you are subject to the 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 7. If you select the fixed-rate
option, you are credited with a declared rate or rates of interest but you
assume the risk that the rate may change, although it will never be lower than
an effective annual rate of 4%.

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 each premium payment and from the amounts held

<PAGE>

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 lower charges that we are
currently making, are fully described under CHARGES AND EXPENSES, on page 13.

PREMIUM PAYMENT
------------------------------------------
o less a charge of up to 7.5% of the
premiums paid for taxes attributable to
premiums
o less a charge for sales expenses of up to
4% of the premiums paid
-----------------------------------------

--------------------------------------------------------------
INVESTED PREMIUM AMOUNT

o To be invested in one or a combination of:
o The 10 available investment portfolios of the Series Fund
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.
- -------------------------------------------------------------------------------

- -------------------------------------------------------------------------------
ADJUSTMENTS MADE TO CONTRACT FUND AS APPLICABLE FOR:

o Addition of any new invested premium amounts.
o Addition of any increase due to investment results of the chosen variable
investment options.
o Addition of guaranteed interest at an effective annual rate of 4% (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 4% on the
amount of any Contract loan. (Separately, interest charged on the loan
accrues at an effective annual rate of 4.5% or 5%. See CONTRACT LOANS, page
22.)
o Subtraction of any decrease due to investment results of the chosen variable
investment options.
o Subtraction of any amount withdrawn.
o Subtraction of the charges listed below, as applicable.
- -------------------------------------------------------------------------------

- -------------------------------------------------------------------------------
DAILY CHARGES

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

<PAGE>

- -------------------------------------------------------------------------------
MONTHLY CHARGES

o The Contract Fund is reduced by a monthly administrative charge of up to $10
plus $0.07 per $1,000 of the basic insurance amount; for Contract years after
the first, the $0.07 per $1,000 portion of the charge is reduced to $0.01 per
$1,000 of the basic insurance amount.

o A cost of insurance ("COI") charge is deducted.

o The Contract Fund is reduced by a Death Benefit Guarantee risk charge of
$0.01 per $1,000 of the basic insurance amount.

o If the Contract includes riders, a deduction from the Contract Fund will be
made for charges applicable to those riders.

o If the rating class of an insured results in an extra charge, that charge
will be deducted from the Contract Fund.

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

POSSIBLE ADDITIONAL CHARGES

o If during the first 10 Contract years the Contract lapses or is surrendered
or if the basic insurance amount is decreased (including as a result of a
withdrawal), a contingent deferred sales charge is assessed. For insureds age
76 or less at issue, the maximum contingent deferred sales charge is 26% of
the target level premium (see PREMIUMS, page 9) for the Contract. For
insureds age 77 or greater at issue, the maximum charge will be a smaller
percentage of the target level premium for the Contract. The charge is level
for six years and then declines monthly to zero at the end of the 10th
Contract year.

o If during the first 10 Contract years the Contract lapses or is surrendered
or if the basic insurance amount is decreased (including as a result of a
withdrawal), a contingent deferred administrative charge is assessed. This
charge equals the lesser of: (a) $5 per $1,000 of basic insurance amount; and
(b) $500. It is level for six years and then declines monthly until it
reaches zero at the end of the 10th Contract year.

o An administrative charge of up to $25 is made in connection with any
withdrawals.

o An administrative charge of up to $25 is made for any change in basic
insurance amount.

o An administrative charge of up to $25 is made for each transfer exceeding
twelve in any Contract year.

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

There are two types of death benefit available. You may choose a Contract with a
Type A (fixed) death benefit under which the cash surrender value varies daily
with investment experience, and the death benefit generally stays at the basic
insurance amount chosen by you at the outset. However, the Contract Fund may
grow to a point where the death benefit may increase and vary with investment
experience. If you choose a Contract with a Type B (variable) death benefit, the
cash surrender value and the death benefit both vary with investment experience.
For either type of death benefit, as long as the Contract is in force, the death
benefit will never be less than the basic insurance amount shown in your
Contract. See TYPE OF DEATH BENEFIT, page 8.

The Contract is a flexible premium contract - there are no scheduled premiums.
Except for the minimum initial premium, and subject to a minimum of $25 per
subsequent payment, the timing and amount of premium payments are discretionary.
The Contract will remain in force provided that the Contract Fund less any
applicable surrender charges is greater than zero and more than any Contract
debt. However, if the premiums you pay on an accumulated basis are high enough,
and Contract debt does not equal or exceed the Contract Fund less any applicable
surrender charges, Pruco Life guarantees that your Contract will not lapse even
if investment experience is very unfavorable and the Contract Fund drops below
zero. Each Contract provides two guarantees, one that lasts for the lifetime of
the Contract and another that lasts for a stated, reasonably lengthy period. The
guarantee for the life of the Contract requires higher premium payments. See
PREMIUMS, page 9, DEATH BENEFIT GUARANTEE, page 10 and LAPSE AND REINSTATEMENT,
page 25.

While you decide when to make premium payments and, subject to a $25 minimum, in
what amounts, we do offer and suggest regular billing of premiums. When applying
for the Contract, you should discuss with your Pruco Life representative if you
would like to be billed, how frequently and for what amount. See PREMIUMS, page
9.

<PAGE>

For a limited time, a Contract may be returned for a refund in accordance with
the terms of its "free look" provision. See SHORT-TERM CANCELLATION RIGHT OR
"FREE LOOK," page 8.

This Summary provides only a brief overview of the more significant aspects of
the Contract. Further detail is provided in the subsequent sections of this
prospectus and in the Contract. The Contract, including the application attached
to it, constitutes the entire agreement between you and Pruco Life and should be
retained.

For the DEFINITIONS OF SPECIAL TERMS USED IN THIS PROSPECTUS, see page 1.

GENERAL INFORMATION ABOUT PRUCO LIFE INSURANCE
COMPANY, THE PRUCO LIFE VARIABLE APPRECIABLE
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 Prudential, a mutual insurance
company founded in 1875 under the laws of the State of New Jersey. As of
December 31, 1995, Prudential has invested over $442 million in Pruco Life in
connection with Pruco Life's organization and operation. Prudential may from
time to time make additional capital contributions to Pruco Life as needed to
enable it to meet its reserve requirements and expenses in connection with its
business. Prudential is under no obligation to make such contributions and its
assets do not back the benefits payable under the Contract. Pruco Life's
consolidated financial statements begin on page B1 and should be considered only
as bearing upon Pruco Life's ability to meet its obligations under the
Contracts.

THE PRUCO LIFE VARIABLE APPRECIABLE ACCOUNT

The Pruco Life Variable Appreciable Account (the "Account") was established on
January 13, 1984 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 Contracts
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. Before making any such transfer, Pruco Life will consider any
possible adverse impact the transfer might have on the Account.

The Account is registered with the Securities and Exchange Commission ("SEC")
under the Investment Company Act of 1940 ("1940 Act") as a unit investment
trust, which is a type of investment company. This does not involve any
supervision by the SEC of the management or investment policies or practices of
the Account. For state law purposes, the Account is treated as a part or
division of Pruco Life. There are currently 10 available subaccounts within the
Account, each of which invests in a single corresponding portfolio of the Series
Fund. Additional subaccounts may be added in the future. The Account's financial
statements begin on page A1.

THE PRUDENTIAL SERIES FUND, INC.

The Prudential Series Fund, Inc. (the "Series Fund") is registered under the
1940 Act as an open-end diversified management investment company. Its shares
are currently sold only to separate accounts of Prudential and certain
subsidiary insurers that offer variable life insurance and variable annuity
contracts. The Account will purchase and redeem shares from the Series Fund at
net asset value. Shares will be redeemed to the extent necessary for Pruco Life
to provide benefits under the Contract and to transfer assets from one
subaccount to another, as requested by Contract owners. Any dividend or capital
gain distribution received from a portfolio of the Series Fund will be

<PAGE>

reinvested immediately at net asset value in shares of that portfolio and
retained as assets of the corresponding subaccount.

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

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

ANNUAL INVESTMENT
MANAGEMENT FEE AS
A PERCENTAGE OF AVERAGE
PORTFOLIO DAILY NET ASSETS
- --------- -----------------------

MONEY MARKET PORTFOLIO 0.40%
DIVERSIFIED BOND PORTFOLIO 0.40%
CONSERVATIVE BALANCED PORTFOLIO 0.55%
FLEXIBLE MANAGED PORTFOLIO 0.60%
HIGH YIELD BOND PORTFOLIO 0.55%
STOCK INDEX PORTFOLIO 0.35%
EQUITY INCOME PORTFOLIO 0.40%
EQUITY PORTFOLIO 0.45%
PRUDENTIAL JENNISON PORTFOLIO 0.60%
GLOBAL PORTFOLIO 0.75%

In addition to the investment management fee, each portfolio incurs certain
expenses, such as accounting and custodian fees.

It is conceivable that in the future it may become disadvantageous for both
variable life insurance and variable annuity contract separate accounts to
invest in the same underlying mutual fund. Although neither the companies which
invest in the Series Sund nor the Series Fund currently foresees any such
disadvantage, the Series Fund's Board of Directors intends to monitor events in
order to identify any material conflict between variable life insurance and
variable annuity contract owners and to determine what action, if any, should be
taken in response thereto. Material conflicts could result from such things as:
(1) changes in state insurance law; (2) changes in federal income tax law; (3)
changes in the investment management of any portfolio of the Series Fund; or (4)
differences between voting instructions given by variable life insurance and
variable annuity contract owners.

A FULL DESCRIPTION OF THE SERIES FUND, ITS INVESTMENT OBJECTIVES, MANAGEMENT,
POLICIES, AND RESTRICTIONS, ITS EXPENSES, THE RISKS ATTENDANT TO INVESTMENT
THEREIN--INCLUDING ANY RISKS ASSOCIATED WITH INVESTMENT IN THE HIGH YIELD BOND
PORTFOLIO, AND ALL OTHER ASPECTS OF ITS OPERATION IS CONTAINED IN THE ATTACHED
PROSPECTUS FOR THE SERIES FUND AND IN ITS STATEMENT OF ADDITIONAL INFORMATION,
WHICH SHOULD BE READ IN CONJUNCTION WITH THIS PROSPECTUS. THERE IS NO ASSURANCE
THAT THE INVESTMENT OBJECTIVES WILL BE MET. THE ATTACHED PROSPECTUS DESCRIBES
ADDITIONAL PORTFOLIOS WHICH ARE NOT AVAILABLE UNDER THIS CONTRACT.

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

<PAGE>

COMPANY UNDER THE INVESTMENT COMPANY ACT OF 1940. ACCORDINGLY, INTERESTS IN THE
FIXED-RATE OPTION ARE NOT SUBJECT TO THE PROVISIONS OF THESE ACTS, AND PRUCO
LIFE HAS BEEN ADVISED THAT THE STAFF OF THE SECURITIES AND EXCHANGE COMMISSION
HAS NOT REVIEWED THE DISCLOSURE IN THIS PROSPECTUS RELATING TO THE FIXED-RATE
OPTION. DISCLOSURE REGARDING THE FIXED-RATE OPTION MAY, HOWEVER, BE SUBJECT TO
CERTAIN GENERALLY APPLICABLE PROVISIONS OF FEDERAL SECURITIES LAWS RELATING TO
THE ACCURACY AND COMPLETENESS OF STATEMENTS MADE IN PROSPECTUSES.

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, and the amount so
allocated or transferred becomes part of Pruco Life's general assets. Sometimes
this is referred to as Pruco Life's general account, which consists of all
assets owned by Pruco Life other than those in the Account and in other separate
accounts that have been or may be established by Pruco Life. Subject to
applicable law, Pruco Life has sole discretion over the investment of the assets
of the general account, and Contract owners do not share in the investment
experience of those assets. Instead, Pruco Life guarantees that the part of the
Contract Fund allocated to the fixed-rate option will accrue interest daily at
an effective annual rate that Pruco Life declares periodically, but not less
than an effective annual rate of 4%. Currently, declared interest rates remain
in effect from the date money is allocated to the fixed-rate option until the
first day of the same month in the following year. At that time a new crediting
rate will apply to that money until the first day of the same month in the next
year. Then a new declared crediting rate will apply to that money for the
remainder of that calender year. Thereafter a new crediting rate will be
declared each year for that money and it will remain in effect for the entire
calendar year. Pruco Life reserves the right to change this practice. Pruco Life
is not obligated to credit interest at a higher rate than 4%, 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 12. The payment of any cash surrender value attributable to the
fixed-rate option may be delayed up to six months, see WHEN PROCEEDS ARE PAID,
page 19.

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, the
Stock Index, Equity Income, Equity, Prudential Jennison or Global Portfolios may
be desirable options if you are willing to accept such volatility in your
Contract values. Each of these equity portfolios involves somewhat 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 Portfolio.
There may be times when you desire even greater safety of principal and may then
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 with higher yielding, lower quality bonds the
risks are greater. You may wish to divide your invested premium among two or
more of the portfolios. 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.

You should make a choice that takes into account how willing you are to accept
investment risks, the manner in which your other assets are invested, and your
own predictions about what investment results are likely to be in the future.
Pruco Life does recommend AGAINST frequent transfers among the several options
as experience generally indicates that "market timing" investing, particularly
by non-professional investors, is likely to prove unsuccessful.

DETAILED INFORMATION FOR
PROSPECTIVE CONTRACT OWNERS

REQUIREMENTS FOR ISSUANCE OF A CONTRACT

The Contract may generally be issued on insureds below the age of 81. Currently,
the minimum basic insurance amount that can be applied for is $250,000. Before
issuing any Contract, Pruco Life requires evidence of insurability which may
include a medical examination. Non-smokers are offered the most favorable cost
of

<PAGE>

insurance rates. A higher cost of insurance rate and/or additional charge is
charged if an extra mortality risk is involved. These are the current
underwriting requirements. We reserve the right to change them on a
non-discriminatory basis.

SHORT-TERM CANCELLATION RIGHT OR "FREE LOOK"

Generally, you may return the Contract for a refund within 10 days after you
receive it, within 45 days after Part I of the application for insurance is
signed or within 10 days after Pruco Life mails or delivers a Notice of
Withdrawal Right, whichever is latest. Some states allow a longer period of time
during which a Contract may be returned for a refund. A refund can be requested
by mailing or delivering the Contract to the representative who sold it or to
the Pruco Life Home Office specified in the Contract. A Contract returned
according to this provision shall be deemed void from the beginning. You will
then receive a refund of all premium payments made, plus or minus any change due
to investment experience. However, if applicable law so requires and you
exercise your short-term cancellation right, you will receive a refund of all
premium payments made with no adjustment for investment experience.

TYPE OF DEATH BENEFIT

You may select either of two types of death benefit. Generally, a Contract with
a Type A (fixed) death benefit has a death benefit equal to the basic insurance
amount. The death benefit of this type does not vary with the investment
performance of the investment options selected by you, except in certain
circumstances. See HOW A TYPE A (FIXED) CONTRACT'S DEATH BENEFIT WILL VARY, page
16. Favorable investment results of the variable investment options to which the
assets related to the Contract are allocated and payment of additional premiums
will generally result in increases in the cash surrender value. See HOW A
CONTRACT'S CASH SURRENDER VALUE WILL VARY, page 15.

A Contract with a Type B (variable) death benefit has a death benefit which will
generally equal the basic insurance amount plus the Contract Fund. Since the
Contract Fund is a component of the death benefit, favorable investment
performance and payment of additional premiums generally result in an increase
in the death benefit as well as in the cash surrender value. Over time, however,
the increase in the cash surrender value will be less than under a Type A
(fixed) Contract. This is because, given two Contracts with the same basic
insurance amount and equal Contract Funds, generally the cost of insurance
charge for a Type B (variable) Contract will be greater. See HOW A CONTRACT'S
CASH SURRENDER VALUE WILL VARY, page 15 and HOW A TYPE B (VARIABLE) CONTRACT'S
DEATH BENEFIT WILL VARY, page 16. Unfavorable investment performance will result
in decreases in the death benefit and in the cash surrender value. But, as long
as the Contract is not in default, the death benefit may not fall below the
basic insurance amount stated in the Contract.

In choosing a death benefit type, you should also consider whether you intend to
use the withdrawal feature. Purchasers of Type A (fixed) Contracts should note
that any withdrawal may result in a reduction of the basic insurance amount and
the deduction of any applicable surrender charges. In addition, we will not
allow you to make a withdrawal that will decrease the basic insurance amount
below the minimum basic insurance amount. See WITHDRAWALS, page 17.

CHANGING THE TYPE OF DEATH BENEFIT

On or after the first Contract anniversary and subject to Pruco Life's approval,
you may change the type of death benefit. We will increase or decrease the basic
insurance amount so that the death benefit immediately after the change matches
the death benefit immediately before the change. You should consult your Pruco
Life representative from time to time about the choices available to you under
the Contract.

If you are changing your Contract's type of death benefit from Type A (fixed) to
Type B (variable), we will reduce the basic insurance amount by the amount in
your Contract Fund on the date the change takes place. The basic insurance
amount after the change may not be lower than the minimum basic insurance amount
applicable to the Contract. If you are changing from a Type B (variable) to a
Type A (fixed) death benefit, we will increase the basic insurance amount by the
amount in your Contract Fund on the date the change takes place. This is
illustrated in the following chart.

<PAGE>

CHANGING THE DEATH CHANGING THE DEATH
BENEFIT FROM BENEFIT FROM
TYPE A --) TYPE B TYPE B --) TYPE A
(FIXED) (VARIABLE) (VARIABLE) (FIXED)
------------------- --------------------
BASIC INSURANCE
AMOUNT $300,000--)$250,000 $250,000--)$300,000

CONTRACT FUND $50,000 = $50,000 $50,000 = $50,000

DEATH BENEFIT $300,000 = $300,000 $300,000 = $300,000

Changing your Contract's type of death benefit from Type A (fixed) to Type B
(variable) during the first 10 Contract years may result in the assessment of
surrender charges. In addition, although we do not currently do so, we reserve
the right to make an administrative processing charge of up to $25 for any
change in basic insurance amount. See CHARGES AND EXPENSES, page 13.

To request a change, fill out an application for change which can be obtained
from your Pruco Life representative or any of our offices. If the change is
approved, we will recompute the Contract's charges and appropriate tables and
send you new Contract data pages. We may require you to send us your Contract
before making the change.

PREMIUMS

The Contract is a flexible premium contract. The minimum initial premium is due
on or before the Contract date. Thereafter, you decide when to make premium
payments and, subject to a $25 minimum, in what amounts. We reserve the right to
refuse to accept any payment that increases the death benefit by more than it
increases the Contract Fund. See HOW A TYPE A (FIXED) CONTRACT'S DEATH BENEFIT
WILL VARY, page 16 and HOW A TYPE B (VARIABLE) CONTRACT'S DEATH BENEFIT WILL
VARY, page 16. There are circumstances under which the payment of premiums in
amounts that are too large may cause the Contract to be characterized, under the
Internal Revenue Code, as a Modified Endowment Contract, which could be
significantly disadvantageous. See TAX TREATMENT OF CONTRACT BENEFITS, page 23.

There are several types of "premiums" under the Contract, described below.
Understanding them will help you understand how the Contract works.

MINIMUM INITIAL PREMIUM -- the premium needed to start the Contract. There is
no insurance under this Contract unless the minimum initial premium is paid.

GUIDELINE PREMIUMS -- the premiums that, if paid at the beginning of each
Contract year, will keep the Contract in force for the lifetime of the
insured regardless of investment performance, assuming no loans or
withdrawals. These guideline premiums will be higher for a Type B (variable)
Contract than for a Type A (fixed) Contract. For a Contract with no riders or
extra risk charges, these premiums will be level. If certain riders are
included, the guideline premium may increase each year. Payment of guideline
premiums at the beginning of each Contract year is one way to achieve the
Lifetime Death Benefit Guarantee Values shown on the Contract data pages. See
DEATH BENEFIT GUARANTEE, below. When you purchase a Contract, your Pruco Life
representative can tell you the amount[s] of the guideline premium.

TARGET PREMIUMS --the premiums that, if paid at the beginning of each
Contract year, will keep the Contract in force during the Limited Death
Benefit Guarantee period regardless of investment performance, assuming no
loans or withdrawals. As is the case with the guideline premium, for a
Contract with no riders or extra risk charges, these premiums will be level.
If certain riders are included, the target premium may increase each year.
Payment of target premiums at the beginning of each Contract year is one way
to achieve the Limited Death Benefit Guarantee Values shown on the Contract
data pages. At the end of the Limited Death Benefit Guarantee period,
continuation of the Contract will depend on the Contract Fund having
sufficient money to cover all charges or meeting the conditions of the
Lifetime Death Benefit Guarantee. See DEATH BENEFIT GUARANTEE, below. When
you purchase a Contract, your Pruco Life representative can tell you the
amount[s] of the target premium.

<PAGE>

TARGET LEVEL PREMIUM -- the target premium at issue minus any premiums
associated with riders or with aviation, avocation, occupational or temporary
extra insurance charges. We use the target level premium in calculating the
sales load portion of surrender charges. See CHARGES AND EXPENSES, page 13.

We can bill you for the amount you select annually, semi-annually, quarterly or
monthly. Because the Contract is a flexible premium contract, there are no
scheduled premium due dates. When you receive a premium notice, you are not
required to pay this amount. The Contract will remain in force if either the
Contract Fund less any applicable surrender charges is greater than zero and
more than any Contract debt or if you have paid sufficient premiums on an
accumulated basis to meet the conditions of the Death Benefit Guarantee and
Contract debt is not equal to or greater than the Contract Fund less any
applicable surrender charges. You may also pay premiums automatically through
pre-authorized transfers from a bank checking account. If you elect to use this
feature, you choose the frequency (monthly, quarterly, semi-annually or
annually) and the amount of premiums paid.

When you apply for the Contract, you should discuss with your Pruco Life
representative how frequently you would like to be billed (if at all) and for
what amount.

DEATH BENEFIT GUARANTEE

Although you decide what premium amounts you wish to pay, payment of sufficient
premium, on an accumulated basis, will guarantee that your policy will not lapse
and a death benefit will be paid upon the death of the insured. This will be
true even if, because of unfavorable investment experience, your Contract Fund
value drops to zero. However, the guarantee is contingent upon Contract debt not
being equal to or greater than the Contract Fund less any applicable surrender
charges. See CONTRACT LOANS, page 22. You should consider the importance of the
Death Benefit Guarantee to you when deciding on what amounts of premiums to pay
into the Contract.

For purposes of determining this guarantee, we calculate, and show in the
Contract data pages, two sets of amounts -- the Lifetime Death Benefit Guarantee
Values and Limited Death Benefit Guarantee Values. These are NOT cash values
that you can realize by surrendering the Contract, nor are they death benefits
payable. They are values used solely to determine if a Death Benefit Guarantee
is in effect. The Lifetime Death Benefit Guarantee Values are shown for the
lifetime of the Contract. The Limited Death Benefit Guarantee Values are lower,
but only apply for the length of the Limited Death Benefit Guarantee period.

The length of the Limited Death Benefit Guarantee period is determined on a case
by case basis depending on things like the insured's age, sex (except where
unisex rates apply), smoker/non-smoker status, death benefit type and extra
rating class, if any. The length of the Limited Death Benefit Guarantee period
applicable to your particular Contract is shown on the Contract data pages.

At the Contract date, and on each Monthly date, we calculate your Contract's
"Accumulated Net Payments" as of that date. Accumulated Net Payments equal the
premiums you paid, accumulated at an effective annual rate of 4%, less
withdrawals also accumulated at 4%.

At each Monthly date within the Limited Death Benefit Guarantee period, we will
compare your Accumulated Net Payments to the Limited Death Benefit Guarantee
Value as of that date. At each Monthly date after the Limited Death Benefit
Guarantee period, we will compare your Accumulated Net Payments to the Lifetime
Death Benefit Guarantee Value as of that date. If your Accumulated Net Payments
equal or exceed the applicable (Lifetime or Limited) Death Benefit Guarantee
Value and Contract debt does not equal or exceed the Contract Fund less any
applicable surrender charges, then the Contract is kept in force, regardless of
the amount in the Contract Fund.

The Contract data pages show Lifetime Death Benefit Guarantee Values and Limited
Death Benefit Guarantee Values as of Contract anniversaries. Values for
non-anniversary Monthly dates will reflect the number of months elapsed between
Contract anniversaries.

Guideline and target premiums are premium levels that, if paid at the start of
each Contract year, correspond to the Lifetime and Limited Death Benefit
Guarantee Values, respectively (assuming no withdrawals or loans). See PREMIUMS,
page 9. They are one way of reaching the Death Benefit Guarantee Values; they
are certainly not the only way.

<PAGE>

Here is a table of typical guideline and target premiums (to the nearest dollar)
along with corresponding Limited Death Benefit Guarantee periods. The examples
assume the insured is a male, non-smoker, with no extra risk or substandard
ratings, and no extra benefit riders added to the Contract.

BASIC INSURANCE AMOUNT -- $250,000
ILLUSTRATIVE ANNUAL PREMIUMS

TARGET PREMIUM
TYPE OF GUIDELINE PREMIUM CORRESPONDING TO THE
AGE OF DEATH CORRESPONDING TO LIMITED DEATH BENEFIT
INSURED BENEFIT THE LIFETIME DEATH GUARANTEE VALUES AND
AT ISSUE CHOSEN BENEFIT GUARANTEE NUMBER OF YEARS OF
VALUES GUARANTEE

35 Type A (fixed) $ 3,532.50 $2,007.50 for 35 years
35 Type B (variab1e) $12,037.50 $2,007.50 for 33 years
45 Type A (fixed) $ 5,462.50 $2,977.50 for 25 years
45 Type B (variab1e) $17,147.50 $2,977.50 for 23 years
55 Type A (fixed) $ 8,897.50 $5,770.00 for 20 years
55 Type B (variable) $25,607.50 $5,770.00 for 18 years

The Death Benefit Guarantee allows considerable flexibility as to the timing of
premium payments. Your Pruco Life representative can supply sample illustrations
of various premium amount and frequency combinations that correspond to the
Death Benefit Guarantee Values.

You should consider carefully the value of maintaining the guarantee. It may be
preferable for you to pay generally higher premiums in all years, rather than
trying to make such payments on an as needed basis if the death benefit
guarantee is desired for lifetime protection. For example, if you pay only
enough premium to meet the Limited Death Benefit Guarantee Values, a SUBSTANTIAL
amount may be required to meet the Lifetime Death Benefit Guarantee Values in
order to continue the guarantee at the end of the Limited Death Benefit
Guarantee period. In addition, it is possible that the payment required to
continue the guarantee after the Limited Death Benefit Guarantee period could
cause the Contract to become a Modified Endowment Contract. See TAX TREATMENT OF
CONTRACT BENEFITS, page 23.

CONTRACT DATE

When the first premium payment is paid with the application for a Contract, the
Contract date will ordinarily be the later of the date of the application or the
date of the medical examination. If the first premium is not paid with the
application, the Contract date will be the date on which the first premium is
paid and the Contract is delivered. Under certain circumstances, we may allow
the Contract to be back dated for the purpose of lowering the insured's issue
age, but only to a date not earlier than six months prior to the date of the
application. This may be advantageous for some Contract owners as a lower issue
age may result in lower current charges. For a Contract that is backdated, we
will credit the initial premium as of the date of receipt and will deduct any
charges due on or before that date.

ALLOCATION OF PREMIUMS

On the Contract date, the charge for sales expenses and the charge for taxes
attributable to premiums are deducted from the initial premium. The remainder of
the initial premium will be allocated on the Contract date among the subaccounts
and/or the fixed-rate option according to your desired allocation as specified
in the application form and the first monthly deductions are made. To the extent
that the receipt of the first premium precedes the Contract date, there will be
a period during which the Contract owner's initial premium will not be invested.
See CHARGES AND EXPENSES, page 13.

The charge for sales expenses and the charge for taxes attributable to premiums
also apply to all subsequent premium payments. The remainder will be placed when
received by Pruco Life in the subaccount[s] or the fixed-rate option, in
accordance with the allocation you previously designated. Provided the Contract
is not in default, you may change the way in which subsequent premiums are
allocated by giving written notice to a

<PAGE>

Pruco Life Home Office or by telephoning that Home Office, unless you ask that
transfers by telephone not be made. There is no charge for reallocating future
premiums. All percentage allocations must be in whole numbers. For example, 33%
can be selected but 33 1/3% cannot. Of course, the total allocation to all
selected investment options must equal 100%.

TRANSFERS

You may, up to twelve times each Contract year, transfer amounts from one
subaccount to another subaccount or to the fixed-rate option without charge.
There is an administrative charge of up to $25 for each transfer made exceeding
twelve in any Contract year. All or a portion of the amount credited to a
subaccount may be transferred.

Transfers will take effect as of the end of the valuation period in which a
proper transfer request is received at a Pruco Life Home Office. The request may
be in terms of dollars, such as a request to transfer $5,000 from one subaccount
to another, or may be in terms of a percentage reallocation among subaccounts.
In the latter case, as with premium reallocations, the percentages must be in
whole numbers. You may transfer amounts by proper written notice to a Pruco Life
Home Office, 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
you elect not to have this privilege. 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 telephone are genuine. We
will not be held liable for following telephone instructions that we reasonably
believe to be genuine. Pruco Life cannot guarantee that you will be able to get
through to complete a telephone transfer during peak periods such as periods of
drastic economic or market change.

Only one transfer from the fixed rate option will be permitted during each
Contract year and 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) $2,000. These limits are subject to change in the future. We may
waive these restrictions for limited periods of time in a non-discriminatory
way, (e.g., when interest rates are declining).

DOLLAR COST AVERAGING

As an administrative practice, we are currently offering a feature called Dollar
Cost Averaging ("DCA"). Under this feature, either fixed dollar amounts or a
percentage of the amount designated for use under the DCA option will be
transferred periodically from the Money Market Subaccount into other subaccounts
available under the Contract, excluding the fixed-rate option. You may choose to
have periodic transfers made monthly, quarterly, semi-annually or annually.

Each automatic transfer will take effect as of the end of the valuation period
on the date coinciding with the periodic timing you designate provided the New
York Stock Exchange is open on that date. If the New York Stock Exchange is not
open on that date, or if the date does not occur in that particular month, the
transfer will take effect as of the end of the valuation period which
immediately follows that date. Automatic transfers will continue until: (1) $50
or less remains of the amount designated for Dollar Cost Averaging, at which
time the remaining amount will be transferred; or (2) you give us notification
of a change in DCA allocation or cancellation of the feature. Currently, a
transfer that occurs under the DCA feature is not counted towards the twelve
free transfers permitted each Contract year. We reserve the right to change this
practice, modify the requirements or discontinue the feature.

AUTO-REBALANCING

As an administrative practice, we are currently offering a feature called
Auto-Rebalancing. This feature allows you to automatically rebalance subaccount
assets at specified intervals based on percentage allocations that you choose.
For example, suppose your initial investment allocation of variable investment
options X and Y is split 40% and 60%, respectively. Then, due to investment
results, that split changes. You may instruct that those assets be rebalanced to
your original or different allocation percentages.

Auto-Rebalancing can be performed on a monthly, quarterly, semi-annual or annual
basis. Each rebalance will take effect as of the end of the valuation period on
the date coinciding with the periodic timing you designate

<PAGE>

provided the New York Stock Exchange is open on that date. If the New York Stock
Exchange is not open on that date, or if the date does not occur in that
particular month, the transfer will take effect as of the end of the valuation
period which immediately follows that date. The fixed-rate option cannot
participate in this administrative procedure. Currently, a transfer that occurs
under the Auto-Rebalancing feature is not counted towards the twelve free
transfers permitted each Contract year. We reserve the right to change this
practice, modify the requirements or discontinue the feature.

CHARGES AND EXPENSES

This section provides a detailed description of each charge that is described
briefly in the chart on page 3, and an explanation of the purpose of the charge.

In several instances we will use the terms "maximum charge" and "current
charge." The "maximum charge," in each instance, is the highest charge that
Pruco Life is entitled to make under the Contract. The "current charge" is the
lower amount that Pruco Life is now charging. However, if circumstances change,
Pruco Life reserves the right to increase each current charge, up to but to no
more than the maximum charge, without giving any advance notice.

DEDUCTIONS FROM PREMIUM PAYMENTS

(a) A charge of up to 7.5% is deducted from each premium for taxes attributable
to premiums. For these purposes, "taxes attributable to premiums" shall
include any federal, state or local income, premium, excise, business or
any other type of tax (or component thereof) measured by or based upon the
amount of premium received by Pruco Life. That charge is made up of two
parts which currently equal a total of 3.75% of the premiums received. The
first part is a charge for state and local premium taxes. The current
amount for this first part is 2.5% of the premium. Tax rates vary from
jurisdiction to jurisdiction and generally range from 0.75% to 5%. Pruco
Life may collect more for this charge than it actually pays for state and
local premium taxes. The second part is for federal income taxes measured
by premiums and it is currently equal to 1.25% of the premium. Pruco Life
believes that this charge is a reasonable estimate of an increase in its
federal income taxes resulting from a 1990 change in the Internal Revenue
Code. It is intended to recover this increased tax.

(b) A charge of up to 4% is deducted from each premium payment for sales
expenses. This charge, often called a sales load, is deducted to compensate
us for things like the costs Pruco Life incurs in selling the Contracts,
including commissions, advertising and the printing and distribution of
prospectuses and sales literature.

Currently, the charge is equal to 4% of premiums paid in each Contract year
up to the amount of the target premium (see PREMIUMS, page 9) and x% of
premiums paid in excess of this amount. Consequently, paying more than this
amount in any Contract year could reduce your total sales load. For
example, assume that a Contract with no riders or extra insurance charges
has a target premium of $2,007.50 and the Contract owner would like to pay
10 target premiums. If the Contract owner paid $4,015 (two times the amount
of the target premium in every other policy year up to the ninth year (i.e.
in years 1, 3, 5, 7, 9), the sales load charge would be $xxx.xx. If the
Contract owner paid $2,007.50 in each of the first 10 policy years, the
total sales load would be $803.

Attempting to structure the timing and amount of premium payments to reduce
the potential sales load may increase the risk that your Contract will
lapse without value. Delaying the payment of target premium amounts to
later years will adversely affect the Death Benefit Guarantee if the
accumulated premium payments do not reach the accumulated values shown
under your Contract's Limited Death Benefit Guarantee Values. See DEATH
BENEFIT GUARANTEE, page 10. In addition, there are circumstances where
payment of premiums that are too large may cause the Contract to be
characterized as a Modified Endowment Contract, which could be
significantly disadvantageous. See TAX TREATMENT OF CONTRACT BENEFITS, page
23.

<PAGE>

DEDUCTIONS FROM PORTFOLIOS

The Account purchases shares of the Series Fund at net asset value. The net
asset value of those shares reflects portfolio management fees and expenses
already deducted from the assets of the Series Fund. The fees and expenses for
the Series Fund are briefly described under THE PRUDENTIAL SERIES FUND, INC. on
page 5 in connection with the general description of the Series Fund. More
detailed information is contained in the attached Series Fund prospectus.

DAILY DEDUCTION FROM THE CONTRACT FUND

Each day a charge is deducted from the assets of each of the subaccounts (the
"variable investment options") in an amount equivalent to an effective annual
rate of up to 0.9%. Currently, we intend to charge 0.xx%. This charge is
intended to compensate Pruco Life for assuming mortality and expense risks under
the Contract. The mortality risk assumed is that insureds may live for shorter
periods of time than Pruco Life estimated when it determined what mortality
charge to make. The expense risk assumed is that expenses incurred in issuing
and administering the Contract will be greater than Pruco Life estimated in
fixing its administrative charges. Pruco Life will realize a profit from this
risk charge to the extent it is not needed to provide benefits and pay expenses
under the Contracts. This charge is not assessed against amounts allocated to
the fixed-rate option.

MONTHLY DEDUCTIONS FROM CONTRACT FUND

The following monthly charges are deducted proportionately from the dollar
amounts held in each of the chosen investment option[s].

a) An administrative charge based on the basic insurance amount is deducted.
The charge is intended to compensate us for things like processing claims,
keeping records and communicating with Contract owners. Currently, the
charge is equal to $xx per Contract plus $0.xx per $1,000 of basic
insurance amount in the first Contract year and $xx per Contract plus $0.xx
per $1,000 of basic insurance amount in all subsequent years. Pruco Life
reserves the right, however to increase these charges up to $10 per
Contract plus $0.07 per $1,000 of basic insurance amount in the first
Contract year and $10 per Contract plus $0.01 per $1,000 of basic insurance
amount in all subsequent years.

For example, a Contract with a basic insurance amount of $250,000 would
currently have a charge equal to $xx plus $xx.xx for a total of $xx.xx per
month for the first Contract year and $xx plus $xx.xx for a total of $xx.xx
per month in all later years. The maximum charge for this same Contract
would be $10 plus $17.50 for a total of $27.50 per month during the first
Contract year. In later years, the maximum charge would be $10 plus $2.50
for a total of $12.50 per month.

b) A cost of insurance ("COI") charge is deducted. When an insured dies, the
amount payable to the beneficiary (assuming there is no Contract debt) is
larger than the Contract Fund -- significantly larger if the insured dies
in the early years of a Contract. The cost of insurance charges collected
from all Contract owners enables Pruco Life to pay this larger death
benefit. The maximum COI charge is determined by multiplying the "net
amount at risk" under a Contract (the amount by which the Contract's death
benefit exceeds the Contract Fund) by maximum COI rates. The maximum COI
rates are based upon the 1980 Commissioners Standard Ordinary ("CSO")
Tables and an insured's current attained age, sex (except where unisex
rates apply), smoker/non-smoker status, and extra rating class, if any.

(DESCRIPTION OF CURRENT CHARGES TO BE ADDED VIA PRE-EFFECTIVE AMENDMENT)

c) A charge of $0.01 per $1,000 of basic insurance amount is made to
compensate Pruco Life for the risk we assume by providing the Death Benefit
Guarantee feature. See DEATH BENEFIT GUARANTEE, page 10.

d) You may add one or more of several riders to the Contract. Some riders are
charged for separately. If you add such a rider to the basic Contract,
additional charges will be deducted.

e) If an insured is in a substandard risk classification (for example, a
person in a hazardous occupation), additional charges will be deducted.

<PAGE>

SURRENDER CHARGES

(a) An additional sales load is charged if during the first 10 Contract years
the Contract lapses or is surrendered or if the basic insurance amount is
decreased. It is not deducted from the death benefit if the insured should
die during this period. Upon lapse or surrender, for issue ages 76 or less,
this contingent deferred charge will be 26% of the lesser of the target
level premium for the Contract and the actual premiums paid. The rate used
in the calculation of this contingent deferred charge will be 22% for issue
ages 77-79, 16% for issue ages 80-83 and 13% for issue ages 84-85. The rate
used in the calculation of this contingent deferred charge will remain
level for six years. After six years, this charge will reduce monthly at a
constant rate until it reaches zero at the end of the 10th year. If during
the first 10 Contract years the basic insurance amount is decreased
[including as a result of a withdrawal or a change in the type of death
benefit from Type A (fixed) to Type B (variable)], we will deduct a
proportionate amount of the charge from the Contract Fund. The proportion
we use will be the amount by which the new basic insurance amount is less
than the basic insurance amount at issue (but not greater than the amount
of the decrease) divided by the basic insurance amount at issue.

(b) If during the first 10 Contract years the Contract lapses or is surrendered
or if the basic insurance amount is decreased, an administrative charge is
deducted to cover the cost of processing applications, conducting medical
examinations, determining insurability and the insured's rating class, and
establishing records. The charge is equal to the lesser of: (a) $5 per
$1,000 of basic insurance amount; and (b) $500. This charge is level for
six years. After six years, this charge will reduce monthly at a constant
rate until it reaches zero at the end of the 10th year. If the basic
insurance amount is decreased [including as a result of a withdrawal or a
change in the type of death benefit from Type A (fixed) to Type B
(variable)] during the first 10 Contract years, we will deduct a
proportionate amount of the charge from the Contract Fund. The proportion
we use will be the amount by which the new basic insurance amount is less
than the basic insurance amount at issue (but not greater than the amount
of the decrease) divided by the basic insurance amount at issue. Pruco Life
does not expect to make a profit on this charge.

TRANSACTION CHARGES

(a) An administrative processing charge of $10 is made in connection with each
withdrawal. We reserve the right to increase this charge up to $25 for each
withdrawal.

(b) No administrative processing charge is currently being made in connection
with a change in basic insurance amount. We reserve the right to make such
a charge in an amount of up to $25 for any change in basic insurance
amount.

HOW A CONTRACT'S CASH SURRENDER VALUE WILL VARY

You may surrender the Contract for its cash surrender value (referred to as net
cash value in the Contract). The Contract's cash surrender value on any date
will be the Contract Fund less any applicable surrender charges and less any
Contract debt. See CONTRACT LOANS, page 22. The Contract Fund value changes
daily, reflecting increases or decreases in the value of the Series Fund
portfolios in which the assets of the subaccount[s] have been invested, interest
credited on any amounts allocated to the fixed-rate option, interest credited on
any loan, and by the daily asset charge for mortality and expense risks assessed
against the variable investment options. The Contract Fund value also changes to
reflect the receipt of premium payments and the monthly deductions described
under CHARGES AND EXPENSES. Upon request, Pruco Life will tell you the cash
surrender value of your Contract. It is possible for the cash surrender value of
a Contract to decline to zero because of unfavorable investment performance or
outstanding Contract debt.

The tables on pages T1 through T4 of this prospectus illustrate approximately
what the cash surrender values would be for representative Contracts paying
target premium amounts (see PREMIUMS, page 9), assuming hypothetical uniform
investment results in the Series Fund portfolios. Two of the tables assume
current charges will be made throughout the lifetime of the Contract and two
tables assume maximum charges will be made. See ILLUSTRATIONS OF CASH SURRENDER
VALUES, DEATH BENEFITS, AND ACCUMULATED PREMIUMS, page 20.

<PAGE>

HOW A TYPE A (FIXED) CONTRACT'S DEATH BENEFIT WILL VARY

As noted above, there are two types of death benefit available under the
Contract: Type A, a generally fixed death benefit and Type B, a variable death
benefit. A Type B (variable) death benefit varies with investment performance
while a Type A (fixed) death benefit does not, unless it must be increased to
comply with the Internal Revenue Code's definition of life insurance.

Under a Type A (fixed) Contract, the death benefit is generally equal to the
basic insurance amount. See CONTRACT LOANS, page 22. If the Contract is kept in
force for several years, depending on how much premium you pay, and/or if
investment performance is reasonably favorable, the Contract Fund may grow to
the point where Pruco Life will increase the death benefit in order to ensure
that the Contract will satisfy the Internal Revenue Code's definition of life
insurance. Thus, the death benefit under a Type A (fixed) Contract will always
be the greater of: (1) the basic insurance amount; and (2) the Contract Fund
before the deduction of any monthly charges due on that date, multiplied by the
attained age factor that applies. A listing of attained age factors can be found
on the data pages of your Contract. The latter provision ensures that the
Contract will always have a death benefit large enough so that the Contract will
be treated as life insurance for tax purposes under current law.

The following table illustrates at different ages how the attained age factor
affects the death benefit for different Contract Fund amounts. The table assumes
a $250,000 Type A (fixed) Contract was issued when the insured was age 35.

Type A (Fixed) Death Benefit

IF THEN
- --------------------- -------------------------------------
THE THE CONTRACT
THE AND THE ATTAINED FUND AND THE
INSURED CONTRACT AGE MULTIPLIED BY DEATH
IS AGE FUND IS FACTOR THE ATTAINED BENEFIT IS
IS AGE FACTOR IS
- --------- --------- -------- --------------- ----------

40 $ 25,000 3.64 91,000 250,000
40 $ 75,000 3.64 273,000 273,000*
40 $100,000 3.64 364,000 364,000*
60 75,000 1.96 147,000 250,000
60 125,000 1.96 245,000 250,000
60 150,000 1.96 294,000 294,000*
80 150,000 1.28 192,000 $250,000
80 200,000 1.28 256,000 $256,000*
80 225,000 1.28 288,000 $288,000*

* Note that the death benefit has been increased to comply with the Internal
Revenue Code's definition of life insurance.

This means, for example, that if the insured has reached the age of 60, and the
Contract Fund is $150,000, the death benefit will be $294,000, even though the
original basic insurance amount was $250,000. In this situation, for every $1
increase in the Contract Fund, the death benefit will be increased by $1.96. We
reserve the right to refuse to accept any premium payment that increases the
death benefit by more than it increases the Contract Fund. If we exercise this
right, it may in certain situations result in the loss of the death benefit
guarantee.

HOW A TYPE B (VARIABLE) CONTRACT'S DEATH BENEFIT WILL VARY

Under a Type B (variable) Contract, while the Contract is in force, the death
benefit will never be less than the basic insurance amount, but will also vary,
immediately after it is issued, with the investment results of the

<PAGE>

selected investment options. The death benefit may be further increased to
ensure that the Contract will satisfy the Internal Revenue Code's definition of
life insurance. Thus, the death benefit will always be the greater of: (1) the
basic insurance amount plus the Contract Fund; and (2) the Contract Fund before
the deduction of any monthly charges due on that date, multiplied by the
attained age factor that applies. For purposes of computing the death benefit,
if the Contract Fund is less than zero we will consider it to be zero. A listing
of attained age factors can be found on the data pages of your Contract. The
latter provision ensures that the Contract will always have a death benefit
large enough so that the Contract will be treated as life insurance for tax
purposes under current law.

The following table illustrates various attained age factors and Contract Funds
and the corresponding death benefits. The table assumes a $250,000 Type B
(variable) Contract was issued when the insured was age 35.

Type B (Variable) Death Benefit

IF THEN
-------------------- -------------------------------------
THE THE CONTRACT
THE AND THE ATTAINED FUND AND THE
INSURED CONTRACT AGE MULTIPLIED BY DEATH
IS AGE FUND IS FACTOR THE ATTAINED BENEFIT IS
IS AGE FACTOR IS
-------- -------- -------- ------------- ----------
40 $ 25,000 3.64 91,000 $275,000
40 $ 75,000 3.64 273,000 $325,000
40 $100,000 3.64 364,000 $364,000*
60 75,000 1.96 147,000 $325,000
60 125,000 1.96 245,000 $375,000
60 150,000 1.96 294,000 $400,000
80 150,000 1.28 192,000 $400,000
80 200,000 1.28 256,000 $450,000
80 225,000 1.28 288,000 $475,000

* Note that the death benefit has been increased to comply with the Internal
Revenue Code's definition of life insurance.

This means, for example, that if the insured has reached the age of 40, and the
Contract Fund is $100,000, the death benefit will be $364,000, even though the
original basic insurance amount was $250,000. In this situation, for every $1
increase in the Contract Fund, the death benefit will be increased by $3.64. We
reserve the right to refuse to accept any premium payment that increases the
death benefit by more than it increases the Contract Fund. If we exercise this
right, it may in certain situations result in the loss of the death benefit
guarantee.

SURRENDER OF A CONTRACT

A Contract may be surrendered for its cash surrender value while the insured is
living. To surrender a Contract, we may require you to deliver or mail the
Contract with a written request to a Pruco Life Home Office. The cash surrender
value of a surrendered Contract will be determined as of the end of the
valuation period in which such a request is received in the Home Office.
Surrender of a Contract may have tax consequences. See TAX TREATMENT OF CONTRACT
BENEFITS, page 23.

WITHDRAWALS

Under certain circumstances, you may withdraw a portion of the Contract's cash
surrender value without surrendering the Contract. The amount that you may
withdraw is limited by the requirement that the cash surrender value after the
withdrawal may not be zero or less than zero after deducting any charges
associated with the withdrawal. The amount withdrawn must be at least $500.
There is an administrative processing fee of $10 for each withdrawal. Pruco
Life, however, reserves the right to charge up to $25. An amount withdrawn

<PAGE>

may not be repaid except as a premium subject to the applicable charges. Upon
request, we will tell you how much you may withdraw. Withdrawal of the cash
surrender value may have tax consequences. See TAX TREATMENT OF CONTRACT
BENEFITS, page 23.

Whenever a withdrawal is made, the death benefit will immediately be reduced by
at least the amount of the withdrawal. For a Type B (variable) Contract, this
will not change the basic insurance amount. However, under a Type A (fixed)
Contract, the resulting reduction in death benefit usually requires a reduction
in the basic insurance amount. If the basic insurance amount is decreased to an
amount less than the basic insurance amount at issue, a surrender charge may be
deducted. See CHARGES AND EXPENSES, page 13. No withdrawal will be permitted
under a Type A (fixed) Contract if it would result in a basic insurance amount
of less than the minimum basic insurance amount. It is important to note,
however, that if the basic insurance amount is decreased at any time during the
life of the Contract, there is a possibility that the Contract might be
classified as a Modified Endowment Contract. See TAX TREATMENT OF CONTRACT
BENEFITS, page 23. Before making any withdrawal which causes a decrease in basic
insurance amount, you should consult with your tax advisor and your Pruco Life
representative.

When a withdrawal is made, the Contract Fund is reduced by the sum of the cash
withdrawn and the fee for the withdrawal. An amount equal to the reduction in
the Contract Fund will be withdrawn proportionally from the investment options
unless you direct otherwise.

Withdrawal of the cash surrender value increases the risk that the Contract Fund
may be insufficient to provide for benefits under the Contract. If such a
withdrawal is followed by unfavorable investment experience, the Contract may go
into default. Withdrawals may also affect whether a Contract is kept in force
under the Death Benefit Guarantee, since withdrawals decrease the accumulated
net payments. See DEATH BENEFIT GUARANTEE, page 10.

INCREASES IN BASIC INSURANCE AMOUNT

Subject to state approval and subject to the underwriting requirements
determined by Pruco Life, on or after the first Contract anniversary, you may
increase the amount of insurance by increasing the basic insurance amount of the
Contract. The following conditions must be met: (1) you must ask for the change
in a form that meets our needs; (2) the amount of the increase must be at least
equal to the minimum increase in basic insurance amount shown under CONTRACT
LIMITATIONS in the data pages of the Contract; (3) you must prove to us that the
insured is insurable for any increase; (4) the Contract must not be in default;
(5) we must not be paying premiums into the Contract as a result of the
insured's total disability; and (6) if we ask you to do so, you must send us the
Contract to be endorsed.

If we approve the change, we will send you new Contract data pages showing the
amount and effective date of the change and the recomputed charges, values and
limitations. If the insured is not living on the effective date, the change will
not take effect. No administrative processing charge is currently being made in
connection with an increase in basic insurance amount, but we reserve the right
to make such a charge in an amount of up to $25.

Each Contract owner who elects to increase the basic insurance amount of his or
her Contract will receive a "free-look" right which will apply only to the
increase in basic insurance amount, not the entire Contract. This right is
comparable to the right afforded to a purchaser of a new Contract. See
SHORT-TERM CANCELLATION RIGHT OR "FREE LOOK". The "free-look" right would have
to be exercised no later than 45 days after execution of the application for the
increase or, if later, within 10 days after either receipt of the Contract as
increased or receipt of the withdrawal right notice by the owner.

An increase in basic insurance amount may impact the status of the Contract as a
Modified Endowment Contract. See TAX TREATMENT OF CONTRACT BENEFITS, page 23.
Therefore, before increasing the basic insurance amount, you should consult with
your tax advisor and your Pruco Life representative.

DECREASES IN BASIC INSURANCE AMOUNT

As explained earlier, you may make a withdrawal (see WITHDRAWALS, page 17). On
or after the first Contract anniversary, you also have the option of decreasing
the basic insurance amount of your Contract without

<PAGE>

withdrawing any cash surrender value. Contract owners who conclude that, because
of changed circumstances, the amount of insurance is greater than needed will
thus be able to decrease their amount of insurance protection, and the monthly
deductions for the cost of insurance. An administrative processing fee of up to
$25 may be deducted. The basic insurance amount after the decrease must be at
least equal to the minimum basic insurance amount shown under CONTRACT
LIMITATIONS in the data pages of your Contract. If the basic insurance amount is
decreased to an amount less than the basic insurance amount at issue, a
surrender charge may be deducted. No administrative processing charge is
currently being made in connection with a decrease in basic insurance amount,
but we reserve the right to make such a charge in an amount of up to $25. See
CHARGES AND EXPENSES, page 13. If we ask you to, you must send us your Contract
to be endorsed. The Contract will be amended to show the new basic insurance
amount, charges, values in the appropriate tables and the effective date of the
decrease.

We may decline a reduction if we determine it would cause the Contract to fail
to qualify as "life insurance" for purposes of Section 7702 of the Internal
Revenue Code. A decrease will not take effect if the insured is not living on
the effective date.

It is important to note, however, that if the basic insurance amount is
decreased, there is a possibility that the Contract might be classified as a
Modified Endowment Contract. See TAX TREATMENT OF CONTRACT BENEFITS, page 23.
Before requesting any decrease in basic insurance amount, you should consult
with your tax advisor and your Pruco Life representative.

WHEN PROCEEDS ARE PAID

Pruco Life will generally pay any death benefit, cash surrender value, loan
proceeds or withdrawal within 7 days after receipt at a Pruco Life Home Office
of all the documents required for such a payment. Other than the death benefit,
which is determined as of the date of death, the amount will be determined as of
the end of the valuation period in which the necessary documents are received.
However, Pruco Life may delay payment of proceeds from the subaccount[s] and the
variable portion of the death benefit due under the Contract if the disposal or
valuation of the Account's assets is not reasonably practicable because the New
York Stock Exchange is closed for other than a regular holiday or weekend,
trading is restricted by the SEC or the SEC declares that an emergency exists.

With respect to 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 six 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 more than 30 days (or a shorter period if required by
applicable law).

LIVING NEEDS BENEFIT

You may elect to add the LIVING NEEDS BENEFIT(SM) to your Contract at issue,
subject to Pruco Life's receipt of satisfactory evidence of insurability. The
benefit may vary by state. 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.

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. A Pruco Life
representative should be consulted as to whether additional options may be
available.

Terminal Illness Option. This option is available if the insured is diagnosed as
terminally ill with a life expectancy of six 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
(1) elect to receive the benefit in a single sum or (2) receive equal monthly
payments for six months. If the insured dies before all 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.

<PAGE>

Nursing Home Option. This option is available after the insured has been
confined to an eligible nursing home for six months or more. When satisfactory
evidence is provided, including certification by a licensed physician, that the
insured is expected to remain in the nursing home until death, Pruco Life will
provide an accelerated payment of the portion of the death benefit selected by
the Contract owner as a LIVING NEEDS BENEFIT. You may (1) elect to receive the
benefit in a single sum or (2) receive equal monthly payments for a specified
number of years (not more than 10 nor less than 2), depending upon the age of
the insured. If the insured dies before all of the payments have been made, the
present value of the remaining payments will be paid to the beneficiary
designated in the LIVING NEEDS BENEFIT claim form in a single sum.

Subject to state approval, 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.

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 an
eligible Contract owner under a particular Contract, and the effect on the
Contract if less than the entire death benefit is accelerated.

You should consider whether adding this settlement option is appropriate in your
given situation. Adding the LIVING NEEDS BENEFIT to the Contract has no adverse
consequences; however, electing to use it could. You should consult a qualified
tax advisor before electing to receive this benefit. Unlike a death benefit
received by a beneficiary after the death of an insured, receipt of a LIVING
NEEDS BENEFIT payment may give rise to a federal or state income tax. Receipt of
a LIVING NEEDS BENEFIT payment may also affect your eligibility for certain
government benefits or entitlements.

ILLUSTRATIONS OF CASH SURRENDER VALUES, DEATH BENEFITS, AND ACCUMULATED
PREMIUMS

The four tables that follow show how the death benefit and cash surrender values
change with the investment experience of the Account. They are "hypothetical"
because they are based, in part, upon several assumptions, each of which is
described below. All four tables assume that a Contract with a basic insurance
amount of $250,000 has been bought by a 35 year old male, non-smoker, with no
extra risks or substandard ratings, and no extra benefit riders added to the
Contract. It is assumed that the target premium amount (see PREMIUMS, page 9) is
paid on each Contract anniversary and that no loans are taken. The first table
(page T1) assumes that a Type A (fixed) Contract has been purchased and the
second table (page T2) assumes that a Type B (variable) Contract has been
purchased. Both assume that the current charges will continue for the indefinite
future. The third and fourth tables (pages T3 and T4) are based upon the same
assumptions except that it is assumed that the maximum contractual charges have
been made from the beginning. See CHARGES AND EXPENSES, page 13.

Another assumption is that the Contract Fund has been invested in equal amounts
in each of the 10 available portfolios of the Series Fund and no portion of the
Contract Fund has been allocated to the fixed-rate option. Finally, there are
four assumptions, shown separately, about the average investment performance of
the portfolios. The first is that there will be a uniform 0% gross rate of
return, that is, that the average value of the Contract Fund will uniformly be
adversely affected by very unfavorable investment performance. The other three
assumptions are that investment performance will be at a uniform gross annual
rate of 4%, 8% and 12%. These, of course, are unrealistic assumptions since
actual returns will fluctuate from year to year. Nevertheless, these assumptions
help show how the Contract values will change with investment experience.

The first column in the following tables shows the Contract year. The second
column, to provide context, shows what the aggregate amount would be if the
premiums had been invested in a savings account paying 4% compounded interest.
Of course, if that were done, there would be no life insurance protection. The
next four columns show the death benefit payable in each of the years shown for
the four different assumed investment returns. Note that a gross return (as well
as the net return) is shown at the top of each column. The gross return
represents the combined effect of income and capital appreciation of the
portfolios before any reduction is made for investment advisory fees or other
Series Fund expenses. The net return reflects average total annual expenses of
the 10 portfolios of 0.58%, and the daily deduction from the Contract Fund of
0.xx% per year for the tables based on current charges and 0.9% per year for the
tables based on maximum charges. Thus, assuming current charges, gross returns
of 0%, 4%, 8% and 12% are the equivalent of net returns of -x.xx%, x.xx%, x.xx%
and xx.xx% respectively. Assuming maximum charges, gross returns of 0%, 4%, 8%
and 12% are the equivalent of net returns of -1.48%, 2.52%, 6.52% and 10.52%
respectively. The death benefits and

<PAGE>

cash surrender values shown reflect the deduction of all expenses and charges
both from the Series Fund and under the Contract.

Note that under the Type B (variable) Contract the death benefit changes to
reflect investment returns, while under the Type A (fixed) Contract the death
benefit increases only if the Contract Fund becomes sufficiently large that an
increase in the death benefit is necessary in order to ensure that the Contract
will satisfy the Internal Revenue Code's definition of life insurance. See TYPE
OF DEATH BENEFIT, page 8.

Following these illustrations are two pages (pages T5 and T6) showing internal
rates of return (commonly referred to as IRRs) associated with the cash values
and death benefits shown on the preceding four pages. IRRs are often employed by
insurance companies to provide some indication of the rate of return that may be
thought of as earned upon your "investment" in the Contract (the aggregate
premiums paid) if the Contract were surrendered or if the insured was to die.
The IRR on the death benefit is equivalent to an interest rate (without
considering taxes) at which an amount equal to the premiums illustrated on the
preceding pages could have been invested to arrive at the death benefit of the
Contract. The IRR on the cash surrender value is equivalent to an interest rate
(without considering taxes) at which an amount equal to the illustrated premiums
could have been invested to arrive at the cash surrender value of the Contract.
The IRRs on page T5 are based on the Contract values shown on pages T1 and T2.
The IRRs on page T6 are based on the Contract values shown on pages T3 and T4.

If you are considering the purchase of a variable life insurance contract from
another insurance company, you 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, sex, and rating class. You
can obtain an illustration using premium amounts and payment patterns that you
wish to follow. You may use assumed gross returns different than those shown in
the tables, although currently they may not be higher than 12%.

21
<PAGE>

Current illustrations on pages T1 and T2 to be filed
by pre-effective amendment.

T1 and T2

<PAGE>

<TABLE>
VARIABLE UNIVERSAL LIFE
TYPE A (FIXED) DEATH BENEFIT
MALE NON-SMOKER ISSUE AGE 35
$ 250,000 BASIC INSURANCE AMOUNT
$ 2,007.50 ANNUAL PREMIUM PAYMENT
USING MAXIMUM CONTRACTUAL CHARGES

<CAPTION>
Death Benefit (1) Cash Surrender Value (1)
------------------------------------------------------ ----------------------------------------------------
Assuming Hypothetical Gross (and Net) Assuming Hypothetical Gross (and Net)
Premiums Annual Investment Return of Annual Investment Return of
End of Accumulated ------------------------------------------------------ ----------------------------------------------------
Policy at 4% Interest 0% Gross 4% Gross 8% Gross 12% Gross 0% Gross 4% Gross 8% Gross 12% Gross
Year Per Year (-1.48% Net) (2.52% Net) (6.52% Net) (10.52%) Net (-1.48% Net) (2.52% Net) (6.52% Net) (10.52% Net)
- ------ ------------ ------------ ------------ ------------ ------------ ------------ ----------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 $ 2,088 $250,000 $250,000 $250,000 $ 250,000 $ 0 $ 0 $ 54 $ 109
2 $ 4,259 $250,000 $250,000 $250,000 $ 250,000 $ 1,058 $ 1,210 $ 1,366 $ 1,527
3 $ 6,517 $250,000 $250,000 $250,000 $ 250,000 $ 2,126 $ 2,422 $ 2,736 $ 3,067
4 $ 8,866 $250,000 $250,000 $250,000 $ 250,000 $ 3,149 $ 3,636 $ 4,165 $ 4,739
5 $ 11,308 $250,000 $250,000 $250,000 $ 250,000 $ 4,125 $ 4,847 $ 5,654 $ 6,554
6 $ 13,848 $250,000 $250,000 $250,000 $ 250,000 $ 5,048 $ 6,051 $ 7,203 $ 8,522
7 $ 16,490 $250,000 $250,000 $250,000 $ 250,000 $ 6,171 $ 7,499 $ 9,067 $ 10,912
8 $ 19,237 $250,000 $250,000 $250,000 $ 250,000 $ 7,239 $ 8,935 $10,993 $ 13,486
9 $ 22,095 $250,000 $250,000 $250,000 $ 250,000 $ 8,246 $10,352 $12,982 $ 16,258
10 $ 25,066 $250,000 $250,000 $250,000 $ 250,000 $ 9,190 $11,747 $15,034 $ 19,248
15 $ 41,805 $250,000 $250,000 $250,000 $ 250,000 $11,505 $16,886 $24,925 $ 36,924
20 $ 62,171 $250,000 $250,000 $250,000 $ 250,000 $11,206 $20,177 $36,012 $ 63,913
25 $ 86,948 $250,000 $250,000 $250,000 $ 250,000 $ 6,432 $19,318 $47,018 $ 105,704
30 $117,094 $250,000 $250,000 $250,000 $ 302,883 $ 0 $10,172 $55,359 $ 172,093
35 $153,771 $250,000 $250,000 $250,000 $ 424,937 $ 0 $ 0 $55,023 $ 270,661
40 $198,394 $ 0(2) $ 0(2) $250,000 $ 581,208 $ 0(2) $ 0(2) $31,666 $ 412,204
45 $252,685 $ 0 $ 0 $ 0(2) $ 791,776 $ 0 $ 0 $ 0(2) $ 609,059
50 $318,739 $ 0 $ 0 $ 0 $1,072,379 $ 0 $ 0 $ 0 $ 878,999
55 $399,102 $ 0 $ 0 $ 0 $1,441,446 $ 0 $ 0 $ 0 $1,242,626
60 $496,877 $ 0 $ 0 $ 0 $1,938,882 $ 0 $ 0 $ 0 $1,746,741
65 $615,836 $ 0 $ 0 $ 0 $2,508,261 $ 0 $ 0 $ 0 $2,388,820
</TABLE>

(1) Assumes no Contract loan has been made.

(2) Based on a gross return of 0% the Contract fund would go to zero in year
29, but because the Target Premium is being paid, the Contract is kept
inforce through the Limited Death Benefit Guarantee Period of 35 years. The
Contract would be in default at the beginning of year 36.
Based on a gross return of 4% the Contract fund would go to zero in year
33, but because the Target Premium is being paid, the Contract is kept
inforce through the Limited Death Benefit Guarantee Period of 35 years. The
Contract would be in default at the beginning of year 36.
Based on a gross return of 8% the Contract would go into default in year
43.

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 RATE OF
INFLATION. THE DEATH BENEFIT AND CASH SURRENDER VALUE FOR A CONTRACT WOULD BE
DIFFERENT FROM THOSE SHOWN IF THE ACTUAL RATES OF RETURN AVERAGE 0%, 4%, 8%, AND
12% OVER A PERIOD OF YEARS BUT ALSO FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR
INDIVIDUAL CONTRACT YEARS. NO REPRESENTATIONS CAN BE MADE BY PRUCO LIFE OR THE
SERIES FUND THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE
YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.

<PAGE>

<TABLE>
VARIABLE UNIVERSAL LIFE
TYPE B (VARIABLE) DEATH BENEFIT
MALE NON-SMOKER ISSUE AGE 35
$ 250,000 BASIC INSURANCE AMOUNT
$ 2,007.50 ANNUAL PREMIUM PAYMENT
USING MAXIMUM CONTRACTUAL CHARGES

<CAPTION>
Death Benefit (1) Cash Surrender Value (1)
---------------------------------------------------- ----------------------------------------------------
Assuming Hypothetical Gross (and Net) Assuming Hypothetical Gross (and Net)
Premiums Annual Investment Return of Annual Investment Return of
End of Accumulated ---------------------------------------------------- ----------------------------------------------------
Policy at 4% Interest 0% Gross 4% Gross 8% Gross 12% Gross 0% Gross 4% Gross 8% Gross 12% Gross
Year Per Year (-1.48% Net) (2.52% Net) (6.52% Net) (10.52%) Net (-1.48% Net) (2.52% Net) (6.52% Net) (10.52% Net)
- ------ -------------- ------------ ----------- ----------- ------------ ------------ ----------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 $ 2,088 $250,966 $251,020 $251,074 $251,128 $ 0 $ 0 $ 52 $ 106
2 $ 4,259 $252,073 $252,225 $252,381 $252,541 $ 1,051 $ 1,203 $ 1,359 $ 1,519
3 $ 6,517 $253,135 $253,430 $253,742 $254,072 $ 2,113 $ 2,408 $ 2,720 $ 3,050
4 $ 8,866 $254,149 $254,632 $255,158 $255,729 $ 3,127 $ 3,610 $ 4,136 $ 4,707
5 $ 11,308 $255,113 $255,830 $256,631 $257,523 $ 4,091 $ 4,808 $ 5,609 $ 6,501
6 $ 13,848 $256,021 $257,015 $258,155 $259,462 $ 4,999 $ 5,993 $ 7,133 $ 8,440
7 $ 16,490 $256,871 $258,184 $259,733 $261,557 $ 6,104 $ 7,417 $ 8,967 $ 10,791
8 $ 19,237 $257,661 $259,335 $261,365 $263,823 $ 7,150 $ 8,824 $10,854 $ 13,312
9 $ 22,095 $258,388 $260,461 $263,049 $266,271 $ 8,132 $10,206 $12,793 $ 16,016
10 $ 25,066 $259,047 $261,558 $264,783 $268,917 $ 9,047 $11,558 $14,783 $ 18,917
15 $ 41,805 $261,147 $266,340 $274,090 $285,650 $11,147 $16,340 $24,090 $ 35,650
20 $ 62,171 $260,498 $268,909 $283,735 $309,827 $10,498 $18,909 $33,735 $ 59,827
25 $ 86,948 $255,289 $266,759 $291,410 $343,608 $ 5,289 $16,759 $41,410 $ 93,608
30 $117,094 $250,000 $255,842 $292,643 $389,145 $ 0 $ 5,842 $42,643 $139,145
35 $153,771 $ 0(2) $ 0(2) $278,483 $446,881 $ 0(2) $ 0(2) $28,483 $196,881
40 $198,394 $ 0 $ 0 $ 0(2) $513,443 $ 0 $ 0 $ 0(2) $263,443
45 $252,685 $ 0 $ 0 $ 0 $575,801 $ 0 $ 0 $ 0 $325,801
50 $318,739 $ 0 $ 0 $ 0 $609,526 $ 0 $ 0 $ 0 $359,526
55 $399,102 $ 0 $ 0 $ 0 $561,934 $ 0 $ 0 $ 0 $311,934
60 $496,877 $ 0 $ 0 $ 0 $353,721 $ 0 $ 0 $ 0 $103,721
65 $615,836 $ 0 $ 0 $ 0 $ 0(2) $ 0 $ 0 $ 0 $ 0(2)
</TABLE>

(1) Assumes no Contract loan has been made.

(2) Based on a gross return of 0% the Contract fund would go to zero in year
28, but because the Target Premium is being paid, the Contract is kept
inforce through the Limited Death Benefit Guarantee Period of 33 years. The
Contract would be in default at the beginning of year 34.
Based on a gross return of 4% the Contract fund would go to zero in year
32, but because the Target Premium is being paid, the Contract is kept
inforce through the Limited Death Benefit Guarantee Period of 33 years. The
Contract would be in default at the beginning of year 34.
Based on a gross return of 8% the Contract would go into default in policy
year 39. Based on a gross return of 12% the Contract would go into default
in policy year 62.

T4
<PAGE>

Internal Rates of Return using current charges to be filed by
pre-effective amendment.

<PAGE>

<TABLE>
VARIABLE UNIVERSAL LIFE
MALE NON-SMOKER ISSUE AGE 35
$ 250,000 BASIC INSURANCE AMOUNT
$ 2,007.50 ANNUAL PREMIUM PAYMENT
USING MAXIMUM CONTRACTUAL CHARGES

FIXED INSURANCE AMOUNT
<CAPTION>

Internal Rates of Return on Death (1) Internal Rates of Return on Surrender (1)
----------------------------------------------------- ------------------------------------------------------
Assuming Hypothetical Gross (and Net) Assuming Hypothetical Gross (and Net)
Annual Investment Return of Annual Investment Return of
End of ----------------------------------------------------- ------------------------------------------------------
Policy 0% Gross 4% Gross 8% Gross 12% Gross 0% Gross 4% Gross 8% Gross 12% Gross
Year (-1.48% Net) (2.52% Net) (6.52% Net) (10.52%) Net (-1.48% Net) (2.52% Net) (6.52% Net) (10.52% Net)
- ------ ------------ ----------- ----------- ------------ ------------ ----------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
5 135.66% 135.66% 135.66% 135.66% -28.28% -23.34% -18.55% -13.89%
10 44.34% 44.34% 44.34% 44.34% -14.88% -10.03% -5.33% -0.77%
15 23.96% 23.96% 23.96% 23.96% -13.36% -7.65% -2.40% 2.51%
20 15.44% 15.44% 15.44% 15.44% -14.65% -7.14% -1.05% 4.24%
25 10.88% 10.88% 10.88% 10.88% -23.76% -8.47% -0.51% 5.33%
30 (2) 8.09% 8.09% 9.08% (2) -16.42% -0.55% 6.12%
35 (2) 6.24% 8.55% (2) -1.40% 6.59%
40 4.93% 8.13% -5.33% 6.85%
45 (2) 7.82% (2) 6.97%
50 7.58% 7.02%
55 7.39% 7.01%
60 7.24% 7.00%
65 7.04% 6.94%
</TABLE>

(1) Assumes no Contract loan has been made.

(2) Based on a gross return of 0% the Contract would go into default in policy
year 36. Based on a gross return of 4% the Contract would go into default
in policy year 36. Based on a gross return of 8% the Contract would go into
default in policy year 43.

<TABLE>
VARIABLE INSURANCE AMOUNT
<CAPTION>

Internal Rates of Return on Death (1) Internal Rates of Return on Surrender (1)
----------------------------------------------------- ------------------------------------------------------
Assuming Hypothetical Gross (and Net) Assuming Hypothetical Gross (and Net)
Annual Investment Return of Annual Investment Return of
End of ----------------------------------------------------- ------------------------------------------------------
Policy 0% Gross 4% Gross 8% Gross 12% Gross 0% Gross 4% Gross 8% Gross 12% Gross
Year (-1.48% Net) (2.52% Net) (6.52% Net) (10.52%) Net (-1.48% Net) (2.52% Net) (6.52% Net) (10.52% Net)
- ------ ------------ ----------- ----------- ------------ ------------ ----------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
5 136.77% 136.92% 137.09% 137.28% -28.53% -23.59% -18.81% -14.14%
10 44.98% 45.16% 45.38% 45.66% -15.20% -10.35% -5.65% -1.08%
15 24.43% 24.64% 24.95% 25.40% -13.86% -8.12% -2.85% 2.08%
20 15.76% 16.01% 16.43% 17.11% -15.60% -7.89% -1.69% 3.66%
25 11.01% 11.28% 11.83% 12.84% -27.51% -10.01% -1.51% 4.51%
30 (2) 8.21% 8.90% 10.35% (2) -25.57% -2.33% 4.96%
35 (2) 6.72% 8.77% (2) -5.83% 5.15%
40 (2) 7.67% (2) 5.13%
45 6.79% 4.89%
50 5.96% 4.37%
55 4.94% 3.30%
60 3.13% -0.50%
65 (2) (2)
</TABLE>

(1) Assumes no Contract loan has been made.

(2) Based on a gross return of 0% the Contract would go into default in policy
year 34. Based on a gross return of 4% the Contract would go into default
in policy year 34. Based on a gross return of 8% the Contract would go into
default in policy year 39. Based on a gross return of 12% the Contract
would go into default in policy year 62.

<PAGE>

CONTRACT LOANS

You may borrow from Pruco Life an amount up to the current loan value of your
Contract less any existing Contract debt using the Contract as the only security
for the loan. The loan value at any time is equal to the sum of (1) 90% of the
portion of the cash value attributable to the variable investment options, and
(2) the balance of the cash value. The cash value is equal to the Contract Fund
less any surrender charge. A Contract in default has no loan value.

Interest charged on a loan accrues 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 becomes part of the loan and we will charge interest on
it, too. Except in the case of preferred loans, we charge interest at an
effective annual rate of 5%.

A portion of any amount you borrow on or after the tenth Contract anniversary
may be considered a preferred loan. The maximum preferred loan amount is the
total amount you may borrow minus the total net premiums paid (net premiums
equal premiums paid less total withdrawals, if any). If the net premium amount
is less than zero, we will, for purposes of this calculation, consider it to be
zero. Only new loans borrowed after the 10th Contract anniversary may be
considered preferred loans; standard loans will not automatically be converted
into preferred loans. Preferred loans are charged interest at an effective
annual rate of 4.5%.

The term "Contract debt" means the amount of all outstanding loans plus any
interest accrued but not yet due. If at any time the Contract debt equals or
exceeds the Contract Fund less any applicable surrender charges, the Contract
will go into default. See LAPSE AND REINSTATEMENT, page 25. If the Contract debt
equals or exceeds the Contract Fund less any applicable surrender charges and
you fail to keep the Contract in force, the amount of unpaid Contract debt will
be treated as a distribution which may be taxable. See TAX TREATMENT OF CONTRACT
BENEFITS, page 23.

When a loan is made, an amount equal to the loan proceeds will be transferred
out of the Account and/or the fixed-rate option, as applicable. Unless you ask
us to take the loan amount from specific investment options and we agree, the
reduction will be made in the same proportions as the value in each subaccount
and the fixed-rate option bears to the total value of the Contract. While a loan
is outstanding, the amount that was so transferred will continue to be treated
as part of the Contract Fund. It will be credited with an effective annual rate
of return of 4%. On each Monthly date, we will increase the portion of the
Contract Fund in the investment options by interest credits accrued on the loan
since the last Monthly date. The net cost of a standard loan is 1% and the net
cost of a preferred loan is 1/2%.

As long as Contract debt does not equal or exceed the Contract Fund less any
applicable surrender charges, a loan will not affect the Death Benefit
Guarantee. Loans from Modified Endowment Contracts may be treated for tax
purposes as distributions of income. See TAX TREATMENT OF CONTRACT BENEFITS,
page 23.

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. 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.

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
using the investment allocation for future premium payments on file as of the
loan payment date, plus interest credits accrued on the loan since the last
transaction date. We will not increase the portion of the Contract Fund
allocated to the investment options by loan interest that you pay before we make
it part of the loan. We reserve the right to change the manner in which we
allocate loan repayments.

SALE OF THE CONTRACT AND SALES COMMISSIONS

Pruco Securities Corporation ("Prusec"), an indirect wholly-owned subsidiary of
Prudential, acts as the principal underwriter of the Contract. Prusec, organized
in 1971 under New Jersey law, is registered as a broker and

<PAGE>

dealer under the Securities Exchange Act of 1934 and is a member of the National
Association of Securities Dealers, Inc. Prusec's principal business address is
1111 Durham Avenue, South Plainfield, New Jersey 07080. The Contract is sold by
registered representatives of Prusec who are also authorized by state insurance
departments to do so. The Contract may also be sold through other broker-dealers
authorized by Prusec and applicable law to do so. Registered representatives of
such other broker-dealers may be paid on a different basis than described below.

Generally, representatives will receive a commission of no more than 50% of the
premiums received in the first year on premiums up to the target premium (see
PREMIUMS, page 9), no more than 5% of premiums received in years two through 10
on premiums up to the target premium, and no more than 3% on premiums received
in the first 10 years in excess of the target premium or received after 10
years. If the basic insurance amount is increased, representatives will
generally receive a commission of no more than 10% of the premiums received up
to the target premium for the increase for the first 10 years of the increase,
and no more than 3% on other premiums received for the increase. Moreover, trail
commissions of up to 0.025% of the Contract Fund as of the end of each calendar
quarter may be paid. Representatives with less than 4 years of service may
receive compensation on a different basis. Representatives who meet certain
productivity or persistency standards may be eligible for additional
compensation.

Sales expenses in any year are not equal to the deduction for sales load in that
year. Pruco Life expects to recover its total sales expenses over the periods
the Contracts are in effect. To the extent that the sales charges are
insufficient to cover total sales expenses, the sales expenses will be recovered
from Pruco Life's surplus which consists of, among other things, amounts derived
from mortality and expense risk charges.

TAX TREATMENT OF CONTRACT BENEFITS

Each prospective purchaser is urged to consult a qualified tax advisor. The
following discussion is not intended as tax advice, and it is not a complete
statement of what the effect of federal income taxes will be under all
circumstances. Rather, it provides information about how Pruco Life believes the
tax laws apply in the most commonly occurring circumstances. There is no
guarantee, however, that the current federal income tax laws and regulations or
interpretations will not change.

TREATMENT AS LIFE INSURANCE. The Contract will be treated as "life insurance,"
as long as it satisfies certain definitional tests set forth in Sections 7702 of
the Internal Revenue Code (the "Code") and as long as the underlying investments
for the Contract satisfy diversification requirements under Section 817(h) of
the Code. (For further detail on diversification requirements, see DIVIDENDS,
DISTRIBUTIONS, AND TAXES in the attached prospectus for the Series Fund.)

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

However, Section 7702 of the Code which defines life insurance for tax purposes
gives the Secretary of the Treasury authority to prescribe regulations to carry
out the purposes of the Section. In this regard, proposed regulations governing
mortality charges were issued in 1991 and proposed regulations under Sections
101, 7702 and 7702A governing the treatment of life insurance policies that
provide accelerated death benefits were issued in 1992. None of these proposed
regulations has yet been finalized. Additional regulations under Section 7702
may also be promulgated in the future. Moreover, in connection with the issuance
of temporary regulations under Section 817(h), the Treasury Department announced
that such regulations do not provide guidance concerning the extent to which
Contract owners may direct their investments to particular divisions of a
separate account. Such guidance will be included in regulations or rulings under
Section 817(d) relating to the definition of a variable contract.

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

<PAGE>

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

1. A surrender or lapse of the Contract may have tax consequences. Upon
surrender, the owner will not be taxed on the cash surrender value except
for the amount, if any, that exceeds the gross premiums paid less the
untaxed portion of any prior withdrawals. The amount of any unpaid
Contract debt will, upon surrender or lapse, be added to the cash
surrender value and treated, for this purpose, as if it had been received.
Any loss incurred upon surrender is generally not deductible. The tax
consequences of a surrender may differ if the proceeds are received under
any income payment settlement option.

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

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

Loans received under the Contract will ordinarily be treated as
indebtedness of the owner and will not be considered to be distributions
subject to tax. However, there is some risk the Internal Revenue Service
might assert the preferred loan should be treated as a distribution for tax
purposes because of the relatively low differential between the loan
interest rate and Contract's crediting rate. Were the Internal Revenue
Service to take this position, Pruco Life would take reasonable steps to
avoid this result, including modifying the Contract's loan provisions.

2. Some of the above rules are changed if the Contract is classified as a
Modified Endowment Contract under Section 7702A of the Code. It is
possible for this Contract to be classified as a Modified Endowment
Contract under at least two circumstances: premiums in excess of the 7-pay
premiums allowed under Section 7702A are paid or a decrease in the basic
insurance amount is made (or a rider removed). Moreover, the addition of a
rider or the increase in the basic insurance amount after the Contract
date may have an impact on the Contract's status as a Modified Endowment
Contract. Contract owners contemplating any of these steps, particularly a
withdrawal that would reduce the basic insurance amount, should first
consult a qualified tax advisor and their Pruco Life representative.

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

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

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

WITHHOLDING

The taxable portion of any amounts received under the Contract will be subject
to withholding to meet federal income tax obligations, if the Contract owner
fails to elect that no taxes be withheld. Pruco Life will provide the Contract
owner with forms and instructions concerning the right to elect that no taxes be
withheld from the

<PAGE>

taxable portion of any payment. All recipients may be subject to penalties under
the estimated tax payment rules if withholding and estimated tax payments are
not sufficient. Contract owners who do not provide a social security number or
other taxpayer identification number will not be permitted to elect out of
withholding. Special withholding rules apply to payments to non-resident aliens.

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

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

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

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

LAPSE AND REINSTATEMENT

On each Monthly date, we will determine the value of the Contract Fund. If the
Contract Fund less any applicable surrender charges is zero or less, the
Contract is in default unless it remains in force under the Death Benefit
Guarantee. See DEATH BENEFIT GUARANTEE, page 10. If the Contract debt ever grows
to be equal to or more than the Contract Fund less any applicable surrender
charges, the Contract will be in default. Should this happen, Pruco Life will
send you a notice of default setting forth the payment which we estimate will
keep the Contract in force for three months from the date of default. This
payment must be received at a Pruco Life Home Office within the 61-day grace
period after the notice of default is mailed or the Contract will end and have
no value. A Contract that lapses and ends without value with an outstanding
Contract loan may have tax consequences. See TAX TREATMENT OF CONTRACT BENEFITS,
page 23.

A Contract that ended in default may be reinstated within 5 years after the date
of default if the following conditions are met: (1) renewed evidence of
insurability is provided on the insured; (2) submission of certain payments
sufficient to bring the Contract up to date plus a premium that we estimate will
cover all charges and deductions for the next three months; and (3) any Contract
debt with interest to date must be restored (if the debt with interest would
exceed the loan value of the reinstated Contract, the excess must be paid to us
before reinstatement) or paid back. The date of reinstatement will be the
Monthly date that coincides with or next follows the date we approve your
request. All required charges will be deducted from your payment and the balance
will be placed into your Contract Fund. If we approve the reinstatement, we will
credit the Contract Fund with an amount equal to the surrender charge applicable
as of the date of reinstatement.

LEGAL CONSIDERATIONS RELATING TO SEX-DISTINCT PREMIUMS AND BENEFITS

The Contract generally employs mortality tables that distinguish between males
and females. Thus, premiums and benefits under Contracts issued on males and
females of the same age will generally differ. However, in those states that
have adopted regulations prohibiting sex-distinct insurance rates, premiums and
cost of insurance charges will be based on male rates whether the insureds are
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

<PAGE>

Rights Act of 1964 or other applicable law. Pruco Life may offer the Contract
with male 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 prohibiting sex distinct rates for
insurance. Generally, the Contract may not be assigned to an employee benefit
plan or program without Pruco Life's consent. Pruco Life assumes no
responsibility for the validity or sufficiency of any assignment, and we will
not be obligated to comply with any assignment unless we received a copy at one
of our Home Offices.

BENEFICIARY. The beneficiary is designated and named in the application by the
Contract owner. 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 lifetime of
the insured for two years from the Contract date or, with respect to any change
in the Contract that requires Pruco Life's approval and could increase its
liability, after the change has been in effect during the insured's lifetime for
two years from the effective date of the change, assuming enough premium has
been paid to cover the required charges, 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 or both are
incorrect in the Contract, Pruco Life will adjust each benefit and any amount to
be paid, as required by law, to reflect the correct age and sex. Any such
benefit will be based on what the most recent deductions from the Contract Fund
would have provided at the insured's correct age and sex.

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

SUICIDE EXCLUSION. Generally, if the insured, whether sane or insane, dies by
suicide within two years from the Contract date, the Contract will end and Pruco
Life will return the premiums paid, less any Contract debt, and less any
withdrawals. Generally, if the insured, whether sane or insane dies by suicide
after two years from the issue date, but within two years of the effective date
of an increase in the basic insurance amount, we will pay, as to the increase in
amount, no more than the sum of the premiums paid on and after the effective
date of an increase.

RIDERS

Contract owners may be able to obtain extra fixed benefits which may require an
additional premium. These optional insurance benefits will be described in what
is known as a "rider" to the Contract. Charges applicable to the riders will be
deducted from the Contract Fund on each Monthly date.

One rider pays certain premiums into the Contract if the insured is totally
disabled within the meaning of the provision. Others pay an additional amount if
the insured dies within a stated number of years after issue; similar benefits
may be available if the insured's spouse or child should die. The amounts of
these benefits are fully guaranteed at issue; they do not depend on the
performance of the Account, although they will no longer be available if the
Contract should lapse. Certain restrictions may apply; they are clearly
described in the applicable rider.

Any Pruco Life representative authorized to sell the Contract can explain these
extra benefits further. Samples of the provisions are available from Pruco Life
upon written request.

VOTING RIGHTS

As stated above, all of the assets held in the subaccounts of the Account will
be invested in shares of the corresponding portfolios of the Series Fund. Pruco
Life is the legal owner of those shares and as such has the right to vote on any
matter voted on at Series Fund shareholders meetings. However, Pruco Life will,
as required

<PAGE>

by law, vote the shares of the Series Fund at any regular and special
shareholders meetings it is required to hold in accordance with voting
instructions received from Contract owners. The Series Fund will not hold annual
shareholders meetings when not required to do so under Maryland law or the
Investment Company Act of 1940. Series Fund shares for which no timely
instructions from Contract owners are received, and any shares attributable to
general account investments of Pruco Life will be voted in the same proportion
as shares in the respective portfolios for which instructions are received.
Should the applicable federal securities laws or regulations, or their current
interpretation, change so as to permit Pruco Life to vote shares of the Series
Fund in its own right, it may elect to do so.

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

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

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

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, may be required.
Contract owners will be notified of such substitution.

REPORTS TO CONTRACT OWNERS

Once each year you will be sent a statement that provides certain information
pertinent to your own Contract. This statement will detail values and
transactions made and specific Contract data that apply only to your particular
Contract. Currently we intend to provide three quarterly reports (in addition to
the year-end statement) which provide abbreviated information pertinent to your
own Contract.

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

<PAGE>

STATE REGULATION

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

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

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

EXPERTS

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

On March 12, 1996, Deloitte & Touche LLP was dismissed as the independent
accountants of Pruco Life. There have been no disagreements with Deloitte &
Touche LLP on any matter of accounting principles or practices, financial
statement disclosure or auditing scope or procedure which, if not resolved to
the satisfaction of the accountant, would have caused them to make reference to
the matter in their reports.

LITIGATION

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

ADDITIONAL INFORMATION

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

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

FINANCIAL STATEMENTS

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

The Account's assets are segregated from Pruco Life's other assets. Prior to the
date of this prospectus, the Account was only used by Pruco Life's Variable
APPRECIABLE LIFE contracts. The information concerning charges and expenses
outlined in Note 3 of the financial statements of the Account relates only to
Pruco Life Variable APPRECIABLE LIFE contracts; the charges and expenses
associated with the Contract described in this prospectus are different.

<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

WILLIAM M. BETHKE, Director. -- President, Capital Markets Group, Prudential
since 1992; Prior to 1992: President, Prudential Asset Management Company.

IRA J. KLEINMAN, Director. -- Chief Marketing and Product Development Officer,
Prudential Individual Insurance Group since 1995; 1993 to 1995: President,
Prudential Select; Prior to 1993: Senior Vice President of Prudential.

MENDEL A. MELZER, Director. -- Chief Financial Officer, Money Management Group
of Prudential since 1995; 1993 to 1995: Senior Vice President and Chief
Financial Officer of Prudential Preferred Financial Services; Prior to 1993:
Managing Director, The Prudential Investment Corporation.

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; Prior
to 1993: Vice President and Associate Actuary of Prudential.

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; 1993 to 1994: President,
Prudential International Insurance; Prior to 1993: Senior Vice President and
Company Actuary of Prudential.

KIYOFUMI SAKAGUCHI, Director. --

WILLIAM F. YELVERTON, Chairman of the Board and Director. -- Chief Executive
Officer, Prudential Individual Insurance Group since 1995; Prior to 1995: Chief
Executive Officer, New York Life Worldwide.

OFFICERS WHO ARE NOT DIRECTORS

BEVERLY R. BARNEY, Senior Vice President. -- Vice President and Re-Engineering
Officer, Prudential Individual Insurance Group since 1995; 1993 to 1995: Senior
Vice President and Associate Actuary, Prudential Direct; Prior to 1993: Senior
Vice President and Actuary of Pruco Life.

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

C. EDWARD CHAPLIN, Treasurer. -- Vice President and Treasurer of Prudential
since 1995; 1993 to 1995: Managing Director and Assistant Treasurer of
Prudential; 1992 to 1993: Vice President and Assistant Treasurer, Banking and
Cash Management for Prudential; Prior to 1992: Regional Vice President of
Prudential Mortgage Capital Company.

LINDA S. DOUGHERTY, Vice President, Comptroller and Chief Accounting Officer. --
Vice President, Accounting for Prudential.

CLIFFORD E. KIRSCH, Chief Legal Officer. -- Chief Counsel, Variable Products,
Law Department of Prudential since 1995; 1994 to 1995: Associate General Counsel
with Paine Webber; Prior to 1994: Assistant Director in the Division of
Investment Management with the Securities and Exchange Commission.

FRANK MARINO, Senior Vice President. -- Vice President, Policyholder Relations
Department, Prudential Individual Insurance Group since 1996; Prior to 1996:
Senior Vice President, Prudential Mutual Fund Services.

SHIRLEY H. SHAO, Senior Vice President and Chief Actuary. -- Vice President and
Assistant Actuary of Prudential since 1993; Prior to 1993: Executive Vice
President, Pruco Life, Taiwan branch.

MICHAEL R. SHAPIRO, Senior Vice President. -- Vice President, Marketing and
Product Development, Prudential Individual Insurance Group since 1996; Prior to
1996: Senior Vice President, Prudential Select Brokerage.

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

* SUBSIDIARY OF PRUDENTIAL

<PAGE>

Account and Company financial statements to be filed by pre-effective amendment.

<PAGE>

Pruco Life's
Variable Universal Life

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

<PAGE>

PART II

OTHER INFORMATION

<PAGE>

UNDERTAKING TO FILE REPORTS

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

UNDERTAKING WITH RESPECT TO INDEMNIFICATION

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

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

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

The relevant provisions of New Jersey law permitting or requiring
indemnification, New Jersey being the state of organization of The Prudential,
can be found in Section 14A:3-5 of the New Jersey Statutes Annotated. The
relevant provisions of Arizona law, Arizona being the state of organization of
Pruco Life, can be found in Section 10-005 of the Arizona Statutes Annotated.
The text of The Prudential's by-law 26, which relates to indemnification of
officers and directors, is incorporated by reference to Exhibit 1.A.(6)(b) of
Post-Effective Amendment No. 1 to Form S-6, Registration No. 33-61079, filed
April 25, 1996, on behalf of The Prudential Variable Appreciable Account. The
text of Pruco Life's by-laws, Article VIII, which relates to indemnification of
officers and directors, is incorporated by reference to Exhibit 1.A.(6)(b) to
this Registration Statement.

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

II-1

<PAGE>

CONTENTS OF REGISTRATION STATEMENT

THIS REGISTRATION STATEMENT COMPRISES THE FOLLOWING PAPERS AND DOCUMENTS:

The facing sheet.

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

The prospectus consisting of 37 pages.

The undertaking to file reports.

The undertaking with respect to indemnification.

The signatures.

Written consents of the following persons:

None.

THE FOLLOWING EXHIBITS:

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

A.(1) Resolution of Board of Directors of Pruco Life Insurance Company
establishing the Pruco Life Variable Appreciable Account. (Note 1)
(2) Not Applicable.
(3) Distributing Contracts:
(a) Distribution Agreement between Pruco Securities Corporation and
Pruco Life Insurance Company. (Note 1)
(b) Proposed form of Agreement between Pruco Securities Corporation
and independent brokers with respect to the Sale of the
Contracts. (Note 1)
(c) Schedules of Sales Commissions. (Note 5)
(4) Not Applicable.
(5) Variable Universal Life Insurance Contract: (Note 1)
(6) (a) Articles of Incorporation of Pruco Life Insurance Company, as
amended June 14, 1983. (Note 1)
(b) By-laws of Pruco Life Insurance Company, as amended June 14,
1983. (Note 1)
(7) Not Applicable.
(8) Not Applicable.
(9) Not Applicable.
(10) (a) Application Form. (Note 1)
(b) Supplement to the Application. (Note 4)
(11) Form of Notice of Withdrawal Right. (Note 5)
(12) Memorandum describing The Prudential's issuance, transfer, and
redemption procedures for the Contracts pursuant to Rule
6e-3(T)(b)(12)(iii) and method of computing adjustments in payments
and cash surrender values upon conversion to fixed-benefit policies
pursuant to Rule 6e-3(T)(b)(13)(v)(B). (Note 1)
(13) Available Contract Riders and Endorsements:
(a) Rider for Payment of Premium Benefit Upon Insured's Total
Disability. (Note 1)
(b) 10 Year Level Premium Term Rider on Insured. (Note 5)
(c) 10 Year Level Premium Term Rider on Spouse. (Note 5)
(d) Annually Renewable Term Rider on Insured. (Note 5)
(e) Children's Rider. (Note 5)
(f) Living Needs Benefit Rider
(i) for use in Florida. (Note 1)
(ii) for use in all approved jurisdictions except Florida.
(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 5)

4. None.

5. Not Applicable.

II-2

<PAGE>

6. Opinion and Consent of Nancy D. Davis, FSA, MAAA, as to actuarial matters
pertaining to the securities being registered. (Note 5)

7. Pruco Life's representations regarding mortality and expense risks and sales
loads. (Note 5)

8. Powers of Attorney:
(a) Ira J. Kleinman, Esther H. Milnes, I. Edward Price (Note 2)
(b) William F. Yelverton (Note 3)
(c) Linda S. Dougherty, Mendel A. Melzer (Note 1)

27. Financial Data Schedule. (Note 5)

(Note 1) Filed herewith.

(Note 2) Incorporated by reference to Form N-4, Registration No. 33-61125,
filed July 19, 1995, on behalf of the Pruco Life Flexible Premium
Variable Annuity Account.

(Note 3) Incorporated by reference to Pre-Effective Amendment No. 1 to Form
N-4, Registration No. 33-61125, filed November 17, 1995 on behalf of
the Pruco Life Flexible Premium Variable Annuity Account.

(Note 4) Incorporated by reference to Form S-6, Registration No. 33-61079,
filed July 17, 1995 on behalf of The Prudential Variable Appreciable
Account.

(Note 5) To be filed by Pre-Effective Amendment.

II-3

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant, the
Pruco Life Variable Appreciable Account, has duly caused this Registration
Statement to be signed on its behalf by the undersigned thereunto duly
authorized, and its seal hereunto affixed and attested, all in the city of
Newark and the State of New Jersey, on this 2nd day of July, 1996.

(Seal) THE PRUCO LIFE VARIABLE APPRECIABLE ACCOUNT
(Registrant)

By: PRUCO LIFE INSURANCE COMPANY
(Depositor)

Attest: /S/ THOMAS C. CASTANO By: /S/ ESTHER H. MILNES
----------------------------- ---------------------------------
Thomas C. Castano Esther H. Milnes
Assistant Secretary President

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities
indicated on this 2nd day of July, 1996.

SIGNATURE AND TITLE

/S/ *
- -----------------------------------------
Esther H. Milnes
President and Director

/S/ *
- -----------------------------------------
Linda S. Dougherty
Chief Accounting Officer and Comptroller

- -----------------------------------------
William M. Bethke
Director

/S/ * *By: /S/ THOMAS C. CASTANO
- ----------------------------------------- ------------------------------
Ira J. Kleinman Thomas C. Castano
Director (Attorney-in-Fact)

/S/ *
- -----------------------------------------
Mendel A. Melzer
Director

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

- -----------------------------------------
Kiyofumi Sakaguchi
Director

/S/ *
- -----------------------------------------
William F. Yelverton
Director

II-4

<PAGE>

EXHIBIT INDEX

<S> <C> <C>
1.A.(1) Resolution of Board of Directors of Pruco Life Insurance Page II-6
Company establishing the Pruco Life Variable Appreciable
Account.

1.A.(3)(a) Distribution Agreement between Pruco Securities Corporation Page II-8
and Pruco Life Insurance Company.

1.A.(3)(b) Proposed form of Agreement between Pruco Securities Corporation Page II-13
and independent brokers with respect to the Sales of the
Contracts.

1.A.(5) Variable Universal Life Insurance Contract Page II-20

1.A.(6)(a) Articles of Incorporation of Pruco Life Insurance Company, as Page II-49
amended June 14, 1983.

1.A.(6)(b) By-laws of Pruco Life Insurance Company, as amended June 14, 1983. Page II-63

1.A.(10)(a) Application Form. Page II-71

1.A.(12) Memorandum describing The Prudential's issuance, transfer, and Page II-78
redemption procedures for the Contracts pursuant to Rule
6e-3(T)(b)(12)(iii) and method of computing adjustments in
payments and cash surrender values upon conversion to
fixed-benefit policies pursuant to Rule 6e-3(T)(b)(13)(v)(B).

1.A.(13)(a) Rider for Payment of Premium Benefit Upon Insured's Total Page II-88
Disability.

1.A.(13)(f)(i) Living Needs Benefit Rider for use in Florida. Page II-91

1.A.(13)(f)(ii) Living Needs Benefit Rider for use in all approved jurisdictions Page II-94
except Florida.

8.(c) Powers of Attorney: Linda S. Dougherty, Mendel A. Melzer Page II-97

</TABLE>
II-5

Exhibit 1.A.(1)

I, William J. Kelly as the undersigned, Assistant Secretary of PRUCO LIFE
INSURANCE COMPANY, do hereby certify that the following is a true copy of a
resolution duly adopted by Written Unanimous consent of the Executive Committee
of the Board of Directors of said Company on the 13th day of January, 1984 and
that the said resolution is in full force and effect at this date:

R-263 ESTABLISHMENT OF SEPARATE ACCOUNT

RESOLVED, that the Company hereby establishes, pursuant to Section
20-651 of the Arizona Insurance Code, a variable contract account to be
designated initially as the "Pruco Life Variable Appreciable Account"
(hereinafter in these resolutions referred to as the ("Account"); and

FURTHER RESOLVED, that the Company shall receive and hold in the
Account amounts arising from (i) purchase payments received made pursuant
to certain Variable Appreciable Life Insurance Contracts ("Variable
Contracts") of the Company sold as part of its Variable Appreciable Life
Insurance Program ("Program") and (ii) such assets of the Company as the
proper officers of the Company may deem prudent and appropriate to have
invested in the same manner as the assets applicable to its reserve
liability under Variable Contracts and lodged in the Account, and such
amounts and the dividends, interest and gains produced thereby shall be
invested and reinvested, subject to the rights of the holders of such
Variable Contracts, in shares of the Pruco Life Series Fund, Inc., an
open-end diversified management investment company of the series type, at
the net asset value of such shares at the time of acquisition; and

FURTHER RESOLVED, that the Account shall be registered as a unit
investment trust under the Investment Company Act of 1940, and that the
proper officers of the Company be and they hereby are authorized to sign
and file, or cause to be filed, with the Securities and Exchange Commission
a registration statement, on behalf of the Account, as registrant, under
the Investment Company Act of 1940 ("Investment Company Act Registration"),
and to sign and file, or cause to be filed, an application, including any
amendments thereto, for an order under Section 6(c) of the Investment
Company Act of 1940 for such exemptions from the provisions of that Act as
may be necessary or desirable ("Investment Company Act Application"); and

FURTHER RESOLVED, that the Company shall as part of its Program sell
Variable Contracts on a variable basis and that the proper officers of the
Company be and they hereby are authorized to sign and file, or cause to be
filed, with the Securities and Exchange Commission, on behalf of the
Company, as issuer, a registration statement, including the financial
statements and schedules, exhibits and form of prospectus required as a
part thereof, for the registration of the offering and sale of such
Variable Contracts, to the extent

II-6

<PAGE>

they represent participating interests in the Account, under the Securities
Act of 1933 ("Securities Act Registration") and to pay the registration
fees required in connection therewith; and

FURTHER RESOLVED, that the proper officers of the Company are
authorized and directed to sign and file, or cause to be filed, such
amendment or amendments of such Investment Company Act Registration,
Investment Company Act Application and Securities Act Registration as they
may find necessary or advisable from time to time; and

FURTHER RESOLVED, that the signature of any director or officer
required by law to affix his signature to such Investment Company Act
Registration, Investment Company Act Application and Securities Act
Registration, or to any amendment thereof, may be affixed by said director
or officer personally, or by an attorney-in-fact duly constituted in
writing by said director or officer to sign his name thereto; and

FURTHER RESOLVED, that the Senior Vice President and General Counsel of
the Company is appointed agent of the Company to receive any and all
notices and communications from the Securities and Exchange Commission
relating to such Investment Company Act Registration, Investment Company
Act Application and Securities Act Registration and any and all amendments
thereof; and

FURTHER RESOLVED, that the proper officers of the Company be and they
hereby are authorized to take whatever steps may be necessary or desirable
to comply with such of the laws and regulations of the several states as
may be applicable to the Company's Program; and

FURTHER RESOLVED, that the proper officers of the Company be and they
hereby are authorized, in the name and on behalf of the Company, to execute
and deliver such corporate documents and certificates and to take such
further action as may be necessary or desirable, including, but not limited
to, the payment of applicable fees, in order to effectuate the purposes of
the foregoing resolutions or any of them.

February 6, 1984

WILLIAM KELLY
-----------------------------
Assistant Secretary

SEAL

II-7

Exhibit 1.A.(3)(a)

DISTRIBUTION AGREEMENT

AGREEMENT made this _____ day of ____________, 1996, by and between Pruco
Life Insurance Company, an Arizona corporation ("Company"), on its own behalf
and on behalf of the Pruco Life Variable Appreciable Account ("Account"), and
Pruco Securities Corporation, a New Jersey corporation ("Distributor").

WITNESSETH:

WHEREAS, the Company has established and maintains the Account, a separate
investment account, pursuant to the laws of Arizona for the purpose of selling
variable universal life insurance contracts ("Contracts"), to commence after the
effectiveness of the Registration Statement relating thereto filed with the
Securities and Exchange Commission on Form S-6 pursuant to the Securities Act of
1933, as amended (the "1933 Act"); and

WHEREAS, the Account will be registered as a unit investment trust under
the Investment Company Act of 1940 (the "1940 Act"); and

WHEREAS, Distributor is registered as a broker-dealer under the Securities
Exchange Act of 1934 (the "Securities Exchange Act") and is a member of the
National Association of Securities Dealers, Inc. ("NASD"); and

WHEREAS, the Company and the Distributor wish to enter into an agreement to
have the Distributor act as the Company's principal underwriter for the sale of
the Contracts through the Account;

NOW, THEREFORE, the parties agree as follows:

1. APPOINTMENT OF THE DISTRIBUTOR

The Company agrees that during the term of this Agreement it will take
all action which is required to cause the Contracts to comply as an insurance
product and a registered security with all applicable federal and state laws and
regulations. The Company appoints the Distributor and the Distributor agrees to
act as the principal underwriter for the sale of Contracts to the public, during
the term of this Agreement, in each state and other jurisdictions in which such
Contracts may lawfully be sold. Distributor shall offer the Contracts for sale
and distribution at premium rates set by the Company. Applications for the
Contracts shall be solicited only by representatives duly and appropriately
licensed or otherwise qualified for the sale of such Contracts in each state or
other jurisdiction. Company shall undertake to appoint Distributor's qualified
representatives as life insurance agents of Company. Completed applications for
Contracts shall be transmitted directly to the Company for acceptance or
rejection in accordance with underwriting rules established by the Company.
Initial premium payments under the Contracts shall be made by check payable to
the Company and shall be held at all times by Distributor or its representatives
in a fiduciary capacity and remitted promptly to the Company. Anything in this
Agreement to the contrary notwithstanding, the Company retains the ultimate
right to control the sale of the Contracts and to appoint and discharge life
insurance agents of the Company. The Distributor shall be held to the exercise
of reasonable care in carrying out the provisions of the Agreement.

II-8

<PAGE>

2. SALES AGREEMENTS

Distributor is hereby authorized to enter into separate written
agreements, on such terms and conditions as Distributor may determine not
inconsistent with this Agreement, with one or more organizations which agree to
participate in the distribution of Contracts. Such organizations (hereafter
"Broker") shall be both registered as a broker/dealer under the Securities
Exchange Act and a member of NASD. Broker and its agents or representatives
soliciting applications for Contracts shall be duly and appropriately licensed,
registered or otherwise qualified for the sale of such Contracts (and the riders
and other policies offered in connection therewith) under the insurance laws and
any applicable blue-sky laws of each state or other jurisdiction in which the
Company is licensed to sell the Contracts.

Distributor shall have the responsibility for ensuring that Broker
supervises its representatives. Broker shall assume any legal responsibilities
of Company for the acts, commissions or defalcations of such representatives
insofar as they relate to the sale of the Contracts. Applications for Contracts
solicited by such Broker through its agents or representatives shall be
transmitted directly to the Company, and if received by Distributor, shall be
forwarded to Company. All premium payments under the Contracts shall be made by
check to Company and, if received by Distributor, shall be held at all times in
a fiduciary capacity and remitted promptly to Company.

3. LIFE INSURANCE LICENSING

Company shall be responsible for insuring that Brokers are duly
qualified, under the insurance laws of the applicable jurisdictions, to sell the
Contracts.

4. SUITABILITY

Company wishes to ensure that Contracts sold by Distributor will be
issued to purchasers for whom the Contract will be suitable. Distributor shall
take reasonable steps to ensure that the various representatives appointed by it
shall not make recommendations to an applicant to purchase a Contract in the
absence of reasonable grounds to believe that the purchase of the Contract is
suitable for such applicant. While not limited to the following, a determination
of suitability shall be based on information furnished to a representative after
reasonable inquiry of such applicant concerning the applicant's insurance and
investment objectives, financial situation and needs, and the likelihood that
the applicant will continue to make the premium payments contemplated by the
Contracts.

5. PROMOTION MATERIALS

Company shall have the responsibility for furnishing to Distributor and
its representatives sales promotion materials and individual sales proposals
related to the sale of the Contracts. Distributor shall not use any such
materials that have not been approved by Company.

II-9

<PAGE>

6. COMPENSATION

Company shall arrange for the payment of commissions directly to those
registered representatives of Distributor who are entitled thereto in connection
with the sale of the Contracts on behalf of Distributor, in the amounts and on
such terms and conditions as Company and Distributor shall determine; provided
that such terms, conditions and commissions shall be as are set forth in or as
are not inconsistent with the Prospectus included as part of the Registration
Statement for the Contracts and effective under the 1933 Act.

Company shall arrange for the payment of commissions directly to those
Brokers who sell Contracts under agreements entered into pursuant to paragraph
2. hereof, in amounts as may be agreed to by the Company and specified in such
written agreements.

Company shall reimburse Distributor for the costs and expenses incurred
by Distributor in furnishing or obtaining the services, materials and supplies
required by the terms of the Agreement in the initial sales efforts and the
continuing obligations hereunder.

7. RECORDS

Distributor shall have the responsibility for maintaining the records
of representatives licensed, registered and otherwise qualified to sell the
Contracts. Distributor shall maintain such other records as are required of it
by applicable laws and regulations. The books, accounts and records of Company,
the Account and Distributor shall be maintained so as to clearly and accurately
disclose the nature and details of the transactions. All records maintained by
the Distributor in connection with this Agreement shall be the property of the
Company and shall be returned to the Company upon termination of this Agreement,
free from any claims or retention of rights by the Distributor. The Distributor
shall keep confidential any information obtained pursuant to this Agreement and
shall disclose such information, only if the Company has authorized such
disclosure, or if such disclosure is expressly required by applicable federal or
state regulatory authorities.

II-10

<PAGE>

8. INVESTIGATION AND PROCEEDING

(a) Distributor and Company agree to cooperate fully in any insurance
regulatory investigation or proceeding or judicial proceeding arising in
connection with the Contracts distributed under this Agreement. Distributor and
Company further agree to cooperate fully in any securities regulatory
investigation or proceeding or judicial proceeding with respect to Company,
Distributor, their affiliates and their agents or representatives to the extent
that such investigation or proceeding is in connection with Contracts
distributed under this Agreement. The Distributor shall furnish applicable
federal and state regulatory authorities with any information or reports in
connection with its services under this Agreement which such authorities may
request in order to ascertain whether the Company's operations are being
conducted in a manner consistent with any applicable law or regulations.

(b) In the case of a substantive customer complaint, Distributor and
Company will cooperate in investigating such complaint and any response to such
complaint will be sent to the other party to this Agreement for approval not
less than five business days prior to its being sent to the customer or
regulatory authority, except that if more prompt response is required, the
proposed response shall be communicated by telephone or telegraph.

9. TERMINATION

This Agreement shall terminate automatically upon its assignment
without the prior written consent of both parties. This Agreement may be
terminated at any time by either party on 60 days' written notice to the other
party, without the payment of any penalty. Upon termination of this Agreement
all authorizations, rights and obligations shall cease except the obligation to
settle accounts hereunder, including commissions on premiums subsequently
received for Contracts in effect at times of termination, and the agreements
contained in paragraph 8. hereof.

10. REGULATION

This Agreement shall be subject to the provisions of the 1940 Act and
the Securities Exchange Act of the rules, regulations, and rulings thereunder
and of the applicable rules and regulations of the NASD, from time to time in
effect, and the terms hereof shall be interpreted and construed in accordance
therewith.

11. SEVERABILITY

If any provision of this Agreement shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of this Agreement
shall not be affected thereby.

II-11

<PAGE>

12. APPLICABLE LAW

This Agreement shall be construed and enforced in accordance with and
governed by the laws of the State of Arizona.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.

PRUCO LIFE INSURANCE COMPANY

By __________________________

PRUCO SECURITIES CORPORATION

By __________________________

II-12

Exhibit 1.A.(3)(b)

SELECTED BROKER AGREEMENT

AGREEMENT dated __________________, by and between Pruco Securities
Corporation (Distributor), a New Jersey corporation and __________________
(Broker), a ___________________ corporation.

WITNESSETH:

In consideration of the mutual promises contained herein, the parties
hereto agree as follows:

A. DEFINITIONS

(1) Contracts - Variable life insurance contracts and/or variable annuity
contracts described in Schedule A attached hereto which may be issued
and issued by any one of Pruco Life Insurance Company, Pruco Life
Insurance Company of New Jersey or The Prudential Insurance Company of
America (hereinafter collectively called the "Company") and for which
Distributor has been appointed the principal underwriter pursuant to
Distribution Agreements, copies of which have been furnished to Broker.

(2) Accounts - Separate accounts established and maintained by Company
pursuant to the laws of Arizona or New Jersey, as applicable, to fund
the benefits under the Contracts.

(3) The Prudential Series Fund, Inc., or the Fund - An open-end management
investment company registered under the 1940 Act, shares of which are
sold to the Accounts in connection with the sale of the Contracts.

(4) Registration Statement - The registration statements and amendments
thereto relating to the Contracts, the Accounts, and the Fund,
including financial statements and all exhibits.

(5) Prospectus - The prospectuses included within the registration
Statements referred to herein.

(6) 1933 Act - The Securities Act of 1933, as amended.

(7) 1934 Act - The Securities Exchange Act of 1934, as amended.

(8) SEC - The Securities and Exchange Commission.

B. AGREEMENTS OF DISTRIBUTOR

(1) Pursuant to the authority delegated to it by Company, Distributor
hereby authorizes Broker during the term of this Agreement to solicit
applications for Contracts from eligible persons provided that there is
an effective Registration Statement relating to such Contracts and
provided further that Broker has been notified by Distributor that the
Contracts are qualified for sale under all applicable securities and
insurance laws of the state or jurisdiction in which the application
will be solicited. In connection with the solicitation of applications
for Contracts, Broker is hereby authorized to offer riders that are
available with the Contracts in accordance with instructions furnished
by Distributor or Company.

(2) Distributor, during the term of this Agreement, will notify Broker of
the issuance by the SEC of any stop order with respect to the
Registration Statement or any amendments thereto or

II-13

<PAGE>

the initiation of any proceedings for that purpose or for any other
purpose relating to the registration and/or offering of the Contracts
and of any other action or circumstance that may prevent the lawful
sale of the contract in any state or jurisdiction.

(3) During the term of this Agreement, Distributor shall advise Broker of
any amendment to the Registration Statement or any amendment or
supplement to any Prospectus.

C. AGREEMENTS OF BROKER

(1) It is understood and agreed that Broker is a registered broker/dealer
under the 1934 Act and a member of the National Association of
Securities Dealers, Inc. and that the agents or representatives of
Broker who will be soliciting applications for the Contracts also will
be duly registered representatives of Broker.

(2) Commencing at such time as Distributor and Broker shall agree upon,
Broker agrees to use its best efforts to find purchasers for the
contract acceptable to Company. In meeting its obligation to use its
best efforts to solicit applications for Contracts, Broker shall,
during the term of this Agreement, engage in the following activities:

(a) Continuously utilize training, sales and promotional materials
which have been approved by Company;

(b) Establish and implement reasonable procedures for periodic
inspection and supervision of sales practices of its agents or
representatives and submit periodic reports to Distributor as may
be requested on the results of such inspections and the
compliance with such procedures.

(c) Broker shall take reasonable steps to ensure that the various
representatives appointed by it shall not make recommendations to
an applicant to purchase a Contract in the absence of reasonable
grounds to believe that the purchase of the Contract is suitable
for such applicant. While not limited to the following, a
determination of suitability shall be based on information
furnished to a representative after reasonable inquiry of such
applicant concerning the applicant's insurance and investment
objectives, financial situation and needs, and the likelihood
that the applicant will continue to make the premium payments
contemplated by the Contract.

(3) All payments for Contracts collected by agents or representatives of
Broker shall be held at all times in a fiduciary capacity and shall be
remitted promptly in full together with such applications, forms and
other required documentation to an office of the company designated by
Distributor. Checks or money orders in payment of initial premiums
shall be drawn to the order of the applicable one of "Pruco Life
Insurance Company", (for contracts issued by Pruco Life Insurance
Company and/or Pruco Life Insurance Company of New Jersey) or "The
Prudential Insurance Company of America". Broker acknowledges that the
Company retains the ultimate right to control the sale of the Contracts
and that the Distributor or Company shall have the unconditional right
to reject, in whole or part, any application for the contract. In the
event Company or Distributor rejects an application, Company
immediately will return all payments directly to the purchaser and
Broker will be notified of such action. In the event that any purchaser
of a Contract elects to return such Contract pursuant to Rule 6e-
2(b)(13)(viii) of the 1940 Act, the purchaser will receive a refund of
any premium payments, plus or minus any change due to investment
performance in the value of the invested portion of such premiums;
however, if applicable state law so requires, the purchaser who
exercises his short-term cancellation right will receive a refund of
all payments made, unadjusted for investment experience prior to the
cancellation. The Broker will be notified of any such action.

II-14

<PAGE>

(4) Broker shall act as an independent contractor, and nothing herein
contained shall constitute Broker, its agents or representatives, or
any employees thereof as employees of Company or Distributor in
connection with the solicitation of applications for Contracts. Broker,
its agents or representatives, and its employees shall not hold
themselves out to be employees of Company or Distributor in this
connection or in any dealings with the public.

(5) Broker agrees that any material it develops, approves or uses for
sales, training, explanatory or other purposes in connection with the
solicitation of applications for Contracts hereunder (other than
generic advertising materials which do not make specific reference to
the Contracts) will not be used without the prior written consent of
Distributor and, where appropriate, the endorsement of Company to be
obtained by Distributor.

(6) Solicitation and other activities by Broker shall be undertaken only in
accordance with applicable laws and regulations. No agent or
representative of Broker shall solicit applications for the Contracts
until duly licensed and appointed by Company as a life insurance and
variable contract broker or agent of Company in the appropriate states
or other jurisdictions. Broker shall ensure that such agents or
representatives fulfill any training requirements necessary to be
licensed. Broker understands and acknowledges that neither it nor its
agents or representatives is authorized by Distributor or Company to
give any information or make any representation in connection with this
Agreement or the offering of the Contracts other than those contained
in the Prospectus or other solicitation material authorized in writing
by Distributor or Company.

(7) Broker shall not have authority on behalf of Distributor or Company to:
make, alter or discharge any Contract or other form; waive any
forfeiture, extend the time of paying any premium; receive any monies
or premiums due, or to become due, to Company, except as set forth in
Section C(3) of this Agreement. Broker shall not expend, nor contract
for the expenditure of the funds of Distributor, nor shall Broker
possess or exercise any authority on behalf of Broker by this
Agreement.

(8) Broker shall have the responsibility for maintaining the records of its
representatives licensed, registered and otherwise qualified to sell
the Contracts. Broker shall maintain such other records as are required
of it by applicable laws and regulations. The books, accounts and
records of Company, the Account, Distributor and Broker relating to the
sale of the Contracts shall be maintained so as to clearly and
accurately disclose the nature and details of the transactions. All
records maintained by the Broker in connection with this Agreement
shall be the property of the Company and shall be returned to the
Company upon termination of rights by the Broker. Nothing in this
Section C(8) shall be interpreted to prevent the Broker from retaining
copies of any such records which the Broker, in its discretion, deems
necessary or desirable to keep. The Broker shall keep confidential any
information obtained pursuant to this Agreement and shall disclose such
information, only if the Company has authorized such disclosure, or if
such disclosure is expressly required by applicable federal or state
regulatory authorities.

D. COMPENSATION

(1) Pursuant to the Distribution Agreement between Distributor and Company,
Distributor shall cause Company to arrange for the payment of
commissions to Broker as compensation for the sale of each contract
sold by an agent or representative of Broker. The amount of such
compensation shall be based on a schedule to be determined by agreement
of Company, Distributor and Broker. Company shall identify to Broker
with each such payment the name of the agent or representative of
Broker who solicited each Contract covered by the payment.

II-15

<PAGE>

(2) Neither Broker nor any of its agents or representatives shall have any
right to withhold or deduct any part of any premium it shall receive
for purposes of payment of commission or otherwise. Neither Broker nor
any of its agents or representatives shall have an interest in any
compensation paid by Company to Distributor, now or hereafter, in
connection with the sale of any Contracts hereunder.

E. USE OF INSURANCE AGENCY AFFILIATE OF BROKER

It is understood and agreed that the registered representatives of
Broker engaged in the offer and sale of the Contracts may be employed by
(____________), an affiliate of Broker which is licensed as an insurance
agency (hereinafter referred to as "Insurance Agency Affiliate"), and whose
shareholders, officers, and employees are "associated persons" of Broker
within the meaning of Section 3(a)(18) of the 1934 Act. It is further
understood and agreed that records relating to sales of Contracts by such
employees may be maintained by Insurance Company Affiliate. It is further
understood and agreed that commissions payable under this agreement shall, if
broker so directs, be paid to Insurance Agency Affiliate. Broker agrees that,
if the Contracts are sold through Insurance Agency affiliate:

(1) Broker will retain full responsibility for compliance with the
requirements of the 1933 Act and the 1934 Act, and will continue to
perform all obligations set forth in Section C above.

(2) Any books and records maintained by Insurance Agency Affiliate will be
deemed, for purposes of the 1934 Act, to be books and records of Broker
and will conform to the requirements of Section 17(a) of the 1934 Act
and the rules thereunder. The manner in which the books and records of
Broker and Insurance Agency Affiliate are made and maintained will
permit supervisory personnel of Broker as well as authorized examiners
of the SEC or of another appropriate governmental agency or
self-regulatory organization to review data concerning transactions in
the Contracts effected through Insurance Agency Affiliate to the same
extent as if such transactions had been effected through Broker itself.
This may be accomplished either through maintaining one set of books
and records for Broker and Insurance Agency Affiliate or by maintaining
separate sets of books and records with adequate integration, through
cross-referencing or otherwise, between records maintained by Broker
and those maintained by Insurance Agency Affiliate.

(3) Any receipt by Insurance Agency Affiliate of commissions for the sale
of the Contracts, and any payment by Insurance Agency Affiliate of
commissions for the sale of the Contracts to its sales personnel, will
be reflected in the FOCUS reports filed by Broker pursuant to Section
17(a) of the 1934 Act and the rules thereunder and in its fee
assessment reports filed with the National Association of Securities
Dealers, Inc.

(4) All premiums derived from the sale of the Contract through Insurance
Agency Affiliate will be sent directly to the Company by Insurance
Agency Affiliate customers or will be sent by them to Broker for
forwarding to the Company. Insurance Agency Affiliate will not receive
or accumulate customer funds nor will it receive or maintain custody of
customer securities.

F. COMPLAINTS AND INVESTIGATIONS

(1) Broker and Distributor jointly agree to cooperate fully in any
insurance regulatory investigation or proceeding or judicial proceeding
arising in connection with the Contracts marketed under this Agreement.
Broker and Distributor further agree to cooperate fully in any
securities regulatory investigation or proceeding or judicial
proceeding with respect to Broker, Distributor, their affiliates and
their agents or representatives to the extent that such investigation
or proceeding is in connection with Contract marketed under this
Agreement. Broker shall furnish applicable federal and state regulatory
authorities with any information or

II-16

<PAGE>

reports in connection with its services under this Agreement which such
authorities may request in order to ascertain whether the Company's
operations are being conducted in a manner consistent with any
applicable law or regulation.

G. TERM OF AGREEMENT

(1) This Agreement shall continue in force for one year from its effective
date and thereafter shall automatically be renewed every year for a
further one year period; provided that either party may unilaterally
terminate this Agreement upon thirty (30) days' written notice to the
other party of its intention to do so.

(2) Upon termination of this Agreement, all authorizations, rights and
obligations shall cease except (a) the agreements contained in Section
F hereof; (b) the indemnity set forth in Section H hereof; and (c) the
obligation to settle accounts hereunder, including commission payments
on premiums subsequently received for Contracts in effect at the time
of termination or issued pursuant to applications received by Broker
prior to termination.

H. INDEMNITY

(1) Broker shall be held to the exercise of reasonable care in carrying out
the provision of this Agreement.

(2) Distributor agrees to indemnify and hold harmless Broker and each
officer or director of Broker against any losses, claims, damages or
liabilities, joint or several, to which Broker or such officer or
director become subject, under the 1933 Act or otherwise, insofar as
such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon any untrue statement or alleged
untrue statement of material fact, required to be stated therein or
necessary to make the statements therein not misleading, contained in
any Registration Statement or any post-effective amendment thereof or
in the Prospectus or any amendment or supplement to the Prospectus, or
any sales literature provided by the Company or by the Distributor.

(3) Broker agrees to indemnify and hold harmless Company and Distributor
and each of their current and former directors and officers and each
person, if any, who controls or has controlled Company or Distributor
within the meaning of the 1933 Act or the 1934 Act, against any losses,
claims, damages or liabilities to which Company or Distributor and any
such director or officer or controlling person may become subject,
under the 1933 Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or
are based upon:

(a) Any unauthorized use of sales materials or any verbal or written
misrepresentations or any unlawful sales practices concerning the
Contracts by Brokers; or

(b) Claims by agents or representatives or employees of Broker for
commissions, service fees, development allowances or other
compensation or renumeration of any type;

(c) The failure of Broker, its officers, employees, or agents to
comply with the provisions of this Agreement; and Broker will
reimburse Company and Distributor and any director or officer or
controlling person of either for any legal or other expenses
reasonably incurred by Company, Distributor, or such director,
officer of controlling person in connection with investigating or
defending any such loss, claims, damage, liability or action.
This indemnity agreement will be in addition to any liability
which Broker may otherwise have.

II-17

<PAGE>

I. ASSIGNABILITY

This Agreement shall not be assigned by either party without the written
consent of the other.

J. GOVERNING LAW

This Agreement shall be governed by and Construed in accordance with the laws
of the State of New Jersey.

In Witness Whereof, the parties hereto have caused this Agreement to be duly
executed as of the day and year first above written.

PRUCO SECURITIES CORPORATION
(Distributor)

By: _________________________
President

_____________________________
(Broker)

By: _________________________

II-18

<PAGE>

SELECTED BROKER AGREEMENT
SCHEDULE A

The following policies are the Contracts as defined in the Agreement made and
effective ________________, 19__, between Pruco Securities Corporation and
_____________________.

PRUCO LIFE INSURANCE COMPANY

VARIABLE UNIVERSAL LIFE
(Flexible Premium Variable Life Policy)

II-19

EXHIBIT 1.A.(5)

Pruco Life Insurance Company
Phoenix, Arizona 85014
A Stock Company Subsidiary of
The Prudential Insurance Company of America

Insured Policy Number
Contract Date

Agency

Flexible Premium Variable Life Insurance Policy. Insurance payable only upon
death. Cash values reflect premium payments, investment results, and charges.
Non-participating.

We will promptly pay the beneficiary the death benefit described under the Death
Benefit provision of this contract if we receive due proof that the Insured
died. We make this promise subject to all the provisions of this contract.

The amount and duration of the death benefit may be fixed or variable,
depending on the payment of premiums, the investment experience of the variable
investment options, any interest credited to the fixed investment options, and
the charges made.

The cash value may increase or decrease daily, depending on the payment of
premiums, the investment experience of the variable investment options, any
interest credited to the fixed investment options, and the charges made. There
is no guaranteed minimum cash value.

If there is ever a question about this contract, please see a Pruco Life
Insurance Company representative or contact one of our offices.

Right to Cancel Contract.--You may return this contract to us within 10 days
after you receive it. 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
and we will return your money in accordance with applicable law.

Signed for Pruco Life Insurance Company,
an Arizona Corporation.

Secretary President

PLEASE READ YOUR POLICY CAREFULLY; it is a legal contract between you and
Pruco Life Insurance Company.

II-20

<PAGE>

GUIDE TO CONTENTS

Page
----
CONTRACT DATA ............................................................ 3
Insured's Information; Rating Class; Basic contract Information;
Type of Death Benefit; Life Insurance on the Insured; Minimum
Initial Premium; Contract Limitations; Other Benefits (if applicable);
Adjustments to Premium Payments; Adjustments to the Contract Fund;
Schedule of Maximum Surrender Charges; Monthly Deductions from the
Contract Fund for Other Benefits (if applicable); Investment Options;
Variable Investment Options; Fixed Investment Option; Schedule of
Initial Allocation of Invested Premium Amounts

TABLE OF DEATH BENEFIT GUARANTEE VALUES .................................. 4

TABLE OF MAXIMUM MONTHLY INSURANCE RATES PER $1000 ...................... 4A

TABLE OF ATTAINED AGE FACTORS ............................................ 4B&4C

Definitions .............................................................. 5

The Contract ............................................................. 5
Entire Contract; Contract Modifications; Incontestability

OWNERSHIP ................................................................ 6

DEATH BENEFIT PROVISIONS ................................................. 6&7
Death Benefit; Additional Death Benefits; Method of Payment; Suicide
Exclusion; Interest on Death Benefit

CHANGE IN BASIC INSURANCE AMOUNT ......................................... 7

CHANGING THE TYPE OF DEATH BENEFIT ....................................... 8

BENEFICIARY .............................................................. 9

PREMIUM PAYMENT .......................................................... 10
Payment of Premiums; Invested Premium Amount; Crediting the Initial
Premium Payment; Allocations

CONTRACT FUND ............................................................ 10
Cash Value; Net Cash Value; Coverage Amount

DEFAULT .................................................................. 11
Excess Contract Debt default; Cash Value Default; Notice of Default

DEATH BENEFIT GUARANTEE .................................................. 11
Death Benefit Guarantee; Guarantee Values

REINSTATEMENT ............................................................. 12

SEPARATE ACCOUNT ......................................................... 13
Separate Account; Variable Investments; Separate Account Investments

FIXED INVESTMENTS ........................................................ 13

Page 2

II-21
<PAGE>

Page
----
TRANSFERS ................................................................ 14
Class One Investments; Class Two Investments; Class Three Investments

SURRENDER ................................................................ 14

WITHDRAWALS .............................................................. 15
Effect on Contract Fund; Effect on Basic Insurance Amount

LOANS .................................................................... 16
Loan Value; Contract Debt; Loan Requirements; Interest Charge; Preferred
Loan; Maximum Preferred Loan Amount; Effect on Contract Fund

GENERAL PROVISIONS ....................................................... 17
Annual Report; Payment of Death Claim; Misstatement of Age or Sex;
Assignment; Change in Plan; Factors Subject to Change; Non-Participating;
Applicable Tax Law

BASIS OF COMPUTATION ..................................................... 18
Mortality Basis and Interest Rate; Minimum Legal Values

SETTLEMENT OPTIONS ....................................................... 19
Options Described; Interest Rate

SETTLEMENT OPTIONS TABLES ................................................ 20

A copy of the application and any riders or endorsements
can be found at the end of the contract.

Page 2A

II-22

<PAGE>

CONTRACT DATA

INSURED

JOHN DOE Male, Issue Age 35

RATING CLASS

Select Standard

BASIC CONTRACT INFORMATION

Policy Number xx xxx xx
Contract Date January 1, 1997
Premium Period Life of the Insured
Beneficiary See Beneficiary Provision attached

TYPE OF DEATH BENEFIT (see Death Benefit Provisions)

Type A

LIFE INSURANCE ON THE INSURED (as of the Contract Date)

Basic Insurance Amount
$500,000.00

MINIMUM INITIAL PREMIUM

The minimum initial premium due on the Contract Date is $xx,xxx.xx.

CONTRACT LIMITATIONS

The minimum premium we will accept is $25.00.

The minimum basic insurance amount is $250,000.00.
The minimum increase in basic insurance amount is $10,000.00.
The minimum decrease in basic insurance amount is $10,000.00.

The minimum amount you may withdraw is $500.00.
The minimum amount you may borrow is $200.00.

The Surrender Charge Threshold is $500,000.00

CONTRACT DATA CONTINUED ON NEXT PAGE

Page 3 (97)

II-23

<PAGE>

POLICY NO. XX XXX XXX

CONTRACT DATA CONTINUED

ADJUSTMENTS TO PREMIUM PAYMENTS

From each premium paid we will:

SUBTRACT a charge of up to 7.5% for any taxes attributable to premiums.
For purposes of this charge, the term "taxes attributable to premiums"
shall include: (a) any federal, state or local income tax, (b) any
premium, excise, or business tax, and (c) any other type of tax (or
component thereof) measured by or based upon the amount of premium
received by us.

SUBTRACT a charge for sales expenses at a rate of up to 4% of the
premium(s) paid.

The remainder of the premium is the invested premium amount.

ADJUSTMENTS TO THE CONTRACT FUND

On the Contract Date the contract fund is equal to the invested premium
amount credited on that date, MINUS any of the charges described below
which may be due on that date.

On each day after the contract date, we will adjust the contract fund by:

ADDING any invested premium amounts.

ADDING any increase due to investment results of the variable investment
options.

ADDING guaranteed interest at an effective annual rate of 4% (0.01074598%
a day) on that portion of the contract fund that is not in a variable
investment option.

ADDING any excess interest on that portion of the contract fund that is
in a fixed interest rate investment option.

SUBTRACTING any decrease due to investment results of the variable
investment options.

CONTRACT DATA CONTINUED ON NEXT PAGE

Page 3A (97)

II-24

<PAGE>

POLICY NO. XX XXX XXX

CONTRACT DATA CONTINUED

SUBTRACTING a charge against the variable investment options at an
effective annual rate of not more than 0.90% (.00245475% a day) for
mortality and expense risks that we assume.

SUBTRACTING any withdrawals.

SUBTRACTING an administrative charge of up to $25.00 for any withdrawals.

SUBTRACTING an administrative charge of up to $25.00 for any change in
basic insurance amount.

SUBTRACTING an administrative charge of up to $25.00 for each transfer
between investment options exceeding twelve in any contract year.

SUBTRACTING any surrender charges that may result from a withdrawal,
surrender, or reduction in the basic insurance amount.

And on each monthly date, we will adjust the contract fund by:

SUBTRACTING a charge for the cost of insurance of up to the maximum
monthly rate (see Table of Maximum Monthly Insurance Rates) multiplied by
the coverage amount divided by $1000. The coverage amount is equal to the
death benefit (See Death Benefit) minus the value of the contract fund.

SUBTRACTING a charge for administrative expenses of up to $x.xx plus
$x.xx per $1000 of the basic insurance amount within the first contract
year.

SUBTRACTING a charge for administrative expenses of up to $x.xx plus
$x.xx per $1000 of the basic insurance amount after the first contract
year.

CONTRACT DATA CONTINUED ON NEXT PAGE

Page 3B (97)

II-25

<PAGE>

POLICY NO. XX XXX XXX

CONTRACT DATA CONTINUED

SUBTRACTING any charge for extra rating class.

SUBTRACTING a charge of up to $0.01 per $1000 of the basic insurance
amount to guarantee the minimum death benefit.

SUBTRACTING a deduction for the cost of any other benefits.

SCHEDULE OF MAXIMUM SURRENDER CHARGES

For a full surrender at the beginning of the contract year indicated, the
maximum charge we will deduct from the contract fund is shown below. For a
full surrender at other times, the surrender charge will reflect the
completed contract months that have passed since the last anniversary.

FOR A SURRENDER OCCURRING
AT THE START OF THE MAXIMUM SURRENDER
CONTRACT YEAR CHARGE IS
----------------------- ----------------------
1 $xxx.xx
2 $xxx.xx
3 $xxx.xx
4 $xxx.xx
5 $xxx.xx
6 $xxx.xx
7 $xxx.xx
8 $xxx.xx
9 $xxx.xx
10 $xxx.xx
11 and later 0.00

We may also deduct a surrender charge when you change the basic insurance
amount or the type of death benefit, and when you make a withdrawal. (See
Change In Basic Insurance Amount, Changing The Type Of Death Benefit, and
Withdrawals.)

CONTRACT DATA CONTINUED ON NEXT PAGE

Page 3C (97)

II-26

<PAGE>

POLICY NO. XX XXX XXX

CONTRACT DATA CONTINUED

INVESTMENT OPTIONS

THE PRUCO LIFE VARIABLE APPRECIABLE ACCOUNT

Each investment option of this separate account invests in a specific
portfolio of Prudential Series Fund, Inc. We show the available variable
investment options of the account below. They invest in Series Fund
portfolios with the same names. This separate account is registered with
the SEC under the Investment Company Act of 1940.

These are Class One investments as described under Transfers.

VARIABLE INVESTMENT OPTIONS

Money Market
Diversified Bond
Conservative Balanced
Flexible Managed
High Yield Bond
Stock Index
Equity Income
Equity
Prudential Jennison
Global

FIXED INTEREST RATE INVESTMENT OPTION

The fixed interest rate investment option is funded by the general account
of the company. It is described in the Fixed Investments provision of this
contract. This is a Class Two investment as described under Transfers.

INITIAL ALLOCATION OF INVESTED PREMIUM AMOUNTS

Fixed Interest Rate 40%
Money Market 60%

END OF CONTRACT DATA

Page 3D (97)

II-27

<PAGE>

POLICY NO. XX XXX XX

TABLE(S)

TABLE OF DEATH BENEFIT GUARANTEE VALUES

These values are used to determine the death benefit guarantee as described
under Death Benefit Guarantee. The values on contract anniversaries are shown
below. On a date that falls between two anniversaries, the value will fall
between the values for those anniversaries considering the time that has passed
since the last anniversary.

The Limited Death Benefit Guarantee period is the first XX contract years.

LIMITED LIFETIME
CONTRACT DEATH BENEFIT DEATH BENEFIT
ANNIVERSARY GUARANTEE VALUE GUARANTEE VALUE
----------- --------------- ---------------
Contract Date $0
1st $xxx,xxx.xx $xxx,xxx.xx
2nd $xxx,xxx.xx
3rd $xxx,xxx.xx
4th
5th

6th
7th
8th
9th
10th
11th

TABLE(S) CONTINUED ON NEXT PAGE

Page 4 (97)

II-28

<PAGE>

POLICY NO. XX XXX XXX

TABLE(S) CONTINUED

TABLE OF MAXIMUM MONTHLY INSURANCE RATES PER $1,000

CONTRACT MAXIMUM CONTRACT MAXIMUM
YEAR MONTHLY RATE YEAR MONTHLY RATE
-------- ------------ -------- ------------
1 $xx.xx 14 $xx.xx
2 $xx.xx 15 $xx.xx
3 16
4 17
5 18

6 19
7 20
8 21
9 22
10 23

11 24
12 25
13

We may charge less than the maximum monthly rates. At least once every five
years, but not more often than once a year, we will consider the need to change
the rates we charge. We describe the factors we use to determine such changes
under General Provisions.

See the Basis of Computation for a description of the basis we use to compute
these rates.

TABLE(S) CONTINUED ON NEXT PAGE

Page 4A (97)

II-29

<PAGE>

POLICY NO. XX XXX XXX

TABLE(S) CONTINUED

TABLE OF ATTAINED AGE FACTORS

These factors are used to determine your death benefit as described under Death
Benefit Provisions. These factors apply during each contract year starting on
the contract anniversary.

INSURED'S INSURED'S
ATTAINED AGE FACTORS ATTAINED AGE FACTORS
------------ ------- ------------ -------
35 x.xx 65 x.xx
36 66
37 67
38 68
39 69

40 70
41 71
42 72
43 73
44 74

45 75
46 76
47 77
48 78
49 79

50 80
51 81
52 82
53 83
54 84

55 85
56 86
57 87
58 88
59 89

60 90
61 91
62 92
63 93
64 94

TABLE(S) CONTINUED ON NEXT PAGE

Page 4B (97)

II-30

<PAGE>

POLICY NO. XX XXX XXX

TABLE(S) CONTINUED

INSURED'S INSURED'S
ATTAINED AGE FACTORS ATTAINED AGE FACTORS
------------ ------- ------------ -------
95 x.xx 98 x.xx
96 99
97 100 and above 1.00

END OF TABLE(S)

Page 4C (97)

II-31

<PAGE>

DEFINITIONS

We, our and us.--Pruco Life Insurance Company.

You and your.--The owner(s) of the contract.

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

SEC.--The Securities and Exchange Commission.

Issue Date.--The contract date shown on the first
page.

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

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

Monthly Date.--The contract date and the same day as
the contract date in each later month.

Contract Month.--A month that starts on a monthly date.

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 Insured's issue age
near the top of page 3.

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

THE CONTRACT

Entire Contract This policy and any attached copy of an application,
including an application requesting a change, from the
entire contract. We assume that all statements in an
application are made to the best of the knowledge and
belief of the person(s) who make them; in the absence
of fraud, they are deemed to be representations and not
warranties. We rely on those statements when we issue
the contract and when we change it. We will not use any
statement, unless made in an application, to try to
void the contract, to contest a change, or to deny a
claim.

Contract Modifications Only a Pruco Life Insurance Company officer with the
rank or title of vice president may agree to modify
this contract, and then only in writing.

Incontestability Except as we state in the next sentence, we will not
contest this contract after it has been in force during
the Insured's lifetime for two years from the issue
date. The exceptions are: (1) non-payment of enough
premium to pay the required charges; and (2) any change
in the contract that requires our approval and that
would increase our liability. For any such change, we
will not contest the change after it has been in effect
for two years during the lifetime of the Insured

Page 5
II-32
<PAGE>

OWNERSHIP

Unless a different owner is named in the application,
the owner of the contract is the Insured. If a
different owner is named, we will show that owner in an
endorsement to the contract. This ownership arrangement
will remain in effect unless you ask us to change it.

If you wish to change the ownership of the contract,
your request must be in a form that meets our needs.
The change will take effect only when we file the
request; this will be after you send us the contract,
if we require it to issue an endorsement. Then any
previous owner's interest will end as of the date of
the request, even if the Insured is not living when we
file the request.

While the Insured is living, the owner, with no one
else's consent, is entitled to any contract benefit and
value, and to the exercise of any right and privilege
granted by the contract or by us.

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

DEATH BENEFIT PROVISIONS

We will pay a benefit (described below) to the
beneficiary at the Insured's death if this contract is
in force at the time of that death; that is, if it has
not been surrendered and it is not in default past the
grace period.

If the contract is not in default, the amount we will
pay will be the death benefit determined as of the date
of the Insured's death reduced by any contract debt
(described under Loans).

If the contract is in default, and the Insured's death
occurs in the grace period (described under Default),
we will pay the death benefit reduced by any contract
debt and the amount needed to pay charges through the
date of death.

If the Insured's death occurs past the grace period, no
death benefit is payable.

Death Benefit This contract has either a Type A or Type B death
benefit. We show the type of death benefit that applies
to this contract under Type of Death Benefit in the
contract data pages.

If this contract has a Type A death benefit, the death
benefit on any date is equal to the greater of: (1) the
basic insurance amount, and (2) the contract fund
before deduction of any monthly charges due on that
date, multiplied by the attained age factor that
applies.

If this contract has a Type B death benefit, the death
benefit on any date is equal to the greater of: (1) the
basic insurance amount plus the contract fund before
deduction of any monthly charges due on that date, and
(2) the contract fund before deduction of any monthly
charges due on that date, multiplied by the attained
age factor that applies.

For the purposes of computing the death benefit, if the
contract fund is less than zero we will consider it to
be zero. Your basic insurance amount and attained age
factors are shown in the contract data pages.

Additional Death This contract may provide additional benefits, which
Benefits may be payable on an Insured's death. If it does, they
will be listed on a contract data page, and a form
describing the benefit will be included in this
contract. Any such benefit will be payable only if the
contract is not in default past the grace period at the
time of the death.

Method of Payment You may choose to have any death benefit paid in a
single sum or under one of the optional modes of
settlement shown in the Settlement Options provision.

Page 6
II-33
<PAGE>

Suicide Exclusion If the Insured, whether sane or insane, dies by suicide
within two years from the issue date, this contract
will end and we will return the premiums paid, less any
contract debt, and less any withdrawals.

If the Insured, whether sane or insane, dies by suicide
after two years from the issue date but within two
years of the effective date of an increase in the basic
insurance amount, we will pay, as to the increase in
amount, no more than the sum of the premiums paid on
and after the effective date of the increase.

Interest on Death Any death benefit described above will be credited with
Benefits interest from the date of death in accordance with
applicable laws.

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

CHANGE IN BASIC INSURANCE AMOUNT

You may change the basic insurance amount. You may do
so subject to our approval and all these conditions and
the paragraphs that follow:

1. You must ask for the change in a form that meets our
needs.

2. The amount of an increase or decrease must be at
least equal to the minimum increase or decrease in
basic insurance amount shown under Contract
Limitations in the contract data pages.

3. The basic insurance amount after the decrease must
be at least equal to the minimum basic insurance
amount shown under Contract Limitations in the
contract data pages.

4. If we ask you to do so, you must send us the
contract to be endorsed.

5. You must prove to us that the Insured is insurable
for any increase.

6. The contract must not be in default.

7. Any request for a change must be made on or after
the first contract anniversary.

8. We must not be paying premiums into the contract as
a result of the Insured's total disability.

We show under Contract Limitations a Surrender Charge
Threshold. If you decrease your basic insurance amount
to an amount equal to or greater than this threshold,
we will not impose a surrender charge. If you decrease
your basic insurance amount below this threshold, we
will subtract the new basic insurance amount from the
threshold amount. We will then multiply the surrender
charge (see Schedule of Maximum Surrender Charges) by
the lesser of this difference and the amount of the
decrease and divide by the threshold amount. The result
is the maximum surrender charge we will deduct from the
contract fund as a result of this transaction.

We may decline the change if we determine it would
cause the contract to fail to qualify as life insurance
under the applicable tax law. A change will take effect
only if we approve your request for it at our Home
Office and will take effect on the date we approve it.
If we approve the change, we will also recompute the
contract's charges, values and limitations. A change in
the basic insurance amount may also affect the amount
of any extra benefits this contract might have. We will
send you new contract data pages showing the amount and
effective date of the change and the recomputed
charges, values and limitations. If the Insured is not
living on the effective date, the change will not take
effect. We may deduct the administrative charge (shown
under Adjustments to the Contract Fund) for the change.

Page 7
II-34
<PAGE>

CHANGING THE TYPE OF DEATH BENEFIT

This contract has either a Type A or Type B death
benefit (see Death Benefit). Subject to our approval,
you may change the type of death benefit after the
first contract year. If you do so, we will adjust the
basic insurance amount so that the death benefit
immediately after the change will remain the same as
the death benefit immediately before the change.

If you are changing from a Type B to a Type A death
benefit, we will increase the basic insurance amount by
the amount in your contract fund on the date the change
takes effect.

If you are changing from a Type A to a Type B death
benefit, we will reduce the basic insurance amount by
the amount in your contract fund on the date the change
takes effect. The basic insurance amount after the
decrease must be at least equal to the minimum basic
insurance amount, which we show under Contract
Limitations in the contract data pages.

We show under Contract Limitations a Surrender Charge
Threshold. If we decrease your basic insurance amount
to an amount equal to or greater than this threshold,
we will not impose a surrender charge. If we decrease
your basic insurance amount below this threshold, we
will subtract the new basic insurance amount from the
threshold amount. We will then multiply the surrender
charge (see Schedule of Maximum Surrender Charges) by
the lesser of this difference and the amount of the
decrease and divide by the threshold amount. The result
is the maximum surrender charge we will deduct from the
contract fund as a result of this transaction.

A change in the type of death benefit will take effect
only if we approve your request at our Home Office. If
we approve the change, we will recompute the contract's
charges, values and limitations shown in the contract
data pages. The change will take effect on the monthly
date that coincides with or next follows the date we
approve your request. We will send you new contract
data pages showing the amount and effective date of the
change in basic insurance amount and the recomputed
charges, values and limitations.

Your request for a change must be in a form that meets
our needs. We may require you to send us this contract
before we make the change.

Page 8
II-35
<PAGE>

BENEFICIARY

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

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.

Before we make a payment, we have the right to decide
what proof we need of the identity, age, or 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 9
II-36

<PAGE>

PREMIUM PAYMENT

Payment of Premiums The minimum initial premium shown in the contract data
pages is due on or before the contract date. There is
no insurance under this contract until that premium is
paid. We may require an additional premium if
adjustments to premium payments plus any contract fund
charges due on or before the payment date exceed the
minimum initial premium.

Subject to the limitations below, additional premiums
may be paid at any time during the Insured's lifetime
as long as the contract is not in default beyond the
grace period. Premiums may be paid at one of our
offices or to one of our authorized representatives. We
will give a signed receipt upon request. The minimum
premium we will accept is shown on a contract data
page. We have the right to refuse to accept a premium
payment that would in our opinion cause this contract
to fail to qualify as life insurance under applicable
tax law. We also have the right to refuse to accept any
payment that increases the death benefit by more than
it increases the contract fund.

Invested Premium The invested premium amount is the portion of each
premium you pay that we add to the contract fund. It is
equal to the premium paid minus the adjustments to
premium payments shown on a contract data page.

Crediting the Initial If we receive the first premium payment on or before
Premium Payment the contract date, we will credit the invested premium
amount to the contract fund on the contract date.

If we receive the first premium payment after the
contract date, we will credit the premium amount to the
contract fund on the payment date.

Allocations You may allocate all or a part of your invested premium
amount to one or more of the investment options listed
in the contract data pages. You may choose to allocate
nothing to a particular investment option. You may not
choose a fractional percentage.

The initial allocation of invested premium amounts is
shown on a contract data page. You may change the
allocation for future invested premium amounts at any
time if the contract is not in default. To change your
allocation, simply notify us in a form that meets our
needs. The change will take effect on the date we
receive your notice; we will send you a confirmation of
the transaction.

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

CONTRACT FUND

When you make your first premium payment, the invested
premium amount, less any charges due on or before that
day, becomes your contract fund. Amounts are added and
subtracted from the contract fund as shown under
Adjustments to the Contract Fund in the contract data
pages. The amount in your contract fund is used to pay
charges under this contract and will determine, in
part, whether this contract will remain in force or go
into default. The contract fund value is also used to
determine your loan and surrender values, the amount
you may withdraw, and the death benefit.

Cash Value The cash value at any time is the contract fund less
any surrender charge.

Net Cash Value The net cash value at any time is the cash value less
any contract debt.

If the contract is in default, the net cash value is
zero.

Coverage Amount The coverage amount is used to determine the cost of
insurance as described under Adjustments to the
Contract Fund. It is equal to the death benefit (see
Death Benefit) minus the value of the contract fund.

Page 10
II-37

<PAGE>

DEFAULT

Excess Contract Debt If contract debt ever grows to be equal to or more than
Default the cash value, the contract will have excess contract
debt and will be in default.

Cash Value Default On each monthly date, we will determine the cash value.
If the cash value is greater than zero and the contract
has no excess contract debt, the contract will remain
in force until the next monthly date. If the cash value
is zero or less, the contract is in default unless it
remains in force under the Death Benefit Guarantee.

Notice of Default If the contract is in default, we will mail you a
notice stating the amount we will need to keep the
contract in force. That amount will equal a premium
which we estimate will keep the contract in force for
three months from the date of default. We grant a
61-day grace period from the date we mail the notice to
pay this charge. The contract will remain in force
during this period. If that amount is not paid to us by
the end of the 61-day grace period, the contract will
end and have no value.

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

DEATH BENEFIT GUARANTEE

Death Benefit On each monthly date while the contract is in force, we
Guarantee will:

1. Accumulate premium payments at 4% annual interest;
and

2. Accumulate any withdrawal amounts at 4% annual
interest.

We then subtract amount 2 from amount 1 and compare the
result to the values shown in or derived from the Table
of Death Benefit Guarantee Values for such monthly
date. If the result is equal to or greater than the
appropriate value and the contract has no excess
contract debt, the contract will remain in force until
the next monthly date. If the result is less than the
appropriate value and any of the events described under
Default have occurred, the contract is in default as
described under Default.

Guarantee Values We show the Limited Death Benefit Guarantee Period
under the Table of Death Benefit Guarantee Values in
the contract data pages. When the monthly date occurs
within this period, we use the values shown in or
derived from the Limited Death Benefit Guarantee Value
column to determine if the contract will remain in
force until the next monthly date. When the monthly
date occurs after this period, we use the values shown
in or derived from the Lifetime Death Benefit Guarantee
Value column to determine if the contract will remain
in force until the next monthly date.

Page 11
II-38

<PAGE>

REINSTATEMENT

If this contract ends without value, as described under
Default, you may reinstate it. The following conditions
must be satisfied:

1. The contract must not have been in default for more
than 5 years.

2. You must prove to us that the Insured is insurable
for the contract.

3. You must pay us a charge equal to: (a) an amount, if
any, required to bring the cash value to zero on the
date the contract went into default, plus (b) the
deductions from the contract fund during the grace
period following the date of default, plus (c) a
premium that we estimate will be sufficient after
administrative charges to cover the deductions from
the contract fund for three monthly dates starting
on the date of reinstatement.

4. Any contract debt (with interest to date at the
rate(s) we set for loans as we state under Loans)
must be restored or paid back. If that debt with
interest would exceed the loan value of the
reinstated contract, the excess must be paid to us
before reinstatement.

The date of reinstatement will be the beginning of the
contract month that coincides with or next follows the
date we approve your request. We will deduct all
required charges from your payment and put the balance
in your contract fund. If we approve the reinstatement,
we will credit the contract fund with a refund of that
part of any surrender charge deducted at the time of
default which would have been charged if the contract
were surrendered immediately after reinstatement.

Page 12
II-39

<PAGE>

SEPARATE ACCOUNT

Separate Account The words "separate account", when we use them in this
contract without qualification, mean any separate
account we establish to support variable life insurance
contracts like this one. We list the separate accounts
available to you in the contract data pages. We may
establish additional separate accounts. We will notify
you within one year if we do so.

Variable Investments A separate account may offer one or more variable
investment options. We list them in the contract data
pages. We may establish additional variable investment
options. We will notify you within one year if we do
so. We may also eliminate existing variable investment
options, but only with the consent of the SEC and,
where required, of the insurance regulator of our state
of domicile and/or where this contract is delivered.

Income and realized and unrealized gains and losses
from assets in each variable investment option are
credited to, or charged against, that variable
investment option. This is without regard to income,
gains, or losses in other investment options.

Separate Account We may invest the assets of different separate accounts
in different ways. But we will do so only with the
consent of the SEC and, where required, of the
insurance regulator of our state of domicile and/or
where this contract is delivered.

We will always keep assets in the separate accounts
with a total value at least equal to the amount of the
variable investment options under contracts like this
one. To the extent those assets do not exceed that
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 that amount in
any way we choose.

We will determine the value of the assets in each
separate account and any investment option on each day
the New York Stock Exchange is open for business.

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

FIXED INVESTMENTS

We list any fixed investment option available to you in
the contract data pages. We may establish additional
fixed investment options. We will notify you within one
year if we do so. You may allocate all or part of your
invested premium amount to an available fixed
investment option. As stated under Adjustments to the
Contract Fund, we credit fixed investment options with
guaranteed interest and we may credit them with excess
interest.

Page 13
II-40

<PAGE>

TRANSFERS

You have the right to transfer amounts into or out of
investment options up to twelve times in each contract
year without charge if the contract is not in default,
subject to certain restrictions depending on an
investment's class. We may charge for additional
transfers in any contract year as we state under
Adjustments to the Contract Fund. The investment class
for each investment is shown under Investment Options
in the contract data pages. To make a transfer, you
must ask us in a form that meets our needs. Unless
otherwise restricted, the transfer will take effect on
the date we receive your notice at our Home Office.

Class One Investments You may transfer amounts into or out of these
investments.

Class Two Investments You may transfer amounts into these investments.
Transfers out of these investments may be made only
with our consent.

Class Three Transfers into or out of these investments may be made
Investments only with our consent.

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

SURRENDER

You may surrender this contract for its net cash value
(see Contract Fund). To do so, you must ask us in a
form that meets our needs. We may require you to send
us the contract.

We will usually pay any net cash value within seven
days after we receive your request and the contract (if
we require it) at our Home Office. But we have the
right to postpone paying you the part of the net cash
value that is to come from any variable investment
option provided by a separate account registered under
the Investment Company Act of 1940 if: (1) the New York
Stock Exchange is closed; or (2) the SEC requires that
trading be restricted or declares an emergency. We have
the right to postpone paying you the remainder for up
to six months. If we do so for more than thirty days,
we will pay interest at the rate of 3% a year.

Page 14
II-41
<PAGE>

WITHDRAWALS

You may make withdrawals from the contract subject to
all these conditions and the paragraph that follows:

1. You must ask for the withdrawal in a form that meets
our needs.

2. The net cash value after withdrawal may not be less
than or equal to zero after deducting any charges
associated with the withdrawal

3. You may not withdraw less than the minimum amount
shown under Contract Limitations.

4. The basic insurance amount after withdrawals must be
at least equal to the minimum basic insurance amount
shown under Contract Limitations.

Any amount withdrawn may not be repaid except as a
premium subject to charges.

Effect on Contract We will reduce your contract fund on the date we
Fund approve your request by the withdrawal amount and any
charges listed under Adjustments to the Contract Fund.
Unless you request otherwise and we agree, we will take
any withdrawal proportionately from all investment
options that apply to the contract.

We may charge an administrative fee as stated under
Adjustments to the Contract Fund.

Effect on Basic If you have a Type B death benefit, withdrawals will
Insurance Amount not affect the basic insurance amount.

If you have a Type A death benefit and the withdrawal
would cause the coverage amount (see Contract Fund) to
increase, we will reduce the basic insurance amount
and, consequently, your death benefit to offset this
increase. The reduction in the basic insurance amount
will never be more than the withdrawal amount. If we
reduce the basic insurance amount, we will recompute
the contract's charges, values and limitations. We will
send you new contract data pages showing these changes.

We will usually pay any withdrawal amount within seven
days after we receive your request and the contract (if
we require it) at our Home Office. But we have the
right to postpone paying you the part of the net cash
value that is to come from any variable investment
option provided by a separate account registered under
the Investment Company Act of 1940 if: (1) the New York
Stock Exchange is closed; or (2) the SEC requires that
trading be restricted or declares an emergency. We have
the right to postpone paying you the remainder for up
to six months. If we do so for more than thirty days,
we will pay interest at the rate of 3% a year.

Page 15
II-42
<PAGE>

LOANS

Subject to the minimum loan requirement and the
requirements of this provision, you may at any time
borrow any amount up to the current loan value less any
existing contract debt.

Loan Value If the contract is not in default, the loan value at
any time is equal the sum of (a) 90% of the portion of
the cash value attributable to the variable investment
options, and (b) the balance of the cash value.

If the contract is in default, it has no loan value.

Contract Debt Contract debt at any time means the loan on the
contract at that time, plus the interest we have
charged that is not yet due and that we have not yet
added to the loan.

Loan Requirements For us to approve a loan, the following requirements
must be met: you must assign this contract to us as
sole security for the loan; the Insured must be living;
and the resulting contract debt must not be more than
the loan value.

If there is already contract debt when you borrow from
us, we will add the new amount you borrow to that debt.

Interest Charge We will charge interest daily on any loan. 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 becomes part of the loan. Then we
start to charge interest on it, too. Except as stated
below, we charge interest at an effective annual rate
of 5%.

Preferred Loan Unless you ask us otherwise, on or after the 10th
contract anniversary, a portion of the amount you may
borrow will be considered a Preferred Loan up to an
amount equal to the maximum preferred loan amount
described below. Preferred Loans are charged interest
at an effective annual rate of 4 1/2%.

Maximum Preferred The maximum preferred loan amount available starting on
Loan Amount the 10th contract anniversary is (A) minus (B), where
(A) is the total amount you may borrow, and (B) is the
total premiums paid less total withdrawals, if any. If
(B) is less than zero, we will consider it to be zero.

Effect on Contract When you take a loan, the amount of the loan continues
Fund to be a part of the contract fund and is credited with
interest at an effective rate of 4% a year.

We will reduce the portion of the contract fund
allocated to the investment options by the amount you
borrow, and by loan interest that becomes part of the
loan if it is not paid when due.

We will take any loan proportionately from all
investment options that apply to the contract unless
you ask us otherwise and we agree.

On each monthly date, if there is a contract loan
outstanding, we will increase the portion of the
contract fund in the investment options by interest
credits accrued on the loan since the last monthly
date. When you repay all or part of a loan, we will
increase the portion of the contract fund in the
investment options and decrease the portion on which we
credit the guaranteed interest rate of 4% a year by the
amount of loan you repay using your investment
allocation for future premium payments on file as of
the loan payment date, plus interest credits accrued on
the loan since the last transaction date. We will not
increase the portion of the contract fund allocated to
the investment options by loan interest that is paid
before we make it part of the loan. We reserve the
right to change the manner in which we allocate loan
repayments. If we make such a change, we will do so for
all contracts like this one. We will send you notice of
any change.

Page 16
II-43

<PAGE>

GENERAL PROVISIONS

Annual Report Once each contract year we will send you a report. It
will show: the current death benefit; the amount of the
contract fund in each investment option; the cash
surrender value; any contract debt and the interest
rate we are charging; premiums paid, investment
results, charges deducted, and withdrawals taken since
the last report. The report may also show any other
data that may be required where this contract is
delivered.

Payment of Death If we settle this contract in one sum as a death claim
we will usually pay the proceeds within seven days
after we receive at our Home Office proof of the
Insured's death and any other information we need to
pay the claim. But we have the right to postpone paying
the part of the proceeds that is to come from a
variable investment option provided by a separate
account registered under the Investment Company Act of
1940 if: (1) the New York Stock Exchange is closed; or
(2) the SEC requires that trading be restricted or
declares an emergency. We have the right to postpone
paying the remainder for up to six months.

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 Corporate Office.

Misstatement of If the Insured's stated age or sex or both are not
Age or Sex correct, we will change each benefit and any amount to
be paid to what the most recent deductions from the
contract fund would have provided at the Insured's
correct age and sex.

Assignment We will not be deemed to know of an assignment unless
we receive it, or a copy of it, at our Home Office. We
are not obliged to see that an assignment is valid or
sufficient. This contract may not be assigned to any
employee benefit plan or program without our consent.
This contract may not be assigned if such assignment
would violate any federal, state, or local law or
regulation prohibiting sex distinct rates for
insurance.

Change in Plan You may be able to have this contract changed to
another plan of life insurance. Any change may be made
only if we consent, and will be subject to conditions
and charges that are then determined.

Factors Subject To Charges deducted from premium payments and the contract
Change fund may change from time to time, subject to the
maximums shown in the contract data pages. In deciding
whether to change any of these charges, we will
periodically consider factors such as mortality,
persistency, expenses, taxes and interest and/or
investment experience to see if a change in our
assumptions is needed. Charges for taxes attributable
to premiums will be set at one rate for all contracts
like this one. Changes in other factors will be by
class. All changes will be determined only
prospectively; that is, we will not recoup prior losses
or distribute prior gains by means of these changes.

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

Applicable Tax Law This contract has been designed to satisfy the
definition of life insurance for Federal income tax
purposes under Section 7702 of the Internal Revenue
Code of 1986, as amended. We reserve the right,
however, to decline any change we determine would cause
this contract to fail to qualify as life insurance
under the applicable tax law. This includes changing
the basic insurance amount, withdrawals, and changing
the type of death benefit. We also have the right to
change this contract, to require additional premium
payments, or to make distributions from this contract
to the extent necessary to continue to qualify this
contract as life insurance.

Page 17
II-44
<PAGE>

BASIS OF COMPUTATION

Mortality Basis and We compute maximum monthly insurance rates using:
Interest Rate
1. the Commissioners 1980 Standard Ordinary Mortality
Table;

2. the issue age, sex, smoker and non-smoker status,
and rating class of the Insured and the length of
time since the contract date;

3. age last birthday; and

4. an effective interest rate of 4% a year.

Minimum Legal Values The cash surrender values provided by this contract are
at least as large as those set by law where it is
delivered. Where required, we have given the insurance
regulator a detailed statement of how we compute values
and benefits.

Page 18
II-45
<PAGE>

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

SETTLEMENT OPTIONS

Options Described You may choose to have the proceeds (that is, any death
benefit or any amount payable upon surrender of the
contract) paid in a single sum or under one of the
optional modes of settlement described below.

If the person who is to receive the proceeds of this
contract wishes to take advantage of one of these
optional modes, we will furnish, on request, details of
the options we describe below or any others we may have
available at the time the proceeds become payable.

Option 1 (Instalments We will make equal payments for up to 25 years. The
for a Fixed Period) Option 1 Table shows the minimum amounts we will pay.

Option 2 (Life Income) We will make equal monthly payments for as long as the
person on whose life the settlement is based lives,
with payments certain for 120 months or until the sum
of the payments equals the amount put under this
option. The Option 2 Table shows the minimum amounts we
will pay. But, we must have proof of the date of birth
of the person on whose life the settlement is based.
The settlement will share in our surplus to the extent
and in the way we decide.

Option 3 (Interest We will hold an amount at interest. We will pay the
Payment) interest annually, semi-annually, quarterly, or
monthly.

Option 4 (Instalments We will make equal annual, semi-annual, quarterly, or
of a Fixed Amount) monthly payments for as long as the available proceeds
provide.

Option 5 (Non- We will make payments like those of any annuity we then
Participating Income) regularly issue that: (1) is based on United States
currency; (2) is bought by a single sum; (3) does not
provide for dividends; and (4) does not normally
provide for deferral of the first payment. Each payment
will be at least equal to what we would pay under that
kind of annuity with its first payment due on its
contract date. If a life income is chosen, we must have
proof of the date of birth of any person on whose life
the option is based. Option 5 cannot be chosen more
than 30 days before the due date of the first payment.

Interest Rate Payments under Options 1 and 4 will be calculated
assuming an effective interest rate of at least 3 1/2%
a year. Under Option 3 it will be at an effective rate
of at least 3% a year.

Page 19
II-46
<PAGE>
SETTLEMENT OPTIONS TABLES

OPTION l TABLE
-------------------------
MINIMUM AMOUNT OF
MONTHLY PAYMENT FOR
EACH. Sl,000, THE FIRST
PAYABLE IMMEDIAtELY
-------------------------

Number Monthly
of Years Payment
-------- -------
1 $84.65
2 43.05
3 29.19
4 22.27
5 18.12

6 15.35
7 13.38
8 11.90
9 10.75
10 9.83

11 9.09
12 8.46
13 7.94
14 7.49
15 7.10

16 6.76
17 6.47
18 6.20
19 5.97
20 5.75

21 5.56
22 5.39
23 5.24
24 5.09
25 4.96

-------------------------
Multiply the monthly amount
by 2.989 for quarterly,
5.952 for semi-annual or
11.804 for annual.

OPTION 2 TABLE
<TABLE>
- ----------------------------------------------------------------------------------------------------
MINIMUM AMOUNT OF MONTHLY PAYMENT FOR EACH $1,000, THE FIRST
PAYABLE IMMEDIATELY
- -----------------------------------------------------------------------------------------------------
<CAPTION>
KIND OF LIFE INCOME KIND OF LIFE INCOME
--------------------------------- --------------------------------
AGE 10-Year Instalment AGE 10-Year Instalment
LAST Certain Refund LAST Certain Refund
BIRTHDAY Male Female Male Female BIRTHDAY Male Female Male Female
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
10 $3.18 $3.11 $3.17 $3.10 45 $4.06 $3.82 $3.99 $3.78
and under 46 4.12 3.86 4.03 3.81
11 3.19 3.12 3.18 3.11 47 4.17 3.90 4.08 3.85
12 3.20 3.13 3.19 3.12 48 4.23 3.94 4.13 3.90
13 3.21 3.14 3.20 3.13 49 4.28 3.99 4.18 3.94
14 3.22 3.15 3.21 3.14
50 4.35 4.04 4.24 3.98
15 3.24 3.16 3.23 3.15 51 4.41 4.09 4.29 4.03
16 3.25 3.17 3.24 3.16 52 4.48 4.15 4.35 4.08
17 3.27 3.19 3.25 3.18 53 4.55 4.21 4.41 4.13
18 3.28 3.20 3.27 3.19 54 4.62 4.27 4.48 4.19
19 3.30 3.21 3.28 3.20
55 4.70 4.33 4.55 4.24
20 3.31 3.22 3.30 3.21 56 4.78 4.40 4.62 4.30
21 3.33 3.24 3.32 3.23 57 4.86 4.47 4.69 4.37
22 3.35 3.25 3.33 3.24 58 4.95 4.54 4.77 4.43
23 3.36 3.26 3.35 3.25 59 5.05 4.62 4.86 4.50
24 3.38 3.28 3.37 3.27
60 5.15 4.71 4.94 4.58
25 3.40 3.30 3.39 3.29 61 5.25 4.79 5.03 4.66
26 3.42 3.31 3.41 3.30 62 5.36 4.89 5.13 4.74
27 3.45 3.33 3.43 3.32 63 5.48 4.98 5.23 4.82
28 3.47 3.35 3.45 3.34 64 5.60 5.09 5.34 4.92
29 3.49 3.37 3.47 3.35
65 5.73 5.20 5.45 5.01
30 3.52 3.39 3.49 3.37 66 5.87 5.31 5.57 5.11
31 3.54 3.41 3.52 3.39 67 6.01 5.43 5.70 5.22
32 3.57 3.43 3.54 3.41 68 6.15 5.56 5.83 5.34
33 3.60 3.45 3.57 3.44 69 6.30 5.70 5.97 5.46
34 3.63 3.47 3.60 3.46
70 6.46 5.84 6.11 5.58
35 3.66 3.50 3.63 3.48 71 6.62 5.99 6.27 5:72
36 3.69 3.52 3.66 3.50 72 6.79 6.15 6.43 5.86
37 3.72 3.55 3.69 3.53 73 6.96 6.31 5.60 6.01
38 3.76 3.58 3.72 3.56 74 7.13 6.49 6.78 6.18
39 3.80 3.61 3.75 3.58
75 7.30 6.67 6.97 6.35
40 3.84 3.64 3.79 3.61 76 7.48 6.85 7.17 6.53
41 3.88 3.67 3.82 3.64 77 7.66 7.04 7.38 6.72
42 3.92 3.70 3.86 3.67 78 7.83 7.24 7.60 6.93
43 3.97 3.74 3.90 3.71 79 8.00 7.44 7.83 7.15
44 4.01 3.78 3.94 3.74
80 8.17 7.64 8.07 7.38
and over
</TABLE>

Page 20
II-47
<PAGE>
Flexible Premium Variable Life Insurance Policy. Insurance payable only upon
death. Cash values reflect premium payments, investment results, and charges.
Non-participating.

II-48

Exhibit 1.A.(6)(a)

ARTICLES OF INCORPORATION
OF
PRUCO LIFE INSURANCE COMPANY

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

KNOW ALL MEN BY THESE PRESENTS:

That we, the undersigned, having associated ourselves together for the
purpose of forming a corporation under the laws of the State of Arizona, hereby
adopt the following articles of incorporation.

The names of the incorporators and their residences and post office
addresses are as shown at the foot hereof.

The name of the corporation shall be Pruco Life Insurance Company and its
principal place of business shall be at Phoenix, Arizona, but the Board of
Directors may designate other places of business either within or outside the
State of Arizona where offices may be established, any or all business of the
corporation transacted and the meetings of the Board of Directors and
stockholders held.

II.

The nature of the business to be transacted and the objects and purposes
for which this corporation is formed are:

(a) To engage in business as a domestic stock life and disability insurer
under the laws of the State of Arizona and to conduct such business in other
jurisdictions where it may qualify; to deal in life insurance, endowments,
annuities, accident insurance, health insurance and any combinations thereof,
the benefit of which may be fixed or variable, or both, and to engage in any
other business or type of business which any other corporation now or hereafter
incorporated under the laws of the State of Arizona and empowered to conduct a
life or disability insurance business may lawfully do; to issue policies or
other contracts with or without participation in profits, savings or unabsorbed
portions of premiums; to accept and cede reinsurance of any such risks or
hazards;

(b) To make investments of any kind permitted under the insurance laws of
the State of Arizona as such laws exist from time to time;

(c) To establish and maintain separate investment accounts of any type or
amount in accordance with resolutions adopted by the Board of Directors;

(d) To purchase, acquire, own, hold, guarantee, sell, assign, transfer,
pledge or otherwise deal in and dispose of shares, bonds, notes, debentures or
other securities or evidences of indebtedness of any other person, corporation,
partnership, limited partnership or other association, whether

II-49

<PAGE>

domestic or foreign, and whether now or hereafter organized and existing, and
while the holder thereof to exercise all the rights, powers and privileges of
ownership, including the right to vote thereon, to the same extent as a natural
person could do; bonds, notes, debentures or other evidences of indebtedness
purchased or otherwise acquired may be secured or unsecured;

(e) To acquire by purchase, lease or otherwise and to own, hold, use, sell,
assign, transfer, pledge or otherwise deal in and dispose of any other kind of
personal property;

(f) To acquire by purchase, lease or otherwise, real property, and
interests in real property, and to own, hold, improve, develop, manage and
dispose of any real property or interests so acquired; to erect or cause to be
erected on any such real property, buildings or other structures with their
appurtenances; and to mortgage, rent, sell or otherwise hold or dispose of any
such property;

(g) To foreclose by entry or otherwise, extend, assign or give partial
releases from and discharge mortgages, deeds of trust or pledges and to bid for
and become the purchaser of any real or personal property sold at any
foreclosure or other sale.

(h) To borrow money for any of the purposes of this corporation, and to
issue the corporation's note or notes therefor in series or otherwise; to
execute and issue bonds, debentures or other obligations, in series or
otherwise; and to issue or cause to be issued certificates and other negotiable
or transferable instruments; to mortgage or pledge any or all of the assets of
the corporation as security for the performance of the covenants of such bonds,
notes, debentures, certificates or other instruments, upon such terms and
conditions as may be set out in such instrument or instruments, mortgaging or
pledging the same, or in any deed, contract or instrument relating thereto.

(i) To act as trustee, broker or in any fiduciary capacity; to become
surety for others and to endorse commercial paper.

(j) To promote or to aid in any manner, financially or otherwise, any
person, corporation, partnership, limited partnership or other association of
which any shares, bonds, notes, debentures or other securities or evidences of
indebtedness are held, directly or indirectly, by this corporation; and for this
purpose to guarantee the contracts, dividends, shares, bonds, debentures, notes
and other obligations of such other persons, corporations, partnerships, limited
partnerships or associations; and to do any other act or things designed to
protect, preserve, improve or enhance the value of such shares, bonds, notes,
debentures or other securities or evidences of indebtedness.

(k) To do all and every thing necessary, suitable or proper for the
accomplishment of any of the purposes, or attainment of any of the objects
hereinbefore enumerated, either alone or in association with other persons,
corporations, partnerships, limited partnerships or other associations, as
principal, agent, broker, contractor, partner, limited partner, joint venturer,
trustee or otherwise, and in general to engage in any and all lawful business
that may be necessary or convenient in carrying out the business of the
corporation and to do any and every other act or acts, thing or things,
incidental to, growing out of or connected with the business or any part or
parts thereof.

II-50

<PAGE>

The designation of any object or purpose herein shall not be construed to
be a limitation or qualification or in any manner to limit or restrict the
purposes and objects of the corporation. The powers enumerated shall be
exercisable only to the extent permitted by law.

III.

The authorized amount of capital stock of the corporation shall be one
hundred thousand (100,000) shares of common stock with Ten Dollar ($10.00) par
value. The common stock shall be issued and paid for at such time or times and
in such manner as the Board of Directors shall determine and when issued and
paid for shall be non-assessable except as provided by Article 14, Section 11,
of the Constitution of Arizona.

IV.

The time of the commencement of the corporation shall be the day of
issuance to it of a certificate of incorporation by the Arizona Corporation
Commission, and its existence shall be perpetual.

The business and affairs of this corporation shall be conducted by a Board
of Directors of not less than five (5) nor more than fifteen (15) members, the
exact number to be determined, within these limits, in accordance with the
By-Laws. The first Board of Directors and the initial officers of the
corporation, to serve until the first annual meeting, shall be:

NAME POSITION ADDRESS
- ---- -------- -------
<S> <C> <C>

Kenneth C. Foster Director and President Prudential Plaza
Newark, N.J. 07101

Robert A. Beck Director and Vice President Prudential Plaza
Newark, N.J. 07101

Frank J. Hoenemeyer Director Prudential Plaza
Newark, N.J. 07101

Frederick E. Rathgeber Director Prudential Plaza
Newark, N.J. 07101

Jack T. Kvernland Director, Vice President Prudential Plaza
and Actuary Newark, N.J. 07101

Alan M. Thaler Director and Vice President 3003 N. Central Ave.
Phoenix, Ariz. 85012

Clifford H. Whitcomb Comptroller Prudential Plaza
Newark, N.J. 07101

Bryan Wilson Treasurer Prudential Plaza
Newark, N.J. 07101
</TABLE>

II-51

<PAGE>

<TABLE>

<S> <C> <C>
David H. Fredericks Secretary Prudential Plaza
Newark, N.J. 07101
</TABLE>

The directors, who need not be stockholders, shall be elected at the annual
meeting of the stockholders, which shall be held at the principal office of the
corporation in Phoenix, Arizona, or at any other place determined by the Board
of Directors on the first Wednesday in May of each year, commencing with the
year 1972, at an hour to be named in the notice or waiver of notice of the
meeting. If the date of the annual meeting falls on a legal holiday, the meeting
shall be held on the next succeeding business day. A director shall serve until
the next annual meeting of the stockholders and until his successor is duly
elected and qualified.

The Board of Directors shall have exclusive power to elect, at any regular
or special meeting, such officers as permitted by the By-Laws for the management
of corporate business, such officers to serve at the pleasure of the Board. The
offices may include, but are not limited to, those of President, Vice-President,
Secretary, Treasurer, Actuary and Comptroller.

The Board of Directors shall have power, without the assent or vote of the
shareholders, to make, alter and repeal By-Laws, but By-Laws made by the Board
may be altered or repealed and new By-Laws made by the shareholders.

VI.

The highest amount of the indebtedness or liability, direct or contingent,
to which the corporation shall at any time subject itself shall be the maximum
allowed under the laws of the State of Arizona.

VII.

The private property of the stockholders, directors and officers of the
corporation shall at all times be exempt from all corporate debts and
liabilities whatsoever.

VIII.

Thomas W. Wiley, whose address is 1700 First National Bank Plaza, Phoenix,
Arizona 85003, and who has been a bona fide resident of the State of Arizona for
more than three (3) years last past, is hereby appointed and designated
statutory agent for the corporation for the State of Arizona upon whom service
of process may be had.

II-52

<PAGE>

IN WITNESS WHEREOF, the undersigned incorporators have hereunto affixed
their signatures as of this 23rd day of December, 1971.

INCORPORATOR ADDRESS
------------ -------
/S/
------------------------------ Prudential Plaza
John T. Andrews, Jr. Newark, N.J. 07101

/S/
------------------------------- 1700 First National Bank Plaza
Thomas W. Wiley Phoenix, Arizona 85003

/S/
------------------------------- 1700 First National Bank Plaza
Calvin H. Udall Phoenix, Arizona 85003

/S/------------------------------- 1700 First National Bank Plaza
Richard A. Miller Phoenix, Arizona 85003

/S/------------------------------- 1700 First National Bank Plaza
Robert P. Robinson Phoenix, Arizona 85003

PRUCO, INC., a New Jersey
corporation

By ROBERT A. BECK
-------------------------------- Prudential Plaza
Vice President Newark, N.J. 07101

II-53

<PAGE>

STATE OF NEW JERSEY )
) ss.
County of Essex )

The foregoing instrument was acknowledged before me this 23rd day of
December, 1971, by John T. Andrews, Jr.

WILLIAM S. MacVICKER
----------------------------------
Notary Public

My commission expires:
WILLIAM S. MacVICKER
NOTARY PUBLIC OF NEW JERSEY
My Commission Expires June 12, 1976
- -----------------------------------

STATE OF ARIZONA )
) ss.
county of Maricopa )

The foregoing instrument was acknowledged before me this 23rd day of
December, 1971, by Thomas W. Wiley.

BETTY J. JONES
---------------------------------
Notary Public
My commission expires:

April 14, 1975
- -----------------------------

STATE OF ARIZONA )
) ss.
County of Maricopa )

The foregoing instrument was acknowledged before me this 23rd day of
December, 1971, by Calvin H. Udall.

BETTY J. JONES
--------------------------------
Notary Public
My commission expires:

April 14, 1975
- -----------------------------

II-54

<PAGE>

STATE OF ARIZONA )
) ss.

County of Maricopa )

The foregoing instrument was acknowledged before me this 23rd day of
December, 1971, by Richard A. Miller.

BETTY J. JONES
---------------------------------
Notary Public
My commission expires:

April 14, 1975
- -----------------------------

STATE OF ARIZONA )
) ss.
County of Maricopa )

The foregoing instrument was acknowledged before me this 23rd day of
December, 1971, by Robert P. Robinson.

BETTY J. JONES
---------------------------------
Notary Public
My commission expires:

April 14, 1975
- -----------------------------

II-55

<PAGE>

STATE OF NEW JERSEY )
) ss.
County of Essex )

The foregoing instrument was acknowledged before me this 23rd day of
December, 1971, by Robert A. Beck, Vice President of Pruco, Inc., a New Jersey
-------------- --------------
corporation, on behalf of the corporation.

WILLIAM S. MacVICKER
---------------------------------
Notary Public

My commission expires:
WILLIAM S. MacVICKER
NOTARY PUBLIC OF NEW JERSEY
My Commission Expires June 12, 1976
- -----------------------------------

THIS IS TO CERTIFY that the corporate title
hereon is not in conflict with that of any
insurer authorized or seeking authority to
transact insurance in Arizona.

Insurance Department of Arizona

By L. HAYDEN JONES
--------------------------------
Date 12/23/71 Title Chief Examiner

II-56
<PAGE>

85396

A CORPORATION COMMISSION
INCORPORATING DIVISION
FILED

DEC 23 1971

10:00 A.M. at request of
Craig, Fennemore & Von Ammon, Attorneys
900 First National Bank Bldg.,
Phoenix, Arizona
Tselonke

William R. Johnson SECRETARY

961217

II-57

<PAGE>

PRUCO LIFE INSURANCE COMPANY

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

CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION

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

(Pursuant To Section 20-707 of the Insurance Code of the State of Arizona),
- ---------------------------------------------------------------------------
PRUCO LIFE INSURANCE COMPANY, ( the "Company") a corporation organized and
existing under and by virtue of the laws of the State of Arizona, DOES HEREBY
CERTIFY:

FIRST: Paragraph (a) of Article II of the Articles of Incorporation of the
Company is amended to read as follows:

"(a) To engage in business as a domestic stock life and disability insurer
under the laws of the State of Arizona and to conduct such business in other
jurisdictions where it may qualify; to deal in life insurance, endowments,
annuities, accident insurance, health insurance and any combinations thereof,
the benefits of which may be fixed or variable, or both; to issue policies or
other contracts with or without participation in profits, savings or
unabsorbed portions of premiums; to accept and cede reinsurance of any such
risks or hazards; and to engage in any other business or type of business
which any other corporation now or hereafter incorporated under the laws of
the State of Arizona and empowered to conduct a life and disability insurance
business may lawfully do, such as the performance of services, independently
of any insurance or annuity contract, of the kinds it performs in the normal
conduct of its insurance or annuity business, including, but not limited to,
consultative, administrative, investment, actuarial, loss prevention, data
processing, accounting, safety engineering, claims, appraisal and collection
services."

SECOND: Article III of the Articles of Incorporation of the Company is
amended to read as follows:

"The authorized amount of capital stock of the corporation shall be one
million (1,000,000) shares of common stock with Ten Dollar ($10.00) par
value. The common stock shall be issued and paid for at such time or times
and in such manner as the Board of Directors shall determine and when issued
and paid for shall be non-assessable except as provided by Article 14,
Section 11, of the Constitution of Arizona."

THIRD: That the aforesaid amendments to the Articles of Incorporation have
been duly adopted in accordance with the provisions of Section 20-707 of the
Insurance Code of the State of Arizona, and that the capital will not be reduced
or by reason of said amendments.

II-58

<PAGE>

IN WITNESS WHEREOF, PRUCO LIFE INSURANCE COMPANY, has caused its corporate
seal to be hereunto affixed and this Certificate to be signed by Kenneth C.
Foster its President and to be attested by David H. Fredericks its Secretary
this 25th day of July, 1972.

KENNETH C. FOSTER
------------------------
President

Attest:

DAVID H. FREDERICKS
- ------------------------------
Secretary

II-59

<PAGE>

STATE OF NEW JERSEY )
: SS.:
COUNTY OF ESSEX )

BE IT REMEMBERED, that on the 25th day of July A.D. 1972, before the
undersigned, a Notary Public in and for said County of Essex, and said State of
New Jersey, personally appeared Kenneth C. Foster, President of PRUCO LIFE
INSURANCE COMPANY, and acknowledged the execution of the foregoing instrument on
behalf of said Company as the voluntary act and deed of said Company for the
uses and purposes therein set forth, and that the facts therein stated are true.

EUGENE A. SOLOMON, JR.
-----------------------------
Notary Public

II-60

<PAGE>

State of Arizona
Articles of Amendment
to the
Articles of Incorporation
of
PRUCO LIFE INSURANCE COMPANY

Pursuant to the provisions of A.R.S. Section 10-061, the undersigned corporation
adopts the following articles of amendment to its articles of incorporation:

FIRST: The name of the corporation is Pruco Life Insurance Company.

SECOND: The document attached hereto as Exhibit A sets forth an amendment
to the articles of incorporation.

THIRD: The date of adoption of the amendment by the sole stockholder of
the corporation was October 19, 1993.

FOURTH: The number of shares outstanding and entitled to vote with regard
to this amendment is 250,000.

FIFTH: The number of shares voted in favor of the amendment was 250,000
and the number of shares voted against the amendment was none.

Dated: October 19, 1993

Pruco Life Insurance Company

By ESTHER H. MILNES
-----------------------------------
President

By /S/
-----------------------------------
Assistant Secretary

Subscribed to and sworn before me a Notary Public for the State of New Jersey.

/S/
-----------------------------------
Notary Public

II-61

<PAGE>

Exhibit A

PRUCO LIFE INSURANCE COMPANY
Amendment to Articles of Incorporation

A new Article IX shall be added to the Articles of Incorporation of Pruco
Life Insurance Company which shall read in its entirety as follows:

(a) Under no circumstances shall a director of the Corporation be held
personally liable to the Corporation or to its stockholders for
monetary damages as a result of that director's breach of fiduciary
duty as a director; provided, however, that this Article shall not
eliminate or limit the liability of a director

(i) for any breach of the director's duty of loyalty to the
Corporation or its stockholders;

(ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law;

(iii) for authorizing the unlawful payment of a dividend or other
distribution of the corporation's capital stock or the unlawful
purchase of its capital stock;

(iv) for any transaction from which the director derives any improper
personal benefit; and

(v) for violation of ss.10-041 of the Arizona Revised Statutes or any
successor statute thereof dealing with director conflicts of interest.

(b) This Article shall eliminate the liability of a director for any act or
omission occurring on or after the effective date hereof, the date
upon which this Article is filed with the Arizona Secretary of State.

(c) Neither the amendment or repeal of this Article nor the adoption of any
provision of these Amended Articles of Incorporation which is
inconsistent with this Article shall apply to or have any effect on
the liability or alleged liability of any Director of the corporation
for or with respect to any act or omission of such Director occurring
prior to such amendment, repeal or adoption.

II-62

Exhibit 1.A.(6)(b)

AMENDED BY-LAWS
OF
PRUCO LIFE INSURANCE COMPANY
June 14, 1983

ARTICLE I
GENERAL

SECTION 1.01. NAME. The name of this corporation shall be PRUCO LIFE
INSURANCE COMPANY.

SECTION 1.02. LOCATION. The location of the corporation and its principal
office shall be in Phoenix, Arizona, but it may have other offices at such
places throughout the world as the business of the corporation may require and
as the Board of Directors shall deem to be expedient.

SECTION 1.03. SEAL. The corporate seal of the corporation shall be a
circular disc with the name of the corporation, the year of its organization,
and the word "Arizona" thereon.

SECTION 1.04. FISCAL YEAR. The fiscal year shall end on December 31.

ARTICLE II
THE STOCK

SECTION 2.01. SALE OF STOCK. The Board of Directors may sell and issue the
capital stock of the corporation to the full amount or number of shares
authorized by the Articles of Incorporation, in such amounts and upon such terms
of payment as from time to time shall be determined by the Board, and as may be
permitted by law.

SECTION 2.02. STOCK CERTIFICATES. Certificates of stock shall, subject to
the provisions of the Articles of Incorporation, be in such form as may from
time to time be prescribed by the Board of Directors, shall be numbered and
entered in the books in the order issued, and shall be signed by the President
or a Vice President and the Treasurer or an Assistant Treasurer or the Secretary
or an Assistant Secretary and sealed with the corporate seal. To the extent
permitted by law, all or any of such signatures and/or seal may be facsimile.

SECTION 2.03. REGISTRATION OF TRANSFERS. Transfers of shares shall be
registered upon the books of the corporation by the registered holder in person
or by attorney, duly authorized, and on surrender of the certificate or
certificates for such shares, properly assigned for transfer.

II-63

<PAGE>

SECTION 2.04. LOST, STOLEN OR DESTROYED CERTIFICATES. Each certificate
issued shall be surrendered before a new certificate in lieu thereof shall be
issued, except in the case of the loss, theft or destruction of a certificate,
in which case a new certificate may be issued in place of the certificate so
lost, stolen or destroyed upon the filing of an affidavit reciting the
circumstances of such loss, theft or destruction and upon the filing of a bond
of indemnity to the corporation in form and amount satisfactory to the
directors.

ARTICLE III
MEETINGS OF STOCKHOLDERS

SECTION 3.01. GENERAL. All meetings of the stockholders shall be held at
the principal office of the corporation in the State of Arizona or at such other
place as determined by the Board of Directors and stated in the notice or waiver
of notice of the meeting.

SECTION 3.02. VOTING. At all meetings, a stockholder may be represented and
may vote in person or by a proxy in writing filed with the Secretary before
voting. No proxy shall be voted after eleven months from its date unless such
proxy provides for a longer period, but in no event shall a proxy be valid after
three years from the date of execution. All elections for directors shall be
decided by a plurality vote; all other questions shall be decided by a majority
vote, except as otherwise provided by the Articles of Incorporation or the laws
of the State of Arizona.

SECTION 3.03. ANNUAL MEETING. The annual meeting of the stockholders shall
be held on the first Wednesday in May of each year, at an hour to be named in
the notice or waiver of notice of the meeting. If the date of the annual meeting
falls on a legal holiday, the meeting shall be held on the next succeeding
business day.

SECTION 3.04. SPECIAL MEETING IN LIEU OF ANNUAL MEETING. In case for any
reason the annual meeting is not held on the date specified in said Section
3.03, a meeting shall thereafter be held in lieu thereof and any business
transacted or elections held at such meeting shall be as valid as if transacted
or held at the annual meeting. Such meeting shall be called in the same manner
and as provided for special meetings of the stockholders.

SECTION 3.05. SPECIAL MEETINGS. Special meetings of the stockholders may be
called by the President or a Vice President, or by vote of the Board of
Directors, and shall be called by the Secretary or, in the case of death,
absence, incapacity or refusal of the Secretary, by any other officer upon the
written application of one or more stockholders who are entitled to vote and who
hold at least a tenth part in interest of the capital stock entitled to vote at
the meeting, stating the time, place and purpose of the meeting.

SECTION 3.06. QUORUM. Except as otherwise required by law, by the Articles
of Incorporation or by the By-Laws, the presence, in person or by proxy, of
stockholders holding a majority of the shares of the corporation entitled to
vote shall constitute a quorum at all meetings of the stockholders. In case a
quorum shall not be present at any meeting, a majority in interest of the
stockholders entitled to vote thereat, present in person or by proxy, shall have
power to adjourn the meeting sine die or, without notice other than announcement
at the meeting, to a stated time and place, until a quorum is present. At any
such adjourned meeting at which a quorum is present, any business may be
transacted which might have been transacted at the meeting as originally
noticed.

II-64

<PAGE>

SECTION 3.07. NOTICE OF MEETING. A written or printed notice of all
stockholders' meetings, stating the place, date and time and purpose of said
meeting shall be given by the Secretary or an Assistant Secretary at least ten
days before such meeting to each stockholder entitled to vote, by leaving such
notice with him or at his residence or usual place of business or by mailing it,
postage prepaid, and addressed to such stockholder at his address as it appears
upon the books of the corporation, but no such notice of such meeting shall be
required if every stockholder entitled to notice thereof, or his attorney
thereunto authorized by a writing which is filed with the records of the
meeting, waives such notice, which such waiver may be executed and filed after
such meeting has been held. The presence in person, by his attorney or by proxy,
of any person entitled to notice of such meeting shall be deemed a waiver of
such notice as to such person. Any person authorized hereunder to give notice of
any such meeting may make affidavit relative thereto, which, as to the facts
therein stated, shall be conclusive.

SECTION 3.08. ACTION WITHOUT MEETING. Any action required or permitted to
be taken at a meeting of stockholders by law or the Articles of Incorporation or
the By-Laws, may be taken without a meeting if all the stockholders entitled to
vote thereon consent thereto in writing.

ARTICLE IV

DIRECTORS

SECTION 4.01. NUMBER AND TERM. The Board of Directors shall not have less
than five nor more than fifteen members.

SECTION 4.02. ELECTION OF DIRECTORS AND FILLING VACANCIES. A Board of
Directors shall be elected by ballot at the annual meeting of the stockholders,
in accordance with the cumulative voting procedures prescribed by the laws of
Arizona. The directors shall serve until the next annual meeting of stockholders
and until their successors have been elected and qualified, but the Board of
Directors may fill any vacancy occurring in the office of director from whatever
cause in the interval between annual meetings of the stockholders by majority
vote of the remaining directors in office, even though there may not be a
quorum, provided, however, that the stockholders entitled to vote may at a
stockholders' meeting called for that purpose fill any such vacancy in the Board
of Directors, if not already filled, or if already filled, substitute some other
person to fill such vacancy, in which case the term of office of the person so
elected by the Board of Directors to fill such vacancy shall forthwith
terminate. The holding of stock in the corporation shall not be a necessary
qualification for the election as a director of the corporation.

SECTION 4.03. INCREASE OR DECREASE OF NUMBER. The number of directors may
be increased or decreased within the limits prescribed by Section 4.01 of these
By-Laws by vote of the stockholders at an annual or special meeting of the
stockholders, and the additional directors may be chosen at any such meeting to
hold office until the next annual election and until their successors are
elected and qualify.

SECTION 4.04. RESIGNATIONS. Any director, member of a committee or other
officer may resign at any time. Such resignation shall be made in writing and
shall take effect at the time specified therein, and if no time be specified, at
the time of its receipt by the Board of Directors.

SECTION 4.05. REMOVAL. Any director may be removed for cause at any annual
meeting of stockholders, or at a special meeting called for that purpose.

II-65

<PAGE>

SECTION 4.06. GENERAL POWERS. The property and business of the corporation
shall be managed by the Board of Directors, who shall have the power to control
and manage all of the affairs of the corporation and to exercise, in addition to
the powers and authorities by these By-Laws or by the Articles of Incorporation
expressly conferred upon them, all such powers as may be exercised, and to do
all such things as may be done by the corporation which are not expressly
reserved to the stockholders, subject to the provisions of the statutes and laws
of the State of Arizona, and it may restrict, enlarge or otherwise modify the
powers and duties of any or all of the officers of this corporation.

SECTION 4.07. COMMITTEES. The Board of Directors may, by resolution or
resolutions adopted by a majority of the entire Board, appoint one or more
committees, each committee to consist of three or more directors of the
corporation. Any such committee, to the extent provided in the resolution or in
the By-Laws of the corporation, shall have and may exercise all the authority of
the Board of Directors except that no such committee shall

(a) make, alter or repeal any By-Law of the corporation;

(b) elect or appoint any director, or remove any officer or director;

(d) amend or repeal any resolution theretofore adopted by the Board.

SECTION 4.08. QUORUM. A majority of the total number of directors elected
at the last election, but in no case less than three, shall constitute a quorum
for the transaction of business, but a lesser number may adjourn the meeting
sine die or to a stated time and place, and a majority of the members present at
any meeting at which a quorum is present shall decide any question brought
before such meeting except as otherwise may be provided by law. Any director
shall be counted present at any regular or special meeting of directors and
voting with the majority, if and when such directors shall subsequently approve
the minutes of such meeting and sign the same in the minute book; and such
signature shall be sufficient to make a quorum at such meeting, if necessary.

SECTION 4.09. REGULAR MEETING. Regular meetings of the Board of Directors
shall be held without notice following the adjournment of the annual meeting of
the stockholders or any special meeting held in lieu thereof on the same day and
at the same time and place as such annual or special meeting and on such other
day and at such other time or place as shall be determined by the Board by prior
resolutions.

SECTION 4.10. SPECIAL MEETING. Special meetings of the Board may be called
by the Chairman of the Board or the President or, at the request of three
members of the Board of Directors, by the Secretary or an Assistant Secretary or
the Treasurer or an Assistant Treasurer. Notice of any special meeting shall be
given to each director stating the time, place and purpose of the meeting in one
of the following ways: either (a) by communicating actual notice thereof to such
director at least twenty-four hours before the time of such meeting, or (b) by
written notice thereof left at or telegraphed to a usual place of business of
such director or to his residence for the time being, in either case at least
forty-eight hours before the time of such meeting, or (c) by placing a written
notice thereof in the mail, postage prepaid, addressed to a usual place of
business of such director or to his legal residence or to his residence for the
time being, in any such case at least seventy-two hours before the time of such
meeting.

SECTION 4.11. WAIVER OF NOTICE. Notice of any meeting of the Board of
Directors and of the business to be transacted thereat may be waived in writing
before or after such meeting by any director, and the presence of any director
at any meeting of the Board shall be deemed a waiver of notice by him of the
meeting and of the business to be transacted thereat unless objection is made by
him at the time and noted on the records of the meeting of the Board. Any

II-66

<PAGE>

person authorized hereunder to give notice of any such meeting may make
affidavit relative thereto, which, as to the facts therein stated, shall be
conclusive.

SECTION 4.12. ACTION WITHOUT MEETING. A resolution in writing, signed by
all the members of the Board, or any committee thereof, as the case may be,
shall be deemed to be the action of the Board or such committee as therein
expressed, with the same force and effect as if the same had been passed at a
duly convened meeting; and the Secretary shall record such resolution in the
minute book under its proper date.

ARTICLE V

OFFICERS

SECTION 5.01. OFFICERS. The officers of the corporation shall be a
President, a Secretary, a Comptroller, a Chief Actuary and a Treasurer, all of
whom shall be elected by the Board of Directors and who shall hold office,
subject to the By-Laws, until their successors are elected and qualified. In
addition, the Board of Directors may elect a Chairman of the Board, one or more
Vice Presidents and such Assistant Secretaries, Assistant Treasurers, Assistant
Actuaries and Assistant Comptrollers as the Board may deem advisable. None of
the officers of the corporation need be directors. Vacancies occurring among the
officers shall be filled by the directors. Any officer may be removed by the
Board, with or without cause, at any time.

SECTION 5.02. OTHER OFFICERS. In addition to the officers named in the
preceding By-Laws, the Board of Directors may, without limitation, establish
such other offices as it may from time to time find necessary or convenient for
the transaction of the corporation's business and may provide for the
appointment or election of officers to fill such offices and fix their powers,
duties and terms of office.

SECTION 5.03. BONDS. The directors may require the Treasurer and any and
all other officers to give bonds to the corporation with good and sufficient
surety for the faithful performance of their respective duties and offices.

SECTION 5.04. QUALIFICATION, ABSENCE OR DISABILITY OF OFFICERS. The holding
of stock in the corporation shall not be a necessary qualification for election
as an officer of the corporation. In the case of the absence or disability of
any officer of the corporation, the Board of Directors may appoint some other
person to exercise for the time being the powers and perform the duties of such
officer in his place and the authority of such person shall continue until it is
revoked by the Board.

SECTION 5.05. CHAIRMAN OF THE BOARD. The Chairman of the Board, if one be
elected, shall preside at all meetings of the Board of Directors and he shall
have and perform such other duties as from time to time may be assigned to him
by the Board of Directors.

SECTION 5.06. PRESIDENT. The President shall be the chief executive officer
of the corporation. He shall preside at all meetings of the stockholders if
present thereat, and in the absence or non-election of the Chairman of the
Board, at all meetings of the Board of Directors. He shall have absolute power
to supervise and direct the business of the corporation, subject only to the
power and authority of the Board of Directors and shall, subject to the power of
the Board, have power to appoint, remove and fix the compensation of all persons
employed or to be employed by the corporation in any capacity whatsoever
excepting the officers elected by the Board of Directors, and shall have such
other powers as may be prescribed by the Board or the By-Laws.

II-67

<PAGE>

SECTION 5.07. VICE PRESIDENT. The Vice President, or if more than one, the
Vice Presidents in the order established by the Board of Directors, shall in the
absence or incapacity of the President, perform the duties of the President. In
other respects, each Vice President shall exercise such powers and perform such
duties as may be prescribed by the President, the Board of Directors or the
By-Laws.

SECTION 5.08. SECRETARY. The Secretary shall keep the minutes of the
meetings of the Board of Directors and any committees thereof and of the
stockholders. He shall have the custody of the seal of the corporation and shall
affix the seal to documents when authorized to do so. He shall perform all other
duties usual to that office, and shall also perform such other duties and have
such powers as may be prescribed or assigned to him from time to time by the
President, the Board of Directors or the By-Laws.

SECTION 5.09. TREASURER. The Treasurer shall, except as may be otherwise
provided in the By-Laws or by the Board of Directors, perform all the duties
customary to that office, have the care and custody of the funds and securities
of the corporation and deposit the same with such depositaries as the Board of
Directors may designate. The Treasurer shall also perform such other duties and
have such powers as may be prescribed or assigned to him from time to time by
the President, the Board of Directors or the By-Laws.

SECTION 5.10. COMPTROLLER. The Comptroller shall supervise the accounts of
the corporation, shall have supervision over and responsibility for the books,
records, accounting and system of accounting and auditing in each office of the
corporation, and shall perform such other duties as may be assigned to him by
the President, the Board of Directors or the By-Laws.

SECTION 5.11. CHIEF ACTUARY. The Chief Actuary shall make calculations and
tables, shall audit the insurance portion of the annual statements, collect and
arrange data, books, documents, tables and official statements upon the business
of insurance and annuities, and perform such other acts, which may be of an
executive character, as may be required by the President, the Board of Directors
or the By-Laws.

SECTION 5.12. ASSISTANT OFFICERS. Assistant Secretaries, Treasurers,
Comptrollers, and Actuaries, if any, shall be elected and shall have such powers
and shall perform such duties as shall be assigned them, respectively, by the
President, the Board of Directors or the By-Laws.

ARTICLE VI

EXECUTION OF CONTRACTS, CHECKS, ETC.

SECTION 6.01. EXECUTION OF INSURANCE AND ANNUITY CONTRACTS. The President or a
Vice President and the Secretary or an Assistant Secretary shall execute all
contracts of insurance and annuity either by signing such contracts manually or
by causing to be thereto affixed their respective facsimile signatures duly
adopted by each of them for the purpose with the approval of the Board of
Directors. In case any officer, as aforesaid, who shall have signed a contract
form or whose facsimile signature shall have been affixed thereto shall cease to
be such officer by reason of death, or otherwise before such contract shall have
been issued and delivered, such contract may nevertheless be issued and
delivered unless the Board of Directors shall otherwise determine, and any such
contract so issued and delivered shall be as binding upon the corporation as
though every officer who signed the same or whose facsimile signature was
affixed thereto, as aforesaid, had continued to be such officer of the
corporation.

II-68

<PAGE>

SECTION 6.02. CHECKS, ETC. All checks, drafts or orders for the payment of
money shall be signed by such officer or officers or agent or agents, and in
such manner, as shall be determined from time to time by the Board of Directors.

SECTION 6.03. EXECUTION OF OTHER INSTRUMENTS. The President or any one of the
Vice Presidents shall have power to execute on behalf of the corporation all
instruments, deeds, contracts and other corporate acts and papers, subject only
to the provisions of Section 6.01 and 6.02 of these By-Laws.

ARTICLE VII

CONFLICTING INTERESTS

No director, officer or employee of the Corporation at Manager level or
higher shall have any position with or a substantial interest in any other
enterprise operated for a profit, (other than The Prudential Insurance Company
of America or any direct or indirect subsidiary thereof) the existence of which
would conflict or might reasonably be supposed to conflict with the proper
performance of his of her Corporate responsibilities, or, which might tend to
affect his or her independence of judgment with respect to transactions between
the Corporation and such other enterprise.

If a director or any such officer or employee has a position with or
substantial interest in another such enterprise, which, when acquired, did not
create such an actual or apparent conflict of interest, he or she shall make
timely disclosure of such position or interest to the Board of Directors when he
or she learns that there is an impending transaction between such enterprise and
the Corporation or The Prudential Insurance Company of America or any subsidiary
or affiliate of either the Corporation or Prudential that might create such an
actual or apparent conflict.

The Board of Directors, which may act through an appropriate committee or
sub-committee, shall adopt such regulations and procedures as shall from time to
time appear to it sufficient to secure compliance with the above policy.

ARTICLE VIII

INDEMNIFICATION

Every former and present officer and director of the corporation shall be
indemnified by the corporation against all expenses incurred by him, including
legal fees, or judgments or penalties rendered or levied against him in a legal
action brought against him for actions or omissions alleged to have been
committed by him while acting within the scope of his employment as an officer
or director of the corporation, or in the settlement of any such proceedings,
whether or not he is an officer or director at the time such expenses are
incurred, judgments or penalties rendered or levied and settlement made,
provided that the Board of Directors shall determine in good faith that he did
not act, fail to act or refuse to act willfully or with gross negligence or with
fraudulent or criminal intent in regard to the matter involved in the action;
and further provided that in the event of a settlement, the indemnification
herein provided shall apply only if the Board of Directors shall approve such
settlement and reimbursement and determine in good faith that such settlement
and reimbursement is in the best interest of the corporation. The foregoing
right of indemnification shall be in addition to and not exclusive of all other
rights to which such officer or director may be entitled.

Pursuant to a resolution of the Board of Directors of the corporation, the
corporation may, subject to the same qualifications, also indemnify (i) any one
or more present or future members of a variable contract account committee
established pursuant to subsection E of A.R.S. ss.20-651 and (ii) any one or
more present or future directors, trustees or officers of any other corporation,

II-69

<PAGE>

which members, directors, trustees or officers shall be serving as such at the
request of the corporation because of the corporation's interest in such
variable contract account or other corporation, or the legal representative of
any such member, director, trustee or officer, against such costs, expenses and
counsel fees; provided that, subject to renewal by resolution of the Board of
Directors of the corporation, any such indemnification of any such member,
director, trustee or officer shall be in respect of action taken or omitted by
him, as such, during a period of not more than one year, except that, if the
period prior to the first annual meeting of persons having voting rights in
respect of such variable contract account or of stockholders of such corporation
shall be longer than one year, such indemnification may be in respect of action
taken or omitted by him during such period.

Any right to indemnification provided by or pursuant to the foregoing
provisions of this By-Law shall not be exclusive of any other rights to which
any such member, director, trustee or officer or his estate or legal
representative may be entitled as a matter of law and shall inure to the benefit
of the estate or legal representative of a deceased member, director, trustee or
officer.

ARTICLE IX

AMENDMENT OF BY-LAWS

The By-Laws may be altered or repealed and new By-Laws may be made by vote
of the stockholders at any such meeting of the stockholders. The Board of
Directors may also alter or repeal the By-Laws and make new By-Laws at any
meeting of the Board of Directors; provided, however, that any By-Laws made by
the Board of Directors may be altered or repealed, and new By-Laws made, by the
stockholders.

II-70

================================================================================
APPLICATION FOR LIFE INSURANCE
OR POLICY CHANGE

[ ] The Prudential Insurance Company
of America
[ ] Pruco Life Insurance Company
A Subsidiary of The Prudential
Insurance Company of America
Policy No. _____________________ Corporate Offices, Newark,
[ ] Check here if policy change. New Jersey

- --------------------------------------------------------------------------------
Name of primary proposed Insured (or current Insured, if policy change) (first,
initial, last)

PART 1
================================================================================

A. PERSONAL INFORMATION (PRIMARY PROPOSED INSURED)

1. Social Security No. __________________ 2. Sex: [ ]Male [ ] Female
3. Marital Status: [ ]Single [ ]Married [ ]Widowed [ ]Separated [ ] Divorced
4. Date of Birth: Mo._____ Day _____ Yr._____ 5. Age _____ 6. State of Birth
(Country if not
U.S.)_________
7. Billing Address (City, State and Zip):_____________________________________
8. Home Address (if different):_______________________________________________
9. Home Telephone Number( )_________ 10. Business Telephone Number( )_______
11. Current /Employer__________________________________________________________

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

B. ALL OTHER PROPOSED INSUREDS (Include Applicant for Applicant's Waiver of
Premium Benefit)

Name Relationship to Sex Date of Age State of Total Life
primary proposed Birth Birth (country Insurance
Insured (mo., day, yr.) if not U.S.) in all
companies

________________________________________________________________________________

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

C. COVERAGE INFORMATION

1. Plan of Insurance________________________ 2. Initial Amount $______________
If AL/VAL or applicable to
the product, check one: [ ]Level Death Benefit [ ]Variable Death Benefit

3. SUPPLEMENTARY BENEFITS AND RIDERS (Please indicate amount where applicable)
[ ] Waiver of Premium [ ] Accidental Death Benefit $____________
[ ] Living Needs Benefit [ ] Option to Purchase Additional Insurance
[ ] Applicant's Waiver of Premium $____________
[ ] Automatic Premium Loan [ ] Option to Purchase Paid Up Life
Insurance Additions (include details in
special request)
OTHER RIDERS AND BENEFITS: (Please indicate amount where applicable)

_____________________________________________________________________________

D. BENEFICIARIES/OWNERSHIP (If Trust, provide name of trust, trustee and date
of trust.)

1. Beneficiary: Name Relationship to primary proposed Insured Age
Primary (Class 1)____________________________________________________________

_____________________________________________________________________________

Contingent (Class 2)_________________________________________________________

2. Is the owner other than the primary proposed Insured? [ ] Yes [ ] No
If yes: Name_____________________________________________________________

Address ____________________________________________________________________

___________________________________ Owner's date of birth ___________________

================================================================================
ORD 96200-96
(BAR/BATCH CODE HERE)

II-71

<PAGE>

================================================================================
E. PAYMENT DETAILS

1. Within the last 12 months, has any proposed Insured had a heart attack,
stroke or cancer other than of the skin? [ ] Yes [ ] No
2. Is a medical examination required on:
Primary Proposed Insured? [ ] Yes [ ] No
Second Proposed Insured? [ ] Yes [ ] No
3. Premium Payment Mode: (collect full modal premium if prepaid)
[ ] Pru-matic [ ] Annual [ ,] Semi-annual [ ] Quarterly [ ] Monthly
[ ] Payroll Budget [ ] Gov't Allotment
4. Amount paid with this application $_______ [ ] None (Must be "None" if E1 is
answered Yes, except Gibraltar
products.)
5. DATE PREMIUM COLLECTED________________________________________
- --------------------------------------------------------------------------------
F. REPLACEMENT
For any proposed Insured, would this insurance replace or cause a change in
any existing insurance or annuity in any company? [ ] Yes [ ] No

(If yes, give insurance company, plan, amount and policy number(s).
Enclose all required state replacement forms.)
- --------------------------------------------------------------------------------
G. SPECIAL REQUESTS

- --------------------------------------------------------------------------------
H. BACKGROUND ON PROPOSED INSUREDS
1. Total Life Insurance on the primary proposed Insured in effect ______________
Check here if None. [ ]
2. What are the primary proposed Insured's occupation and duties?_______________
3. Has any proposed Insured participated in the following activities within the
last 2 years (or does anyone plan to do so in the future):
a. operated or had any duties aboard an aircraft, glider, balloon,
or like device? [ ] Yes [ ] No
If yes, complete Aviation Questionnaire.
b. hazardous sports, such as auto, motorcycle, snowmobile or powerboat
competitions/exhibitions; scuba diving; mountain climbing; parachuting;
sky diving or any other such sport or hobby? [ ] Yes [ ] No
If yes, complete Avocation Questionnaire.
For any questions answered yes below, give the details in 8.
4. Is any proposed Insured applying for or requesting reinstatement or policy
change(s) of any other life or health insurance policy? If yes, give
insurance company, policy plan and amount. [ ] Yes [ ] No
5. Has any proposed Insured been convicted of, or currently charged with, the
commission of any criminal offense, other than the violation of a motor
vehicle law within the last 5 years? [ ] Yes [ ] No
6. a. Primary Proposed Insured driver's license number and state of issue:
_________________________________________________________________________
b. Has any proposed Insured in the last 3 years:
(1.) had a driver's license denied, suspended or revoked? [ ] Yes [ ] No
(2.) been convicted of or cited for:
(a) 3 or more moving violations? [ ] Yes [ ] No
(b) driving under the influence of alcohol or drugs? [ ] Yes [ ] No
(3.) been involved as a driver in 2 or more auto accidents? [ ] Yes [ ] No
If yes, give details including type of violation, accident or reason for
denial, suspension or revocation.
7. Does any proposed Insured plan to live or travel outside the United States or
Canada within the next 12 months? [ ] Yes [ ] No
If yes, give countries, purpose and duration of each trip.

8. Details of yes answers for questions 4-7. Give question number, proposed
Insured's name and full details
_____________________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________

- --------------------------------------------------------------------------------
I. CHANGES MADE BY THE COMPANY (Not applicable in New Mexico and West Virginia)

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

ORD 96200-96

II-72

<PAGE>

================================================================================
ANY PERSON WHO KNOWINGLY GIVES FALSE OR DECEPTIVE INFORMATION, WHEN COMPLETING
THIS APPLICATION, FOR THE PURPOSE OF DEFRAUDING THE COMPANY COULD BE FOUND
GUILTY OF INSURANCE FRAUD.
================================================================================
On this page the words "I" and "my" refer to the primary proposed Insured and
applicant, if different. The words "the Company" refer to the company checked at
the beginning of this application. If a policy change, "I" and "my" refer to
Insured or Owner, if other than Insured.

TERMS AND CONDITIONS
No new coverage requested in this application starts on any proposed Insured
until all required initial medical exams and tests agreed to are completed, even
if an amount has been paid to the Company.

When the Company gives a Limited Insurance Agreement form dated on the same date
shown below, coverage will start as written in that Agreement. Otherwise,
coverage will start on the contract date, provided:

o The Company issues a contract and I accept it; and
o the first premium is paid in full while all proposed Insureds' health
remains as stated in the application.

If the Company enters any change in section I, I approve the change by accepting
the contract, unless the law requires written consent to changes. Then, a change
can be made only if I approve it in writing. No agent can make or change a
contract, or waive any of the Company's rights or requirements.

The beneficiary named in the application (or in the contract if requesting a
policy change) is for insurance payable in either of the following cases:

o at the death of the primary Insured; and
o at the death of an Insured child after the death of the primary Insured
if there is no Insured spouse.

If this is a policy change and no beneficiary has been named in the application,
the beneficiary for any insurance payable will be carried over from the contract
that is being changed.

The owner of the contract is the primary proposed Insured or applicant if other
than the primary proposed Insured unless a different owner is named in the
application. If this is a policy change, the ownership arrangement will be
carried over from the contract that is being changed unless a different owner is
named in the application. This is subject to any provisions for the automatic
transfer of ownership stated in the contract. If joint owners are named,
ownership will be with the right of survivorship unless otherwise specified.
- --------------------------------------------------------------------------------
SIGNATURES
By signing below:

o I certify that to the best of my knowledge and belief the statements in
this application are complete, true and correctly recorded.
o I understand that new coverage could be invalidated if any information in
the application is materially misrepresented.
o I confirm that if I have requested the Living Needs Benefit, I have read
the disclosures in the brochure (ORD 87246).
o I agree to the Terms and Conditions shown above and on the Important
Notice About Your Application, which I have received and read.

Signed at:_______________________________ on ___________________________________
(City/State) Date (month/day/year)

Signature of primary proposed Insured, if age 8 or over X_______________________
or current Insured, if policy change

Signature of Applicant, if different than primary
proposed Insured X ____________________________________________________________
or if a policy change, Signature of Owner, if different than Insured
If applicant is a firm or corporation, give that company's name and have an
officer sign below.

Signature and title of Officer of firm or corporation X_________________________

Signature of Beneficiary, if policy change and rights are limited X_____________

Signature of Witness (Licensed Writing Representative must witness) X___________
- --------------------------------------------------------------------------------
LICENSED WRITING REPRESENTATIVE'S CERTIFICATION:
Do you have any information, other than what is stated in this application,
that indicates that any proposed Insured may replace or change any current
insurance or annuity in any company? [ ] Yes [ ] No

Witness (Licensed Writing Representative must witness) X
================================================================================
ORD 96200-96

II-73

<PAGE>
================================================================================
PART 2 -- MEDICAL INFORMATION
- --------------------------------------------------------------------------------
SECTION A--TO BE COMPLETED FOR ALL CATEGORY II CHANGES AND PLANS OTHER THAN
GIBRALTAR

1. Doctor Information:
A. Primary Proposed Insured
Physician last consulted:_______________ Primary Physician:_________________
Date last seen:_________________________ Date last seen:____________________
Reason:_________________________________ Reason:____________________________
Address and Phone no.:__________________ Address and Phone no.:_____________
________________________________________ ___________________________________
________________________________________ ___________________________________
B. Second Proposed Insured or AWP Applicant
Physician last consulted:_______________ Primary Physician:_________________
Date last seen:_________________________ Date last seen:____________________
Reason:_________________________________ Reason:____________________________
Address and Phone no.:__________________ Address and Phone no.:_____________
________________________________________ ___________________________________
________________________________________ ___________________________________

2. Build: Height Weight
a. Primary Proposed Insured ________ _______
b. Second Proposed Insured or AWP Applicant ________ _______

3. Has either the primary proposed Insured or second
proposed Insured, if proposed for coverage, ever
used tobacco or other nicotine products? [ ] Yes [ ] No

If yes, give date last used: Cigarettes Any other nicotine product such as
(Mo/Yr) a cigar, pipe, smokeless tobacco,
nicotine gum or nicotine patch
(Mo/Yr)
Primary Proposed Insured ________________ _________________________________
Second Proposed Insured ________________ _________________________________

4. Has anyone proposed for coverage had:
a. chest pain, or any disorder of the heart or blood vessels?[ ] Yes [ ] No
b. high blood pressure? [ ] Yes [ ] No
c. cancer, tumor, leukemia, melanoma, or lymphoma? [ ] Yes [ ] No
d. diabetes or high blood sugar? [ ] Yes [ ] No
e. mental or psychiatric illness? [ ] Yes [ ] No
f. AIDS or any AIDS related condition, other sexually
transmitted diseases or positive test results for HIV? [ ] Yes { ] No
g. asthma or any disorder of the lungs? [ ] Yes [ ] No
h. any disorder of the brain or the nervous system? [ ] Yes [ ] No
i. hepatitis or any disorder of the liver, stomach or
intestines? [ ] Yes [ ] No
j. any disorder of the kidney or urinary tract? [ ] Yes [ ] No

5. Other than above, is anyone proposed for coverage currently
taking prescription medication? [ ] Yes [ ] No

6. Other than above, has anyone proposed for coverage:
a. been a patient in a hospital or other medical facility? [ ] Yes [ ] No
b. in the last 5 years, had or been advised to have surgery,
medical tests, or diagnostic procedures (ECGs, stress
test, X-rays, blood tests, urine tests, etc)? [ ] Yes [ ] No

7. Has anyone proposed for coverage:
a. used or is now using cocaine, amphetamines, marijuana,
heroin, or other drugs except as prescribed by a health
care provider? [ ] Yes [ ] No

8. Does anyone proposed for coverage have any disease, disorder
or condition not indicated above? [ ] Yes [ ] No

9. Has anyone proposed for coverage had life or health insurance
declined, postponed, or issued with an increased premium? [ ] Yes [ ] No

10. Has anyone proposed for coverage requested or received
disability or compensation benefits? [ ] Yes [ ] No
================================================================================

ORD 96200-96
II-74

<PAGE>
================================================================================
11. Details of yes anwers for questions 4-10.
<TABLE>
<CAPTION>
Question No. Illness, operation or other reason Dates and Name, address and telephone
and proposed for any check-up, health care provider's duration number of health care
Insured's name advice, treatment and medications or illness providers and hospitals

<S> <C> <C> <C>
________________ __________________________________________ _______________ ______________________________
________________ __________________________________________ _______________ ______________________________
________________ __________________________________________ _______________ ______________________________
________________ __________________________________________ _______________ ______________________________
________________ __________________________________________ _______________ ______________________________
________________ __________________________________________ _______________ ______________________________
________________ __________________________________________ _______________ ______________________________
________________ __________________________________________ _______________ ______________________________
________________ __________________________________________ _______________ ______________________________
________________ __________________________________________ _______________ ______________________________
________________ __________________________________________ _______________ ______________________________
________________ __________________________________________ _______________ ______________________________
________________ __________________________________________ _______________ ______________________________
________________ __________________________________________ _______________ ______________________________
________________ __________________________________________ _______________ ______________________________
________________ __________________________________________ _______________ ______________________________
________________ __________________________________________ _______________ ______________________________
________________ __________________________________________ _______________ ______________________________
________________ __________________________________________ _______________ ______________________________
________________ __________________________________________ _______________ ______________________________
________________ __________________________________________ _______________ ______________________________
________________ __________________________________________ _______________ ______________________________
________________ __________________________________________ _______________ ______________________________
________________ __________________________________________ _______________ ______________________________
________________ __________________________________________ _______________ ______________________________
________________ __________________________________________ _______________ ______________________________
________________ __________________________________________ _______________ ______________________________
________________ __________________________________________ _______________ ______________________________
________________ __________________________________________ _______________ ______________________________
________________ __________________________________________ _______________ ______________________________
________________ __________________________________________ _______________ ______________________________
________________ __________________________________________ _______________ ______________________________
________________ __________________________________________ _______________ ______________________________
FOR ADDITIONAL MEDICAL DETAILS USE ANOTHER APPLICATION
- --------------------------------------------------------------------------------
</TABLE>
All the answers are, to the best of my knowledge and belief, complete, true and
currectly recorded. It is understood that any new coverage could be invalidated
if any information in the application is materially misrepresented.

________________ X__________________________ X_________________________________
Date Witness Signature of primary proposed
Insured (if age 15 or over)
otherwise Applicant (or Owner, if
policy change)

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

ORD 92200-96
II-75

<PAGE>

================================================================================
PART 2--MEDICAL INFORMATION
- --------------------------------------------------------------------------------
SECTION B--TO BE COMPLETED FOR CATEGORY I CHANGES ONLY

1. Has either the primary proposed Insured or second
proposed Insured, if proposed for coverage, ever
used tobacco or other nicotine products? [ ] Yes [ ] No

If yes, give date last used: Cigarettes Any other nicotine product such as
(Mo/Yr) a cigar, pipe, smokeless tobacco,
nicotine gum or nicotine patch
(Mo/Yr)
Primary Proposed Insured ________________ __________________________________
Second Proposed Insured ________________ __________________________________

2. Has anyone proposed for coverage been declined or charged an increased
premium for new life insurance or reinstatement of life insurance?
If yes, give details. [ ] Yes [ ] No
_____________________________________________________________________________
_____________________________________________________________________________

3. Is anyone proposed for coverage currently unable to perform the normal duties
of their occupation and/or normal daily activities? If yes, give details.
[ ] Yes [ ] No
_____________________________________________________________________________
_____________________________________________________________________________

4. Within the last five (5) years, has anyone proposed for coverage:
a. taken prescription medication, or been treated for or diagnosed as having:
high blood pressure, any disease or disorder of the heart, arteries or
veins, diabetes, cancer, respiratory disorder (including asthma, recurrent
bronchitis, emphysema), a mental illness or psychiatric disorder or any
disease or disorder of the nervous system, alcohol or drug use?
[ ] Yes [ ] No

b. been treasted for or diagnosed has having AIDS or any AIDS rrelated
condition, other sexually transmitted diseases or positive test
results for HIV? [ ] Yes [ ] No

5. Details of any "Yes" answer to question 4:

<TABLE>
<CAPTION>
Question No. Illness, operation or other reason Dates and Name, address and telephone
and proposed for any check-up, health care provider's duration number of health care
Insured's name advice, treatment and medications or illness providers and hospitals

<S> <C> <C> <C>
________________ __________________________________________ _______________ ______________________________
________________ __________________________________________ _______________ ______________________________
________________ __________________________________________ _______________ ______________________________
________________ __________________________________________ _______________ ______________________________
________________ __________________________________________ _______________ ______________________________
________________ __________________________________________ _______________ ______________________________
________________ __________________________________________ _______________ ______________________________
________________ __________________________________________ _______________ ______________________________
________________ __________________________________________ _______________ ______________________________
________________ __________________________________________ _______________ ______________________________
________________ __________________________________________ _______________ ______________________________
________________ __________________________________________ _______________ ______________________________
________________ __________________________________________ _______________ ______________________________
________________ __________________________________________ _______________ ______________________________
________________ __________________________________________ _______________ ______________________________
________________ __________________________________________ _______________ ______________________________
________________ __________________________________________ _______________ ______________________________
________________ __________________________________________ _______________ ______________________________
________________ __________________________________________ _______________ ______________________________
________________ __________________________________________ _______________ ______________________________
________________ __________________________________________ _______________ ______________________________
________________ __________________________________________ _______________ ______________________________
________________ __________________________________________ _______________ ______________________________
________________ __________________________________________ _______________ ______________________________
________________ __________________________________________ _______________ ______________________________
________________ __________________________________________ _______________ ______________________________
________________ __________________________________________ _______________ ______________________________
________________ __________________________________________ _______________ ______________________________
________________ __________________________________________ _______________ ______________________________
________________ __________________________________________ _______________ ______________________________
________________ __________________________________________ _______________ ______________________________
________________ __________________________________________ _______________ ______________________________
________________ __________________________________________ _______________ ______________________________
- --------------------------------------------------------------------------------------------------------------
</TABLE>
All the answers are, to the best of my knowledge and belief, complete, true and
currectly recorded. It is understood that any new coverage could be invalidated
if any information in the application is materially misrepresented.

________________ X__________________________ X_________________________________
Date Witness Signature of primary proposed
Insured (if age 15 or over)
otherwise Owner
================================================================================

ORD 96200-96

II-76

1. Doctor Information:
A. Primary Proposed Insured
Physician last consulted:_______________ Primary Physician:__________________
Date last seen:_________________________ Date last seen:_____________________
Reason:_________________________________ Reason:_____________________________
Address and Phone no.:__________________ Address and Phone no.:______________
________________________________________ ____________________________________
________________________________________ ____________________________________

B. Second Proposed Insured or AWP Applicant
Physician last consulted:_______________ Primary Physician:__________________
Date last seen:_________________________ Date last seen:_____________________
Reason:_________________________________ Reason:_____________________________
Address and Phone no.:__________________ Address and Phone no.:______________
________________________________________ ____________________________________
________________________________________ ____________________________________

2. Build: Height Weight
a. Primary Proposed Insured ________ _______
b. Second Proposed Insured or AWP Applicant ________ _______

3. Has either the primary proposed Insured or second
proposed Insured, if proposed for coverage, ever
used tobacco or other nicotine products? [ ] Yes [ ] No

If yes, give date last used: Cigarettes Any other nicotine product such as
(Mo/Yr) a cigar, pipe, smokeless tobacco,
nicotine gum or nicotine patch
(Mo/Yr)
Primary Proposed Insured ________________ __________________________________
Second Proposed Insured ________________ __________________________________

4. Within the last five (5) years, has anyone proposed for coverage:

a. taken prescription medication, or been treated
or diagnosed as having: high blood pressure, any
disease or disorder of the heart, arteries or
veins, diabetes, cancer, respiratory disorder
(including asthma, recurrent bronchitis,
emphysema), a mental illness or psychiatric
disorder or any disease or disorder of the
nervous system, alcohol or drug use? [ ] Yes [ ] No

b. been treated for or diagnosed as having AIDS or
any AIDS related condition, other sexually
transmitted diseases or positive test results
for HIV? [ ] Yes [ ] No

5. Has anyone proposed for coverage been declined or
charged an increased premium for new life insurance
or reinstatement of life insurance? [ ] Yes [ ] No

6. Is anyone proposed for coverage unable to perform
the normal duties of their occupation and/or normal
daily activities? [ ] Yes [ ] No

Please include the details of any "Yes" answer to questions 4-6: _______________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________

All the answers are, to the best of my knowledge and belief, complete, true and
correctly recorded. It is understood that any new coverage could be invalidated
if any information in the application is materially misrepresented.

____________ X_____________ X_______________________________________________
Date Witness Signature of primary proposed insured (if age 15
or over) otherwise Applicant
================================================================================

ORD 96200-96

II-77

Exhibit 1.A.(12)

Description of Pruco Life's Issuance, Increases
in or Addition of Insurance Benefits,
Transfer and Redemption Procedures for
Variable Universal Life Insurance Contracts
Pursuant to Rule 6e-3(T)(b)(12)(iii)

and

Method of Computing Adjustments in
Payments and Cash Surrender Values Upon
Conversion to Fixed Benefit Policies
PURSUANT TO RULE 6E-3(T)(B)(13)(V)(B)

This document sets forth the administrative procedures that will be followed by
Pruco Life Insurance Company ("Pruco Life") in connection with the issuance of
its Variable Universal Life Insurance Contract ("Contract"), the increase in or
addition of benefits, 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
a Contract is exchanged for a fixed benefit insurance Contract pursuant to Rule
6e-3(T)(b)(13)(v)(B).

I. PROCEDURES RELATING TO ISSUANCE AND PURCHASE OF THE CONTRACTS AND TO THE
INCREASE IN OR ADDITION OF BENEFITS

A. PREMIUM SCHEDULES AND UNDERWRITING STANDARDS

The Contract has Flexible Premiums - no premiums are required to be paid by a
certain date except for the minimum initial premium required to start the
Contract. The minimum initial premium for the Contract, and the charges from the
Contract Fund to reflect the cost of insurance, will not be the same for all
owners. Insurance is based on the principle of pooling and distribution of
mortality risks, which assumes that each owner is charged a cost commensurate
with the Insured's mortality risk as actuarially determined utilizing factors
such as age, sex (in most cases), smoking status, health and occupation. Uniform
premiums or charges for all Insureds would discriminate unfairly in favor of
those Insureds representing greater risks. However,

II-78

<PAGE>

for a given face amount of insurance, Contracts issued on insureds in a given
risk classification will have the same minimum initial premium and charges.

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.

B. APPLICATION AND 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. The
process may involve such verification procedures as medical examinations 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 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 minimum initial premium at the time the
application is submitted. Since a Contract cannot be issued until after the
underwriting process has been completed, we will provide immediate insurance
coverage through use of a Limited Insurance Agreement. This coverage is for the
total death benefit applied for, up to the maximum described by the Limited
Insurance Agreement.

The Contract Date marks the date on which benefits begin to vary in accordance
with the investment performance of the selected investment option(s). 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 minimum initial premium is paid with the application and no medical
examination is required, the Contract Date will ordinarily be the date of the
application. If an unusual delay is encountered (for example, if a request for
further information is not met promptly), the Contract Date will be 21 days
prior to the date on which the Contract is physically issued. If an examination
is required, the Contract Date will ordinarily be the

II-79

<PAGE>

date the examination is completed, subject to the same qualification as that
noted above.

If the minimum initial premium is not paid with the application, the Contract
Date will be the Contract Date stated in the Contract, which will generally be
the date the initial premium is received from the owner and the Contract is
delivered.

There is one principal variation from the foregoing procedure. If permitted by
the insurance laws of the state in which the Contract is issued, the Contract
may be back dated up to six months, provided that the backdating results in a
lower insurance age for the Insured. In any event, the Contract may not be
backdated before the product introduction date. The values under the Contract
and the amount(s) deposited into the selected investment option(s) will be
calculated upon the assumptions that the Contract has been issued on the
Contract Date, the minimum initial premium is credited on the Contract date, and
any charges not covered by the minimum initial premium are received on their due
dates. If the initial premium paid is in excess of those amounts, the excess
(after the front-end deductions) will be credited to the Contract and placed in
the selected investment option(s) on the date of receipt.

In general, (1) the invested portion of the minimum initial premium will be
placed in the Contract Fund and allocated to the selected investment options as
of the Contract Date; and (2) the invested portion of any premium in excess of
the minimum initial premium will be placed in the Contract Fund and allocated to
the selected investment options as of the later of the Contract Date and the
date received.

C. PREMIUM PROCESSING

Whenever a premium is received, Pruco Life will subtract the front-end charges.
What is left will be invested in the selected investment option(s). For premiums
other than the minimum initial premium and premiums received prior to the
Contract Date, the premium (less front-end charges) will be invested on the date
received (or, if that is not a business day, on the next business day).

D. REINSTATEMENT

The Contract may be reinstated within five years after default (this period will
be longer if required by state law). The Contract will not be reinstated if it
was surrendered for its cash surrender value. A Contract will be reinstated upon
receipt

II-80

<PAGE>

by Pruco Life of a written application for reinstatement, production of evidence
of insurability satisfactory to Pruco Life and payment of at least (a) any
amount required to bring the cash value to zero on the date the Contract went
into default, plus (b) the deductions from the Contract Fund during the grace
period following the date of default, plus (c) a premium that would be
sufficient, after front-end charges, to cover the deductions from the Contract
Fund for three Monthly dates starting on the date of reinstatement. In addition,
any Contract debt (with interest to date) must be restored or paid back. If debt
with interest exceeds the value of a loan that we would otherwise permit on the
reinstated Contract, the excess must be paid back to Pruco Life at the time of
reinstatement.

Except for any such loan repayments, Pruco Life will treat the amount paid upon
reinstatement as a premium. It will deduct the front-end charges plus any amount
required to bring the cash value to zero on the date the Contract went into
default plus any deductions from the Contract Fund that would have been made
during the grace period. The Contract Fund of the reinstated Contract will,
immediately upon reinstatement, be equal to this net premium payment plus the
part of any surrender charge (consisting of a deferred sales charge and a
deferred administrative charge) deducted at the time of default which would have
been charged if the Contract were surrendered immediately after reinstatement.

The reinstatement will take effect as of the Monthly date that coincides with or
next follows the date Pruco Life approves the request for reinstatement.

There is an alternative to this reinstatement procedure that applies only if
reinstatement is requested within three months after the Contract went into
default. In such a case evidence of insurability may not be required and the
amount of the required payment will be an amount Pruco Life estimates will keep
the Contract inforce for three months from the date of default.

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 which depends
on whether the loan is a "regular loan" or "preferred loan." A regular loan is
available at any time and can equal up to the loan value (90% of the portion of
the cash value attributable to the variable investment options and 100% of the
balance of the cash value). The effective annual rate that we charge on regular
loans is 5%. A preferred loan is

II-81

<PAGE>

available starting on the tenth Contract anniversary, and can equal up to the
maximum amount that may still be borrowed (loan value less existing loans) less
cost basis (subject to a minimum of zero, premiums paid less total withdrawals).
The effective annual rate that we charge on preferred loans is 4.5%. A regular
loan remains a regular loan - it will not automatically rollover when a
preferred loan is available. However, any capitalization of interest on a
regular loan will be treated as a preferred loan IF the conditions for a
preferred loan are met.

When a loan is made, Pruco Life will transfer an amount equal to the loan from
the investment option(s). While a loan is outstanding, the amount of Contract
Fund attributable to the outstanding loans, whether they are regular loans or
preferred loans, will be credited with interest at an annual rate of 4%. On each
Monthly date, we will increase the portion of the Contract Fund in the
investment options by interest credits accrued on the loan since the last
Monthly date. Pruco Life thus will realize the difference between that rate and
the fixed loan interest rate(s), which will be used to cover the loan investment
expenses, income taxes, if any, and processing costs.

Upon repayment of Contract debt, the loan portion of the payment (i.e., not the
portion of the payment for accrued interest which has not yet been made part of
the loan) will be added to the investment option(s) using the investment
allocation currently in effect for premium payments, as selected by the Contract
owner. Pruco Life reserves the right to change the manner in which it allocates
loan repayments.

F. INCREASES IN OR ADDITION OF INSURANCE BENEFITS

After issue, Pruco Life may permit Owners to increase or add to the existing
insurance amounts in a way similar to our new business procedures outlined above
and in the prospectus.

II. TRANSFERS

Currently, ten subaccounts are available for investment by Contract owners of
Pruco Life Variable Appreciable Account ("Account"), each of which is invested
in shares of a corresponding portfolio of The Prudential Series Fund, Inc.
("Fund"), which is registered under the 1940 Act as an open-end diversified
management investment company. In addition, a fixed rate option is available.

Provided the Contract is not in default, the owner may, up to twelve times in
each Contract year, transfer amounts from one

II-82

<PAGE>

subaccount to another subaccount or to the fixed-rate option without charge.
Additional transfers are subject to an administrative charge deducted from the
Contract Fund of up to $25. Pruco Life currently charges $25. All or a portion
of the amount credited to a subaccount may be transferred.

In addition, the entire amount of the Contract Fund may be transferred to the
fixed-rate option during the first two Contract years, or at any time
thereafter. Contract owners who wish to convert their variable contract to a
fixed-benefit contract in this manner must request a complete transfer of funds
to the fixed-rate option and should also change their allocation instructions
regarding any future premiums.

Transfers among subaccounts will take effect at the end of the valuation period
in which a proper transfer request is received at a Pruco Life Home Office. The
request may be in terms of dollars, such as a request to transfer $5,000 from
one subaccount to another, or may be in terms of a percentage reallocation among
subaccounts. In the latter case, as with premium reallocations, the percentages
must be in whole numbers.

Only one transfer from the fixed-rate option will be permitted during the
Contract year and 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) $2,000. These limits are subject to change in the
future. Pruco Life may waive these restrictions for limited periods of time in a
non-discriminatory way.

III. "REDEMPTION" PROCEDURES: SURRENDER AND RELATED TRANSACTIONS

A. SURRENDER FOR CASH SURRENDER VALUE

If the insured under a Contract is alive, Pruco Life will pay, within seven
days, the Contract's cash surrender value as of the date of receipt at its Home
Office of the Contract, a signed request for surrender, and any tax withholding
information required under federal or state law. Pruco Life reserves the right
to postpone paying that part of the cash surrender value that is to come from
any variable investment option (provided by a separate account registered under
the Investment Company Act of 1940) if; (1) the New York Stock Exchange is
closed; or (2) the SEC requires that trading be restricted or declares an
emergency. Pruco Life reserves the right to postpone paying the remainder for up
to six months. If this is done for more than thirty days, Pruco Life will pay
interest at the rate of 3% a year.

II-83

<PAGE>

The Contract's cash surrender value is the Contract Fund, minus any surrender
charge, consisting of a deferred sales charge and a deferred administrative
charge, minus any Contract debt.

The deferred sales charge and deferred administrative charge are described in
the prospectus. The deferred administrative charge is designed to recover the
administrative expenses, such as underwriting expenses, incurred in connection
with the issuance of a Contract. As a result, in the early months after issue,
there may be no cash surrender value.

In lieu of the payment of the cash surrender 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. The fixed benefit settlement options are subject to
the restrictions and limitations set forth in the Contract.

B. WITHDRAWALS FROM THE CONTRACT FUND

A withdrawal from the Contract may be made only if the following conditions are
satisfied. First, Pruco Life must receive a request for the withdrawal in a form
that meets its need. Second, the cash surrender value after withdrawal may not
be less than or equal to zero after deducting any charges associated with the
withdrawal. Third, the amount withdrawn must be at least $500. Fourth, the basic
insurance amount after withdrawal must be at least equal to the minimum basic
insurance amount shown in the Contract. There is a fee of up to $25 for each
withdrawal. We currently charge $10 for each withdrawal. An amount withdrawn may
not be repaid except as a premium subject to the Contract charges.

Whenever a withdrawal is made, the death benefit payable will immediately be
reduced by at least the amount of the withdrawal. This will not change the Basic
Insurance Amount (minimum face amount specified in the Contract) under a Type B
(variable) Contract. However, under a Type A (fixed) Contract, the resulting
reduction in death benefit usually requires a reduction in the Basic Insurance
Amount. No withdrawal will be permitted under a Type A (fixed) Contract if it
would result in a Basic Insurance Amount less than the minimum Basic Insurance
Amount of $250,000.

The Contract Fund is reduced by the sum of the cash withdrawn, any surrender
charge resulting from the withdrawal, and the fee for the withdrawal. An amount
equal to the reduction in the Contract Fund will be withdrawn from the
investment options.

II-84

<PAGE>

C. DEATH CLAIMS

Pruco Life will pay a death benefit to the beneficiary at the insured's death if
the Contract is in force at the time of that death. The proceeds will be paid
within seven days after receipt at Pruco Life's Home Office of proof of death of
the Insured and all other requirements necessary to make payment. State
insurance laws impose various requirements, such as receipt of a tax waiver,
before payment of the death benefit may be made. Pruco Life reserves the right
to postpone payment of that part of the proceeds that is to come from any
variable investment option (provided by a separate account registered under the
Investment Company Act of 1940) if; (1) the New York Stock Exchange is closed;
or (2) the SEC requires that trading be restricted or declares an emergency.
Pruco Life reserves the right to postpone paying the remainder for up to six
months.

In addition, payment of the death benefit is subject to the provisions of the
Contract regarding suicide and incontestability. In the event Pruco Life should
contest the validity of a death claim, an amount up to the portion of the
Contract Fund in the variable investment options will be withdrawn, if
appropriate, and held in Pruco Life's general account.

If the Contract is not in default past its days of grace, the amount Pruco Life
will pay will be the death benefit determined as of the date of the Insured's
death reduced by any Contract debt.

There may be an additional amount payable from an extra benefit added to the
Contract by rider.

No death benefit is payable if the insured's death occurs past the grace period.

On any date, the death benefit under a Type A (fixed) Contract is the greater of
(1) the Basic Insurance Amount, and (2) the Contract Fund before deduction of
any monthly charges due on that date, multiplied by attained age factors. These
factors vary by the insured's attained age and are shown in the Contract.

On any date, the death benefit under a Type B (variable) Contract is the greater
of (1) the Basic Insurance Amount plus the Contract Fund before deduction of any
monthly charges due on that date, and (2) the Contract Fund before deduction of
any monthly charges due on that date, multiplied by attained age factors. These
factors vary by the insured's attained age and are shown in

II-85

<PAGE>

the Contract. For the purposes of this calculation, the Contract Fund will be
considered to be zero if it is less than zero.

The proceeds payable on death also will generally include interest (at a rate
determined by Pruco Life) from the date of death until the date of payment.
However, state insurance laws may impose additional or different requirements.

Pruco Life will make payment of the death benefit out of its general account,
and will transfer assets, if appropriate, from the Account to the general
account in an amount up to the Contract Fund.

In lieu of payment of the death benefit in a single sum, an election may be made
to apply all or a portion of the proceeds under one of the fixed benefit
settlement options described in the Contract or, with the approval of Pruco
Life, a combination of options. The election may be made by the owner during the
Insured's lifetime, or, at death, by the beneficiary. An option in effect at
death may not be changed to another form of benefit after death. The fixed
benefit settlement options are subject to the restrictions and limitations set
forth in the Contract.

D. DEFAULT AND OPTIONS ON LAPSE

The Contract can go into default if either (1) the Contract debt ever grows to
be equal to or more than the cash value, or (2) on any Monthly date, the cash
value is equal to or less than zero UNLESS it remains in force under the Death
Benefit Guarantee. Monthly dates occur on the Contract Date and in each later
month on the same day of the month as the Contract Date. The Death Benefit
Guarantee will hold if the Contract has no excess Contract debt and if premiums
accumulated at 4% less withdrawals accumulated at 4% are greater than or equal
to values shown in the Contract (Limited Death Benefit Guarantee Values and
Lifetime Death Benefit Guarantee Values).

The Contract provides for a grace period extending 61 days after the mailing
date of the notice of default. The insurance coverage continues in force during
the grace period, but if the Insured dies during the grace period, any charges
due to the date of the death are deducted from the amount payable to the
beneficiary.

E. LOANS

The Contract provides that an owner may take out a loan at any time a loan value
is available providing (1) the Contract is

II-86

<PAGE>

assigned to Pruco Life as the only security for the loan, (2) the Insured must
be living, and (3) the resulting Contract debt must not be more than the loan
value (90% of the portion of the cash value attributable to the variable
investment options and 100% of the balance of the cash value).

The investment options will be debited in the amount of the loan on the date the
loan is approved. The percentage of the loan withdrawn from each investment
option will normally be equal to the percentage of the value of such assets held
in the investment option unless otherwise requested and Pruco Life agreed. An
owner may borrow up to the Contract's full loan value. The loan provision is
described in the Contract and in the prospectus.

A loan does not affect charges. When a loan is made, the Contract Fund is not
reduced, but the value of the assets relating to the Contract held in the
investment option(s) is reduced. Accordingly, the daily changes in the cash
surrender value will be different from what they would have been had no loan
been taken. Cash surrender values, and possibly death benefits, are thus
permanently affected by any Contract debt, whether or not repaid.

The guaranteed minimum death benefit is not affected by Contract debt. However,
on settlement the amount of any Contract debt is subtracted from the insurance
proceeds. If Contract debt ever becomes equal to or more than the cash value,
all the Contract's benefits will end 61 days after notice is mailed to the owner
and any known assignee, unless payment of an amount sufficient to end the
default is made within that period.

IV. CASH ADJUSTMENT UPON EXCHANGE OF CONTRACT

As described previously, so long as the Contract is not in default, the Owner
may transfer all amounts in the variable investment options into the fixed-rate
option. This option is provided in lieu of the option to exchange to a
comparable fixed benefit life insurance contract.

This option is also available following any increase in or addition of benefits
under the Contract.

II-87

Exhibit 1.A.(13)(a)
- --------------------------------------------------------------------------------

RIDER FOR PAYMENT OF PREMIUM BENEFIT UPON INSURED'S
TOTAL DISABILITY

This benefit is a part of this contract only if it is
listed on a contract data page.

Total Disability Benefit Subject to the conditions and exceptions stated below,
after we have approved a claim, we will pay premiums
into the contract on each monthly date while the
Insured is totally disabled. The amounts of these
payments are shown under the Schedule of Disability
Benefits in this rider. This is subject to all the
provisions of this rider and the rest of this
contract. We treat each payment made by us as
described under Premium Payment. Payments made by us
will be used to increase the accumulated premiums
described in Death Benefit Guarantee.

Total Disability Defined When we use the terms total disability and totally
disabled in this benefit we mean that: (1) until the
Insured has stayed totally disabled for two years, the
Insured cannot, due to sickness or injury, perform any
of the duties of his or her regular occupation; but
(2) after the Insured has stayed totally disabled for
two years, the Insured cannot, due to sickness or
injury, perform any gainful work for which the Insured
is reasonably fitted by education, training or
experience.

Except for what we state in the next sentence, we will
at no time regard an Insured as totally disabled who
is doing gainful work for which the Insured is
reasonably fitted by education, training, or
experience. We will regard an Insured as totally
disabled, even if working or able to work, if the
Insured incurs, during a period in which premiums are
eligible to be paid by us as we describe below, one of
the following: (1) permanent and complete blindness of
both eyes; or (2) physical severance of both hands at
or above the wrists or both feet at or above the
ankles; or (3) physical severance of one hand at or
above the wrist and one foot at or above the ankle.

Premiums Eligible To If the Insured becomes totally disabled before the
Be Paid By Us first contract anniversary following the Insured's
60th birthday and that total disability begins: (1) on
or after the first contract anniversary following the
Insured's 5th birthday, if the contract date was
before that birthday; or (2) on or after the contract
date, if that date was on or after the Insured's 5th
birthday, we will make payments under this benefit on
each monthly date while the Insured remains totally
disabled.

If the Insured becomes totally disabled on or after
the first contract anniversary following the Insured's
60th birthday, we will make payments under this
benefit on each monthly date before the first contract
anniversary following the Insured's 65th birthday and
while the Insured remains totally disabled.

If the Insured becomes totally disabled on or after
the first contract anniversary after the Insured's
65th birthday, we will not make any payments during
that period of total disability.

Conditions We will not pay any premiums into the contract until
we approve a claim. Once approved, we will pay into
the contract as of each monthly date the premiums
shown under the Schedule of Disability Benefits for
monthly dates on and after the onset of total
disability and through the date of approval.

Before we will approve a claim, all of these
conditions must be met: (1) The Insured must become
totally disabled while this contract is in force and
not in default past the last day of the grace period;
(2) The Insured must be totally disabled for a period
of at least six continuous months while living; (3) We
must receive proof of total disability in a form
satisfactory to us.

Exceptions We will not pay any premiums into the contract if the
Insured becomes totally disabled from: (1) an injury
the Insured causes to himself or herself, on purpose;
or (2) sickness or injury due to service on or after
the date of this rider in the armed forces of any
country(ies) at war. The word war means declared or
undeclared war and includes resistance to armed
aggression.

II-88

<PAGE>

Successive Disabilities Here is what happens if the Insured has at least one
payment made by us while totally disabled, then gets
well, and then becomes totally disabled again. In this
case, we will not apply the six-month continuous
disability period that would otherwise be required by
Condition (2) and will consider the second period of
total disability to be part of the first period
unless: (A) the Insured has done gainful work, for
which the Insured is reasonably fitted, for at least
six months between the periods; or (B) the Insured
became totally disabled the second time from an
entirely different cause.

If we do not apply the six-month period required by
Condition (2), we also will not count the days when
there was not total disability as part of the two year
period when total disability means the Insured cannot
do any of the duties of the Insured's regular
occupation.

Notice and Proof of Notice and proof of any claim should be given to us,
Claim if possible, while the Insured is living and totally
disabled. We may also require proof from time to time
that the Insured is still totally disabled. After the
Insured has been continuously totally disabled for two
years, we will not ask for proof of continued total
disability more than once a year; and we will require
no further proof of continued total disability after
the first contract anniversary following the Insured's
65th birthday if the Insured has then been
continuously totally disabled for at least five years.
As a part of any proof, we have the right to require
that the Insured be examined at our expense by doctors
of our choice.

Changes in the Basic The amounts shown in the Schedule of Disability
Insurance Amount Benefits are based on the amounts in the Limited Death
Benefit Guarantee column of the Table of Death Benefit
Guarantee Values. If the basic insurance amount
changes, the amounts shown in that table will change
as well as the amounts of charges and benefits nder
this rider.

If the basic insurance amount increases, the amounts
shown in the Schedule of Disability Benefits and the
charges for this benefit will increase. If the basic
insurance amount decreases, the amounts shown in the
Schedule of Disability Benefits and the charges for
this benefit will decrease.

When there is a change in the basic insurance amount,
we will send you a new Schedule of Disability Benefits
and contract data pages reflecting the recomputed
charges and benefits.

If there is a change in the basic insurance amount
which takes effect while the Insured is totally
disabled but before we have approved a claim for
benefits under this rider, we will pay premiums into
the contract following an approval of the claim in
accordance with the Schedule of Disability Benefits
that was in effect immediately prior to the change of
the basic insurance amount.

You may not change the basic insurance amount while we
are making payments under this benefit.

Benefit Charges The monthly charge for this benefit is deducted on
each monthly date from the contract fund. The amount
of that charge is stated under Adjustments to the
Contract Fund in the contract data pages.

Premiums Paid During You may make premium payments if you wish, as provided
Total Disability in the Premium Payment section of the contract even
when we are making payments under this benefit.

II-89

<PAGE>

When We Will Stop We will stop paying premiums if: (1) total disability
Paying Premiums ends; or (2) we ask for proof that the Insured is
totally disabled and we do not receive it by the date
requested; or (3) we require that the Insured be
examined and the Insured fails to do so; or (4) the
Insured became totally disabled on or after the first
contract anniversary following his or her 60th
birthday and the contract has remained in force until
the first contract anniversary following his or her
65th birthday.

Default This contract may go into default while we are making
payments under this benefit. In that event, we will
continue to pay these premiums on each monthly date
during the grace period. But we will stop paying
premiums when the grace period ends if the amount
needed to keep the contract in force is not paid.

Termination This benefit will end and we will pay no more premiums
into the contract for you on the earliest of:

1. the end of the grace period if the contract is in
default;

2. the end of the day before the first contract
anniversary that follows the Insured's 65th
birthday unless the Insured has stayed totally
disabled since before the first contract
anniversary that follows the 60th birthday;

3. the date the contract ends for any other reason.

This Supplementary Benefit rider attached to this
contract on the Contract Date

Pruco Life Insurance Company,

By A B C

Secretary

II-90

Exhibit 1.A.(13)(f)(i)

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.

DEFINITIONS 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 ILLNESS If we receive evidence satisfactory to us, including
OPTION certification by a licensed physician, that the
Insured's life 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.

ORD 87241-89-P

II-91

<PAGE>

If you do not wish to receive monthly payments, you
may elect to receive a single sum of equivalent value.

ORGAN TRANSPLANT You may elect this option if the Insured has a heart,
OPTION liver, heart-lung, or bone marrow transplant
prescribed by a licensed 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 installments. 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
OPTION nursing home 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
OF INSURED IN YEARS PAYMENT FOR 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 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
CONTRACT used under 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 use 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.

ORD 87241-89-P

II-92

<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 that insurance.

CONDITION 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
CANCEL will cancel this rider.

RIDER ATTACHED TO AND MADE A PART OF THIS CONTRACT ON
THE CONTRACT DATE

Pruco Life Insurance Company,

BY A B C
Secretary

ORD 87241-89-P

II-93

Exhibit 1.A.(13)(f)(ii)

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.

DEFINITION 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. an
expense 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 To choose this option you must give us evidence that
OPTION 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%.

ORD 87241-90-P

II-94

<PAGE>

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 you do not want monthly payments, we will pay you
the benefit base in one sum if you ask us to.

NURSING HOME You may choose this option if: (1) the Insured is
OPTION 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.

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 The convertible proceeds will be reduced by any amount
CONTRACT 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
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.

ORD 87241-90-P

II-95

<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 that would be 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 If you ask us in writing and send us the contract, we
CANCEL will cancel this rider.

RIDER ATTACHED TO AND MADE A PART OF THIS CONTRACT ON
THE CONTRACT DATE

Pruco Life Insurance Company,

BY A B C
Secretary

ORD 87241-90-P

II-96

Exhibit 8.(c)

POWER OF ATTORNEY

Know all men by these presents:

That I, LINDA S. DOUGHERTY, of NEWARK, NEW JERSEY, Comptroller of Pruco
Life Insurance Company, do hereby make, constitute and appoint as my true and
lawful attorneys in fact CLIFFORD E. KIRSCH, THOMAS C. CASTANO, RICHARD E.
MEADE, and THOMAS J. LOFTUS, or any of them severally for me and in my name,
place and stead to sign registration statements on the appropriate forms
prescribed by the Securities and Exchange Commission for the registration under
the Investment Company Act of 1940, where applicable, and the Securities Act of
1933, respectively, and any and all amendments thereto executed on behalf of
Pruco Life Insurance Company and filed with the Securities and Exchange
Commission for the following:

The Pruco Life PRUvider Variable Appreciable Account and variable life
insurance contracts, to the extent they represent participating interests
in said Account;

The Pruco Life Variable Appreciable Account and flexible premium variable
life insurance contracts, to the extent they represent participating
interests in said Account;

The Pruco Life Variable Insurance Account and scheduled premium variable
life insurance contracts, to the extent they represent participating
interests in said Account;

The Pruco Life Single Premium Variable Life Account and flexible premium
variable life insurance contracts, to the extent they represent
participating interests in said Account;

The Pruco Life Variable Universal Account and flexible premium variable
universal life insurance contracts, to the extent they represent
participating interests in said Account;

The Pruco Life Single Premium Variable Annuity Account and single payment
variable annuity contracts, to the extent they represent participating
interests in said Account;

The Pruco Life Flexible Premium Variable Annuity Account and flexible
premium variable annuity contracts, to the extent they represent
participating interests in said Account;

Market value adjustment annuity contracts; and

II-97

<PAGE>

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

IN WITNESS WHEREOF, I have hereunto set my hand this 17Th day of JUNE ,
1996.

/S/ LINDA S. DOUGHERTY
----------------------
Signature

State of New Jersey )
) SS
County of Union )

On this 17th day of June , 1996, before me personally appeared Linda S.
Dougherty known to me to be the person mentioned and described in and who
executed the foregoing instrument and he duly acknowledged to me that he
executed the same.

My commission expires:
March 31, 1998

/S/ CLEMENTINA FERRIGNO

II-98

<PAGE>

POWER OF ATTORNEY

Know all men by these presents:

That I, MENDEL A. MELZER , of NEWARK, NEW JERSEY, a member of the Board of
Directors of Pruco Life Insurance Company, do hereby make, constitute and
appoint as my true and lawful attorneys in fact CLIFFORD E. KIRSCH, THOMAS C.
CASTANO, RICHARD E. MEADE, and THOMAS J. LOFTUS, or any of them severally for me
and in my name, place and stead to sign registration statements on the
appropriate forms prescribed by the Securities and Exchange Commission for the
registration under the Investment Company Act of 1940, where applicable, and the
Securities Act of 1933, respectively, and any and all amendments thereto
executed on behalf of Pruco Life Insurance Company and filed with the Securities
and Exchange Commission for the following:

The Pruco Life PRUvider Variable Appreciable Account and variable life
insurance contracts, to the extent they represent participating interests
in said Account;

The Pruco Life Variable Appreciable Account and flexible premium variable
life insurance contracts, to the extent they represent participating
interests in said Account;

The Pruco Life Variable Insurance Account and scheduled premium variable
life insurance contracts, to the extent they represent participating
interests in said Account;

The Pruco Life Single Premium Variable Life Account and flexible premium
variable life insurance contracts, to the extent they represent
participating interests in said Account;

The Pruco Life Variable Universal Account and flexible premium variable
universal life insurance contracts, to the extent they represent
participating interests in said Account;

The Pruco Life Single Premium Variable Annuity Account and single payment
variable annuity contracts, to the extent they represent participating
interests in said Account;

The Pruco Life Flexible Premium Variable Annuity Account and flexible
premium variable annuity contracts, to the extent they represent
participating interests in said Account;

Market value adjustment annuity contracts; and

II-99

<PAGE>

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

/S/ MENDEL A. MELZER
----------------------
Signature

State of New Jersey )
) SS
County of Essex )

On this 13TH day of June , 1996, before me personally appeared Mendel A.
Melzer known to me to be the person mentioned and described in and who executed
the foregoing instrument and he duly acknowledged to me that he executed the
same.

My commission expires:
August 14, 1999

LORA A. McPARTLAND

II-100