PRUCO LIFE INSURANCE CO VARIABLE APPRECIABLE ACCOUNT
485BPOS, 2000-04-25
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As filed with the SEC on __________.                    Registration No. 2-89558


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM S-6


                         Post-Effective Amendment No. 29


                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)

                              213 WASHINGTON STREET
                          NEWARK, NEW JERSEY 07102-2992
                                 (800) 778-2255
          (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

                                   ----------


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

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


     [X]    on  May 1, 2000   pursuant   to   paragraph   (b)   of   Rule   485
                -----------
                  (date)


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

     [_]    on  _____________  pursuant to paragraph (a) of Rule 485
                   (date)


<PAGE>


                              CROSS REFERENCE SHEET
                          (AS REQUIRED BY FORM N-8B-2)

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

          1.                                 Cover Page

          2.                                 Cover Page

          3.                                 Not Applicable

          4.                                 Sale of the Contract and Sales
                                             Commissions

          5.                                 Pruco Life Variable Appreciable
                                             Account

          6.                                 Pruco Life Variable Appreciable
                                             Account

          7.                                 Not Applicable

          8.                                 Not Applicable

          9.                                 Litigation

         10.                                 Introduction and Summary;
                                             Short-Term Cancellation Right, or
                                             "Free Look"; Contract Forms;
                                             Contract Date; Premiums; Allocation
                                             of Premiums; Transfers; Charges and
                                             Expenses; How a Contract's Cash
                                             Surrender Value Will Vary; How a
                                             Contract's Death Benefit Will Vary;
                                             Surrender of a Contract; Withdrawal
                                             of Excess Cash Surrender Value;
                                             When Proceeds are Paid; Contract
                                             Loans; Lapse and Reinstatement;
                                             Options on Lapse; Right to Exchange
                                             a Contract for a Fixed-Benefit
                                             Insurance Policy; Tax-Qualified
                                             Pension Plans; The Fixed-Rate
                                             Option; Other General Contract
                                             Provisions; Voting Rights;
                                             Substitution of Series Fund Shares;
                                             Increases in Face Amount; Decreases
                                             in Face Amount; The Prudential
                                             Series Fund, Inc.

         11.                                 Introduction and Summary; Pruco
                                             Life Variable Appreciable Account

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

         13.                                 Introduction and Summary; The
                                             Prudential Series Fund, Inc.;
                                             Premiums; Allocation of Premiums;
                                             Charges and Expenses; Reductions of
                                             Charges for Concurrent Sales to
                                             Several Individuals; Sale of the
                                             Contract and Sales Commissions

         14.                                 Introduction and Summary;
                                             Requirements for Issuance of a
                                             Contract

         15.                                 Introduction and Summary; Premiums;
                                             Allocation of Premiums; Dollar Cost
                                             Averaging; Transfers; The Fixed
                                             Rate Option


<PAGE>


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


         16.                                 Introduction and Summary; Detailed
                                             Information for Contract Owners

         17.                                 Surrender of a Contract; Withdrawal
                                             of Excess Cash Surrender Value;
                                             When Proceeds are Paid

         18.                                 Pruco Life Variable Appreciable
                                             Account; How a Contract's Cash
                                             Surrender Value Will Vary

         19.                                 Reports to Contract Owners

         20.                                 Not Applicable

         21.                                 Contract Loans

         22.                                 Not Applicable

         23.                                 Not Applicable

         24.                                 Other General Contract Provisions;
                                             The Prudential Series Fund, Inc.

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

         26.
                                             Introduction and Summary; 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


<PAGE>


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

         40.                                 Not Applicable

         41.                                 Sale of the Contract and Sales
                                             Commissions

         42.                                 Not Applicable

         43.                                 Not Applicable

         44.                                 Introduction and Summary; The
                                             Prudential Series Fund, Inc.; How a
                                             Contract's Cash Surrender Value
                                             Will Vary; How a Contract's Death
                                             Benefit Will Vary

         45.                                 Not Applicable

         46.                                 Introduction and Summary; Pruco
                                             Life Variable Appreciable Account;
                                             The Prudential Series Fund, Inc.

         47.                                 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

         56.                                 Not Applicable

         57.                                 Not Applicable

         58.                                 Not Applicable


         59.                                 Financial Statements: Financial
                                             Statements of The Variable
                                             Appreciable Life Subaccounts of
                                             Pruco Life Variable Appreciable
                                             Account; Consolidated Financial
                                             Statements of Pruco Life Insurance
                                             Company and its subsidiaries



<PAGE>




                                     PART I

                       INFORMATION REQUIRED IN PROSPECTUS




<PAGE>


                                  PRUCO LIFE'S
                          VARIABLE APPRECIABLE LIFE(R)
                                    INSURANCE




                                                                      PROSPECTUS


                                                                  THE PRUCO LIFE
                                                            VARIABLE APPRECIABLE
                                                                        ACCOUNTT





                                                                     MAY 1, 2000



                          PRUCO LIFE INSURANCE COMPANY


<PAGE>



PROSPECTUS
May 1, 2000
PRUCO LIFE INSURANCE COMPANY
VARIABLE APPRECIABLE ACCOUNT


VARIABLE
APPRECIABLE
LIFE(R)_____________________
INSURANCE CONTRACTS


This prospectus describes two forms of an individual variable life insurance
contract (the "Contract") offered by Pruco Life Insurance Company ("Pruco Life",
"us", "we", or "our") under the name Variable Appreciable Life(R) Insurance.
Pruco Life, a stock life insurance company, is a wholly-owned subsidiary of The
Prudential Insurance Company of America ("Prudential"). The first form of the
Contract provides a death benefit that generally remains fixed in an amount you,
as the Contract owner, choose and cash surrender values that vary daily. The
second form also provides cash surrender values that vary daily and a death
benefit that will also vary daily. Under both forms of contract, the death
benefit will never be less than the "face amount" of insurance you choose. There
is no guaranteed minimum cash surrender value.


AS OF MAY 1, 1992, PRUCO LIFE NO LONGER OFFERED THESE CONTRACTS FOR SALE.

You may choose to invest your Contract's premiums and its earnings in one or
more of the following ways:

o    Invest in one or more of 13 available subaccounts of the Pruco Life
     Variable Appreciable Account (the "Account"), each of which invests in a
     corresponding portfolio of The Prudential Series Fund, Inc. (the "Series
     Fund"):

MONEY MARKET                   HIGH YIELD BOND        PRUDENTIAL JENNISON
DIVERSIFIED BOND               STOCK INDEX            SMALL CAPITALIZATION STOCK
GOVERNMENT INCOME              EQUITY INCOME          GLOBAL
CONSERVATIVE BALANCED          EQUITY                 NATURAL RESOURCES
FLEXIBLE MANAGED


o    Invest in the FIXED-RATE OPTION, which pays a guaranteed interest rate.


o    Invest in the Pruco Life Variable Contract Real Property Account (the "Real
     Property Account"), described in a prospectus attached to this one.


This prospectus describes the Contract generally and the Account. The attached
prospectus for the Series Fund, and the Series Fund's statement of additional
information describe the investment objectives and the risks of investing in the
Series Fund portfolios. Pruco Life may add additional investment options in the
future. Please read this prospectus and keep it for future reference.


The Securities and Exchange Commission ("SEC") maintains a Web site
(http://www.sec.gov) that contains material incorporated by reference and other
information regarding registrants that file electronically with the SEC.

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

                          PRUCO LIFE INSURANCE COMPANY
                              213 Washington Street
                          Newark, New Jersey 07102-2992
                            Telephone: (800) 778-2255

APPRECIABLE LIFE is a registered mark of Prudential.


<PAGE>

<TABLE>
<CAPTION>


                               PROSPECTUS CONTENTS
                                                                                                            Page
<S>                                                                                                           <C>
INTRODUCTION AND SUMMARY.......................................................................................1
   Brief Description of the Contract...........................................................................1
   Charges.....................................................................................................1
   Types of Death Benefit......................................................................................3
   Premium Payments............................................................................................3
   Lapse and Guarantee Against Lapse...........................................................................3

GENERAL  INFORMATION  ABOUT PRUCO LIFE  INSURANCE  COMPANY,  PRUCO LIFE VARIABLE
APPRECIABLE  ACCOUNT,  AND THE VARIABLE  INVESTMENT  OPTIONS AVAILABLE UNDER THE
CONTRACT.......................................................................................................4
   Pruco Life Insurance Company................................................................................4
   Pruco Life Variable Appreciable Account.....................................................................4
   The Prudential Series Fund, Inc.............................................................................5
   Voting Rights...............................................................................................6
   The Fixed-Rate Option.......................................................................................6
   The Pruco Life Variable Contract Real Property Account......................................................7
   Which Investment Option Should Be Selected?.................................................................7

DETAILED INFORMATION FOR CONTRACT OWNERS.......................................................................7
   Charges and Expenses........................................................................................7
   Requirements for Issuance of a Contract....................................................................11
   Short-Term Cancellation Right or "Free-Look"...............................................................11
   Contract Forms.............................................................................................12
   Contract Date..............................................................................................12
   Premiums...................................................................................................13
   Allocation of Premiums.....................................................................................14
   Dollar Cost Averaging......................................................................................15
   Transfers..................................................................................................15
   Reduction of Charges for Concurrent Sales to Several Individuals...........................................16
   How a Contract's Cash Surrender Value Will Vary............................................................16
   How a Contract's Death Benefit Will Vary...................................................................17
   When a Contract Becomes Paid-Up............................................................................18
   Flexibility as to Payment of Premiums......................................................................18
   Surrender of a Contract....................................................................................19
   Withdrawal of Excess Cash Surrender Value..................................................................19
   Increases in Face Amount...................................................................................20
   Decreases in Face Amount...................................................................................21
   Lapse and Reinstatement....................................................................................22
   When Proceeds Are Paid.....................................................................................22
   Living Needs Benefit.......................................................................................22
   Illustrations of Cash Surrender Values, Death Benefits, and Accumulated Premiums...........................23
   Contract Loans.............................................................................................25
   Reports to Contract Owners.................................................................................25
   Options on Lapse...........................................................................................26
   Right to Exchange a Contract for a Fixed-Benefit Insurance Policy..........................................26
   Sale of the Contract and Sales Commissions.................................................................27
   Tax Treatment of Contract Benefits.........................................................................27
   Tax-Qualified Pension Plans................................................................................29
   Legal Considerations Relating to Sex-Distinct Premiums and Benefits........................................29
   Other General Contract Provisions..........................................................................29
   Riders.....................................................................................................30
   Substitution of Series Fund Shares.........................................................................30
   State Regulation...........................................................................................30
   Experts....................................................................................................30
   Litigation and Regulatory Proceedings......................................................................31
   Additional Information.....................................................................................31
   Financial Statements.......................................................................................31
</TABLE>


<PAGE>


<TABLE>
<CAPTION>



<S>                                                                                                          <C>
DIRECTORS AND OFFICERS........................................................................................32

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

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

</TABLE>


<PAGE>


                            INTRODUCTION AND SUMMARY


THIS SUMMARY PROVIDES A BRIEF OVERVIEW OF THE MORE SIGNIFICANT ASPECTS OF THE
CONTRACT. WE PROVIDE FURTHER DETAIL IN THE SUBSEQUENT SECTIONS OF THIS
PROSPECTUS AND IN THE CONTRACT.


BRIEF DESCRIPTION OF THE CONTRACT

AS OF MAY 1, 1992, PRUCO LIFE NO LONGER OFFERED THESE CONTRACTS FOR SALE.


The Variable Appreciable Life Insurance Contract (the "Contract") is issued by
Pruco Life Insurance Company ("Pruco Life", "we", "us", or "our"). The Contract
is a form of flexible premium variable life insurance. It is based on a Contract
Fund, the value of which changes every business day. The Contract Fund is the
total amount credited to a specific Contract. On any date it is equal to the sum
of the amounts invested in the variable investment options and the fixed-rate
option, and the principal amount of any Contract debt plus any interest earned
thereon. Contract debt is the principal amount of all outstanding loans plus any
interest accrued. You will, however, have to pay a surrender charge if you
decide to surrender the Contract during the first 10 Contract years or 10 years
after an increase in the face amount of insurance.

A broad objective of the Contract is to provide benefits that will increase in
value if favorable investment results are achieved. You may invest premiums in
one or more of the 13 available subaccounts, in the fixed-rate option, or in the
Real Property Account.

Although the value of your Contract Fund will increase if there is favorable
investment performance in the variable investment options you select, investment
returns in the variable investment options are NOT guaranteed. There is a risk
that investment performance will be unfavorable and that the value of your
Contract Fund will decrease. The risk will be different, depending upon which
investment options you choose. See Which Investment Option Should Be Selected?,
page 7. If you select the fixed-rate option, Pruco Life credits your account
with a declared rate or rates of interest. You assume the risk that the rate may
change, although it will never be lower than an effective annual rate of 4%.

Variable life insurance contracts are unsuitable as short-term savings vehicles.
Withdrawals and loans may negate any guarantees against lapse (see Lapse and
Reinstatement, page 22) and possibly may result in adverse tax consequences. See
Tax Treatment of Contract Benefits, page 27.


CHARGES


We deduct certain charges from each premium payment and from the amounts held in
the designated investment options. In addition, Pruco Life makes additional
charges if a Contract lapses or is surrendered during the first 10 Contract
years or 10 years after an increase in the face amount of insurance. All these
charges, which are largely designed to cover insurance costs and risks as well
as sales and administrative expenses, are fully described under CHARGES AND
EXPENSES on page 7. In brief, and subject to that fuller description, the
following diagram outlines the maximum charges which Pruco Life may make:



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

                        PREMIUM PAYMENT

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

          o    less a charge for taxes attributable to premiums

          o    less $2 processing fee

          o    We deduct a sales charge from the Contract Fund of up to 5% of
               the portion of the premium remaining after deducting the $2
               processing fee.

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


                                       1
<PAGE>


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

                               NET PREMIUM AMOUNT

o    To be invested in one or a combination of:

     o    The invested portfolios of the Series Fund
     o    The fixed-rate option
     o    The Real Property Account

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

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

                                  DAILY CHARGES


o    We deduct management fees and expenses from the Series Fund and, if
     applicable, from the Real Property assets. See Underlying Portfolio
     Expenses chart, below, and Pruco Life Variable Contract Real Property
     Account, page 6.

o    We deduct a daily mortality and expense risk charge, equivalent to an
     annual rate of up to 0.6% from assets in the variable investment options.


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

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

                                 MONTHLY CHARGES

o    We reduce the Contract Fund by a guaranteed minimum death benefit risk
     charge of not more than $0.01 per $1,000 of the face amount of insurance.

o    We reduce the Contract Fund by an administrative charge of up to $2.50 per
     Contract and up to $0.02 per $1,000 of face amount of insurance.

o    We deduct a charge for anticipated mortality, with the maximum charge based
     on 1980 CSO Tables.

o    If the Contract includes riders, we deduct rider charges from the Contract
     Fund.

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

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

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

                                POSSIBLE CHARGES


o    During the first 10 years or 10 years after an increase in the face amount
     of insurance, if the Contract lapses or is surrendered, we assess a
     contingent deferred sales charge. The maximum contingent deferred sales
     charges are reduced for Contracts that have been inforce for more than five
     years.


o    During the first 10 years, if the Contract lapses or is surrendered, we
     assess a contingent deferred administrative charge; this charge begins to
     decline uniformly after the fifth Contract year so that it disappears on
     the 10th Contract anniversary.

o    We assess an administrative processing charge equal to the lesser of $15 or
     2% for each withdrawal of excess cash surrender value.

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


- --------------------------------------------------------------------------------
                          Underlying Portfolio Expenses
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------
                                                                                  Total
      Portfolio                               Investment          Other         Contractual        Total Actual Expenses*
                                             Advisory Fee        Expenses        Expenses
- -------------------------------------------------------------------------------------------------------------------------
<S>                                              <C>               <C>             <C>                     <C>
  Money Market                                   0.40%             0.02%           0.42%                   0.40%
  Diversified Bond                               0.40%             0.03%           0.43%                   0.40%
  Government Income                              0.40%             0.04%           0.44%                   0.44%
  Conservative Balanced                          0.55%             0.02%           0.57%                   0.40%
  Flexible Managed                               0.60%             0.02%           0.62%                   0.40%
  High Yield Bond                                0.55%             0.05%           0.60%                   0.60%
  Stock Index                                    0.35%             0.04%           0.39%                   0.39%
  Equity Income                                  0.40%             0.02%           0.42%                   0.42%
  Equity                                         0.45%             0.02%           0.47%                   0.40%
  Prudential Jennison                            0.60%             0.03%           0.63%                   0.63%
  Small Capitalization Stock                     0.40%             0.05%           0.45%                   0.45%
  Global                                         0.75%             0.09%           0.84%                   0.84%
  Natural Resources                              0.45%             0.12%           0.57%                   0.57%
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       2
<PAGE>



     *    Some investment management fees and expenses charged to the Series
          Fund may be higher than those that were previously charged to the
          Pruco Life Series Fund, Inc. (0.4%), in which the Account previously
          invested. Pruco Life currently makes payments to the following five
          subaccounts so that the portfolio expenses indirectly borne by a
          Contract owner investing in the Money Market, Diversified Bond,
          Conservative Balanced, Flexible Managed, and Equity Portfolios will
          not exceed 0.4%. No such offset will be made with respect to the
          remaining portfolios, which had no counterparts in the Pruco Life
          Series Fund, Inc.


TYPES OF DEATH BENEFIT

You choose either of two Contract Forms. Under Contract Form A, the death
benefit remains fixed in amount (unless the Contract becomes paid-up) and only
the cash surrender value will vary with investment experience. Under a newer
version, sold in most jurisdictions beginning in September 1986, the death
benefit may be increased to ensure that the Contract continues to satisfy the
Internal Revenue Code's definition of life insurance. Under Contract Form B,
both the death benefit and the cash surrender value will vary with investment
experience. However, the death benefit will never be less than the face amount
regardless of investment experience. There is no minimum cash surrender value
under either form of the Contract. (Unless we specifically state otherwise, all
descriptions of and references to the "Contract" apply to both old and new Form
A and Form B Contracts.)

PREMIUM PAYMENTS

You have flexibility with respect to the payment of premiums. The Contract sets
forth Scheduled Premiums payable annually, semi-annually, quarterly or monthly.
But you are generally permitted, within very broad limits, to pay greater than
Scheduled Premiums. However, the payment of premiums in excess of Scheduled
Premiums may cause the Contract to be classified as a Modified Endowment
Contract for federal income tax purposes. See PREMIUMS, page 13 and TAX
TREATMENT OF CONTRACT BENEFITS, page 27. The net portion of such payments will
promptly be invested in the manner you previously selected. Cash surrender
values will generally be increased whenever premiums are paid, unless earlier
unfavorable investment experience must first be offset. The amount payable upon
death under Contract Form B will also, generally, be increased by the payment of
premiums.

LAPSE AND GUARANTEE AGAINST LAPSE

As long as you pay Scheduled Premiums on or before the due dates (or within a
61-day grace period after the scheduled due date) and missed premiums are made
up later with interest, the Contract will not lapse, even if investment
experience is unfavorable. Thus, the payment of Scheduled Premiums guarantees
insurance protection at least equal to the face amount of the Contract. However,
the failure to pay a minimum Scheduled Premium will not necessarily result in
lapse of the Contract. If the net investment experience has been greater than
the 4% assumed net rate of return used by Pruco Life's actuaries in designing
this Contract, with a consequent increase in the amount invested under the
Contract, and the Contract owner then fails to pay premiums when due, Pruco Life
will use the "excess" amount to pay the charges due under the Contract and thus
keep the Contract inforce. See LAPSE AND REINSTATEMENT, page 22. In this case,
so long as the excess amount is sufficient, the Contract will not lapse despite
the owner's failure to pay Scheduled Premiums.

The amount of the Scheduled Premium, for a specific face amount of insurance,
depends upon the insured's sex (except where unisex rates apply), age at issue,
and risk classification. The Scheduled Premium cannot be increased until the
Contract anniversary after the insured's 65th birthday or, if later, 10 years
from the date the Contract is issued. A new, higher Scheduled Premium, called
the "second premium amount," is payable after this period. The second premium
amount will be stated in each Contract. It is calculated on the assumptions that
only Scheduled Premiums have been paid, and they have been paid when due, that
maximum mortality charges (covering the cost of insurance for the period in
question) and expense charges have been deducted, and that the net investment
return upon the amount invested under the Contract has been equal to the 4%
assumed net rate of return. If the amount invested under the Contract is higher
than would be the case if the above conservative assumptions are borne out by
experience, which currently appears to be a reasonable expectation, premiums
after the insured's 65th birthday (or at 10 years after the issue date, if
later) will be lower than the second premium amount stated in the Contract (and
may or may not be higher than the initial Scheduled Premium).

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


                                       3
<PAGE>


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

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

PRUCO LIFE INSURANCE COMPANY


Pruco Life Insurance Company ("Pruco Life", "us", "we", or "our") is a stock
life insurance company, organized in 1971 under the laws of the State of
Arizona. It is licensed to sell life insurance and annuities in the District of
Columbia, Guam, and in all states except New York.

Pruco Life is a wholly-owned subsidiary of The Prudential Insurance Company of
America ("Prudential"), a mutual insurance company founded in 1875 under the
laws of the State of New Jersey. Prudential is currently considering
reorganizing itself into a publicly traded stock company through a process known
as "demutualization". On February 10, 1998, Prudential's Board of Directors
authorized management to take preliminary steps necessary to allow Prudential to
demutualize. On July 1, 1998, legislation was enacted in New Jersey that would
permit this conversion to occur and that specified the process for conversion.
Demutualization is a complex process involving development of a plan of
reorganization, adoption of a plan by Prudential's Board of Directors, a public
hearing, voting by qualified policyholders, and regulatory approval. Prudential
is working toward completing this process in 2001 and currently expects adoption
by the Board of Directors to take place in the latter part of 2000. However,
there is no certainty that the demutualization will be completed in this
timeframe or that the necessary approvals will be obtained. Also it is possible
that after careful review, Prudential could decide not to demutualize or could
decide to delay its plans.

The plan of reorganization, which has not been fully developed and approved,
would provide the criteria for determining eligibility and the methodology for
allocating shares or other consideration to those who would be eligible.
Generally the amount of shares or other consideration eligible customers would
receive would be based on a number of factors, including types, amounts, and
issue years of the policies. As a general rule, owners of Prudential-issued
insurance policies and annuity contracts would be eligible, provided that their
policies were in force on the date Prudential's Board of Directors adopted a
plan of reorganization, while mutual fund customers and customers of the
Prudential's subsidiaries (such as the Pruco Life insurance companies) would not
be. It has not yet been determined whether any exceptions to that general rule
will be made with respect to policyholders and contractholders of Prudential's
subsidiaries. This does not constitute a proposal, offer, solicitation or
recommendation regarding any plan of reorganization that may be proposed or a
recommendation regarding the ownership of any stock that could be issued in
connection with any such demutualization.


PRUCO LIFE VARIABLE APPRECIABLE ACCOUNT


We have  established a separate  account,  the Pruco Life  Variable  Appreciable
Account  (the  "Account"),  to hold  the  assets  that are  associated  with the
Contracts. The Account was established on January 13, 1984 under Arizona law and
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.  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.

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 obligations to Contract owners and beneficiaries arising under the Contract
are general corporate obligations of Pruco Life.



                                       4
<PAGE>



Currently, you may invest in one or a combination of 13 subaccounts. When you
choose a subaccount, we purchase shares of the Series Fund which are held as an
investment for that option. We hold these shares in the Account. We may add
additional subaccounts 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 other
insurers that offer variable life insurance and variable annuity contracts. On
October 31, 1986, the Pruco Life Series Fund, Inc., an open-end diversified
management investment company, which sold its shares only to separate accounts
of Pruco Life and Pruco Life Insurance Company of New Jersey ("Pruco Life of New
Jersey"), was merged into the Series Fund. Prior to that date, the Account
invested only in shares of Pruco Life Series Fund, Inc. The Account will
purchase and redeem shares from the Series Fund at net asset value. Shares will
be redeemed to the extent necessary for Pruco Life to provide benefits under the
Contracts and to transfer assets from one subaccount to another, as requested by
Contract owners. Any dividend or capital gain distribution received from a
portfolio of the Series Fund will be reinvested immediately at net asset value
in shares of that portfolio and retained as assets of the corresponding
subaccount.

THE SERIES FUND HAS A SEPARATE PROSPECTUS THAT IS PROVIDED WITH THIS PROSPECTUS.
YOU SHOULD READ THE SERIES FUND PROSPECTUS BEFORE YOU DECIDE TO ALLOCATE ASSETS
TO THE SERIES FUND SUBACCOUNTS. THERE IS NO ASSURANCE THAT THE INVESTMENT
OBJECTIVES OF THE SERIES FUND PORTFOLIOS WILL BE MET.

Listed below are the available portfolios of the Series Fund and their
investment objectives:

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

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

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

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

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

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

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

o    EQUITY INCOME PORTFOLIO - The investment objective is both current income
     and capital appreciation. The Portfolio invests primarily in common stocks
     and convertible securities that provide good prospects for returns above
     those of the S&P 500 or the NYSE Composite Index.

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



                                       5
<PAGE>



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

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

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

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



Prudential is the investment adviser for the assets of each of the portfolios of
the Series Fund. Prudential's principal business address is 751 Broad Street,
Newark, New Jersey 07102-3777. Prudential has a Service Agreement with its
wholly-owned subsidiary The Prudential Investment Corporation ("PIC"). The
Service Agreement 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 LLC ("Jennison"). Jennison
furnishes investment advisory services for the Prudential Jennison Portfolio.
Further detail is provided in the prospectus and statement of additional
information for the Series Fund. Prudential, PIC, and Jennison are registered as
investment advisers under the 1940 Act.

As an investment adviser, Prudential charges the Series Fund a daily investment
management fee as compensation for its services. In addition to the investment
management fee, each portfolio incurs certain expenses, such as accounting and
custodian fees. See CHARGES AND EXPENSES, page 7.

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. Neither the companies that invest in the Series Fund nor the Series
Fund currently foresees any such disadvantage. The Series Fund's Board of
Directors intends to monitor events in order to identify any material conflict
between variable life insurance and variable annuity contract owners and to
determine what action, if any, should be taken. Material conflicts could result
from such things as: (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.


VOTING RIGHTS

We are the legal owner of the shares in the Series Fund associated with the
subaccounts. However, we vote the shares in the Series Fund according to voting
instructions we receive from Contract owners. We will mail you a proxy, which is
a form you need to complete and return to us to tell us how you wish us to vote.
When we receive those instructions, we will vote all of the shares we own on
your behalf in accordance with those instructions. We will vote the shares for
which we do not receive instructions and shares that we own, in the same
proportion as the shares for which instructions are received. We may change the
way your voting instructions are calculated if it is required by federal
regulation. 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.

THE FIXED-RATE OPTION

BECAUSE OF EXEMPTIVE AND EXCLUSIONARY PROVISIONS, INTERESTS IN THE FIXED-RATE
OPTION UNDER THE CONTRACT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933 AND THE GENERAL ACCOUNT HAS NOT BEEN REGISTERED AS AN INVESTMENT COMPANY
UNDER THE INVESTMENT COMPANY ACT OF 1940. ACCORDINGLY, INTERESTS IN THE
FIXED-RATE OPTION ARE NOT SUBJECT TO THE PROVISIONS OF THESE ACTS, AND PRUCO
LIFE HAS BEEN ADVISED THAT THE STAFF OF THE SEC HAS NOT REVIEWED THE DISCLOSURE
IN THIS PROSPECTUS RELATING TO THE FIXED-RATE OPTION. ANY INACCURATE OR
MISLEADING DISCLOSURE REGARDING THE FIXED-RATE OPTION MAY, HOWEVER, BE SUBJECT
TO CERTAIN GENERALLY APPLICABLE PROVISIONS OF FEDERAL SECURITIES LAWS.

You may choose to allocate, either initially or by transfer, all or part of your
Contract Fund to a fixed-rate option. This amount becomes part of Pruco Life's
general account. The general account consists of all assets owned by Pruco Life
other than those in the Account and in other separate accounts that have been or
may be established by Pruco Life. Subject to applicable law, Pruco Life has sole
discretion over the investment of the general account assets. Contract owners do
not share in the investment experience of those assets. Instead, Pruco Life
guarantees that the part of the



                                       6
<PAGE>



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%.

Transfers from the fixed-rate option are subject to strict limits. See
Transfers, page 15. 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 22.


THE PRUCO LIFE VARIABLE CONTRACT REAL PROPERTY ACCOUNT


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


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

A FULL DESCRIPTION OF THE REAL PROPERTY ACCOUNT, ITS MANAGEMENT, POLICIES,
RESTRICTIONS, CHARGES AND EXPENSES, INVESTMENT RISKS, INVESTMENT OBJECTIVES, AND
ALL OTHER ASPECTS OF THE REAL PROPERTY ACCOUNT'S AND THE PARTNERSHIP'S
OPERATIONS IS CONTAINED IN THE ATTACHED PROSPECTUS FOR THE REAL PROPERTY
ACCOUNT. IT SHOULD BE READ TOGETHER WITH THIS PROSPECTUS BY ANY CONTRACT OWNER
CONSIDERING THE REAL ESTATE INVESTMENT OPTION. THERE IS NO ASSURANCE THAT THE
INVESTMENT OBJECTIVES OF THE REAL PROPERTY ACCOUNT WILL BE MET.

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, Small Capitalization
Stock, Global, or Natural Resources Portfolios may be desirable options for
Contract owners who are willing to accept such volatility in their Contract
values. Each of these equity portfolios involves different investment risks,
policies, and programs.

You may prefer the somewhat greater protection against loss of principal (and
reduced chance of high total return) provided by the Government Income or
Diversified Bond Portfolios. Or, you may want even greater safety of principal
and may prefer the Money Market Portfolio or the fixed-rate option, recognizing
that the level of short-term rates may change rather rapidly. If you are willing
to take risks and possibly achieve a higher total return, you may prefer the
High Yield Bond Portfolio, recognizing that the risks are greater for lower
quality bonds with normally higher yields. 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 judgement for an appropriate asset
mix by choosing one of the Balanced Portfolios. The Real Property Account
permits diversification to your investment under the Contract to include an
interest in a pool of income-producing real property, and real estate is often
considered to be a hedge against inflation.

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

                    DETAILED INFORMATION FOR CONTRACT OWNERS


CHARGES AND EXPENSES

This section provides a more detailed description of each charge that is
described briefly in the chart on page 1.

In several instances we 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


                                       7
<PAGE>



amount that Pruco Life is now charging. If circumstances change, Pruco Life
reserves the right to increase each current charge, up to the maximum charge,
without giving any advance notice.

All of the charges we make, whether deducted from premiums or from the Contract
Fund, are described below:

     1.   We deduct a charge of $2 from each premium payment to cover the cost
          of collecting and processing premiums. Thus, if you pay premiums
          annually, you will incur lower aggregate processing charges than those
          who pay premiums more frequently. During 1999, 1998, and 1997, Pruco
          Life received a total of approximately $1,979,000, $3,796,000, and
          $4,104,000, respectively, in processing charges.

     2.   We deduct a charge of up to 5% from each premium payment for sales
          expenses. This charge, often called a "sales load", is deducted to
          compensate us for the costs of selling the Contracts, including
          commissions, advertising, and the printing and distribution of
          prospectuses and sales literature. We will deduct part of this sales
          load from each premium received in an amount up to 5% of the portion
          of the premium remaining after the $2 administrative charge has been
          deducted. We also deduct 5% of each additional premium, whether
          scheduled or unscheduled. We will deduct the remainder of the sales
          load only if the Contract is surrendered or stays in default past its
          days of grace. This second part is called the deferred sales charge.
          However, we will not deduct the deferred sales charge for Contracts
          that lapse or are surrendered on or after the Contract's 10th
          anniversary. The deferred sales charge will be reduced for Contracts
          that lapse or are surrendered sometime between the eighth month of the
          sixth year and the 10th anniversary. No deferred sales charge is
          applicable to the death benefit, no matter when that becomes payable.

          For Contracts under which premiums are payable annually, we will
          charge the maximum deferred sales charge if the Contract lapses or is
          surrendered, until the seventh month of the sixth Contract year or an
          increase in the face amount of insurance. Thereafter, the sales charge
          will be the maximum charge reduced uniformly until it becomes zero at
          the end of the 10th Contract year. More precisely, the deferred sales
          charge will be the maximum charge reduced by a factor equal to the
          number of complete months that have elapsed between the end of the
          sixth month in the Contract's sixth year and the date of surrender or
          lapse, divided by 54 (since there are 54 months between that date and
          the Contract's 10th anniversary). The following table shows
          illustrative deferred sales load charges that will be made when such
          Contracts are surrendered or lapse.


<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
                                            THE DEFERRED SALES
                                                CHARGE WILL                  WHICH IS EQUAL TO THE
               FOR CONTRACTS                 BE THE FOLLOWING              FOLLOWING PERCENTAGE OF
                SURRENDERED                      PERCENTAGE                     THE SCHEDULED
                  DURING                     OF ONE SCHEDULED               PREMIUMS DUE TO DATE OF
                                              ANNUAL PREMIUM                       SURRENDER
- -----------------------------------------------------------------------------------------------------
            <S>                                     <C>                             <C>
            Entire Year 1                           25%                             25.00%
            Entire Year 2                           30%                             15.00%
            Entire Year 3                           35%                             11.67%
            Entire Year 4                           40%                             10.00%
            Entire Year 5                           45%                              9.00%
            First 7 Months of Year 6                45%                              7.50%
            First Month of Year 7                   40%                              5.71%
            First Month of Year 8                   30%                              3.75%
            First Month of Year 9                   20%                              2.22%
            First Month of Year 10                  10%                              1.00%
            First Month of Year 11
                   and Thereafter                    0%                              0.00%
- -----------------------------------------------------------------------------------------------------
</TABLE>


For Contracts under which premiums are payable more frequently than annually,
the deferred sales charge will be 25% of the first year's Scheduled Premiums due
on or before the date of surrender or lapse and 5% of the Scheduled Premiums for
the second through fifth Contract years due on or before the date of surrender
or lapse. Thus, for such Contracts the maximum deferred sales charge will also
be equal to 9% of the total Scheduled Premiums for the first five Contract
years. This amount will be higher in dollar amount than it would have been had
premiums been paid annually because the total of the Scheduled Premiums is
higher. See PREMIUMS, page 13. To compensate for this, the reduction in the
deferred sales charge will start slightly earlier for Contracts under which
premiums are paid semi-annually, still earlier if premiums are paid quarterly
and even earlier if premiums are paid monthly. The reductions are graded
smoothly so that the dollar amount of the deferred sales charge for two persons
of the same age, sex, contract size, and Contract Date, will be



                                       8
<PAGE>



     identical beginning in the seventh month of the sixth Contract year without
     regard to the frequency at which premiums were paid.

     For purposes of determining the deferred sales charge, the Scheduled
     Premium is the premium payable for an insured in the preferred rating
     class, even if the insured is in a higher rated risk class. Moreover, if
     premiums have been paid in excess of the Scheduled Premiums, the charge is
     based upon the Scheduled Premiums. If a Contract is surrendered when less
     than the aggregate amount of the Scheduled Premiums due on or before the
     date of surrender has been paid, the deferred sales charge percentages will
     be applied to the premium payments due on or before the fifth anniversary
     date that were actually paid, whether timely or not, before surrender.
     During 1999, 1998, and 1997, Pruco Life received a total of approximately
     $0, $48,000, and $256,000, respectively, in sales load charges.

     We waive the portion of the sales load deducted from each premium (5% of
     the portion of the premium remaining after the $2 processing charge has
     been deducted) for premiums paid after total premiums paid under the
     Contract exceed five years of Scheduled Premiums on an annual basis. Thus,
     with respect to a premium paid after that total is reached, only the 2.5%
     premium tax charge and the $2 processing charge is deducted before the
     premium is allocated to the Account, fixed-rate option, or the Real
     Property Account, according to your instructions. We may, on a uniform and
     non-contractual basis, withdraw or modify this concession, although we do
     not currently intend to do so. If you elect to increase the face amount of
     your Contract, the rules governing the non-guaranteed waiver of the 5%
     front-end sales load will apply separately to the base Contract and the
     increase, as explained under INCREASES IN FACE AMOUNT on page 20.

3.   We deduct a charge from each premium payment for state and local
     premium-based taxes. This charge is equal to 2.5% of the premium remaining
     after the $2 processing charge has been deducted. (The 7.5% deduction
     referred to on page 11 is made up of the 5% sales load charge and the 2.5%
     premium tax charge.) State premium tax rates vary from jurisdiction to
     jurisdiction and generally range from 0.75% to 5% (but in some instances
     may exceed 5%). Pruco Life may collect more for this charge than it
     actually pays for premium taxes. During 1999, 1998, and 1997, Pruco Life
     received a total of approximately $4,125,000, $4,694,000, and $5,040,000,
     respectively, in charges for payment of state and local premium taxes.

4.   On each Monthly date, we reduce the Contract Fund by an expense charge of
     $2.50 per Contract and up to $0.02 per $1,000 of face amount (excluding the
     automatic increase under Contracts issued on insureds of 14 years of age or
     less). Currently, this $0.02 per $1,000 charge will not be greater than $2
     per month. We currently waive this $0.02 per $1,000 charge for Contracts
     issued after June 1, 1987 on a Pru-Matic Plan basis. Thus, for a Contract
     with the minimum face amount of $60,000, not issued on a Pru-Matic Plan
     basis, the aggregate amount deducted each year will be $44.40. This charge
     is to compensate Pruco Life for administrative expenses incurred, among
     other things, for processing claims, paying cash surrender values, making
     Contract changes, keeping records, and communicating with Contract owners.
     We will not make this charge if your Contract becomes paid-up or has been
     continued inforce, after lapse, as variable reduced paid-up insurance.
     During 1999, 1998, and 1997, Pruco Life received a total of approximately
     $13,813,000, $12,474,000, and $13,100,000, respectively, in monthly
     administrative charges.

5.   On each Monthly date, we reduce the Contract Fund by a charge of $0.01 per
     $1,000 of face amount (excluding the automatic increase under Contracts
     issued on insureds of 14 years of age or less). We deduct this charge for
     the risk we assume by guaranteeing that, no matter how unfavorable
     investment experience may be, the death benefit will never be less than the
     face amount, provided Scheduled Premiums are paid on or before the due date
     or during the grace period. We do not make this charge if your Contract
     becomes paid-up or has been continued inforce, after lapse, as variable
     reduced paid-up insurance. During 1999, 1998, and 1997, Pruco Life received
     a total of approximately $1,049,000, $1,649,000, and $2,494,000,
     respectively, for this risk charge.

6.   On each Monthly date, we deduct a mortality charge from the Contract Fund
     to cover anticipated mortality costs. When an insured dies, the amount paid
     to the beneficiary is larger than the Contract Fund and significantly
     larger if the insured dies in the early years of a Contract. The mortality
     charges enable Pruco Life to pay this larger death benefit. We determine
     the charge by multiplying the "net amount at risk" under a Contract (the
     amount by which the Contract's death benefit, computed as if there were
     neither riders nor Contract debt, exceeds the Contract Fund) by a rate
     based upon: (1)the insured's sex (except where unisex rates apply); (2)
     current attained age; and (3) the anticipated mortality for that class of
     persons. The maximum rate that Pruco Life may charge is based upon the 1980
     CSO Tables. We may determine that a lesser amount than that called for by
     these mortality tables will be adequate to defray anticipated mortality
     costs for insureds of particular ages. If this occurs, we may make a lower
     mortality charge for such persons. We reserve the right to charge full
     mortality charges based on the applicable 1980 CSO Table, and any lower
     current mortality



                                        9
<PAGE>



     charges are not applicable to Contracts inforce pursuant to an OPTION ON
     LAPSE. See OPTIONS ON LAPSE, page 26. If a Contract has a face amount of at
     least $100,000 and the insured has met strict underwriting requirements so
     that the Contract is inforce on a "Select Rating" basis for the particular
     risk classification, current mortality charges for all ages may be lower
     still.

     Certain Contracts, for example Contracts issued in connection with
     tax-qualified pension plans, may be issued on a "guaranteed issue" basis
     and may have current mortality charges which are different from those
     mortality charges for Contracts which are individually underwritten. These
     Contracts with different current mortality charges may be offered to
     categories of individuals meeting eligibility guidelines determined by
     Pruco Life.

7.   We deduct a charge for assuming mortality and expense risks. We deduct
     daily from the assets of each of the subaccounts of the Account and/or from
     the subaccount of the Real Property Account relating to this Contract, a
     percentage of those assets equivalent to an effective annual rate of 0.60%.
     The mortality risk assumed is that insureds may live for a shorter period
     of time than Pruco Life estimated. The expense risk assumed is that
     expenses incurred in issuing and administering the Contract will be greater
     than Pruco Life estimated. During 1999, 1998, and 1997, Pruco Life received
     a total of approximately $19,654,000, $19,159,000, and $16,981,000,
     respectively, in mortality and expense risk charges. This charge is not
     assessed against amounts allocated to the fixed-rate option.

8.   We deduct an administrative charge of $5 for each $1,000 of face amount of
     insurance (excluding the automatic increase under Contracts issued on
     insureds of 14 years of age or less) upon lapse or surrender of the
     Contract. This charge is made to cover the costs of: (1) processing
     applications; (2) conducting medical examinations; (3) determining
     insurability and the insured's risk class; and (4) establishing records
     relating to the Contract. However, this charge will not be assessed upon
     issuance of the Contract, nor will it ever be deducted from any death
     benefit payable under the Contract. Rather, it will be deducted only if the
     Contract is surrendered or lapses when it is in default past its days of
     grace, and even then it will not be deducted at all for Contracts that stay
     inforce through the end of the Contract's 10th anniversary (later if
     additional insurance is added after issue). And the charge will be reduced
     for Contracts that lapse or are surrendered before then but after the
     Contract's fifth anniversary. Specifically, the charge of $5 per $1,000
     will be assessed upon surrenders or lapses occurring on or before the
     Contract's fifth anniversary. For each additional full month that the
     Contract stays inforce on a premium paying basis, this charge is reduced by
     $0.0833 per $1,000 of initial face amount, so that it disappears on the
     10th anniversary. During 1999, 1998, and 1997, Pruco Life received a total
     of approximately $221,000, $684,000, and $1,740,000, respectively, from
     surrendered or lapsed Contracts. Additionally, if a Contract has a face
     amount of at least $100,000 and was issued on other than a Select Rating
     basis (see item 6, above), the owner may request that the Contract be
     reclassified to a Select Rating basis. Requests for reclassification to a
     Select Rating basis may be subject to an underwriting fee of up to $250,
     but we currently intend to waive that charge if the reclassification is
     effected concurrently with an increase in face amount.

9.   We deduct an administrative processing charge, in connection with each
     withdrawal of cash surrender value, which is the lesser of: (a) $15; and
     (b) 2% of each withdrawal amount. See WITHDRAWAL OF EXCESS CASH SURRENDER
     VALUE, page 19.

10.  If the Contract includes riders, we make monthly deductions from the
     Contract Fund for charges applicable to those riders. A deduction will also
     be made if the rating class of the insured results in an extra charge.

11.  An investment advisory fee is deducted daily from each portfolio at a rate,
     on an annualized basis, from 0.35% for the Stock Index Portfolio to 0.75%
     for the Global Portfolio. The expenses incurred in conducting the
     investment operations of the portfolios (such as custodian fees and
     preparation and distribution of annual reports) are paid out of the
     portfolio's income. These expenses also vary from portfolio to portfolio.

     The total expenses of each portfolio for the year 1999, expressed as a
     percentage of the average assets during the year, are shown below:



<PAGE>


<TABLE>
<CAPTION>

     -------------------------------------------------------------------------------------------------
                                          TOTAL PORTFOLIO EXPENSES
     -------------------------------------------------------------------------------------------------
                                                                              TOTAL
            PORTFOLIO                    INVESTMEN            OTHER        CONTRACTUAL    TOTAL ACTUAL
                                        ADVISORY FEE        EXPENSES        EXPENSES        EXPENSES*
     -------------------------------------------------------------------------------------------------
     <S>                                    <C>               <C>             <C>             <C>
     Money Market                           0.40%             0.02%           0.42%           0.40%
     Diversified Bond                       0.40%             0.03%           0.43%            040%
     Government Income                      0.40%             0.04%           0.44%           0.44%
     Conservative Balanced                  0.55%             0.02%           0.57%           0.40%
     Flexible Managed                       0.60%             0.02%           0.62%           0.40%
     High Yield Bond                        0.55%             0.05%           0.60%           0.60%
     Stock Index                            0.35%             0.04%           0.39%           0.39%
     Equity Income                          0.40%             0.02%           0.42%           0.42%
     Equity                                 0.45%             0.02%           0.47%           0.40%
     Prudential Jennison                    0.60%             0.03%           0.63%           0.63%
     Small Capitalization Stock             0.40%             0.05%           0.45%           0.45%
     Global                                 0.75%             0.09%           0.84%           0.84%
     Natural Resources                      0.45%             0.12%           0.57%           0.57%
     -------------------------------------------------------------------------------------------------
</TABLE>

     *    Some investment management fees and expenses charged to the Series
          Fund may be higher than those that were previously charged to the
          Pruco Life Series Fund, Inc. (0.4%), in which the Account previously
          invested. Pruco Life currently makes payments to the following five
          subaccounts so that the portfolio expenses indirectly borne by a
          Contract owner investing in the Money Market, Diversified Bond,
          Conservative Balanced, Flexible Managed, and Equity Portfolios will
          not exceed 0.4%. No such offset will be made with respect to the
          remaining portfolios, which had no counterparts in the Pruco Life
          Series Fund, Inc.

The earnings of the Account are taxed as part of the operations of Pruco Life.
Currently, no charge is being made to the Account for Pruco Life's federal
income taxes. We will review the question of a charge to the Account for Pruco
Life's federal income taxes periodically. Such a charge may be made in the
future for any federal income taxes that would be attributable to the Contracts.

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

The investment management fee and other expenses charged against the Real
Property Account are described in the attached prospectus for that investment
option.


REQUIREMENTS FOR ISSUANCE OF A CONTRACT

As of May 1, 1992, Pruco Life no longer offered these Contracts for sale.
Generally, the minimum initial guaranteed death benefit was $60,000. However,
higher minimums are applied to insureds over the age of 75. Insureds 14 years of
age or less could apply for a minimum initial guaranteed death benefit of
$40,000. The Contract was generally issued on insureds below the age of 81.
Before issuing any Contract, Pruco Life required evidence of insurability which
may have included a medical examination. Non-smokers who met preferred
underwriting requirements were offered the most favorable premium rate. A higher
premium is charged if an extra mortality risk is involved. Certain classes of
Contracts, for example a Contract issued in connection with a tax-qualified
pension plan, may have been issued on a "guaranteed issue" basis and may have a
lower minimum initial death benefit than a Contract which was individually
underwritten. 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, a Contract may be returned for a refund within 10 days after it is
received by the Contract owner, within 45 days after Part I of the application
for insurance is signed or within 10 days after Pruco Life mails or delivers a
Notice of Withdrawal Right, whichever is latest. Some states allow a longer
period of time during which a Contract may be returned for a refund. A refund
can be requested by mailing or delivering the Contract to the representative who
sold it or to the Home Office specified in the Contract. A Contract returned
according to this provision shall be deemed void from the beginning. The
Contract owner will then receive a refund of all premium payments made, plus or
minus any


                                       11
<PAGE>


change due to investment experience. However, if applicable law so requires, the
Contract owner who exercises his or her short-term cancellation right will
receive a refund of all premium payments made, with no adjustment for investment
experience.

CONTRACT FORMS

Two forms of the Contract were available. The Scheduled Premium for the Contract
was the same for a given insured, regardless of which Contract Form you chose.
Contract Form A has a death benefit equal to the initial face amount of
insurance. The death benefit of a Form A Contract does not vary with the
investment performance of the investment options you selected, unless the
Contract becomes paid-up or, under a revised version of the Contract, unless the
death benefit is increased to ensure that the Contract meets the Internal
Revenue Code's definition of life insurance. See HOW A CONTRACT'S DEATH BENEFIT
WILL VARY, page 17. Favorable investment results on the assets related to the
Contract and greater than Scheduled Premiums will generally result in increases
in the cash surrender value. See HOW A CONTRACT'S CASH SURRENDER VALUE WILL
VARY, page 16.

Contract Form B also has an initial face amount of insurance but favorable
investment performance and greater than Scheduled Premiums generally result in
an increase in the death benefit and, over time, in a lesser increase in the
cash surrender value than under the Form A Contract. See HOW A CONTRACT'S CASH
SURRENDER VALUE WILL VARY, page 16 and HOW A CONTRACT'S DEATH BENEFIT WILL VARY,
page 17. Unfavorable investment performance will result in decreases in the
death benefit (but never below the face amount stated in the Contract) and in
the cash surrender value.

Both Form A and Form B Contracts covering insureds of 14 years of age or less
contain a special provision providing that the face amount of insurance will
automatically be increased, on the Contract anniversary after the insured's 21st
birthday, to 150% of the initial face amount, so long as the Contract is not
then in default. This new face amount becomes the new guaranteed minimum death
benefit. The death benefit will also usually increase, at the same time, by the
same dollar amount. In certain circumstances, however, it may increase by a
smaller amount. See WHEN A CONTRACT BECOMES PAID-UP, page 18 and HOW A
CONTRACT'S DEATH BENEFIT WILL VARY, page 17. This increase in death benefit will
also generally increase the net amount at risk under the Contract, thus
increasing the mortality charge deducted each month from amounts invested under
the Contract. See item 6 under CHARGES AND EXPENSES, page 7. The automatic
increase in the face amount of insurance may affect the level of future premium
payments you can make without causing the Contract to be classified as a
Modified Endowment Contract. See TAX TREATMENT OF CONTRACT BENEFITS, page 27.
You should consult your tax adviser and Pruco Life representative before making
unscheduled premium payments.

Contract owners of Form A Contracts should note that a withdrawal may result in
a portion of the surrender charge being deducted from the Contract Fund.
Furthermore, a Contract owner with a minimum face amount Form A Contract cannot
make withdrawals. Contract owners of Form B Contracts will not incur a surrender
charge for a withdrawal and are not restricted if they purchased a minimum size
Contract. See WITHDRAWAL OF EXCESS CASH SURRENDER VALUE, page 19.

Under the original versions of these Contracts, there are other distinctions
between the Contract Forms. Contract Form A will become paid-up more rapidly
than a comparable Form B Contract. But Contract owners of Form A Contracts
should be aware that since premium payments and favorable investment experience
do not increase the death benefit, unless the Contract has become paid-up, the
beneficiary will not benefit from the possibility that the Contract will have a
large cash surrender value at the time of the insured's death.

Under a revised version of the Contract that was made available beginning in
September 1986, in jurisdictions where it is approved, the Contract will never
become paid-up. Instead, the death benefit under these revised Contracts is
always at least as great as the Contract Fund divided by the net single premium.
See HOW A CONTRACT'S DEATH BENEFIT WILL VARY, page 17. Thus, instead of becoming
paid-up, the Contract's death benefit will always be large enough to meet the
Internal Revenue Code's definition of life insurance. Whenever the death benefit
is determined in this way, Pruco Life reserves the right to refuse to accept
further premium payments, although in practice the payment of at least Scheduled
Premiums will be allowed.

CONTRACT DATE


The Contract Date will ordinarily be the later of the application date and the
medical examination date. Under certain circumstances, we allowed the Contract
to be back-dated, but only to a date not earlier than six months prior to the
application date. 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.



                                       12
<PAGE>

Premiums

Scheduled Premiums on the Contract are payable during the insured's lifetime on
an annual, semi-annual, quarterly or monthly basis on due dates set forth in the
Contract. If you pay premiums more often than annually, the aggregate annual
premium will be higher to compensate Pruco Life both for the additional
processing costs (see item 1 under CHARGES AND EXPENSES, page 7) and for the
loss of interest (computed generally at an annual rate of 8%) incurred because
premiums are paid throughout rather than at the beginning of each Contract year.
The premium amount depends on the Contract's initial death benefit and the
insured's age at issue, sex (except where unisex rates apply), and risk
classification. If you pay premiums other than monthly, we will notify you about
three weeks before each due date, that a premium is due. If you pay premiums
monthly, we will send to you each year a book with 12 coupons that will serve as
a reminder. You may change the frequency of premium payments with Pruco Life's
consent.

You may elect to have monthly premiums paid automatically under the "Pru-Matic
Premium Plan" by pre-authorized transfers from a bank checking account.
Currently, Contract owners selecting the Pru-Matic Premium Plan on Contracts
issued after June 1, 1987 will have reduced current monthly expense charges. See
item 4 under CHARGES AND EXPENSES, page 7. You may also be eligible to have
monthly premiums paid by pre-authorized deductions from an employer's payroll.

Each Contract sets forth two premium amounts. The initial premium amount is
payable on the Contract Date (the date the Contract was issued, as noted in each
individual Contract) and on each subsequent due date until the Contract's
anniversary immediately following the insured's 65th birthday (or until the
Contract's tenth anniversary, if that is later). The second and higher premium
amount set forth in the Contract is payable on and after that anniversary (the
"premium change date"). However, if the amount invested under the Contract, net
of any excess premiums, is higher than it would have been had only Scheduled
Premiums been paid, had maximum contractual charges been deducted, and had only
an average net rate of return of 4% been earned, then the second premium amount
will be lower than the maximum amount stated in the Contract. Under the original
version of the Contracts, if investment experience has been favorable enough,
the Contract may become paid-up before or by the premium change date. We reserve
the right not to accept any further premium payments on a paid-up Contract. We
will tell you what the amount of your second premium will be.

The Contracts include a premium change date, with Scheduled Premiums potentially
increasing after that date to a second premium amount. Thus, you are provided
with both the flexibility to pay lower initial Scheduled Premiums and a
guarantee of lifetime insurance coverage, if all Scheduled Premiums are paid.
The tables on pages T1 through T4 show how the second premium amount compares
with the first premium amount under Contracts and for different hypothetical
investment results.

The following table shows, for two face amounts, representative initial
preferred rating and standard rating annual premium amounts under either Form A
or Form B Contracts issued on insureds who are not substandard risks:

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------
                        $60,000 FACE AMOUNT                    $100,000 FACE AMOUNT
- ------------------------------------------------------------------------------------------------------
                              PREFERRED          STANDARD            PREFERRED             STANDARD
- ------------------------------------------------------------------------------------------------------
    <S>                        <C>                 <C>                 <C>                 <C>
    MALE, AGE 35
    AT ISSUE                   $554.80             $669.40             $902.00             $1,093.00
- ------------------------------------------------------------------------------------------------------
    FEMALE, AGE 45
    AT ISSUE                   $698.80             $787.60            $1,142.00            $1,290.00
- ------------------------------------------------------------------------------------------------------
    MALE, AGE 55
    AT ISSUE                 $1,556.20           $1,832.20           $2,571.00            $3,031.00
- ------------------------------------------------------------------------------------------------------
</TABLE>


The following table compares annual and monthly premiums for insureds who are in
the preferred rating class. Note that in these examples the sum of 12 monthly
premiums for a particular Contract is approximately 105% to 109% of the annual
premium for that Contract.


                                       13
<PAGE>


<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------
                          $60,000 FACE AMOUNT                                $100,000 FACE AMOUNT
- -------------------------------------------------------------------------------------------------------
                               MONTHLY             ANNUAL               MONTHLY               ANNUAL
- -------------------------------------------------------------------------------------------------------
<S>                             <C>                <C>                   <C>                  <C>
     MALE, AGE 35
     AT ISSUE                    $50.00             $554.80               $80.00               $902.00
- -------------------------------------------------------------------------------------------------------
     FEMALE, AGE 45
     AT ISSUE                    $62.60             $698.80              $101.00              $1,142.00
- -------------------------------------------------------------------------------------------------------
     MALE, AGE 55
     AT ISSUE                   $136.40            $1,556.20             $224.00              $2,571.00
- -------------------------------------------------------------------------------------------------------
</TABLE>


You may select a higher contemplated premium than the Scheduled Premium. We will
bill you for the chosen premium. In general, the regular payment of higher
premiums will result in higher cash surrender values and, at least under Form B,
in higher death benefits. Under the original version of the Contracts, such
payments may also provide a means of obtaining a paid-up Contract earlier than
if only Scheduled Premiums are paid.

In some cases the payment of greater than Scheduled Premiums or favorable
investment experience may result in the Contract becoming paid-up so that no
further premium payments will be necessary. If this happens, Pruco Life may
refuse to accept any further premium payments. If a Contract becomes paid-up,
the death benefit then inforce becomes the guaranteed minimum death benefit;
apart from this guarantee, the death benefit and the cash surrender value of the
paid-up Contract will thereafter vary daily to reflect the investment experience
of amounts invested under the Contract. Contracts sold beginning in September
1986 in jurisdictions where all necessary approvals have been obtained will no
longer become paid-up. Instead, the death benefit will be increased so that it
is always at least as great as the Contract Fund divided by the net single
premium for the insured's attained age at such time. See HOW A CONTRACT'S DEATH
BENEFIT WILL VARY, page 17. The term "Contract Fund" refers generally to the
total amount invested under the Contract and is defined under CHARGES AND
EXPENSES on page 7. The term "net single premium," the factor which determines
how much the death benefit will increase for a given increase in the Contract
Fund, is defined and illustrated under item 2 of HOW A CONTRACT'S DEATH BENEFIT
WILL VARY on page 17. Whenever the death benefit is determined in this way,
Pruco Life reserves the right to refuse to accept further premium payments,
although in practice the payment of the lesser of two years' Scheduled Premiums
or the average of all premiums paid over the last five years will generally be
allowed.

The payment of premiums substantially in excess of Scheduled Premiums may cause
the Contract to be classified as a Modified Endowment Contract. If this happens,
loans and other distributions which otherwise would not be taxable events may be
subject to federal income taxation. See TAX TREATMENT OF CONTRACT BENEFITS, page
27.

ALLOCATION OF PREMIUMS


The initial premium, after we deduct applicable charges, is allocated among the
subaccounts, the fixed-rate option or the Real Property Account on the Contract
Date, according to the desired allocation specified in the application form. The
invested portion of all subsequent premiums, are placed in the selected
investment option[s] on the date of receipt at a Home Office. A $2 per payment
processing charge and a deduction of up to 7.5% to cover certain charges apply
to all subsequent premium payments. The remainder will be invested as of the end
of the valuation period in which it is received at a Home Office in accordance
with the allocation you previously designated. The "valuation period" means the
period of time from one determination of the value of the amount invested in a
subaccount to the next. Such determinations are made when the net asset values
of the portfolios of the Series Fund are calculated, which is generally at 4:00
p.m. Eastern time on each day during which the New York Stock Exchange is open.
Provided the Contract is not in default, you may change the way in which
subsequent premiums are allocated by giving written notice to a Home Office or
by telephoning a Home Office, provided you are enrolled to use the Telephone
Transfer System. There is no charge for reallocating future premiums among the
investment options. If any portion of a premium is allocated to a particular
subaccount, to the fixed-rate option or to the Real Property Account, that
portion must be at least 10% on the date the allocation takes effect. All
percentage allocations must be in whole numbers. For example, 33% can be
selected but 331/3% cannot. Of course, the total allocation of all selected
investment options must equal 100%.



                                       14
<PAGE>


DOLLAR COST AVERAGING


Under the Dollar Cost Averaging ("DCA") feature, either fixed dollar amounts or
a percentage of the amount you designate under the DCA option will be
transferred periodically from the DCA Money Market subaccount into other
subaccounts available under the Contract, excluding the Money Market subaccount
and the fixed-rate option, but including the Real Property Account. Automatic
monthly transfers must be at least 3% of the amount allocated to the DCA account
and must be a minimum of $20 transferred into any one investment option. These
amounts are subject to change at Pruco Life's discretion. The minimum transfer
amount will only be recalculated if the amount designated for transfer is
increased.


Currently, the amount initially designated to DCA must be at least $2,000. This
minimum is subject to change at Pruco Life's discretion. Subject to the
limitations on premium payments and transfers, you may allocate or transfer
amounts to the DCA account after DCA has been established and as long as the DCA
account has a positive balance. In addition, if you pay premiums on an annual or
semi-annual basis and you have already established DCA, the premium allocation
instructions may include an allocation of all or a portion of all your premium
payments to the DCA account.

Each automatic monthly transfer will take effect as of the end of the valuation
period on the Monthly Date (i.e. the Contract Date and the same date in each
subsequent month), provided the New York Stock Exchange ("NYSE") is open on that
date. If the NYSE is not open on the Monthly Date, the transfer will take effect
as of the end of the valuation period on the next day that the NYSE is open. If
the Monthly Date does not occur in a particular month (e.g., February 30), the
transfer will take effect as of the end of the valuation period on the last day
of that month that the NYSE is open. Automatic monthly transfers will continue
until the balance in the DCA account reaches zero, or until the Contract owner
gives notification of a change in allocation or cancellation of the feature. If
the Contract has outstanding premium allocation to the DCA account, but the DCA
option has previously been canceled, premiums allocated to the DCA account will
be allocated to the Money Market subaccount. Currently, there is no charge for
using the DCA feature.

TRANSFERS

If the Contract is not in default, or if the Contract is inforce as variable
reduced paid-up insurance (see OPTIONS ON LAPSE, page 26), you may, up to four
times in each Contract year, transfer amounts from one subaccount to another
subaccount, to the fixed-rate option or to the Real Property Account. Currently,
you may make additional transfers with our consent without charge. All or a
portion of the amount credited to a subaccount may be transferred.

Transfers among subaccounts will take effect as of the end of the valuation
period in which a proper transfer request is received at a Home Office. The
request may be in terms of dollars, such as a request to transfer $10,000 from
one subaccount to another, or may be in terms of a percentage reallocation among
subaccounts. In the latter case, as with premium reallocations, the percentages
must be in whole numbers. You may transfer amounts by proper written notice to a
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 the Contract is jointly owned or if you elect not to have
this privilege. Telephone transfers may not be available on Contracts that are
assigned, see ASSIGNMENT, page 29, depending on the terms of the assignment.

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 only during the 30-day period beginning on the Contract
anniversary. The maximum amount which may be transferred out of the fixed-rate
option each year is the greater of: (a) 25% of the amount in the fixed-rate
option, and (b) $2,000. Such transfer requests received prior to the Contract
anniversary will be effected on the Contract anniversary. Transfer requests
received within the 30-day period beginning on the Contract anniversary will be
effected as of the end of the valuation period in which a proper transfer
request is received at a Home Office. Pruco Life may change these limits in the
future. Transfers to and from the Real Property Account are subject to
restrictions described in the attached prospectus for the Real Property Account.

We may, on a non-discriminatory basis, permit the owner of an APPRECIABLE LIFE
insurance policy issued by Pruco Life (this fixed-benefit policy is briefly
described under RIGHT TO EXCHANGE A CONTRACT FOR A FIXED-BENEFIT INSURANCE
POLICY on page 26) to exchange his or her policy for a comparable Variable
APPRECIABLE LIFE Contract with the same Contract Date, Scheduled Premiums, and
Contract Fund without charge.


                                       15
<PAGE>


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

REDUCTION OF CHARGES FOR CONCURRENT SALES TO SEVERAL INDIVIDUALS

We may reduce the sales charges and/or other charges on individual Contracts
sold to members of a class of associated individuals, or to a trustee, employer
or other entity representing a class, where it is expected that such multiple
sales will result in savings of sales or administrative expenses. Pruco Life
determines both the eligibility for such reduced charges, as well as the amount
of such reductions, by considering the following factors:

(1)  the number of individuals;

(2)  the total amount of premium payments expected to be received from these
     Contracts;

(3)  the nature of the association between these individuals, and the expected
     persistency of the individual Contracts; (4) the purpose for which the
     individual Contracts are purchased and whether that purpose makes it likely
     that expenses will be reduced; and

(5)  any other circumstances which we believe to be relevant in determining
     whether reduced sales or administrative expenses may be expected.

Some of the reductions in charges for these sales may be contractually
guaranteed; other reductions may be withdrawn or modified by Pruco Life on a
uniform basis. Pruco Life's reductions in charges for these sales will not be
unfairly discriminatory to the interests of any individual Contract owners.

HOW A CONTRACT'S CASH SURRENDER VALUE WILL VARY

Your Contract has a cash surrender value which may be obtained while the insured
is living by surrender of the Contract. Unlike traditional fixed-benefit
whole-life insurance, however, a Contract's cash surrender value is not known in
advance because it varies daily with the investment performance of the
subaccount[s] and/or Real Property Account in which the Contract participates.

On the Contract Date, the Contract Fund value is the invested portion of the
initial premium less the first monthly deductions. This amount is placed in the
investment option[s] designated by the owner. Thereafter, the Contract Fund
value changes daily, reflecting increases or decreases in:

(1)  the value of the securities in which the assets of the subaccount[s] have
     been invested;

(2)  the investment performance of the Real Property Account if that option has
     been selected;

(3)  interest credited on amounts allocated to the fixed-rate option;

(4)  the daily asset charge for mortality and expense risk equal to 0.001639% of
     the assets of the subaccount[s] of the Account; and

(5)  the subaccount of the Real Property Account relating to this Contract.

The Contract Fund value also changes to reflect the receipt of additional
premium payments and the monthly deductions described in the preceding section.

A Contract's cash surrender value on any date will be the Contract Fund value
reduced by the deferred sales and administrative charges, if any, and any
Contract debt. Upon request, Pruco Life will tell a Contract owner the cash
surrender value of his or her Contract. It is possible that the cash surrender
value of a Contract could decline to zero because of unfavorable investment
experience, even if a Contract owner continues to pay Scheduled Premiums when
due.

If the net investment return in the selected investment option[s] is greater
than 4%, the Contract Fund and cash surrender value for a Form B Contract can be
expected to be less than the Contract Fund and cash surrender value for a Form A
Contract with identical premiums and investment experience. This is because the
monthly mortality charges under the Form B Contract will be higher to compensate
for the higher amount of insurance.

The tables on pages T1 through T4 of this prospectus illustrate what the cash
surrender values would be for representative Contracts, assuming uniform
hypothetical investment results in the selected Series Fund portfolio[s], and
also provide information about the aggregate Scheduled Premiums payable under
those Contracts. Also illustrated is what the death benefit would be under Form
B Contracts given the stated assumptions. The tables also


                                       16
<PAGE>


show the premium amount that would be required on the premium change date to
guarantee the Contract against lapse regardless of investment performance for
each illustrated Contract under each of the assumed investment returns.

HOW A CONTRACT'S DEATH BENEFIT WILL VARY

As described earlier, there are two forms of the Contract, Form A and Form B.
Moreover, in September 1986 Pruco Life began issuing revised versions of both
Form A and Form B Contracts. The primary difference between the original
Contract and the revised Contract is that the original Contract may become
paid-up, while the death benefit under the revised Contract operates differently
and will not become paid-up.

1. ORIGINAL CONTRACTS:

     (A)  If a Form A Contract is chosen, the death benefit will not vary
          (except for Contracts issued on insureds of age 14 or less, see
          REQUIREMENTS FOR ISSUANCE OF A CONTRACT on page 11) regardless of the
          payment of additional premiums or the investment results of the
          selected investment options, unless the Contract becomes paid-up. See
          WHEN A CONTRACT BECOMES PAID-UP, page 18. The death benefit does
          reflect a deduction for the amount of any Contract debt. See CONTRACT
          LOANS, page 25.

     (B)  If a Form B Contract is chosen, the death benefit will vary with
          investment experience and premium payments. Assuming no Contract debt,
          the death benefit under a Form B Contract will, on any day, be equal
          to the face amount of insurance plus the amount (if any) by which the
          Contract Fund value exceeds the applicable "Tabular Contract Fund
          Value" for the Contract. The "Tabular Contract Fund Value" for each
          Contract year is an amount that is slightly less than the Contract
          Fund value that would result as of the end of such year if:

          (1)  you paid only Scheduled Premiums;

          (2)  you paid Scheduled Premiums when due;

          (3)  your selected investment options earned a net return at a uniform
               rate of 4% per year;

          (4)  we deducted full mortality charges based upon the 1980 CSO Table;

          (5)  we deducted maximum sales load and expense charges; and

          (6)  there was no Contract debt.


Each Contract contains a table that sets forth the Tabular Contract Fund Value
as of the end of each of the first 20 years of the Contract. Tabular Contract
Fund Values between Contract anniversaries are determined by interpolation.

Thus, under a Form B Contract with no Contract debt, the death benefit will
equal the face amount if the Contract Fund equals the Tabular Contract Fund
Value. If, due to investment results greater than a net return of 4%, or to
greater than Scheduled Premiums, or to lesser than maximum charges, the Contract
Fund value is a given amount greater than the Tabular Contract Fund Value, the
death benefit will be the face amount plus that excess amount. If, due to
investment results less favorable than a net return of 4%, the Contract Fund
value is less than the Tabular Contract Fund Value, and the Contract
nevertheless remains inforce because Scheduled Premiums have been paid, the
death benefit will not fall below the initial face amount stated in the
Contract. The death benefit will also reflect a deduction for the amount of any
Contract debt. See CONTRACT LOANS, page 25. Any unfavorable investment
experience must subsequently be offset before favorable investment results or
greater than Scheduled Premiums will increase the death benefit.

You may also increase or decrease the face amount of your Contract, subject to
certain conditions. See INCREASES IN FACE AMOUNT, page 20 and DECREASES IN FACE
AMOUNT, page 21.

2. REVISED CONTRACTS:

Under the revised Contracts issued since September 1986 in approved
jurisdictions, the death benefit will be calculated as follows:

     (A)  Under a Form A Contract, the death benefit will be the greater of (1)
          the face amount; or (2) the Contract Fund divided by the net single
          premium per $1 of death benefit at the insured's attained age on that
          date. In other words, the second alternative ensures that the death
          benefit will not be less than the amount of life insurance that could
          be provided for an invested single premium amount equal to the amount
          of the Contract Fund.


                                       17
<PAGE>


     (B)  Under a Form B Contract, the death benefit will be the greater of (1)
          the face amount plus the excess, if any, of the Contract Fund over the
          Tabular Contract Fund Value; or (2) the Contract Fund divided by the
          net single premium per $1 of death benefit at the insured's attained
          age on that date. Thus, under the revised Contracts, the death benefit
          may be increased based on the size of the Contract Fund and the
          insured's attained age and sex. This ensures that the Contract will
          satisfy the Internal Revenue Code's definition of life insurance. The
          net single premium is used only in the calculation of the death
          benefit, not for premium payment purposes. The following is a table of
          illustrative net single premiums for $1 of death benefit.

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------
                                      INCREASE IN                                  INCREASE IN
      MALE          NET SINGLE         INSURANCE         FEMALE     NET SINGLE     INSURANCE
   ATTAINEDAGE        PREMIUM        AMOUNT PER $1      ATTAINED      PREMIUM     AMOUNT PER $1
                                      INCREASE IN          AGE                    INCREASE IN
                                       CONTRACT                                     CONTRACT
                                         FUND                                         FUND
- -----------------------------------------------------------------------------------------------

       <S>            <C>               <C>                <C>        <C>            <C>
        5             .09884            $10.12              5         .08198         $12.20
       25             .18455            $ 5.42             25         .15687         $ 6.37
       35             .25596            $ 3.91             35         .21874         $ 4.57
       55             .47352            $ 2.11             55         .40746         $ 2.45
       65             .60986            $ 1.64             65         .54017         $ 1.85
- -----------------------------------------------------------------------------------------------
</TABLE>

Whenever the death benefit is determined in this way, Pruco Life reserves the
right to refuse to accept further premium payments, although in practice the
payment of the average of all premiums paid over the last five years will
generally be allowed.

You may also increase or decrease the face amount of your Contract, subject to
certain conditions. See INCREASES IN FACE AMOUNT, page 20 and Decreases in Face
Amount, page 21.

WHEN A CONTRACT BECOMES PAID-UP

Under the original Contracts, it is possible that favorable investment
experience, either alone or with greater than Scheduled Premium payments, will
cause the Contract Fund to increase. The Contract Fund may increase to the point
where no further premium payments are necessary to provide for the then existing
death benefit for the remaining life of the insured. If this should occur, Pruco
Life will notify the owner that no further premium payments are needed. We
reserve the right to refuse to accept further premiums after the Contract
becomes paid-up. The purchase of an additional fixed benefit rider may, in some
cases, affect the point at which the Contract becomes paid-up. See RIDERS, page
30. The revised Contracts will not become paid-up.

We guarantee that the death benefit of a paid-up Contract then inforce will not
be reduced by the investment experience of the investment options in which the
Contract participates. The cash surrender value of a paid-up Contract continues
to vary daily to reflect investment experience and monthly to reflect continuing
mortality charges, but the other monthly deductions (see items 4 and 5 under
CHARGES AND EXPENSES, page 7 ) will not be made. The death benefit of a paid-up
Contract on any day (whether the Contract originally was Form A or Form B) will
be equal to the amount of paid-up insurance that can be purchased with the
Contract Fund on that day, but never less than the guaranteed minimum amount.

As noted earlier, Contracts issued on insureds of 14 years of age or less
include a special provision under which the face amount of insurance increases
automatically to 150% of the initial face amount on the Contract anniversary
after the insured reaches the age of 21. If a Contract becomes paid-up prior to
that anniversary, Pruco Life will, instead of declaring the Contract to be
paid-up, increase the death benefit by the amount necessary to keep the Contract
inforce as a premium paying Contract. If this should occur, the increase in the
death benefit on the Contract anniversary after the insured reaches the age of
21 will be smaller in dollar amount, than the increase in the face amount of
insurance.

FLEXIBILITY AS TO PAYMENT OF PREMIUMS

A significant feature of this Contract is that it permits the owner to pay
greater than Scheduled Premiums. Conversely, payment of a Scheduled Premium need
not be made if the Contract Fund is large enough to pay the charges due under
the Contract without causing the Contract to lapse. See LAPSE AND REINSTATEMENT,
page 22. In general, we will accept any premium payment if the payment is at
least $25. Pruco Life does reserve the right, however, to limit unscheduled
premiums to a total of $10,000 in any Contract year; to refuse to accept
premiums once a Contract becomes paid-up; and to refuse to accept premiums that
would immediately result in more than a dollar-for-dollar increase in the death
benefit. The flexibility of premium payments provides Contract owners with
different opportunities

                                       18
<PAGE>


under the two forms of Contract. Greater than scheduled payments under an
original version Form A Contract increase the Contract Fund and make it more
likely that the Contract will become paid-up. Greater than scheduled payments
under an original version Form B Contract increase both the Contract Fund and
the death benefit, but it is less likely to become paid-up than a Form A
Contract on which the same premiums are paid. For all Contracts, the privilege
of making large or additional premium payments offers a way of investing amounts
which accumulate without current income taxation.

There may, however, be a disadvantage if you make premium payments substantially
in excess of Scheduled Premiums. Such payments may cause the Contract to be
classified as a Modified Endowment Contract. The federal income tax laws,
discussed more fully under TAX TREATMENT OF CONTRACT BENEFITS, page 27, may
impose an income tax, as well as a penalty tax, upon distributions to contract
owners under life insurance contracts that are classified as Modified Endowment
Contracts. You should consult your own tax adviser and Pruco Life representative
before making a large premium payment.

SURRENDER OF A CONTRACT

You may surrender your Contract, in whole or in part, for its cash surrender
value or a fixed reduced paid-up insurance benefit while the insured is living.
Partial surrender involves splitting the Contract into two Contracts. One is
surrendered for its cash surrender value; the other is continued inforce on the
same terms as the original Contract except that premiums and cash surrender
values will be proportionately reduced. The reduction is based upon the face
amount of insurance. The Contract's face amount of insurance must be at least
equal to the minimum face amount applicable to the insured's Contract. See
REQUIREMENTS FOR ISSUANCE OF A CONTRACT, page 11. For paid-up Contracts, both
the death benefit and the guaranteed minimum death benefit will be reduced. The
death benefit immediately after the partial withdrawal must be at least equal to
the minimum face amount applicable to the insured's Contract.

To surrender a Contract, in whole or in part, you must deliver or mail the
Contract with a written request in a form that meets Pruco Life's needs, to a
Home Office. The cash surrender value of a surrendered or partially surrendered
Contract (taking into account the deferred sales and administrative charges, if
any) will be determined as of the date such request is received in a Home
Office. Surrender of all or part of a Contract may have tax consequences. See
TAX TREATMENT OF CONTRACT BENEFITS, page 27.

WITHDRAWAL OF EXCESS CASH SURRENDER VALUE

You may surrender your Contract, in whole or in part, for its cash surrender
value. This is available only before the Contract becomes paid up and avoids
splitting the Contract into two Contracts. You may make a partial withdrawal
only if the following conditions are satisfied. The basic limiting condition is
that you may make a withdrawal only to the extent that the cash surrender value
plus any Contract loan exceeds the applicable tabular cash surrender value. (The
"tabular cash surrender value" refers to the Tabular Contract Fund Value minus
any applicable surrender charges.) But because this excess over the applicable
tabular cash surrender value may be made up in part by an outstanding Contract
loan, there is a further condition that the amount withdrawn may not be larger
than an amount sufficient to reduce the cash surrender value to zero. The amount
withdrawn must be at least $2,000 under a Form A Contract and at least $500
under a Form B Contract. You may make no more than four withdrawals in a
Contract year, and there is a fee equal to the lesser of $15 or 2% for each
withdrawal. You may only repay an amount withdrawn as a scheduled or unscheduled
premium, which is subject to the Contract charges. Upon request, we will tell
you how much you may withdraw. Withdrawal of part of the cash surrender value
may have tax consequences. See TAX TREATMENT OF CONTRACT BENEFITS, page 27.

Whenever a partial withdrawal is made, the death benefit payable will
immediately be reduced, generally by the amount of the withdrawal. This will not
change the guaranteed minimum amount of insurance under a Form B Contract (i.e.,
the face amount) or the amount of the Scheduled Premium that will be payable
thereafter on such a Contract. Under a Form A Contract, however, the guaranteed
minimum amount of insurance will be reduced by the amount of the partial
withdrawal. A partial withdrawal will not be permitted under a Form A Contract
if it would result in a new face amount less than the minimum face amount
applicable to the insured's Contract. See REQUIREMENTS FOR ISSUANCE OF A
CONTRACT, page 11. It is important to note, however, that if the face amount is
decreased, the Contract might be classified as a Modified Endowment Contract.
See TAX TREATMENT OF CONTRACT BENEFITS, page 27. Before making any withdrawal
which causes a decrease in face amount, you should consult your tax adviser and
Pruco Life representative. In addition, the amount of the Scheduled Premiums due
thereafter under a Form A Contract will be reduced to reflect the lower face
amount of insurance. Since a withdrawal under a Form A Contract results in a
decrease in the face amount of insurance, the Contract Fund may be reduced, not
only by the amount withdrawn but also by a proportionate part of any applicable
surrender charges, based upon the percentage reduction in face amount.


                                       19
<PAGE>


We will send replacement Contract pages showing the new face amount, new tabular
values and, if applicable, a new table of surrender charges to owners of a Form
A Contract who make a partial withdrawal.

Withdrawal of part 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 lapse even if Scheduled Premiums continue to be paid when due. This is
because, Pruco Life treats withdrawals as a return of premium for purposes of
determining whether a lapse has occurred. Withdrawals from paid up Contracts may
result in an increased mortality charge.

INCREASES IN FACE AMOUNT

You may increase the amount of your insurance by increasing the face amount of
the Contract (which is also the guaranteed minimum death benefit), subject to
state approval and underwriting requirements determined by Pruco Life. An
increase in face amount is in many ways similar to the purchase of a second
Contract. It differs in the following respects:

     (1)  the minimum permissible increase is $25,000, while the minimum for a
          new Contract was $60,000;

     (2)  monthly fees are lower because only a single $2.50 per month
          administrative charge is made rather than two;

     (3)  a combined premium payment results in deduction of a single $2 per
          premium processing charge while separate premium payments for separate
          Contracts would involve two charges;

     (4)  the monthly expense charge of $0.02 per $1,000 of face amount may be
          lower if the increase is to a face amount greater than $100,000; and

     (5)  the Contract will lapse or become paid-up as a unit, unlike the case
          if two separate Contracts are purchased.

Despite these differences, the decision to increase face amount is comparable to
the purchase of a second Contract in that it involves a commitment to higher
Scheduled Premiums in exchange for greater insurance benefits.

You may elect to increase the face amount of your Contract no earlier than the
first anniversary of the Contract. The following conditions must be met:

     (1)  You must ask for the increase in writing on an appropriate form;

     (2)  The amount of the increase in face amount must be at least $25,000;

     (3)  The insured must supply evidence of insurability for the increase
          satisfactory to Pruco Life;

     (4)  If Pruco Life requests, you must send in the Contract to be suitably
          endorsed;

     (5)  The Contract must be neither paid-up nor in default on the date the
          increase takes effect;

     (6)  You must pay an appropriate premium at the time of the increase;

     (7)  Pruco Life has the right to deny more than one increase in a Contract
          year; and


     (8)  If between the Contract Date and the date that your requested increase
          in face amount would take effect, Pruco Life has changed any of the
          bases on which benefits and charges are calculated for newly issued
          Contracts, then we have the right to deny the increase.

An increase in face amount resulting in a total face amount under the Contract
of at least $100,000 may, subject to strict underwriting requirements, render
the Contract eligible for a Select Rating for a non-smoker, which provides lower
current cost of insurance rates.

Upon an increase in face amount, Pruco Life will recompute the Contract's
Scheduled Premiums, deferred sales and administrative charges, tabular values,
and monthly deductions from the Contract Fund. You have a choice, limited only
by applicable state law, as to whether the recomputation will be made as of the
prior or next Contract anniversary. There will be a payment required on the date
of increase; the amount of the payment will depend, in part, on which Contract
anniversary you select for the recomputation. We will tell you the amount of the
required payment. You should also note that an increase in face amount could
cause the Contract to be classified as a Modified Endowment Contract. See TAX
TREATMENT OF CONTRACT BENEFITS, page 27. Therefore, before increasing the face
amount, you should consult your own tax adviser and Pruco Life representative.

Provided the increase is approved, the new insurance will take effect once Pruco
Life receives the proper forms, any medical evidence necessary to underwrite the
additional insurance and any amount needed by the company.

We will supply you with pages showing the increased face amount, the effective
date of the increase, and the recomputed items described earlier. The pages will
also describe how the face amount increase affects the various provisions of the
Contract. Including a statement that, for the amount of the increase in face
amount, the period stated in the Incontestability and Suicide provisions (see
OTHER GENERAL CONTRACT PROVISIONS, page 29) will run from the effective date of
the increase.


                                       20
<PAGE>


Pruco Life will assess, upon lapse or surrender following an increase in face
amount, the sum of (a) the deferred sales and administrative charges that would
have been assessed if the initial base Contract had not been amended and had
lapsed or been surrendered; and (b) the deferred sales and administrative
charges that would have been assessed if the increase in death benefit had been
achieved by the issuance of a new Contract, and that Contract had lapsed or been
surrendered. All premiums paid after the increase will, for purposes of
determining the deferred sales charge applicable in the event of surrender or
lapse, be deemed to have been made partially under the base Contract, and
partially in payment of the increase, in the same proportion as that of the
original Scheduled Premium and the increase in Scheduled Premiums. Because an
increase in face amount triggers new contingent deferred sales and
administrative charges, you should not elect to increase the face amount of your
Contract if you are contemplating a total or partial surrender or a decrease in
the face amount of insurance.

An increase in face amount will be treated comparably to the issuance of a new
Contract for purposes of the non-guaranteed waiver of the 5% front-end sales
load, described under item 2 of CHARGES AND EXPENSES on page 7. Thus, premiums
paid after the increase will, for purposes of determining whether the 5%
front-end sales load will be waived, be allocated to the base Contract and to
the increase based on the proportional premium allocation rule just described.
The waiver will apply to the premiums paid after the increase only after the
premiums so allocated exceed five scheduled annual premiums for the increase.
Thus, a Contract owner considering an increase in face amount should be aware
that such an increase will entail sales charges comparable to the purchase of a
new Contract.

If you elect to increase the face amount of your Contract, you will receive a
"free-look" right and a right to convert to a fixed-benefit contract, which will
apply only to the increase in face amount, not the entire Contract. These rights
are comparable to the rights afforded to the purchaser of a new Contract. See
SHORT-TERM CANCELLATION RIGHT OR "FREE-LOOK", page 11 and RIGHT TO EXCHANGE A
CONTRACT FOR A FIXED-BENEFIT INSURANCE POLICY, page 26.

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

Charges deducted since the increase will be recomputed as though no increase had
been effected. The right to convert the increase in face amount to a
fixed-benefit policy will exist for 24 months after the increase is issued and
the form of exchange right will be the same as that available under the base
Contract purchased. There may be a cash payment required upon the exchange. See
SHORT-TERM CANCELLATION RIGHT OR "FREE-LOOK", page 11 and RIGHT TO EXCHANGE A
CONTRACT FOR A FIXED-BENEFIT INSURANCE POLICY, page 26.

DECREASES IN FACE AMOUNT

As explained earlier, you may effect a partial surrender of a Contract (see
SURRENDER OF A CONTRACT, page 19) or a partial withdrawal of excess cash
surrender value (see WITHDRAWAL OF EXCESS CASH SURRENDER VALUE, page 19). You
also have the option of decreasing the face amount (which is also the guaranteed
minimum death benefit) of your Contract without withdrawing any cash surrender
value. Contract owners who conclude that, because of changed circumstances, the
amount of insurance is greater than needed will be able to decrease their amount
of insurance protection without decreasing their current cash surrender value.
This will result in a decrease in the amount of future Scheduled Premiums and in
the monthly deductions for the cost of insurance. The cash surrender value of
the Contract on the date of the decrease will not change, except that an
administrative processing fee of $15 may be deducted from that value (unless
that fee is separately paid at the time the decrease in face amount is
requested). Your Contract Fund value, however, will be reduced by deduction of a
proportionate part of the contingent deferred sales and administrative charges,
if any. Scheduled Premiums for the Contract will also be proportionately
reduced. The Contracts of owners who exercise the right to reduce face amount
will be amended to show the new face amount, tabular values, Scheduled Premiums,
monthly charges, and if applicable, the remaining contingent deferred sales and
administrative charges.


                                       21
<PAGE>


The minimum permissible decrease is $10,000. A decrease will not be permitted if
it causes the face amount of the Contract to drop below the minimum face amount
applicable to the insured's Contract. See REQUIREMENTS FOR ISSUANCE OF A
CONTRACT, page 11. A reduction will not be permitted if it causes the Contract
to fail to qualify as "life insurance" for purposes of section 7702 of the
Internal Revenue Code. A Contract is no longer eligible for the Select Rating if
the face amount is reduced below $100,000.

It is important to note, however, that if the face amount is decreased there is
a danger that the Contract might be classified as a Modified Endowment Contract.
See TAX TREATMENT OF CONTRACT BENEFITS, page 27. Before making any withdrawal
which causes a decrease in face amount, you should consult your own tax adviser
and Pruco Life representative.

LAPSE AND REINSTATEMENT

If Scheduled Premiums are paid on or before each due date or within the grace
period after each due date, (or missed premiums are paid later with interest)
and there are no withdrawals, a Contract will remain inforce even if the
investment results of that Contract's variable investment option[s] have been so
unfavorable that the Contract Fund has decreased to zero or less.

In addition, even if a Scheduled Premium is not paid, the Contract will remain
inforce as long as the Contract Fund on any Monthly date is equal to or greater
than the Tabular Contract Fund Value on the next Monthly date. This could occur
because of such factors as favorable investment experience, deduction of less
than the maximum permissible charges, or the previous payment of greater than
Scheduled Premiums.

However, if a Scheduled Premium is not paid, and the Contract Fund is
insufficient to keep the Contract inforce, the Contract will go into default.
Should this happen, Pruco Life will send the Contract owner a notice of default
setting forth the payment necessary to keep the Contract inforce on a premium
paying basis. This payment must be received at a Home Office within the 61 day
grace period after the notice of default is mailed or the Contract will lapse. A
Contract that lapses with an outstanding Contract loan may have tax
consequences. See TAX TREATMENT OF CONTRACT BENEFITS on page 27.

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

If a Contract does lapse, it may still provide some benefits. Those benefits are
described under OPTIONS ON LAPSE, page 26.

WHEN PROCEEDS ARE PAID

We will generally pay any death benefit, cash surrender value, loan proceeds or
partial withdrawal within seven days after receipt at a 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 at a Home
Office. However, we 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: (1) the
New York Stock Exchange is closed for other than a regular holiday or weekend;
(2) trading is restricted by the SEC; or (3) the SEC declares that an emergency
exists.

With respect to the amount of any cash surrender value allocated to the
fixed-rate option, and with respect to a Contract inforce as extended term
insurance, we expect to pay the cash surrender value promptly upon request.
However, we have the right to delay payment of such cash surrender value for up
to six months (or a shorter period if required by applicable law). We will pay
interest of at least 3% a year if we delay such a payment for more than 30 days
(or a shorter period if required by applicable law).

LIVING NEEDS BENEFIT

The LIVING NEEDS BENEFIT(sm) is available under the Contract. It may be added to
Contracts at issue and there is no charge for adding the benefit to a 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


                                       22
<PAGE>


always be less than the death benefit, but will generally be greater than the
Contract's cash surrender value. One or both of the following options may be
available. You should consult with a Pruco Life representative 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 the Contract owner as a LIVING NEEDS
BENEFIT. The Contract owner may (1) elect to receive the benefit in a single sum
or (2) receive equal monthly payments for six months. If the insured dies before
all of the payments have been made, the present value of the remaining payments
will be paid to the beneficiary designated in the LIVING NEEDS BENEFIT claim
form.

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. The Contract owner may (1) elect
to receive the benefit in a single sum or (2) receive equal monthly payments for
a specified number of years (not more than 10 nor less than two), depending upon
the age of the insured. If the insured dies before all of the payments have been
made, the present value of the remaining payments will be paid to the
beneficiary designated in the LIVING NEEDS BENEFIT claim form in a single sum.

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

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

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. With the exception of certain
business-related policies, the LIVING NEEDS BENEFIT is excluded from income if
the insured is terminally ill or chronically ill as defined in the tax law
(although the exclusion in the latter case may be limited). You should consult a
qualified tax adviser before electing to receive this benefit. Receipt of a
LIVING NEEDS BENEFIT payment may also affect your eligibility for certain
government benefits or entitlements.

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

The following four tables show how a Contract's death benefit and cash surrender
values change with the investment performance of the Account. They are
"hypothetical" because they are based, in part, upon several assumptions which
are described below. All four tables assume the following:

o    a Contract with a face amount of $60,000 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.

o    the Scheduled Premium of $554.80 is paid on each Contract anniversary and
     no loans are taken.


o    the Contract Fund has been invested in equal amounts in each of the 13
     available portfolios of the Series Fund and no portion of the Contract Fund
     has been allocated to the fixed-rate option or the Real Property Account.


The tables are not applicable to Contracts issued on a guaranteed issue basis or
to Contracts where the risk classification is on a multiple life basis.

The tables reflect values applicable to both revised and original Contracts.
However, these values are not applicable to the original Contracts where the
death benefit has been increased to the Contract Fund divided by the net single
premium.

The first table (page T1) assumes a Form A Contract has been purchased and the
second table (page T2) assumes a Form B Contract has been purchased. Both assume
the current charges will continue for the indefinite future. Moreover, these
tables reflect Pruco Life's current practice of waiving the front-end sales load
of 5% after total


                                       23
<PAGE>


premiums paid exceeds five scheduled annual premiums. See CHARGES AND EXPENSES,
page 7. The tables also reflect Pruco Life's current practice of increasing the
Contract Fund on a percentage basis based on the attained age of the insured.
While we do not currently intend to withdraw or modify these reductions in
charges or additions to the Contract Fund, we reserve the right to do so.

The third and fourth tables (pages T3 and T4) assume that Form A and Form B
Contracts have been purchased, respectively, and the maximum contractual charges
have been made from the beginning. Neither reflect the waiver of the front-end
sales load nor the monthly additions to the Contract Fund that further reduce
the cost of insurance charge.

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 with the average value of the Contract Fund
uniformly 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%. Actual returns will fluctuate from year to
year. In addition, death benefits and cash surrender values would be different
from those shown if investment returns averaged 0%, 4%, 8% and 12% but
fluctuated from those averages throughout the years. Nevertheless, these
assumptions help show how the Contract values change with investment experience.

The first column in the following four tables (pages T1 through T4) shows the
Contract year. The second column, to provide context, shows what the aggregate
amount would be if the Scheduled Premiums had been invested to earn interest,
after taxes, at 4% compounded annually. The next four columns show the death
benefit payable in each of the years shown for the four different assumed
investment returns. The last four columns show the cash surrender value payable
in each of the years shown for the four different assumed investment returns.
The cash surrender values in the first 10 years reflect the surrender charges
that would be deducted if the Contract were surrendered in those years.


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 investment income and capital
gains and losses, realized or unrealized, 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 13 portfolios of 0.49%, and
the daily deduction from the Contract Fund of 0.60% per year. Thus, based on the
above assumptions, gross investment returns of 0%, 4%, 8% and 12% are the
equivalent of net investment returns of -1.09%, 2.91%, 6.91% and 10.91%,
respectively. The actual fees and expenses of the portfolios associated with a
particular Contract may be more or less than 0.49% and will depend on which
subaccounts are selected. The death benefits and cash surrender values shown
reflect the deduction of all expenses and charges both from the Series Fund and
under the Contract.


Your Pruco Life representative can provide you with a hypothetical illustration
for your own age, sex and rating class.


                                       24
<PAGE>



                                  ILLUSTRATIONS
                                  -------------

                  VARIABLE APPRECIABLE LIFE INSURANCE CONTRACT
                          FORM A -- FIXED DEATH BENEFIT
                           MALE PREFERRED ISSUE AGE 35
                        $60,000 GUARANTEED DEATH BENEFIT
                $554.80 MINIMUM INITIAL SCHEDULED PREMIUM (1) (4)
                        USING CURRENT SCHEDULE OF CHARGES

<TABLE>
<CAPTION>
                                                Death Benefit (2)(3)                          ash Surrender Value (2)(3)
                                -------------------------------------------------  -------------------------------------------------
                                       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 (4)   (-1.09% Net)  (2.91% Net) (6.91% Net) (10.91% Net) (-1.09% Net) (2.91% Net) (6.91% Net) (10.91% Net)
   ------       --------------  ------------  ----------- ----------- ------------ ----------- -----------  ----------- ------------

<S>                 <C>            <C>          <C>        <C>          <C>          <C>         <C>         <C>          <C>
      1             $   577        $60,000      $60,000    $ 60,000     $ 60,000     $     0     $     0     $      0     $      0
      2             $ 1,177        $60,000      $60,000    $ 60,000     $ 60,000     $   226     $   274     $    323     $    375
      3             $ 1,801        $60,000      $60,000    $ 60,000     $ 60,000     $   527     $   621     $    720     $    825
      4             $ 2,450        $60,000      $60,000    $ 60,000     $ 60,000     $   820     $   974     $  1,141     $  1,322
      5             $ 3,125        $60,000      $60,000    $ 60,000     $ 60,000     $ 1,102     $ 1,330     $  1,586     $  1,870
      6             $ 3,827        $60,000      $60,000    $ 60,000     $ 60,000     $ 1,513     $ 1,832     $  2,197     $  2,616
      7             $ 4,557        $60,000      $60,000    $ 60,000     $ 60,000     $ 1,939     $ 2,363     $  2,864     $  3,453
      8             $ 5,317        $60,000      $60,000    $ 60,000     $ 60,000     $ 2,353     $ 2,899     $  3,561     $  4,361
      9             $ 6,106        $60,000      $60,000    $ 60,000     $ 60,000     $ 2,755     $ 3,439     $  4,291     $  5,350
     10             $ 6,927        $60,000      $60,000    $ 60,000     $ 60,000     $ 3,147     $ 3,984     $  5,057     $  6,428
     15             $11,553        $60,000      $60,000    $ 60,000     $ 60,000     $ 4,494     $ 6,416     $  9,258     $ 13,465
     20             $17,182        $60,000      $60,000    $ 60,000     $ 60,000     $ 5,426     $ 8,952     $ 15,035     $ 25,565
     25             $24,029        $60,000      $60,000    $ 60,000     $ 85,622     $ 5,694     $11,400     $ 23,034     $ 46,275
 30 (Age 65)        $32,361        $60,000      $60,000    $ 60,000     $132,557     $ 4,924     $13,455     $ 34,384     $ 80,841
     35             $49,748        $60,000      $60,000    $ 74,482     $203,082     $16,904     $21,925     $ 50,556     $137,844
     40             $70,902        $60,000      $60,000    $ 97,318     $310,266     $27,908     $31,137     $ 72,424     $230,900
     45             $96,639        $60,000      $60,000    $126,761     $475,643     $38,160     $41,626     $101,578     $381,151
</TABLE>

(1)  If premiums are paid more frequently than annually, the initial payments
     would be $284.80 semi-annually, $145.40 quarterly or $50 monthly. The
     ultimate payments would be $1,775.20 semi-annually, $897.80 quarterly or
     $302.60 monthly. The death benefits and cash surrender values would be
     slightly different for a Contract with more frequent premium payments.

(2)  Assumes no Contract loan has been made.

(3)  Values shown in the table are applicable to both the original Contracts
     (the "1984 Contracts") and the revised Contracts that first began to be
     issued in September of 1986 (the "1986 Contracts"), except where the death
     benefit has been increased to the Contract fund divided by the net single
     premium, in which case the cash surrender value and death benefit figures
     shown are applicable only to the 1986 Contracts. This first occurs at the
     time when the 1984 Contracts would become paid-up.

(4)  For a hypothetical gross investment return of 0%, the second Scheduled
     Premium will be $3,399.91. For a gross return of 4%, the second Scheduled
     Premium will be $1,842.04. For a gross return of 8%, the second Scheduled
     Premium will be $554.80. For a gross return of 12%, the second Scheduled
     Premium will be $554.80. The premiums accumulated at 4% interest in column
     2 are those payable if the gross investment return is 4%. For an
     explanation of why the scheduled premium may increase on the premium change
     date, see Premiums.

The hypothetical investment rates of return shown above and elsewhere in this
prospectus are illustrative only and should not be deemed a representation of
past or future investment rates of return. Actual rates of return may be more or
less than those shown and will depend on a number of factors including the
investment allocations made by an owner, prevailing interest rates, and rates of
inflation. The death benefit and cash surrender value for a contract would be
different from those shown if the actual rates of return averaged 0%, 4%, 8%,
and 12% over a period of years but also fluctuated above or below those averages
for individual contract years. No representations can be made by Pruco Life or
the Series Fund that these hypothetical rates of return can be achieved for any
one year or sustained over any period of time.



                                       T1
<PAGE>


                  VARIABLE APPRECIABLE LIFE INSURANCE CONTRACT
                        FORM B -- VARIABLE DEATH BENEFIT
                           MALE PREFERRED ISSUE AGE 35
                        $60,000 GUARANTEED DEATH BENEFIT
                $554.80 MINIMUM INITIAL SCHEDULED PREMIUM (1) (4)
                        USING CURRENT SCHEDULE OF CHARGES

<TABLE>
<CAPTION>
                                           Death Benefit (2)(3)                                 Cash Surrender Value (2)(3)
                           ---------------------------------------------------- ----------------------------------------------------
                                  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 (4)  (-1.09% Net)  (2.91% Net)  (6.91% Net)  (10.91% Net) (-1.09% Net)  (2.91% Net)  (6.91% Net)  (10.91% Net)
  ------    -------------- ------------  -----------  -----------  ------------ ------------  -----------  -----------  ------------

<S>            <C>            <C>          <C>         <C>           <C>           <C>          <C>          <C>          <C>
     1         $    577       $60,000      $60,016     $ 60,033      $ 60,050      $     0      $     0      $     0      $      0
     2         $  1,177       $60,000      $60,031     $ 60,081      $ 60,132      $   225      $   273      $   322      $    373
     3         $  1,801       $60,000      $60,048     $ 60,147      $ 60,251      $   526      $   619      $   718      $    823
     4         $  2,450       $60,000      $60,066     $ 60,232      $ 60,413      $   818      $   971      $ 1,138      $  1,318
     5         $  3,125       $60,000      $60,086     $ 60,340      $ 60,622      $ 1,100      $ 1,327      $ 1,581      $  1,863
     6         $  3,827       $60,000      $60,137     $ 60,500      $ 60,916      $ 1,511      $ 1,827      $ 2,190      $  2,606
     7         $  4,557       $60,000      $60,193     $ 60,689      $ 61,273      $ 1,936      $ 2,357      $ 2,854      $  3,438
     8         $  5,317       $60,000      $60,254     $ 60,910      $ 61,702      $ 2,350      $ 2,892      $ 3,547      $  4,340
     9         $  6,106       $60,000      $60,322     $ 61,164      $ 62,211      $ 2,752      $ 3,430      $ 4,272      $  5,319
    10         $  6,927       $60,000      $60,398     $ 61,457      $ 62,810      $ 3,143      $ 3,972      $ 5,032      $  6,385
    15         $ 11,553       $60,000      $61,166     $ 63,956      $ 68,075      $ 4,509      $ 6,407      $ 9,197      $ 13,316
    20         $ 17,182       $60,000      $62,460     $ 68,351      $ 78,503      $ 5,465      $ 8,921      $14,812      $ 24,964
    25         $ 24,029       $60,000      $64,663     $ 75,649      $ 97,961      $ 5,761      $11,252      $22,238      $ 44,549
30 (Age 65)    $ 32,361       $60,510      $68,399     $ 87,302      $133,008      $ 5,010      $12,899      $31,802      $ 77,508
    35         $ 51,884       $62,448      $68,227     $ 89,837      $195,651      $16,750      $22,529      $44,139      $132,800
    40         $ 75,637       $63,521      $69,177     $ 97,040      $300,408      $27,131      $32,787      $60,650      $223,563
    45         $104,537       $64,227      $71,826     $111,244      $462,718      $35,966      $43,564      $82,982      $370,794
</TABLE>


(1)  If premiums are paid more frequently than annually, the initial payments
     would be $284.80 semi-annually, $145.40 quarterly or $50 monthly. The
     ultimate payments would be $1,775.20 semi-annually, $897.80 quarterly or
     $302.60 monthly. The death benefits and cash surrender values would be
     slightly different for a Contract with more frequent premium payments.

(2)  Assumes no Contract loan has been made.

(3)  Values shown in the table are applicable to both the original Contracts
     (the "1984 Contracts") and the revised Contracts that first began to be
     issued in September of 1986 (the "1986 Contracts"), except where the death
     benefit has been increased to the Contract fund divided by the net single
     premium, in which case the cash surrender value and death benefit figures
     shown are applicable only to the 1986 Contracts. This first occurs at the
     time when the 1984 Contracts would become paid-up.

(4)  For a hypothetical gross investment return of 0%, the second Scheduled
     Premium will be $3,401.07. For a gross return of 4%, the second Scheduled
     Premium will be $2,221.30. For a gross return of 8%, the second Scheduled
     Premium will be $554.80. For a gross return of 12%, the second Scheduled
     Premium will be $554.80. The premiums accumulated at 4% interest in column
     2 are those payable if the gross investment return is 4%. For an
     explanation of why the scheduled premium may increase on the premium change
     date, see Premiums.

The hypothetical investment rates of return shown above and elsewhere in this
prospectus are illustrative only and should not be deemed a representation of
past or future investment rates of return. Actual rates of return may be more or
less than those shown and will depend on a number of factors including the
investment allocations made by an owner, prevailing interest rates, and rates of
inflation. The death benefit and cash surrender value for a contract would be
different from those shown if the actual rates of return averaged 0%, 4%, 8%,
and 12% over a period of years but also fluctuated above or below those averages
for individual contract years. No representations can be made by Pruco Life or
the Series Fund that these hypothetical rates of return can be achieved for any
one year or sustained over any period of time.


                                       T2
<PAGE>


                  VARIABLE APPRECIABLE LIFE INSURANCE CONTRACT
                          FORM A -- FIXED DEATH BENEFIT
                           MALE PREFERRED ISSUE AGE 35
                        $60,000 GUARANTEED DEATH BENEFIT
                $554.80 MINIMUM INITIAL SCHEDULED PREMIUM (1) (4)
                        USING MAXIMUM CONTRACTUAL CHARGES

<TABLE>
<CAPTION>
                                             Death Benefit (2)(3)                               Cash Surrender Value (2)(3)
                             ----------------------------------------------------  -------------------------------------------------
                                    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 (4)   (-1.09% Net)  (2.91% Net)  (6.91% Net)  (10.91% Net)  -1.09% Net)  (2.91% Net) (6.91% Net) (10.91% Net)
   ------    --------------  ------------  -----------  -----------  ------------  -----------  ----------- ----------- ------------
<S>             <C>             <C>          <C>          <C>          <C>            <C>         <C>         <C>         <C>
      1         $    577        $60,000      $60,000      $60,000      $ 60,000       $    0      $     0     $     0     $      0
      2         $  1,177        $60,000      $60,000      $60,000      $ 60,000       $  184      $   231     $   279     $    328
      3         $  1,801        $60,000      $60,000      $60,000      $ 60,000       $  460      $   550     $   645     $    746
      4         $  2,450        $60,000      $60,000      $60,000      $ 60,000       $  723      $   869     $ 1,028     $  1,202
      5         $  3,125        $60,000      $60,000      $60,000      $ 60,000       $  970      $ 1,186     $ 1,428     $  1,698
      6         $  3,827        $60,000      $60,000      $60,000      $ 60,000       $1,312      $ 1,611     $ 1,955     $  2,350
      7         $  4,557        $60,000      $60,000      $60,000      $ 60,000       $1,664      $ 2,058     $ 2,524     $  3,075
      8         $  5,317        $60,000      $60,000      $60,000      $ 60,000       $1,996      $ 2,498     $ 3,109     $  3,852
      9         $  6,106        $60,000      $60,000      $60,000      $ 60,000       $2,309      $ 2,931     $ 3,711     $  4,686
     10         $  6,927        $60,000      $60,000      $60,000      $ 60,000       $2,601      $ 3,355     $ 4,328     $  5,582
     15         $ 11,553        $60,000      $60,000      $60,000      $ 60,000       $3,150      $ 4,728     $ 7,108     $ 10,690
     20         $ 17,182        $60,000      $60,000      $60,000      $ 60,000       $2,886      $ 5,514     $10,234     $ 18,658
     25         $ 24,029        $60,000      $60,000      $60,000      $ 60,000       $1,284      $ 5,066     $13,432     $ 31,500
 30 (Age 65)    $ 32,361        $60,000      $60,000      $60,000      $ 85,420       $    0      $ 2,288     $16,235     $ 52,094
     35         $ 58,960        $60,000      $60,000      $60,000      $122,416       $3,958      $11,137     $28,064     $ 83,091
     40         $ 91,322        $60,000      $60,000      $60,075      $173,275       $6,104      $18,472     $44,708     $128,951
     45         $130,695        $60,000      $60,000      $83,553      $243,785       $    0      $22,502     $66,954     $195,355
</TABLE>


(1)  If premiums are paid more frequently than annually, the payments would be
     $284.80 semi-annually, $145.40 quarterly or $50 monthly. The death benefits
     and cash surrender values would be slightly different for a Contract with
     more frequent premium payments.

(2)  Assumes no Contract loan has been made.

(3)  Values shown in the table are applicable to both the original Contracts
     (the "1984 Contracts") and the revised Contracts that first began to be
     issued in September of 1986 (the "1986 Contracts"), except where the death
     benefit has been increased to the Contract fund divided by the net single
     premium, in which case the cash surrender value and death benefit figures
     shown are applicable only to the 1986 Contracts. This first occurs at the
     time when the 1984 Contracts would become paid-up.

(4)  For a hypothetical gross investment return of 0%, the premium after age 65
     will be $3,477.40; for a gross return of 4% the premium after age 65 will
     be $3,477.40; for a gross return of 8% the premium after age 65 will be
     $2,226.73; for a gross return of 12% the premium after age 65 will be
     $554.80. The premiums accumulated at 4% interest in column 2 are those
     payable if the gross investment return is 4%. For an explanation of why the
     scheduled premium may increase on the premium change date, see Premiums.

The hypothetical investment rates of return shown above and elsewhere in this
prospectus are illustrative only and should not be deemed a representation of
past or future investment rates of return. Actual rates of return may be more or
less than those shown and will depend on a number of factors including the
investment allocations made by an owner, prevailing interest rates, and rates of
inflation. The death benefit and cash surrender value for a contract would be
different from those shown if the actual rates of return averaged 0%, 4%, 8%,
and 12% over a period of years but also fluctuated above or below those averages
for individual contract years. No representations can be made by Pruco Life or
the Series Fund that these hypothetical rates of return can be achieved for any
one year or sustained over any period of time.


                                       T3
<PAGE>


                  VARIABLE APPRECIABLE LIFE INSURANCE CONTRACT
                        FORM B -- VARIABLE DEATH BENEFIT
                           MALE PREFERRED ISSUE AGE 35
                        $60,000 GUARANTEED DEATH BENEFIT
                $554.80 MINIMUM INITIAL SCHEDULED PREMIUM (1) (4)
                        USING MAXIMUM CONTRACTUAL CHARGES

<TABLE>
<CAPTION>
                                              Death Benefit (2)(3)                                Cash Surrender Value (2)(3)
                             ---------------------------------------------------- --------------------------------------------------
                                    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 (4)  (-1.09% Net)  (2.91% Net)  (6.91% Net)  (10.91% Net) -1.09% Net)  (2.91% Net)  (6.91% Net) (10.91% Net)
   ------     -------------- ------------  -----------  -----------  ------------ -----------  -----------  ----------- ------------
<S>              <C>            <C>          <C>          <C>          <C>           <C>         <C>          <C>         <C>
      1          $    577       $60,000      $60,000      $60,013      $ 60,030      $    0      $     0      $     0     $      0
      2          $  1,177       $60,000      $60,000      $60,036      $ 60,085      $  183      $   230      $   278     $    327
      3          $  1,801       $60,000      $60,000      $60,072      $ 60,172      $  459      $   548      $   643     $    743
      4          $  2,450       $60,000      $60,000      $60,120      $ 60,292      $  721      $   866      $ 1,025     $  1,197
      5          $  3,125       $60,000      $60,000      $60,182      $ 60,450      $  967      $ 1,182      $ 1,423     $  1,691
      6          $  3,827       $60,000      $60,000      $60,258      $ 60,649      $1,310      $ 1,607      $ 1,948     $  2,339
      7          $  4,557       $60,000      $60,000      $60,350      $ 60,895      $1,661      $ 2,053      $ 2,515     $  3,060
      8          $  5,317       $60,000      $60,000      $60,459      $ 61,192      $1,993      $ 2,492      $ 3,096     $  3,830
      9          $  6,106       $60,000      $60,000      $60,585      $ 61,546      $2,306      $ 2,924      $ 3,693     $  4,654
     10          $  6,927       $60,000      $60,000      $60,731      $ 61,963      $2,599      $ 3,348      $ 4,306     $  5,538
     15          $ 11,553       $60,000      $60,000      $61,786      $ 65,240      $3,148      $ 4,719      $ 7,027     $ 10,481
     20          $ 17,182       $60,000      $60,000      $63,510      $ 71,379      $2,884      $ 5,503      $ 9,971     $ 17,840
     25          $ 24,029       $60,000      $60,000      $66,056      $ 82,021      $1,281      $ 5,052      $12,644     $ 28,609
 30 (Age 65)     $ 32,361       $60,000      $60,000      $69,517      $ 99,598      $    0      $ 2,269      $14,017     $ 44,098
     35          $ 58,960       $60,000      $60,000      $72,204      $117,021      $3,955      $11,094      $26,506     $ 71,324
     40          $ 91,322       $60,000      $60,000      $77,694      $153,188      $6,101      $18,408      $41,304     $114,002
     45          $130,695       $60,000      $60,000      $87,111      $221,243      $    0      $22,391      $58,849     $177,291
</TABLE>

(1)  If premiums are paid more frequently than annually, the payments would be
     $284.80 semi-annually, $145.40 quarterly or $50 monthly. The death benefits
     and cash surrender values would be slightly different for a Contract with
     more frequent premium payments.

(2)  Assumes no Contract loan has been made.

(3)  Values shown in the table are applicable to both the original Contracts
     (the "1984 Contracts") and the revised Contracts that first began to be
     issued in September of 1986 (the "1986 Contracts"), except where the death
     benefit has been increased to the Contract fund divided by the net single
     premium, in which case the cash surrender value and death benefit figures
     shown are applicable only to the 1986 Contracts. This first occurs at the
     time when the 1984 Contracts would become paid-up.

(4)  For a hypothetical gross investment return of 0%, the premium after age 65
     will be $3,477.40; for a gross return of 4% the premium after age 65 will
     be $3,477.40; for a gross return of 8% the premium after age 65 will be
     $2,947.35; for a gross return of 12% the premium after age 65 will be
     $1,272.04. The premiums accumulated at 4% interest in column 2 are those
     payable if the gross investment return is 4%. For an explanation of why the
     scheduled premium may increase on the premium change date, see Premiums.

The hypothetical investment rates of return shown above and elsewhere in this
prospectus are illustrative only and should not be deemed a representation of
past or future investment rates of return. Actual rates of return may be more or
less than those shown and will depend on a number of factors including the
investment allocations made by an owner, prevailing interest rates, and rates of
inflation. The death benefit and cash surrender value for a contract would be
different from those shown if the actual rates of return averaged 0%, 4%, 8%,
and 12% over a period of years but also fluctuated above or below those averages
for individual contract years. No representations can be made by Pruco Life or
the Series Fund that these hypothetical rates of return can be achieved for any
one year or sustained over any period of time.


                                       T4
<PAGE>


CONTRACT LOANS

You may borrow from Pruco Life an amount up to the current loan value of your
Contract using the Contract as the only security for the loan. The loan value of
a Contract is 90% of an amount equal to its Contract Fund, reduced by any
charges due upon surrender. However, we will, on a non-contractual basis
(contractual in Texas), increase the loan value by permitting you to borrow up
to 100% of the portion of the Contract Fund attributable to the fixed-rate
option (or any portion of the Contract Fund attributable to a prior loan
supported by the fixed-rate option), reduced by any charges due upon surrender.
The minimum amount that may be borrowed at any one time is $500, unless the loan
is used to pay premiums on the Contract. A Contract in default has no loan
value.

If you request a loan you may choose one of two interest rates. You may elect to
have interest charges accrued daily at a fixed effective annual rate of 5.5%.
Alternatively, you may elect a variable interest rate that changes from time to
time. You may switch from the fixed to variable interest loan provision, or
vice-versa, with Pruco Life's consent.


If you elect the variable loan interest rate provision, interest charged on any
loan will accrue daily at an annual rate Pruco Life determines at the start of
each Contract year (instead of at the fixed 5.5% rate). This interest rate will
not exceed the greatest of: (1) the "Published Monthly Average" for the calendar
month ending two months before the calendar month of the Contract anniversary;
(2) 5%; or (3) the rate permitted by law in the state of issue of the Contract.
The "Published Monthly Average" means Moody's Corporate Bond Yield
Average-Monthly Average Corporates, as published by Moody's Investors Service,
Inc. or any successor to that service, or if that average is no longer
published, a substantially similar average established by the insurance
regulator where the Contract is issued. For example, the Published Monthly
Average in 1999 ranged from 6.76% to 7.93%.

Interest payments on any loan are due at the end of each Contract year. If
interest is not paid when due, it is added to the principal amount of the loan.
The Contract debt is the principal amount of all outstanding loans plus any
interest accrued thereon. If at any time your Contract debt exceeds your
Contract Fund, Pruco Life will notify you of its intent to terminate the
Contract in 61 days, within which time you may repay all or enough of the loan
to keep the Contract inforce. If you fail to keep the Contract inforce, the
amount of unpaid Contract debt will be treated as a distribution which may be
taxable. See Lapse and Reinstatement, page 22 and TAX TREATMENT OF CONTRACT
BENEFITS - PRE-DEATH DISTRIBUTIONS, page 28.


When a loan is made, an amount equal to the loan proceeds is transferred out of
the applicable investment options. The reduction is generally made in the same
proportions as the value that each investment option bears to the total value of
the Contract. While a fixed-rate loan is outstanding, the amount that was so
transferred will continue to be treated as part of the Contract Fund, but it
will be credited with the assumed rate of return of 4% rather than with the
actual rate of return of the applicable investment option[s]. While a loan made
pursuant to the variable loan interest rate provision is outstanding, the amount
that was transferred is credited with a rate which is less than the loan
interest rate for the Contract year by no more than 1.5%, rather than with the
actual rate of return of the subaccount[s], the fixed-rate option or the Real
Property Account. Currently, we credit such amounts at a rate that is 1% less
than the loan interest rate for the Contract year. If a loan remains outstanding
at a time when Pruco Life fixes a new rate, the new interest rate applies.

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

A loan will have a permanent effect on a Contract's cash surrender value and may
have a permanent effect on the death benefit because the investment results of
the selected investment options will apply only to the amount remaining in those
investment 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 upon the amount of the loan
while the loan is outstanding, Contract values 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. Loan repayments are allocated to the investment options proportionately
based on their balances at the time of the loan repayment.


Loans from Modified Endowment Contracts may be treated for tax purposes as
distributions of income. See TAX TREATMENT OF CONTRACT BENEFITS, page 27.


REPORTS TO CONTRACT OWNERS

Once each Contract year (except where the Contract is inforce as fixed extended
term insurance), Pruco Life will send you a statement that provides certain
information pertinent to your own Contract. This statement will detail values,


                                       25
<PAGE>


transactions made, and specific Contract data that apply only to your particular
Contract. On request, you will be sent a current statement in a form similar to
that of the annual statement described above, but Pruco Life may limit the
number of such requests or impose a reasonable charge if such requests are made
too frequently.

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

OPTIONS ON LAPSE

If your Contract does lapse, it will still provide some benefits. You can
receive the cash surrender value by making a request of Pruco Life prior to the
end of the 61 day grace period. You may also choose one of the three forms of
insurance described below for which no further premiums are payable.


1.   FIXED EXTENDED TERM INSURANCE. With two exceptions explained below, if you
     do not communicate at all with Pruco Life, life insurance coverage will
     continue for a length of time that depends on the cash surrender value on
     the date of default (which reflects the deduction of the deferred sales
     load, administrative charges, and Contract debt, if any), the amount of
     insurance, and the age and sex (except where unisex rates apply) of the
     insured. The insurance amount will be what it would have been on the date
     of default taking into account any Contract debt on that date. The amount
     will not change while the insurance stays inforce. This benefit is known as
     extended term insurance. If you request, we will tell you in writing how
     long the insurance will be in effect. Extended term insurance has a cash
     surrender value, but no loan value.

     Contracts issued on the lives of certain insureds in high risk rating
     classes and Contracts issued in connection with tax qualified pension plans
     will include a statement that extended term insurance will not be provided.
     In those cases, variable reduced paid-up insurance will be the automatic
     benefit provided on lapse.

2.   VARIABLE REDUCED PAID-UP INSURANCE. Variable reduced paid-up insurance
     provides insurance coverage for the lifetime of the insured. The initial
     insurance amount will depend upon the cash surrender value on the date of
     default (which reflects the deduction of the deferred sales load,
     administrative charges, and Contract debt, if any), and the age and sex of
     the insured. This will be a new guaranteed minimum death benefit. Aside
     from this guarantee, the cash surrender value and the amount of insurance
     will vary with investment performance in the same manner as the paid-up
     Contract described earlier. See WHEN A CONTRACT BECOMES PAID-UP, page 18.
     Variable reduced paid-up insurance has a loan privilege identical to that
     available on premium paying Contracts. See CONTRACT LOANS, page 25.
     Acquisition of reduced paid-up insurance may result in your Contract
     becoming a Modified Endowment Contract. See TAX TREATMENT OF CONTRACT
     BENEFITS, page 27.

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

3.   PAYMENT OF CASH SURRENDER VALUE. You can receive the cash surrender value
     by surrendering the Contract and making a written request in a form that
     meets Pruco Life's needs. If we receive the request after the 61-day grace
     period has expired, the cash surrender value will be the net value of any
     extended term insurance then inforce, or the net value of any reduced
     paid-up insurance then inforce, less any Contract debt. Surrender of your
     Contract may have tax consequences. See TAX TREATMENT OF CONTRACT BENEFITS,
     page 27.

RIGHT TO EXCHANGE A CONTRACT FOR A FIXED-BENEFIT INSURANCE POLICY

1.   ORIGINAL CONTRACTS. At any time during the first 24 months after a Contract
     is issued, so long as the Contract is not in default, the owner may
     exchange it for an APPRECIABLE LIFE insurance policy on the insured's life
     issued by Pruco Life. This is a general account, universal-life type policy
     with guaranteed minimum values. No evidence of insurability will be
     required to make an exchange. The new policy's premium and death benefit
     will be the same as the original Contract's on the date of exchange. The
     new policy will also have the same issue date and risk classification for
     the insured as the original Contract. If the Contract Fund value under the
     original Contract is greater than the Tabular Contract Fund Value under the
     new policy, the difference will be credited to the Contract owner and
     carried over to the new policy. If the Contract Fund value under the
     original Contract is less than the Tabular Contract Fund Value under the
     new policy, a cash payment will be required from the exchanging owner.


                                       26
<PAGE>


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

     You may exchange the Contract for an APPRECIABLE LIFE policy according to
     procedures meeting applicable state insurance law requirements if the
     Series Fund or one of its portfolios has a material change in its
     investment policy. The Company, in conjunction with the Arizona Director of
     Insurance, will determine if a change in investment policy is material. The
     Contract owner will be able to exchange within 60 days of receipt of notice
     of such a material change or of the effective date of the change, whichever
     is later.

2.   REVISED CONTRACTS. Under the revised Contracts, the only right to exchange
     the Contract for a fixed-benefit contract is provided by allowing Contract
     owners to transfer their entire Contract Fund to the fixed-rate option at
     any time within two years of any increase in face amount with respect to
     the amount of the increase. This is done without regard to the otherwise
     applicable limit of four transfers per year. See TRANSFERS, page 15. This
     conversion right will also be provided if the Series Fund or one of its
     portfolios has a material change in its investment policy, as explained
     above. Generally, there is no right to exchange for an APPRECIABLE LIFE
     contract.

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 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 751 Broad
Street, Newark, New Jersey 07102-3777. The Contract was sold by registered
representatives of Prusec who are also authorized by state insurance departments
to do so. The Contract may also have been sold through other broker-dealers
authorized by Prusec and applicable law to do so.

Registered representatives of such other broker-dealers may be paid on a
different basis than described below. Where the insured is less than 60 years of
age, the representative will generally receive a commission of no more than 50%
of the Scheduled Premiums for the first year, no more than 12% of the Scheduled
Premiums for the second, third, and fourth years, no more than 3% of the
Scheduled Premiums for the fifth through 10th years, and no more than 2% of the
Scheduled Premiums thereafter. For insureds over 59 years of age, the commission
will be lower. The representative may be required to return all or part of the
first year commission if the Contract is not continued through the second year.
Representatives with less than three years of service may be paid on a different
basis. Representatives who met certain productivity, profitability, and
persistency standards with regard to the sale of the Contract 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 may include amounts derived from the mortality
and expense risk charge and the guaranteed minimum death benefit risk charge
described in items 5 and 7 under Charges and Expenses, page 7.

TAX TREATMENT OF CONTRACT BENEFITS

This summary provides general information on the federal income tax treatment of
the Contract. It is not a complete statement of what the federal income taxes
will be in all circumstances. It is based on current law and interpretations,
which may change. It does not cover state taxes or other taxes. It is not
intended as tax advice. You should consult your own qualified tax adviser for
complete information and advice.


TREATMENT AS LIFE INSURANCE. The Contract must meet certain requirements to
qualify as life insurance for tax purposes. These requirements include certain
definitional tests and rules for diversification of the Contract's investments.
For further information on the diversification requirements, see TAXATION OF THE
FUND in the statement of additional information for the Series Fund.


We believe we have taken adequate steps to ensure that the Contract qualifies as
life insurance for tax purposes. Generally speaking, this means that:


     o    you will not be taxed on the growth of the funds in the Contract,
          unless you receive a distribution from the Contract,


     o    the Contract's death benefit will be income tax free to your
          beneficiary.



                                       27
<PAGE>


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

PRE-DEATH DISTRIBUTIONS. The tax treatment of any distribution you receive
before the insured's death depends on whether the Contract is classified as a
Modified Endowment Contract.

     CONTRACTS NOT CLASSIFIED AS MODIFIED ENDOWMENT CONTRACTS.

     o    If you surrender the Contract or allow it to lapse, you will be taxed
          on the amount you receive in excess of the premiums you paid less the
          untaxed portion of any prior withdrawals. For this purpose, you will
          be treated as receiving any portion of the cash surrender value used
          to repay Contract debt. The tax consequences of a surrender may differ
          if you take the proceeds under an income payment settlement option.

     o    Generally, you will be taxed on a withdrawal to the extent the amount
          you receive exceeds the premiums you paid for the Contract less the
          untaxed portion of any prior withdrawals. However, under some limited
          circumstances, in the first 15 Contract years, all or a portion of a
          withdrawal may be taxed 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.

     o    Extra premiums for optional benefits and riders generally do not count
          in computing the premiums paid for the Contract for the purposes of
          determining whether a withdrawal is taxable.

     o    Loans you take against the Contract are ordinarily treated as debt and
          are not considered distributions subject to tax.

     MODIFIED ENDOWMENT CONTRACTS.

     o    The rules change if the Contract is classified as a Modified Endowment
          Contract. The Contract could be classified as a Modified Endowment
          Contract if premiums substantially in excess of Scheduled Premiums are
          paid or a decrease in the face amount of insurance is made (or a rider
          removed). The addition of a rider or an increase in the face amount of
          insurance may also cause the Contract to be classified as a Modified
          Endowment Contract. You should first consult a qualified tax adviser
          and your Pruco Life representative if you are contemplating any of
          these steps.


     o    If the Contract is classified as a Modified Endowment Contract, then
          amounts you receive under the Contract before the insured's death,
          including loans and withdrawals, are included in income to the extent
          that the Contract Fund before surrender charges exceeds the premiums
          paid for the Contract increased by the amount of any loans previously
          included in income and reduced by any untaxed amounts previously
          received other than the amount of any loans excludable from income. An
          assignment of a Modified Endowment Contract is taxable in the same
          way. These rules also apply to pre-death distributions, including
          loans and assignments, made during the two-year period before the time
          that the Contract became a Modified Endowment Contract.


     o    Any taxable income on pre-death distributions (including full
          surrenders) is subject to a penalty of 10 percent unless the amount is
          received on or after age 59 1/2, on account of your becoming disabled
          or as a life annuity. It is presently unclear how the penalty tax
          provisions apply to Contracts owned by businesses.

     o    All Modified Endowment Contracts issued by us to you during the same
          calendar year are treated as a single Contract for purposes of
          applying these rules.

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


                                       28
<PAGE>


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

BUSINESS-OWNED LIFE INSURANCE. If a business, rather than an individual, is the
owner of the Contract, there are some additional rules. Business Contract owners
generally cannot deduct premium payments. Business Contract owners generally
cannot take tax deductions for interest on Contract debt paid or accrued after
October 13, 1995. An exception permits the deduction of interest on policy loans
on Contracts for up to 20 key persons. The interest deduction for Contract debt
on these loans is limited to a prescribed interest rate and a maximum aggregate
loan amount of $50,000 per key insured person. The corporate alternative minimum
tax also applies to business-owned life insurance. This is an indirect tax on
additions to the Contract Fund or death benefits received under business-owned
life insurance policies.

TAX-QUALIFIED PENSION PLANS


You may acquire the Contract to fund a retirement plan that qualifies for tax
favored treatment under the Internal Revenue Code. We will issue such a Contract
with a minimum face amount of $10,000, and with increases and decreases in face
amount in minimum increments of $10,000. The monthly charge for anticipated
mortality costs and the Scheduled Premiums will be the same for male and female
insureds of a particular age and underwriting classification, as required for
insurance and annuity contracts sold to tax-qualified pension plans. We will
give illustrations showing premiums and charges if you wish to fund a
tax-qualified pension plan. Only certain riders are available for a Contract
issued in connection with a tax-qualified pension plan. Fixed reduced paid-up
insurance and payment of the cash surrender value are the only options on lapse
available for a Contract issued in connection with a tax-qualified pension plan.
See LAPSE AND REINSTATEMENT, page 22. Finally, a Contract issued in connection
with a tax-qualified pension plan may not invest in the Real Property Account.

You should consult a qualified tax adviser before purchasing a Contract in
connection with a tax-qualified pension plan to confirm, among other things, the
suitability of the Contract for your particular plan.


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 differ under Contracts issued on males
and females of the same age. However, in those states that have adopted
regulations prohibiting sex-distinct insurance rates, premiums and cost of
insurance charges will be based on a blended unisex rate whether the insured is
male or female. In addition, employers and employee organizations who purchased
a Contract should consult their legal advisers to determine whether a Contract
based on sex-distinct actuarial tables is consistent with Title VII of the Civil
Rights Act of 1964 or other applicable law.

OTHER GENERAL CONTRACT PROVISIONS

ASSIGNMENT. This Contract may not be assigned if the assignment would violate
any federal, state or local law or regulation. Generally, the Contract may not
be assigned to another insurance company or to an employee benefit plan without
Pruco Life's consent. Pruco Life assumes no responsibility for the validity or
sufficiency of any assignment. We will not be obligated to comply with any
assignment unless we receive a copy at a Home Office.

BENEFICIARY. You designate and name your beneficiary in the application.
Thereafter, you may change the beneficiary, provided it is in accordance with
the terms of the Contract. Should the insured die with no surviving beneficiary,
the insured's estate will become the beneficiary.

INCONTESTABILITY. We will not contest the Contract after it has been inforce
during the insured's lifetime for two years from the issue date except when any
change is made in the Contract that requires Pruco Life's approval and would
increase our liability. We will not contest such change after it has been in
effect for two years during the lifetime of the insured.

MISSTATEMENT OF AGE OR SEX. If the insured's stated age or sex (except where
unisex rates apply) or both are incorrect in the Contract, Pruco Life will
adjust the death benefits payable, as required by law, to reflect the correct
age and sex. Any such benefit will be based on what the most recent charge for
mortality would have provided at the correct age and sex.


                                       29
<PAGE>


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. If the insured dies by suicide within two years from the
effective date of an increase in the face amount of insurance, we will pay, as
to the increase in amount, no more than the sum of the Scheduled Premiums
attributable to the 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 dies in an
accident. Others waive certain premiums if the insured is disabled within the
meaning of the provision (or, in the case of a Contract issued on an insured
under the age of 15, if the applicant dies or becomes disabled within the
meaning of the provision). Others pay certain premiums into the Contract if the
insured dies within a stated number of years after issue; similar term insurance
riders may be available for the insured's spouse or child. The amounts of these
benefits are fully guaranteed at issue and do not depend on the performance of
the Account. Certain restrictions may apply; they are clearly described in the
applicable rider. Any Pruco Life representative authorized to sell the Contract
can explain these extra benefits further. Samples of the provisions are
available from Pruco Life upon written request.

Under one form of rider, which provides monthly renewable term life insurance,
the amount payable upon the death of the insured may be substantially increased.
If this rider is purchased, even the original Contract will not become paid-up,
although, if the Contract Fund becomes sufficiently large, a time may come when
Pruco Life will have the right to refuse to accept further premiums. See When A
CONTRACT BECOMES PAID-UP, page 18.


Under another form of rider that is purchased for a single premium, businesses
that own a Contract covering certain employees may be able to change the insured
person from one key employee to another if certain requirements are met.




SUBSTITUTION OF SERIES FUND SHARES

Although Pruco Life believes it to be unlikely, it is possible that in the
Judgement of its management, one or more of the portfolios of the Series Fund
may become unsuitable for investment by Contract owners because of investment
policy changes, tax law changes, or the unavailability of shares for investment.
In that event, Pruco Life may seek to substitute the shares of another portfolio
or of an entirely different mutual fund. Before this can be done, the approval
of the SEC, and possibly one or more state insurance departments, will be
required. Contract owners will be notified of such substitution.

STATE REGULATION

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

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

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

EXPERTS


The consolidated financial statements of Pruco Life and its subsidiaries as of
December 31, 1999 and 1998 and for each of the three years in the period ended
December 31, 1999 and the financial statements of the Account as of December 31,
1999 and for each of the three years in the period then ended included in this
prospectus have been so included in reliance on the reports of
PricewaterhouseCoopers LLP, independent accountants, given on the authority



                                       30
<PAGE>


of said firm as experts in auditing and accounting. PricewaterhouseCoopers LLP's
principal business address is 1177 Avenue of the Americas, New York, New York
10036.

Actuarial matters included in this prospectus have been examined by Pamela A.
Schiz, FSA, MAAA, Actuarial Director of Prudential, whose opinion is filed as an
exhibit to the registration statement.


LITIGATION AND REGULATORY PROCEEDINGS

We are subject to legal and regulatory actions in the ordinary course of our
businesses, including class actions. Pending legal regulatory actions include
proceedings specific to our practices and proceedings generally applicable to
business practices in the industries in which we operate. In certain of these
lawsuits, large and/or indeterminate amounts are sought, including punitive or
exemplary damages.

In particular, Pruco Life and Prudential have been subject to substantial
regulatory actions and civil litigation involving individual life insurance
sales practices. In 1996, Prudential, on behalf of itself and many of its life
insurance subsidiaries including Pruco Life, entered into settlement agreements
with relevant insurance regulatory authorities and plaintiffs in the principal
life insurance sales practices class action lawsuit covering policyholders of
individual permanent life insurance policies issued in the United States from
1982 to 1995. Pursuant to the settlements, the companies agreed to various
changes to their sales and business practices controls and a series of fines,
and are in the process of distributing final remediation relief to eligible
class members. In many instances, claimants have the right to "appeal" the
decision to an independent reviewer. The bulk of such appeals were resolved in
1999, and the balance is expected to be addressed in 2000. As of January 31,
2000, Prudential and/or Pruco Life remained a party to two putative class
actions and approximately 158 individual actions relating to permanent life
insurance policies issued in the United States between 1982 and 1995. Additional
suits may be filed by individuals who opted out of the settlements. While the
approval of the class action settlement is now final, Prudential and Pruco Life
remain subject to oversight and review by insurance regulators and other
regulatory authorities with respect to their sales practices and the conduct of
the remediation program. The U.S. District Court has also retained jurisdiction
as to all matters relating to the administration, consummation, enforcement and
interpretation of the settlements.

Prudential has indemnified Pruco Life for any liabilities incurred in connection
with sales practices litigation covering policyholders of individual permanent
life insurance policies issued in the United States from 1982 to 1995.

In 1999, 1998, 1997 and 1996, Prudential recorded provision in its Consolidated
Statements of Operations of $100 million, $1,150 million, $2,030 million and
$1,125 million, respectively, to provide for estimated remediation costs, and
additional sales practices costs including related administrative costs,
regulatory fines, penalties and related payments, litigation costs and
settlements, including settlements associated with the resolution of claims of
deceptive sales practices asserted by policyholders who elected to "opt-out" of
the class action settlement and litigate their claims against Prudential
separately, and other fees and expenses associated with the resolution of sales
practices issues.


ADDITIONAL INFORMATION


Pruco Life has filed a registration statement with the SEC under the Securities
Act of 1933, relating to the offering described in this prospectus. This
prospectus does not include all 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 Public Reference Section at 450 Fifth Street, N.W., Washington, D.C.
20549, or by telephoning (800) SEC-0330, upon payment of a prescribed fee.


Further information may also be obtained from Pruco Life. Its address and
telephone number are set forth on the inside front cover of this prospectus.

FINANCIAL STATEMENTS


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



                                       31
<PAGE>



                             DIRECTORS AND OFFICERS

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

                             DIRECTORS OF PRUCO LIFE

JAMES J. AVERY, JR., Chairman and Director - President, Prudential Individual
Life Insurance since 1998; 1997 to 1998: Senior Vice President, Chief Actuary
and CFO, Prudential Individual Insurance Group; 1995 to 1997: President,
Prudential Select.

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

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

ESTHER H. MILNES, President and Director - Vice President and Chief Actuary,
Prudential Individual Life Insurance since 1999; prior to 1999: Vice President
and Actuary, Prudential Individual Insurance Group.

DAVID R. ODENATH, JR., Director - President, Prudential Investments since 1999;
prior to 1999: Senior Vice President and Director of Sales. Investment
Consulting Group, PaineWebber.

I. EDWARD PRICE, Vice Chairman and Director - Senior Vice President and Actuary,
Prudential Individual Life Insurance since 1998; 1995 to 1998: Senior Vice
President and Actuary, Prudential Individual Insurance Group.

KIYOFUMI SAKAGUCHI, Director - President and CEO, Prudential International
Insurance Group since 1995.

                         OFFICERS WHO ARE NOT DIRECTORS

C. EDWARD CHAPLIN, Treasurer - Vice President and Treasurer, Prudential since
1995.

JAMES C. DROZANOWSKI, Senior Vice President - Vice President, Operations and
Systems, Prudential Individual Financial Services since 1998; 1996 to 1998: Vice
President and Operations Executive, Prudential Individual Insurance Group; 1995
to 1996: President, Credit Card Division, Chase Manhattan Bank.

CLIFFORD E. KIRSCH, Chief Legal Officer and Secretary - Chief Counsel, Variable
Products, Prudential Law Department since 1995.

HIROSHI NAKAJIMA, Senior Vice President - President and CEO, Pruco Life
Insurance Company Taiwan Branch since 1997; prior to 1997: Senior Managing
Director, Prudential Life Insurance Co., Ltd.

SHIRLEY H. SHAO, Senior Vice President and Chief Actuary - Vice President and
Associate Actuary, Prudential since 1996; prior to 1996: Vice President and
Assistant Actuary, Prudential Corporate Risk Management.

DENNIS G. SULLIVAN, Vice President and Chief Accounting Officer - Vice President
and Deputy Controller, Prudential since 1998; 1997 to 1998: Vice President and
Controller, ContiFinancial Corporation; prior to 1997: Director, Salomon
Brothers.

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

Pruco Life directors and officers are elected annually.



                                       32
<PAGE>




<TABLE>
<CAPTION>

                                                       FINANCIAL STATEMENTS OF
                                            THE VARIABLE APPRECIABLE LIFE SUBACCOUNTS OF
                                               PRUCO LIFE VARIABLE APPRECIABLE ACCOUNT



STATEMENTS OF NET ASSETS
December 31, 1999

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

                                                       MONEY        DIVERSIFIED                      FLEXIBLE      CONSERVATIVE
                                                      MARKET           BOND           EQUITY          MANAGED        BALANCED
                                                     PORTFOLIO       PORTFOLIO       PORTFOLIO       PORTFOLIO       PORTFOLIO
                                                  -------------    ------------   -------------  --------------   -------------
<S>                                               <C>              <C>            <C>            <C>              <C>
ASSETS
  Investment in The Prudential Series Fund, Inc.
    Portfolios at net asset value [Note 3] ...... $ 352,861,083    $ 78,006,360   $ 865,577,753  $1,176,342,105   $ 604,324,669
  Receivable from (Payable to) Pruco Life
    Insurance Company [Note 2] ..................      (105,656)          2,934        (154,096)       (123,743)        (71,002)
                                                  -------------    ------------   -------------  --------------   -------------
  Net Assets .................................... $ 352,755,427    $ 78,009,294   $ 865,423,657  $1,176,218,362   $ 604,253,667
                                                  =============    ============   =============  ==============   =============
NET ASSETS, representing:
  Equity of contract owners [Note 4] ............ $ 352,755,427    $ 78,009,294   $ 865,423,657  $1,176,218,362   $ 604,253,667
                                                  -------------    ------------   -------------  --------------   -------------
                                                  $ 352,755,427    $ 78,009,294   $ 865,423,657  $1,176,218,362   $ 604,253,667
                                                  =============    ============   =============  ==============   =============

                                     SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A15 THROUGH A20

</TABLE>
                                                                 A1
<PAGE>

<TABLE>
<CAPTION>

x
                                                   SUBACCOUNTS (CONTINUED)
- -----------------------------------------------------------------------------------------------------------------------------
   HIGH                                                                                                             SMALL
   YIELD           STOCK          EQUITY          NATURAL                        GOVERNMENT      PRUDENTIAL    CAPITALIZATION
   BOND            INDEX          INCOME         RESOURCES         GLOBAL          INCOME         JENNISON          STOCK
 PORTFOLIO       PORTFOLIO       PORTFOLIO       PORTFOLIO        PORTFOLIO       PORTFOLIO       PORTFOLIO       PORTFOLIO
- ------------   -------------   -------------    ------------   -------------     -----------   -------------    ------------
<S>            <C>             <C>              <C>            <C>               <C>           <C>              <C>


$ 81,214,445   $ 371,750,279   $ 102,976,714    $ 22,582,642   $ 187,555,899     $ 9,416,427   $ 178,019,449    $ 23,922,659

     (52,708)         74,466         (15,589)         55,408           1,875         (44,813)        224,249         (26,783)
- ------------   -------------   -------------    ------------   -------------     -----------   -------------    ------------
$ 81,161,737   $ 371,824,745   $ 102,961,125    $ 22,638,050   $ 187,557,774     $ 9,371,614   $ 178,243,698    $ 23,895,876
============   =============   =============    ============   =============     ===========   =============    ============

$ 81,161,737   $ 371,824,745   $ 102,961,125    $ 22,638,050   $ 187,557,774     $ 9,371,614   $ 178,243,698    $ 23,895,876
- ------------   -------------   -------------    ------------   -------------     -----------   -------------    ------------
$ 81,161,737   $ 371,824,745   $ 102,961,125    $ 22,638,050   $ 187,557,774     $ 9,371,614   $ 178,243,698    $ 23,895,876
============   =============   =============    ============   =============     ===========   =============    ============



                                SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A15 THROUGH A20

                                                     A2
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                                                       FINANCIAL STATEMENTS OF
                                            THE VARIABLE APPRECIABLE LIFE SUBACCOUNTS OF
                                               PRUCO LIFE VARIABLE APPRECIABLE ACCOUNT



STATEMENTS OF OPERATIONS
For the years ended December 31, 1999, 1998 and 1997

                                                                                  SUBACCOUNTS
                                            -------------------------------------------------------------------------------------
                                                               MONEY                                   DIVERSIFIED
                                                              MARKET                                      BOND
                                                             PORTFOLIO                                  PORTFOLIO
                                            -----------------------------------------    ----------------------------------------
                                                1999           1998          1997           1999          1998           1997
                                            ------------   -----------    -----------    -----------   -----------    -----------
<S>                                         <C>            <C>            <C>            <C>           <C>            <C>
INVESTMENT INCOME
  Dividend income ......................... $ 11,957,892   $ 7,321,694    $ 2,458,119    $         0   $ 4,540,659    $ 5,128,836
                                            ------------   -----------    -----------    -----------   -----------    -----------
EXPENSES
 Charges to contract owners for assuming
   mortality risk and expense risk
   [Note 5A] ..............................    1,437,464       832,314        276,535        467,557       440,438        417,937
 Reimbursement for excess expenses
   [Note 5D] ..............................      (10,332)       (6,522)       (10,194)       (18,429)      (17,331)       (16,936)
                                            ------------   -----------    -----------    -----------   -----------    -----------
NET EXPENSES ..............................    1,427,132       825,792        266,341        449,128       423,107        401,001
                                            ------------   -----------    -----------    -----------   -----------    -----------
NET INVESTMENT INCOME (LOSS) ..............   10,530,760     6,495,902      2,191,778       (449,128)    4,117,552      4,727,835
                                            ------------   -----------    -----------    -----------   -----------    -----------
NET REALIZED AND UNREALIZED GAIN
  (LOSS) ON INVESTMENTS
    Capital gains distributions received ..            0             0              0        217,355       262,836        819,446
    Realized gain (loss) on shares
      redeemed ............................            0             0              0         69,374       174,627        216,418
    Net change in unrealized gain (loss)
      on investments ......................            0             0              0       (831,201)       73,088       (456,475)
                                            ------------   -----------    -----------    -----------   -----------    -----------
NET GAIN (LOSS) ON INVESTMENTS ............            0             0              0       (544,472)      510,551        579,389
                                            ------------   -----------    -----------    -----------   -----------    -----------
NET INCREASE (DECREASE) IN NET
  ASSETS RESULTING FROM
  OPERATIONS .............................. $ 10,530,760   $ 6,495,902    $ 2,191,778    $  (993,600)  $ 4,628,103    $ 5,307,224
                                            ============   ===========    ===========    ===========   ===========    ===========


                                        SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A15 THROUGH A20

</TABLE>
                                                                 A3
<PAGE>

<TABLE>
<CAPTION>

                                                      SUBACCOUNTS (CONTINUED)
- ---------------------------------------------------------------------------------------------------------------------------------
                                                             FLEXIBLE                                 CONSERVATIVE
                  EQUITY                                      MANAGED                                   BALANCED
                 PORTFOLIO                                   PORTFOLIO                                  PORTFOLIO
- -----------------------------------------   -----------------------------------------   -----------------------------------------
    1999           1998          1997           1999           1998          1997           1999          1998           1997
- ------------   ------------  ------------   ------------  ------------   ------------   ------------  ------------   ------------
<S>            <C>           <C>            <C>           <C>            <C>            <C>           <C>            <C>

$ 14,415,104   $ 15,582,045  $ 17,535,990   $     53,182  $ 38,101,728   $ 32,821,189   $ 24,546,800  $ 25,145,187   $ 25,761,286
- ------------   ------------  ------------   ------------  ------------   ------------   ------------  ------------   ------------



   5,122,283      5,123,051     4,548,952      7,020,385     7,013,282      6,514,308      3,606,639     3,550,351      3,334,597

    (692,806)      (740,855)     (588,463)    (2,725,324)   (2,657,281)    (2,462,808)    (1,065,488)   (1,018,563)      (912,152)
- ------------   ------------  ------------   ------------  ------------   ------------   ------------  ------------   ------------
   4,429,477      4,382,196     3,960,489      4,295,061     4,356,001      4,051,500      2,541,151     2,531,788      2,422,445
- ------------   ------------  ------------   ------------  ------------   ------------   ------------  ------------   ------------
   9,985,627     11,199,849    13,575,501     (4,241,879)   33,745,727     28,769,689     22,005,649    22,613,399     23,338,841
- ------------   ------------  ------------   ------------  ------------   ------------   ------------  ------------   ------------


 101,838,960     92,257,856    43,792,759     13,493,901   120,086,729    170,075,692      3,418,854    35,735,484     61,582,374

  30,562,177     22,299,396    12,144,753      8,687,128     8,717,338     13,389,631      4,164,171     3,601,498      5,214,424

 (45,860,592)   (55,442,702)   91,191,354     66,161,585   (53,221,275)   (37,601,198)     7,019,129     1,172,190    (22,803,360)
- ------------   ------------  ------------   ------------  ------------   ------------   ------------  ------------   ------------
  86,540,545     59,114,550   147,128,866     88,342,614    75,582,792    145,864,125     14,602,154    40,509,172     43,993,438
- ------------   ------------  ------------   ------------  ------------   ------------   ------------  ------------   ------------


$ 96,526,172   $ 70,314,399  $160,704,367   $ 84,100,735  $109,328,519   $174,633,814   $ 36,607,803  $ 63,122,571   $ 67,322,279
============   ============  ============   ============  ============   ============   ============  ============   ============



                                    SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A15 THROUGH A20


</TABLE>
                                                                 A4
<PAGE>

<TABLE>
<CAPTION>

                                         FINANCIAL STATEMENTS OF
                               THE VARIABLE APPRECIABLE LIFE SUBACCOUNTS OF
                                 PRUCO LIFE VARIABLE APPRECIABLE ACCOUNT


STATEMENTS OF OPERATIONS
For the years ended December 31, 1999, 1998 and 1997

                                                                                  SUBACCOUNTS
                                             ------------------------------------------------------------------------------------
                                                               HIGH
                                                               YIELD                                      STOCK
                                                               BOND                                       INDEX
                                                             PORTFOLIO                                  PORTFOLIO
                                             ----------------------------------------   -----------------------------------------
                                                1999           1998          1997           1999          1998           1997
                                             -----------   -----------    -----------   ------------  ------------   ------------
<S>                                          <C>           <C>            <C>           <C>           <C>            <C>
INVESTMENT INCOME
  Dividend income .......................... $   231,604   $ 5,833,057    $ 3,606,406   $  3,454,325  $  2,391,120   $  1,739,314
                                             -----------   -----------    -----------   ------------  ------------   ------------
EXPENSES
 Charges to contract owners for assuming
   mortality risk and expense risk
   [Note 5A] ...............................     491,069       313,600        226,827      1,869,495     1,080,631        677,531
 Reimbursement for excess expenses
   [Note 5D] ...............................           0             0              0              0             0              0
                                             -----------   -----------    -----------   ------------  ------------   ------------
NET EXPENSES ...............................     491,069       313,600        226,827      1,869,495     1,080,631        677,531
                                             -----------   -----------    -----------   ------------  ------------   ------------
NET INVESTMENT INCOME (LOSS) ...............    (259,465)    5,519,457      3,379,579      1,584,830     1,310,489      1,061,783
                                             -----------   -----------    -----------   ------------  ------------   ------------
NET REALIZED AND UNREALIZED GAIN
  (LOSS) ON INVESTMENTS
    Capital gains distributions received ...           0             0              0      4,290,756     3,715,956      3,715,259
    Realized gain (loss) on shares
      redeemed .............................    (829,891)     (184,781)        19,344     15,770,959     5,816,280      2,487,203
    Net change in unrealized gain (loss)
      on investments .......................   4,361,938    (5,663,620)     1,276,625     36,090,405    39,830,579     23,073,809
                                             -----------   -----------    -----------   ------------  ------------   ------------
NET GAIN (LOSS) ON INVESTMENTS .............   3,532,047    (5,848,401)     1,295,969     56,152,120    49,362,815     29,276,271
                                             -----------   -----------    -----------   ------------  ------------   ------------
NET INCREASE (DECREASE) IN NET
  ASSETS RESULTING FROM
  OPERATIONS ............................... $ 3,272,582   $  (328,944)   $ 4,675,548   $ 57,736,950  $ 50,673,304   $ 30,338,054
                                             ===========   ===========    ===========   ============  ============   ============


                                    SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A15 THROUGH A20

</TABLE>

                                                                 A5
<PAGE>

<TABLE>
<CAPTION>

                                                       SUBACCOUNTS (CONTINUED)
 ---------------------------------------------------------------------------------------------------------------------------------

                   EQUITY                                      NATURAL
                   INCOME                                     RESOURCES                                   GLOBAL
                  PORTFOLIO                                   PORTFOLIO                                  PORTFOLIO
 -----------------------------------------    ----------------------------------------    ----------------------------------------
     1999           1998          1997           1999           1998          1997           1999          1998           1997
 ------------    -----------  ------------    -----------   -----------    -----------    -----------  ------------    -----------
 <S>             <C>          <C>             <C>           <C>            <C>            <C>          <C>             <C>

 $  2,352,951    $ 2,687,713  $  1,948,909    $   139,023   $   184,247    $   159,612    $   582,037  $    767,006    $   328,183
 ------------    -----------  ------------    -----------   -----------    -----------    -----------  ------------    -----------



      611,129        607,915       441,648        120,170       134,251        189,874        794,369       282,944        158,801

            0              0             0              0             0              0              0             0              0
 ------------    -----------  ------------    -----------   -----------    -----------    -----------  ------------    -----------
      611,129        607,915       441,648        120,170       134,251        189,874        794,369       282,944        158,801
 ------------    -----------  ------------    -----------   -----------    -----------    -----------  ------------    -----------
    1,741,822      2,079,798     1,507,261         18,853        49,996        (30,262)      (212,332)      484,062        169,382
 ------------    -----------  ------------    -----------   -----------    -----------    -----------  ------------    -----------


   11,452,953      5,974,930     8,147,416              0     1,227,683      3,387,934      1,020,553     3,473,934      1,296,459

    2,443,128        997,898       256,502       (463,855)     (665,119)       608,721     14,965,295       651,742        251,779

   (4,214,000)   (13,181,479)   12,255,558      7,825,406    (4,684,698)    (7,614,863)    45,405,939     6,143,980       (363,854)
 ------------    -----------  ------------    -----------   -----------    -----------    -----------  ------------    -----------
    9,682,081     (6,208,651)   20,659,476      7,361,551    (4,122,134)    (3,618,208)    61,391,787    10,269,656      1,184,384
 ------------    -----------  ------------    -----------   -----------    -----------    -----------  ------------    -----------


 $ 11,423,903    $(4,128,853) $ 22,166,737    $ 7,380,404   $(4,072,138)   $(3,648,470)   $61,179,455  $ 10,753,718    $ 1,353,766
 ============    ===========  ============    ===========   ===========    ===========    ===========  ============    ===========




                                     SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A15 THROUGH A20

                                                                 A6

</TABLE>
<PAGE>

<TABLE>
<CAPTION>

                                                      FINANCIAL STATEMENTS OF
                                            THE VARIABLE APPRECIABLE LIFE SUBACCOUNTS OF
                                               PRUCO LIFE VARIABLE APPRECIABLE ACCOUNT



STATEMENTS OF OPERATIONS
For the years ended December 31, 1999, 1998 and 1997

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

                                                             GOVERNMENT                                 PRUDENTIAL
                                                               INCOME                                    JENNISON
                                                              PORTFOLIO                                  PORTFOLIO
                                               --------------------------------------   -----------------------------------------
                                                 1999           1998           1997          1999          1998           1997
                                               ---------     ---------      ---------   ------------  ------------    -----------
<S>                                            <C>           <C>            <C>         <C>           <C>             <C>
INVESTMENT INCOME
  Dividend income ............................ $       0     $ 540,324      $ 556,385   $    187,327  $     94,006    $    40,345
                                               ---------     ---------      ---------   ------------  ------------    -----------
EXPENSES
 Charges to contract owners for assuming
  mortality risk and expense risk
  [Note 5A] ..................................    59,622        55,646         51,887        641,227       252,490        100,484
 Reimbursement for excess expenses
  [Note 5D] ..................................         0             0              0              0             0              0
                                               ---------     ---------      ---------   ------------  ------------    -----------
NET EXPENSES .................................    59,622        55,646         51,887        641,227       252,490        100,484
                                               ---------     ---------      ---------   ------------  ------------    -----------
NET INVESTMENT INCOME (LOSS) .................   (59,622)      484,678        504,498       (453,900)     (158,484)       (60,139)
                                               ---------     ---------      ---------   ------------  ------------    -----------
NET REALIZED AND UNREALIZED GAIN
  (LOSS) ON INVESTMENTS
    Capital gains distributions received .....         0             0              0      6,522,518       971,435      1,372,676
    Realized gain (loss) on shares
      redeemed ...............................    35,517        34,945         22,866      6,738,415     1,799,613        167,648
    Net change in unrealized gain (loss)
      on investments .........................  (311,189)      222,594        214,791     29,898,188    11,054,729      2,544,336
                                               ---------     ---------      ---------   ------------  ------------    -----------
NET GAIN (LOSS) ON INVESTMENTS ...............  (275,672)      257,539        237,657     43,159,121    13,825,777      4,084,660
                                               ---------     ---------      ---------   ------------  ------------    -----------
NET INCREASE (DECREASE) IN NET
  ASSETS RESULTING FROM
  OPERATIONS ................................. $(335,294)    $ 742,217      $ 742,155   $ 42,705,221  $ 13,667,293    $ 4,024,521
                                               =========     =========      =========   ============  ============    ===========


                                     SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A15 THROUGH A20

</TABLE>

                                                                 A7
<PAGE>


         SUBACCOUNTS (CONTINUED)
- ----------------------------------------
                   SMALL
              CAPITALIZATION
                   STOCK
                 PORTFOLIO
- ----------------------------------------
    1999           1998          1997
- -----------     ----------   -----------


$         0     $  119,884   $    88,794
- -----------     ----------   -----------



    126,214        120,693        78,580

          0              0             0
- -----------     ----------   -----------
    126,214        120,693        78,580
- -----------     ----------   -----------
   (126,214)          (809)       10,214
- -----------     ----------   -----------


    389,215      1,284,066     1,269,194

    (52,227)        (6,855)       38,103

  2,341,904     (1,835,474)    1,411,982
- -----------     ----------   -----------
  2,678,892       (558,263)    2,719,279
- -----------     ----------   -----------


$ 2,552,678     $ (559,072)  $ 2,729,493
===========     ==========   ===========




                      SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A15 THROUGH A20

                                               A8
<PAGE>

<TABLE>
<CAPTION>

                                                       FINANCIAL STATEMENTS OF
                                            THE VARIABLE APPRECIABLE LIFE SUBACCOUNTS OF
                                               PRUCO LIFE VARIABLE APPRECIABLE ACCOUNT



STATEMENTS OF CHANGES IN NET ASSETS
For the years ended December 31, 1999, 1998 and 1997

                                                                                  SUBACCOUNTS
                                            -----------------------------------------------------------------------------------
                                                               MONEY                                   DIVERSIFIED
                                                              MARKET                                      BOND
                                                             PORTFOLIO                                  PORTFOLIO
                                            -----------------------------------------   ----------------------------------------
                                                1999           1998          1997           1999          1998          1997
                                            ------------  ------------  -------------   ------------  ------------  ------------
<S>                                         <C>           <C>           <C>             <C>           <C>           <C>
OPERATIONS
  Net investment income (loss) ............ $ 10,530,760  $  6,495,902  $   2,191,778   $   (449,128) $  4,117,552  $ 4,727,835
  Capital gains distributions received ....            0             0              0        217,355       262,836       819,446
  Realized gain (loss) on shares
  redeemed ................................            0             0              0         69,374       174,627       216,418
  Net change in unrealized gain (loss) on
    investments ...........................            0             0              0       (831,201)       73,088      (456,475)
                                            ------------  ------------  -------------   ------------  ------------  ------------
NET INCREASE (DECREASE) IN
  NET ASSETS RESULTING FROM
  OPERATIONS ..............................   10,530,760     6,495,902      2,191,778       (993,600)    4,628,103     5,307,224
                                            ------------  ------------  -------------   ------------  ------------  ------------
PREMIUM PAYMENTS
  AND OTHER OPERATING TRANSFERS
  Contract Owner Net Payments .............  291,867,279   230,584,983     11,064,582      9,213,218     6,525,706     5,585,180
  Policy Loans ............................   (4,003,912)   (2,667,911)    (1,916,044)    (1,646,549)   (1,912,675)   (2,089,744)
  Policy Loan Repayments and Interest .....    3,688,681     1,177,559      1,011,194      1,939,244     1,564,318     1,615,960
  Surrenders, Withdrawals and Death
    Benefits ..............................   (3,216,419)  (10,685,261)    (3,863,779)    (3,977,332)   (3,620,023)   (3,778,210)
  Net Transfers From (To) Other Subaccounts
    or Fixed Rate Option ..................  (68,358,175) (139,236,713)    (7,633,294)       (41,084)    1,555,360    (2,617,340)
  Administrative and Other Charges ........   (6,681,729)   (3,846,260)    (2,185,866)    (3,374,192)   (2,755,767)   (2,918,054)
                                            ------------  ------------  -------------   ------------  ------------  ------------
NET INCREASE (DECREASE) IN NET
  ASSETS RESULTING FROM PREMIUM
  PAYMENTS AND OTHER OPERATING
  TRANSFERS ...............................  213,295,725    75,326,397     (3,523,207)     2,113,305     1,356,919    (4,202,208)
                                            ------------  ------------  -------------   ------------  ------------  ------------
NET INCREASE (DECREASE) IN NET
  ASSETS RETAINED IN THE
  ACCOUNT [Note 7] ........................            0    (1,697,004)     1,532,549              0         3,878       (68,990)
                                            ------------  ------------  -------------   ------------  ------------  ------------
TOTAL INCREASE (DECREASE) IN NET
  ASSETS ..................................  223,826,485    80,125,295        201,120      1,119,705     5,988,900     1,036,026

NET ASSETS
  Beginning of year .......................  128,928,942    48,803,647     48,602,527     76,889,589    70,900,689    69,864,663
                                            ------------  ------------  -------------   ------------  ------------  ------------
  End of year ............................. $352,755,427  $128,928,942  $  48,803,647   $ 78,009,294  $ 76,889,589  $ 70,900,689
                                            ============  ============  =============   ============  ============  ============




                                    SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A15 THROUGH A20
</TABLE>
                                                                 A9
<PAGE>

<TABLE>
<CAPTION>

                                                       SUBACCOUNTS (CONTINUED)
- -----------------------------------------------------------------------------------------------------------------------------------
                                                               FLEXIBLE                                 CONSERVATIVE
                 EQUITY                                         MANAGED                                   BALANCED
                PORTFOLIO                                      PORTFOLIO                                  PORTFOLIO
- ----------------------------------------  ----------------------------------------------  -----------------------------------------
    1999          1998          1997            1999             1998           1997          1999          1998           1997
- ------------  ------------  ------------  --------------  --------------  --------------  ------------  ------------   ------------
<S>           <C>           <C>           <C>             <C>             <C>             <C>           <C>            <C>

$  9,985,627  $ 11,199,849  $ 13,575,501   $  (4,241,879) $   33,745,727  $   28,769,689  $ 22,005,649  $ 22,613,399   $ 23,338,841
 101,838,960    92,257,856    43,792,759      13,493,901     120,086,729     170,075,692     3,418,854    35,735,484     61,582,374

  30,562,177    22,299,396    12,144,753       8,687,128       8,717,338      13,389,631     4,164,171     3,601,498      5,214,424

 (45,860,592)  (55,442,702)   91,191,354      66,161,585     (53,221,275)    (37,601,198)    7,019,129     1,172,190    (22,803,360)
- ------------  ------------  ------------  --------------  --------------  --------------  ------------  ------------   ------------


  96,526,172    70,314,399   160,704,367      84,100,735     109,328,519     174,633,814    36,607,803    63,122,571     67,332,279
- ------------  ------------  ------------  --------------  --------------  --------------  ------------  ------------   ------------


  21,967,601    46,913,467    45,437,359      25,375,491      64,854,058      71,851,051    16,841,992    35,878,600     37,767,948
 (25,270,787)  (27,628,665)  (25,646,232)    (31,546,845)    (34,421,241)    (34,658,782)  (13,483,060)  (14,672,747)   (14,693,056)
  22,439,687    19,108,549    15,784,614      32,238,484      24,491,018      24,227,411    12,607,451    11,720,294     10,942,826

 (35,567,708)  (52,901,596)  (38,595,315)    (53,970,161)    (56,024,536)    (59,613,280)  (25,211,828)  (29,207,186)   (30,175,056)

 (31,481,752)   (3,542,834)    6,718,514     (28,719,869)    (17,651,111)    (13,344,352)  (11,980,279)   (8,889,136)    (9,474,946)
 (25,189,715)  (25,435,162)  (27,110,637)    (37,896,636)    (39,005,157)    (43,984,351)  (20,727,360)  (20,731,480)   (23,099,749)
- ------------  ------------  ------------  --------------  --------------  --------------  ------------  ------------   ------------



 (73,102,674)  (43,486,241)  (23,411,697)    (94,519,536)    (57,756,969)    (55,522,303)  (41,953,084)  (25,901,655)   (28,732,033)
- ------------  ------------  ------------  --------------  --------------  --------------  ------------  ------------   ------------


           0      (160,831)     (108,813)              0        (399,096)       (938,199)            0      (143,273)      (423,806)
- ------------  ------------  ------------  --------------  --------------  --------------  ------------  ------------   ------------

  23,423,498    26,667,327   137,183,857     (10,418,801)     51,172,454     118,173,312    (5,345,281)   37,077,643     38,176,440

 842,000,159   815,332,832   678,148,975   1,186,637,163   1,135,464,709   1,017,291,397   609,598,948   572,521,305    534,344,865
- ------------  ------------  ------------  --------------  --------------  --------------  ------------  ------------   ------------
$865,423,657  $842,000,159  $815,332,832  $1,176,218,362  $1,186,637,163  $1,135,464,709  $604,253,667  $609,598,948   $572,521,305
============  ============  ============  ==============  ==============  ==============  ============  ============   ============




                                     SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A15 THROUGH A20
</TABLE>
                                                                A10
<PAGE>

<TABLE>
<CAPTION>

                                         FINANCIAL STATEMENTS OF
                               THE VARIABLE APPRECIABLE LIFE SUBACCOUNTS OF
                                 PRUCO LIFE VARIABLE APPRECIABLE ACCOUNT



STATEMENTS OF CHANGES IN NET ASSETS
For the years ended December 31, 1999, 1998 and 1997

                                                                                  SUBACCOUNTS
                                            -------------------------------------------------------------------------------------
                                                               HIGH
                                                               YIELD                                      STOCK
                                                               BOND                                       INDEX
                                                             PORTFOLIO                                  PORTFOLIO
                                            -----------------------------------------   -----------------------------------------
                                                1999           1998          1997           1999          1998           1997
                                            ------------  ------------   ------------   ------------  ------------   ------------
<S>                                         <C>           <C>            <C>            <C>           <C>            <C>
OPERATIONS
  Net investment income (loss) ............ $   (259,465) $  5,519,457   $  3,379,579   $  1,584,830  $  1,310,489   $  1,061,783
  Capital gains distributions received ....            0             0              0      4,290,756     3,715,956      3,715,259
  Realized gain (loss) on shares
  redeemed ................................     (829,891)     (184,781)        19,344     15,770,959     5,816,280      2,487,203
  Net change in unrealized gain (loss) on
    investments ...........................    4,361,938    (5,663,620)     1,276,625     36,090,405    39,830,579     23,073,809
                                            ------------  ------------   ------------   ------------  ------------   ------------
NET INCREASE (DECREASE) IN
  NET ASSETS RESULTING FROM
  OPERATIONS ..............................    3,272,582      (328,944)     4,675,548     57,736,950    50,673,304     30,338,054
                                            ------------  ------------   ------------   ------------  ------------   ------------
PREMIUM PAYMENTS
  AND OTHER OPERATING TRANSFERS
  Contract Owner Net Payments .............    3,691,424     4,510,013      3,024,941     34,027,403    22,254,412     11,823,208
  Policy Loans ............................     (901,124)   (1,009,491)    (1,149,056)    (9,143,580)   (4,951,084)    (4,047,578)
  Policy Loan Repayments and Interest .....      942,474       832,922        751,249      8,218,322     5,657,189      3,296,705
  Surrenders, Withdrawals and Death
    Benefits ..............................   (1,587,661)   (1,848,918)    (1,898,223)   (12,349,782)   (9,039,306)    (8,511,446)
  Net Transfers From (To) Other Subaccounts
    or Fixed Rate Option ..................   (1,433,615)   39,327,603         (3,054)    50,141,104    62,958,405     16,075,177
  Administrative and Other Charges ........   (2,332,129)   (1,832,130)    (1,622,796)   (12,115,753)   (7,374,716)    (4,374,518)
                                            ------------  ------------   ------------   ------------  ------------   ------------
NET INCREASE (DECREASE) IN NET
  ASSETS RESULTING FROM PREMIUM
  PAYMENTS AND OTHER OPERATING
  TRANSFERS ...............................   (1,620,631)   39,979,999       (896,939)    58,777,714    69,504,900     14,261,548
                                            ------------  ------------   ------------   ------------  ------------   ------------
NET INCREASE (DECREASE) IN NET
  ASSETS RETAINED IN THE
  ACCOUNT [Note 7] ........................            0       (79,861)        23,767              0       790,662       (535,016)
                                            ------------  ------------   ------------   ------------  ------------   ------------
TOTAL INCREASE (DECREASE) IN NET
  ASSETS ..................................    1,651,951    39,571,194      3,802,376    116,514,664   120,968,866     44,064,586

NET ASSETS
  Beginning of year .......................   79,509,786    39,938,592     36,136,216    255,310,081   134,341,215     90,276,629
                                            ------------  ------------   ------------   ------------  ------------   ------------
  End of year ............................. $ 81,161,737  $ 79,509,786   $ 39,938,592   $371,824,745  $255,310,081   $134,341,215
                                            ============  ============   ============   ============  ============   ============




                                    SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A15 THROUGH A20
</TABLE>
                                                                A11
<PAGE>

<TABLE>
<CAPTION>

                                                     SUBACCOUNTS (CONTINUED)
- --------------------------------------------------------------------------------------------------------------------------------

                  EQUITY                                     NATURAL
                  INCOME                                    RESOURCES                                   GLOBAL
                 PORTFOLIO                                  PORTFOLIO                                  PORTFOLIO
- -----------------------------------------  -----------------------------------------   -----------------------------------------
    1999           1998          1997          1999           1998          1997           1999          1998           1997
- ------------   ------------  ------------  ------------  ------------   ------------   ------------  ------------   ------------
<S>            <C>           <C>           <C>           <C>            <C>            <C>           <C>            <C>

$  1,741,822   $  2,079,798  $  1,507,261  $     18,853  $     49,996   $    (30,262)  $   (212,332) $    484,062   $    169,382
  11,452,953      5,974,930     8,147,416             0     1,227,683      3,387,934      1,020,553     3,473,934      1,296,459

   2,443,128        997,898       256,502      (463,855)     (665,119)       608,721     14,965,295       651,742        251,779

  (4,214,000)   (13,181,479)   12,255,558     7,825,406    (4,684,698)    (7,614,863)    45,405,939     6,143,980       (363,854)
- ------------   ------------  ------------  ------------  ------------   ------------   ------------  ------------   ------------


  11,423,903     (4,128,853)   22,166,737     7,380,404    (4,072,138)    (3,648,470)    61,179,455    10,753,718      1,353,766
- ------------   ------------  ------------  ------------  ------------   ------------   ------------  ------------   ------------


   9,746,539     12,000,153     6,514,479       506,781     1,957,889      2,473,751      5,006,744     3,547,480      2,426,347
  (2,784,001)    (3,291,047)   (2,378,404)     (606,615)     (764,531)    (1,028,672)    (1,079,045)   (1,153,101)      (665,649)
   2,348,262      1,845,415     1,466,470       886,419       585,062        706,018        818,588       577,417        410,448

  (4,314,358)    (4,700,423)   (3,616,294)   (1,100,956)   (1,294,331)    (1,567,494)    (1,254,030)   (1,106,969)    (1,030,134)

  (7,934,532)     9,923,725     9,926,365    (1,640,963)   (4,279,014)      (345,448)    40,973,920    46,088,034      3,018,892
  (4,541,664)    (3,993,433)   (2,739,257)     (660,509)     (814,455)    (1,242,925)    (2,371,271)   (1,342,564)      (923,293)
- ------------   ------------  ------------  ------------  ------------   ------------   ------------  ------------   ------------



  (7,479,754)    11,784,390     9,173,359    (2,615,843)   (4,609,380)    (1,004,770)    42,094,906    46,610,297      3,236,611
- ------------   ------------  ------------  ------------  ------------   ------------   ------------  ------------   ------------


           0       (206,095)      226,288             0         6,815       (181,355)             0      (317,822)      (120,958)
- ------------   ------------  ------------  ------------  ------------   ------------   ------------  ------------   ------------

   3,944,149      7,449,442    31,566,384     4,764,561    (8,674,703)    (4,834,595)   103,274,361    57,046,193      4,469,419


  99,016,976     91,567,534    60,001,150    17,873,489    26,548,192     31,382,787     84,283,413    27,237,220     22,767,801
- ------------   ------------  ------------  ------------  ------------   ------------   ------------  ------------   ------------
$102,961,125   $ 99,016,976  $ 91,567,534  $ 22,638,050  $ 17,873,489   $ 26,548,192   $187,557,774  $ 84,283,413   $ 27,237,220
============   ============  ============  ============  ============   ============   ============  ============   ============





                                    SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A15 THROUGH A20
</TABLE>
                                                                A12
<PAGE>

<TABLE>
<CAPTION>

                                                       FINANCIAL STATEMENTS OF
                                            THE VARIABLE APPRECIABLE LIFE SUBACCOUNTS OF
                                               PRUCO LIFE VARIABLE APPRECIABLE ACCOUNT



STATEMENTS OF CHANGES IN NET ASSETS
For the years ended December 31, 1999, 1998 and 1997

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

                                                            GOVERNMENT                                 PRUDENTIAL
                                                              INCOME                                    JENNISON
                                                             PORTFOLIO                                  PORTFOLIO
                                             ----------------------------------------   -----------------------------------------
                                                1999           1998          1997           1999          1998           1997
                                             -----------  ------------    -----------   ------------  ------------   ------------
<S>                                          <C>          <C>             <C>           <C>           <C>            <C>
OPERATIONS
  Net investment income (loss) ............. $   (59,622) $    484,678    $   504,498   $  (453,900)  $  (158,484)   $    (60,139)
  Capital gains distributions received                 0             0              0     6,522,518       971,435       1,372,676
  Realized gain (loss) on shares redeemed ..      35,517        34,945         22,866     6,738,415      1,799,613        167,648
  Net change in unrealized gain (loss) on
    investments ............................    (311,189)      222,594        214,791     29,898,188    11,054,729      2,544,336
                                             -----------  ------------    -----------   ------------  ------------   ------------
NET INCREASE (DECREASE) IN
  NET ASSET RESULTING FROM
  OPERATIONS ...............................    (335,294)      742,217        742,155     42,705,221    13,667,293      4,024,521
                                             -----------  ------------    -----------   ------------  ------------   ------------
PREMIUM PAYMENTS
  AND OTHER OPERATING TRANSFERS
  Contract Owner Net Payments ..............     192,491       542,296        716,666     30,287,545    10,395,819      3,275,515
  Policy Loans .............................    (224,184)     (315,738)      (343,550)    (4,044,172)   (1,342,282)      (615,994)
  Policy Loan Repayments and Interest ......     370,007       228,598        170,059      1,878,823       802,423        403,472
  Surrenders, Withdrawals and Death
    Benefits ...............................    (724,521)     (423,954)      (727,111)    (3,757,076)   (8,014,188)      (663,449)
  Net Transfers From (To) Other Subaccounts
    or Fixed Rate Option ...................     259,745     1,172,653     (1,189,722)    55,494,343    24,792,645      8,134,626
  Administrative and Other Charges .........    (309,097)     (324,094)      (376,525)    (7,124,250)   (2,746,775)      (840,471)
                                             -----------  ------------    -----------   ------------  ------------   ------------
NET INCREASE (DECREASE) IN NET
  ASSETS RESULTING FROM PREMIUM
  PAYMENTS AND OTHER OPERATING
  TRANSFERS ................................    (435,559)      879,761     (1,750,183)    72,735,213    23,887,642      9,693,699
                                             -----------  ------------    -----------   ------------  ------------   ------------
NET INCREASE (DECREASE) IN NET
  ASSETS RETAINED IN THE
  ACCOUNT [Note 7] .........................           0       (12,462)       (19,930)             0       288,264        (30,216)
                                             -----------  ------------    -----------   ------------  ------------   ------------
TOTAL INCREASE (DECREASE) IN NET
  ASSETS ...................................    (770,853)    1,609,516     (1,027,958)   115,440,434    37,843,199     13,688,004
NET ASSETS
  Beginning of year ........................  10,142,467     8,532,951      9,560,909     62,803,264    24,960,065     11,272,061
                                             -----------  ------------    -----------   ------------  ------------   ------------
  End of year .............................. $ 9,371,614  $ 10,142,467    $ 8,532,951   $178,243,698  $ 62,803,264   $ 24,960,065
                                             ===========  ============    ===========   ============  ============   ============




                                    SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A15 THROUGH A20
</TABLE>
                                                                A13
<PAGE>

          SUBACCOUNTS (CONTINUED)
- -----------------------------------------
                   SMALL
              CAPITALIZATION
                   STOCK
                 PORTFOLIO
- -----------------------------------------
    1999           1998          1997
- ------------   ------------  ------------


$   (126,214)  $       (809) $     10,214
     389,215      1,284,066     1,269,194
     (52,227)       (6,855)        38,103

   2,341,904     (1,835,474)    1,411,982
- ------------   ------------  ------------


   2,552,678       (559,072)    2,729,493
- ------------   ------------  ------------


     835,244      1,292,334       966,611
    (674,561)      (779,533)     (416,759)
     553,386        427,135       230,529

    (768,497)      (756,255)     (419,040)

   1,166,090      2,952,908     7,568,665
    (555,522)      (538,073)     (380,906)
- ------------   ------------  ------------



     556,140      2,598,516     7,549,100
- ------------   ------------  ------------


           0       (124,119)      (23,520)
- ------------   ------------  ------------

   3,108,818      1,915,325    10,255,073

  20,787,058     18,871,733     8,616,660
- ------------   ------------  ------------
$ 23,895,876   $ 20,787,058  $ 18,871,733
============   ============  ============



           SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A15 THROUGH A20

                                       A14
<PAGE>

                        NOTES TO FINANCIAL STATEMENTS OF
                  THE VARIABLE APPRECIABLE LIFE SUBACCOUNTS OF
                     PRUCO LIFE VARIABLE APPRECIABLE ACCOUNT
                                DECEMBER 31, 1999



NOTE 1:   GENERAL

          Pruco Life Variable Appreciable Account ("the Account") was
          established on January 13, 1984 under Arizona law as a separate
          investment account of Pruco Life Insurance Company ("Pruco Life")
          which is a wholly-owned subsidiary of The Prudential Insurance Company
          of America ("Prudential"). The assets of the Account are segregated
          from Pruco Life's other assets. Proceeds from purchases of Pruco Life
          Variable Appreciable Life ("VAL") contracts and Pruco Life Variable
          Universal Life ("VUL") contracts are invested in the Account as
          directed by the contract owners.

          The Account is registered under the Investment Company Act of 1940, as
          amended, as a unit investment trust. There are eighteen subaccounts
          within the Account. VAL contracts offer the option to invest in
          thirteen of the subaccounts within the Account, each of which invests
          only in a corresponding portfolio of The Prudential Series Fund, Inc.
          (the "Series Fund"). The Series Fund is a diversified open-end
          management investment company, and is managed by Prudential.

          New sales of the VAL product which invests in the Account were
          discontinued as of May 1, 1992. However, premium payments made by
          current VAL contract owners will continue to be received by the
          Account.


NOTE 2:   SIGNIFICANT ACCOUNTING POLICIES

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

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

          Security Transactions--Realized gains and losses on security
          transactions are reported on an average cost basis. Purchase and sale
          transactions are recorded as of the trade date of the security being
          purchased or sold.

          Distributions Received--Dividend and capital gain distributions
          received are reinvested in additional shares of the Series Fund and
          are recorded on the ex-dividend date.

          Receivable from (Payable to) Pruco Life Insurance Company--At times,
          Pruco Life may owe an amount to or expect to receive an amount from
          the Account primarily related to processing contract owner payments,
          surrenders, withdrawals and death benefits. This amount is reflected
          in the Account's Statements of Net Assets as either a receivable from
          or payable to Pruco life. The receivable and or payable does not have
          an effect on the Contract owner's account or the related unit value.


                                      A15
<PAGE>


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

          The net asset value per share for each portfolio of the Series Fund,
          the number of shares (rounded) of each portfolio held by the
          subaccounts and the aggregate cost of investments in such shares at
          December 31, 1999 were as follows:

<TABLE>
<CAPTION>

                                                                        PORTFOLIOS
                                          ----------------------------------------------------------------------
                                              MONEY       DIVERSIFIED                    FLEXIBLE    CONSERVATIVE
                                             MARKET          BOND         EQUITY          MANAGED      BALANCED
                                          ------------  ------------   ------------  -------------  ------------
          <S>                             <C>           <C>            <C>           <C>            <C>
          Number of shares (rounded):       35,286,108     7,123,868     29,950,787      66,686,060   39,344,054
          Net asset value per share:      $      10.00  $      10.95   $      28.90  $        17.64 $      15.36
          Cost:                           $352,861,083  $ 77,108,157   $668,536,559  $1,042,854,501 $552,783,183


                                                                  PORTFOLIOS (CONTINUED)
                                          ----------------------------------------------------------------------
                                           HIGH YIELD       STOCK         EQUITY         NATURAL
                                              BOND          INDEX         INCOME        RESOURCES      GLOBAL
                                          ------------  ------------   ------------  -------------  ------------
          <S>                             <C>           <C>            <C>           <C>            <C>
          Number of shares (rounded):       10,799,793     8,363,336      5,275,446      1,299,346     6,054,096
          Net asset value per share:      $       7.52  $      44.45   $      19.52  $       17.38  $      30.98
          Cost:                           $ 82,299,164  $239,275,544   $ 96,217,690  $  20,462,348  $133,251,383


                                                   PORTFOLIOS (CONTINUED)
                                          -------------------------------------------
                                                                            SMALL
                                            GOVERNMENT    PRUDENTIAL   CAPITALIZATION
                                              INCOME       JENNISON         STOCK
                                          ------------  ------------   --------------
          <S>                             <C>           <C>            <C>
          Number of shares (rounded):          815,275     5,496,124      1,472,164
          Net asset value per share:      $      11.55  $      32.39   $      16.25
          Cost:                           $  9,291,348  $133,592,098   $ 21,327,749

</TABLE>

                                      A16
<PAGE>


NOTE 4:   CONTRACT OWNER UNIT INFORMATION

          Outstanding contract owner units (rounded), unit values and total
          value of contract owner equity at December 31, 1999 were as follows:

<TABLE>
<CAPTION>

                                                                                  SUBACCOUNTS
                                                  -----------------------------------------------------------------------------
                                                      MONEY        DIVERSIFIED                      FLEXIBLE      CONSERVATIVE
                                                     MARKET           BOND          EQUITY           MANAGED        BALANCED
                                                    PORTFOLIO       PORTFOLIO      PORTFOLIO        PORTFOLIO       PORTFOLIO
                                                  -------------   -------------  --------------  --------------   -------------
          <S>                                     <C>             <C>            <C>             <C>              <C>
          Contract Owner Units Outstanding
            (VAL - rounded) .....................    24,005,606      22,325,516     104,669,108     228,032,365     142,916,141
          Unit Value (VAL) ...................... $     2.01098   $     2.99334  $      8.06306  $      5.10277   $     4.13896
                                                  -------------   -------------  --------------  --------------   -------------
          Contract Owner Equity (VAL) ........... $  48,274,794   $  66,827,860  $  843,953,297  $1,163,596,713   $ 591,524,192
                                                  -------------   -------------  --------------  --------------   -------------
          Contract Owner Units Outstanding
            (VUL - rounded) .....................   265,035,413       9,873,231      14,119,106       9,153,352       9,520,853
          Unit Value (VUL) ...................... $     1.14883   $     1.13250  $      1.52066  $      1.37891   $     1.33701
                                                  -------------   -------------  --------------  --------------   -------------
          Contract Owner Equity (VUL) ........... $ 304,480,633   $  11,181,434  $   21,470,360  $   12,621,649   $  12,729,475
                                                  -------------   -------------  --------------  --------------   -------------
          TOTAL CONTRACT OWNER EQUITY ........... $ 352,755,427   $  78,009,294  $  865,423,657  $1,176,218,362   $ 604,253,667
                                                  =============   =============  ==============  ==============   =============


                                                                              SUBACCOUNTS (CONTINUED)
                                                  -----------------------------------------------------------------------------
                                                   HIGH YIELD         STOCK         EQUITY           NATURAL
                                                      BOND            INDEX         INCOME          RESOURCES       GLOBAL
                                                    PORTFOLIO       PORTFOLIO      PORTFOLIO        PORTFOLIO      PORTFOLIO
                                                  -------------   -------------  --------------  --------------   -------------
          <S>                                     <C>             <C>            <C>             <C>              <C>
          Contract Owner Units Outstanding
            (VAL - rounded) .....................    13,118,467      37,436,327      18,598,933       7,205,439      19,809,214
          Unit Value (VAL) ...................... $     2.48308   $     6.20254  $      4.70908  $      3.14180   $     2.58864
                                                  -------------   -------------  --------------  --------------   -------------
          Contract Owner Equity (VAL) ........... $  32,574,203   $ 232,200,315  $   87,583,865  $   22,638,050   $  51,278,924
                                                  -------------   -------------  --------------  --------------   -------------
          Contract Owner Units Outstanding
            (VUL - rounded) .....................    42,337,281      68,982,698      10,176,876             N/A      68,443,657
          Unit Value (VUL) ...................... $     1.14763   $     2.02405  $      1.51100             N/A   $     1.99111
                                                  -------------   -------------  --------------  --------------   -------------
          Contract Owner Equity (VUL) ........... $  48,587,534   $ 139,624,430  $   15,377,260             N/A   $ 136,278,850
                                                  -------------   -------------  --------------  --------------   -------------
          TOTAL CONTRACT OWNER EQUITY ........... $  81,161,737   $ 371,824,745  $  102,961,125  $   22,638,050   $ 187,557,774
                                                  =============   =============  ==============  ==============   =============


                                                              SUBACCOUNTS (CONTINUED)
                                                  ---------------------------------------------
                                                                                     SMALL
                                                   GOVERNMENT      PRUDENTIAL   CAPITALIZATION
                                                     INCOME         JENNISON         STOCK
                                                    PORTFOLIO       PORTFOLIO      PORTFOLIO
                                                  -------------   -------------  --------------
          <S>                                     <C>             <C>            <C>
          Contract Owner Units Outstanding
            (VAL - rounded) .....................     4,510,615      35,619,066      12,219,767
          Unit Value (VAL) ...................... $     2.07768   $     3.60270  $      1.95551
                                                  -------------   -------------  --------------
          Contract Owner Equity (VAL) ........... $   9,371,614   $ 128,324,808  $   23,895,876
                                                  -------------   -------------  --------------
          Contract Owner Units Outstanding
            (VUL - rounded) .....................           N/A      20,010,619             N/A
          Unit Value (VUL) ......................           N/A   $     2.49462             N/A
                                                  -------------   -------------  --------------
          Contract Owner Equity (VUL) ...........           N/A   $  49,918,890             N/A
                                                  -------------   -------------  --------------
          TOTAL CONTRACT OWNER EQUITY ........... $   9,371,614   $ 178,243,698  $   23,895,876
                                                  =============   =============  ==============

</TABLE>



                                      A17
<PAGE>


NOTE 5:   CHARGES AND EXPENSES

          A.   Mortality Risk and Expense Risk Charges

               The mortality risk and expense risk charges at an effective
               annual rate of 0.60% are applied daily against the net assets
               representing equity of VAL and VUL contract owners held in each
               subaccount. Mortality risk is that contract owners may not live
               as long as estimated and expense risk is that the cost of issuing
               and administering the policies may exceed related charges by
               Pruco Life.

          B.   Deferred Sales Charge

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

          C.   Partial Withdrawal Charge

               A charge is imposed by Pruco Life on partial withdrawals of the
               cash surrender value. A charge equal to the lesser of $15 or 2%
               will be made in connection with each partial withdrawal of the
               cash surrender value of a contract.

          D.   Expense Reimbursement

               Pursuant to a prior merger agreement, the Account is reimbursed
               by Pruco Life for expenses in excess of 0.40% of VAL's average
               daily net assets incurred by the Money Market, Diversified Bond,
               Equity, Flexible Managed, and the Conservative Balanced
               Portfolios of the Series Fund.

          E.   Cost of Insurance and Other Related Charges

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


NOTE 6:   TAXES

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


NOTE 7:   NET INCREASE (DECREASE) IN NET ASSETS RETAINED IN THE ACCOUNT

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


                                      A18
<PAGE>


NOTE 8:   UNIT ACTIVITY

          Transactions in units (including transfers among subaccounts), for the
          years ended December 31, 1999, 1998 and 1997 were as follows:

<TABLE>
<CAPTION>

                                                                          SUBACCOUNTS
                                 -------------------------------------------------------------------------------------------
                                                     MONEY                                        DIVERSIFIED
                                                    MARKET                                           BOND
                                                   PORTFOLIO                                       PORTFOLIO
                                 -------------------------------------------     -------------------------------------------
                                       1999          1998            1997            1999            1998            1997
                                 ------------   ------------     -----------     -----------      ----------      ----------
          <S>                    <C>            <C>              <C>             <C>              <C>             <C>
          Contract Owner
            Contributions:        688,439,469    498,180,793      29,773,083      18,867,479       9,113,632       3,976,684

          Contract Owner
            Redemptions:         (501,235,815)  (423,252,123)    (30,489,425)    (13,957,645)     (7,079,685)     (5,177,102)


                                                                    SUBACCOUNTS (CONTINUED)
                                  ------------------------------------------------------------------------------------------
                                                                                                   FLEXIBLE
                                                    EQUITY                                          MANAGED
                                                   PORTFOLIO                                       PORTFOLIO
                                  ------------------------------------------     -------------------------------------------
                                       1999          1998            1997            1999            1998            1997
                                  -----------    -----------     -----------     -----------     -----------     -----------
          <S>                     <C>            <C>             <C>             <C>             <C>             <C>
          Contract Owner
            Contributions:         17,583,983     18,406,117      16,279,305      18,092,420      25,741,091      28,250,561

          Contract Owner
            Redemptions:          (21,980,273)   (20,093,393)    (18,324,622)    (33,917,508)    (36,167,230)    (40,903,219)


                                                                    SUBACCOUNTS (CONTINUED)
                                  ------------------------------------------------------------------------------------------
                                                 CONSERVATIVE                                     HIGH YIELD
                                                   BALANCED                                          BOND
                                                   PORTFOLIO                                       PORTFOLIO
                                  ------------------------------------------      ------------------------------------------
                                       1999          1998            1997            1999            1998            1997
                                  -----------    -----------     -----------      ----------      ----------      ----------
          <S>                     <C>            <C>             <C>              <C>             <C>             <C>
          Contract Owner
            Contributions:         14,980,379     18,420,856      18,585,299      11,122,173      44,158,742       4,131,802

          Contract Owner
            Redemptions:          (22,112,313)   (23,069,969)    (26,481,934)     (9,085,397)     (7,229,637)     (4,240,015)


                                                                    SUBACCOUNTS (CONTINUED)
                                  ------------------------------------------------------------------------------------------
                                                     STOCK                                          EQUITY
                                                     INDEX                                          INCOME
                                                   PORTFOLIO                                       PORTFOLIO
                                  ------------------------------------------      ------------------------------------------
                                       1999          1998            1997            1999            1998            1997
                                  -----------    -----------      ----------      ----------      ----------      ----------
          <S>                     <C>            <C>              <C>             <C>             <C>             <C>
          Contract Owner
            Contributions:        108,072,695    120,829,432      13,730,033      10,044,553      14,537,433       8,191,055

          Contract Owner
            Redemptions:          (81,305,298)   (76,717,334)     (7,373,719)     (8,957,622)     (8,866,254)     (4,945,056)


                                                                    SUBACCOUNTS (CONTINUED)
                                   -----------------------------------------------------------------------------------------
                                                    NATURAL
                                                   RESOURCES                                        GLOBAL
                                                   PORTFOLIO                                       PORTFOLIO
                                   -----------------------------------------     -------------------------------------------
                                       1999          1998            1997            1999            1998            1997
                                   ----------     ----------      ----------     -----------      ----------      ----------
          <S>                      <C>            <C>             <C>            <C>              <C>             <C>
          Contract Owner
            Contributions:          1,779,398      1,587,696       2,890,658     114,173,237      43,728,816       6,841,694

          Contract Owner
            Redemptions:           (2,829,650)    (3,426,169)     (3,222,182)    (82,857,290)     (6,235,706)     (4,372,292)

</TABLE>

                                      A19
<PAGE>

<TABLE>
<CAPTION>

NOTE 8:   UNIT ACTIVITY (CONTINUED)


                                                                    SUBACCOUNTS (CONTINUED)
                                   -----------------------------------------------------------------------------------------
                                                  GOVERNMENT                                      PRUDENTIAL
                                                    INCOME                                         JENNISON
                                                   PORTFOLIO                                       PORTFOLIO
                                   -----------------------------------------    --------------------------------------------
                                       1999          1998            1997            1999            1998            1997
                                   ----------     ----------      ----------    ------------    ------------      ----------
          <S>                      <C>            <C>             <C>           <C>             <C>               <C>
          Contract Owner
            Contributions:          1,010,008      1,515,342         795,615     204,117,698     132,450,542       9,601,165

          Contract Owner
            Redemptions:           (1,221,190)    (1,095,799)     (1,744,126)   (175,266,138)   (119,371,798)     (3,617,614)


                                            SUBACCOUNTS (CONTINUED)
                                   -----------------------------------------
                                             SMALL CAPITALIZATION
                                                     STOCK
                                                   PORTFOLIO
                                   -----------------------------------------
                                       1999          1998            1997
                                   ----------     ----------      ----------
          Contract Owner
            Contributions:          4,136,996      5,118,771       6,514,104

          Contract Owner
            Redemptions:           (3,825,011)    (3,800,340)     (1,866,970)


</TABLE>

NOTE 9:   PURCHASES AND SALES OF INVESTMENTS

          The aggregate costs of purchases and proceeds from sales of
          investments in the Series Fund for the year ended December 31, 1999
          were as follows:

<TABLE>
<CAPTION>

                                                                PORTFOLIOS
                              -----------------------------------------------------------------------------
                                   MONEY        DIVERSIFIED                      FLEXIBLE     CONSERVATIVE
                                  MARKET           BOND           EQUITY          MANAGED       BALANCED
                              -------------   -------------   -------------   -------------   -------------
          <S>                 <C>             <C>             <C>             <C>             <C>
          Purchases ......... $ 720,067,352   $  19,358,925   $  21,839,746   $   8,240,674   $  11,063,685
          Sales ............. $(508,093,105)  $ (17,697,681)  $ (99,217,802)  $(106,931,529)  $ (55,486,919)




                                                          PORTFOLIOS (CONTINUED)
                              -----------------------------------------------------------------------------
                                HIGH YIELD         STOCK          EQUITY          NATURAL
                                   BOND            INDEX          INCOME         RESOURCES       GLOBAL
                              -------------   -------------   -------------   -------------   -------------
          <S>                 <C>             <C>             <C>             <C>             <C>
          Purchases ......... $  10,850,647   $ 179,194,348   $   9,122,543   $   2,038,316   $ 162,902,272
          Sales ............. $ (12,909,639)  $(122,360,595)  $ (17,197,837)  $  (4,829,738)  $(121,603,611)




                                          PORTFOLIOS (CONTINUED)
                              ---------------------------------------------
                                                                   SMALL
                                GOVERNMENT      PRUDENTIAL    CAPITALIZATION
                                  INCOME         JENNISON          STOCK
                              -------------   -------------   -------------
          Purchases ......... $   1,276,065   $ 387,122,376   $   3,072,286
          Sales ............. $  (1,726,433)  $(315,252,640)  $  (2,615,576)

</TABLE>

                                      A20
<PAGE>


                        REPORT OF INDEPENDENT ACCOUNTANTS




To the Contract Owners of the
Variable Appreciable Life Subaccounts of the
Pruco Life Variable Appreciable Account
and the Board of Directors of Pruco Life Insurance Company


In our opinion, the accompanying statements of net assets and the related
statements of operations and of changes in net assets present fairly, in all
material respects, the financial position of the subaccounts (Money Market
Portfolio, Diversified Bond Portfolio, Equity Portfolio, Flexible Managed
Portfolio, Conservative Balanced Portfolio, High Yield Bond Portfolio, Stock
Index Portfolio, Equity Income Portfolio, Natural Resources Portfolio, Global
Portfolio, Government Income Portfolio, Prudential Jennison Portfolio and Small
Capitalization Stock Portfolio) of the Variable Appreciable Life Subaccounts of
the Pruco Life Variable Appreciable Account at December 31, 1999, the results of
each of their operations and the changes in each of their net assets for each of
the three years in the period then ended, in conformity with accounting
principles generally accepted in the United States. These financial statements
are the responsibility of Pruco Life Insurance Company's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these financial statements in accordance
with auditing standards generally accepted in the United States, which require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audits, which included confirmation
of fund shares owned at December 31, 1999, provide a reasonable basis for the
opinion expressed above.






PricewaterhouseCoopers LLP
New York, New York
March 17, 2000

                                      A21










<PAGE>





PRUCO LIFE INSURANCE CO:
- ------------------------

    CIK = 0000777917
    CCC = m8m$ipsz
    Module = PL-FIN-99






<PAGE>


Variable
APPRECIABLE
LIFE(R)
INSURANCE

Variable Appreciable Life(R) was issued by Pruco Life Insurance Company, 213
Washington Street, Newark, NJ 07102-2992 and offered through Pruco Securities
Corporation, 751 Broad Street, Newark, NJ 07102-3777, both subsidiaries of The
Prudential Insurance Company of America, 751 Broad Street, Newark, NJ
07102-3777. Appreciable Life is a registered mark of Prudential.


[LOGO] PRUDENTIAL


PRUCO LIFE INSURANCE COMPANY
213 Washington Street, Newark, NJ 07102-2992
Telephone 800 778-2255


VAL-1 Ed. 5/2000 CAT# 64696EO



<PAGE>


                                     PART II

                                OTHER INFORMATION


<PAGE>


                           UNDERTAKING TO FILE REPORTS

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

                     REPRESENTATION WITH RESPECT TO CHARGES


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


                  UNDERTAKING WITH RESPECT TO INDEMNIFICATION

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


Arizona, being the state of organization of Pruco Life, permits entities
organized under its jurisdiction to indemnify directors and officers with
certain limitations. The relevant provisions of Arizona law permitting
indemnification can be found in Section 10-850 et seq. of the Arizona Statutes
Annotated. The text of Pruco Life's By-law, Article VIII, which relates to
indemnification of officers and directors, is incorporated by reference to
Exhibit 3(ii) to its Form 10-Q, SEC File No. 33-37587, filed August 15, 1997.


Insofar as indemnification for liabilities arising under the Securities Act of
1933 (the "Act") 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 85 pages.


The undertaking to file reports.

The representation with respect to charges.

The undertaking with respect to indemnification.

The signatures.

Written consents of the following persons:

     1.   PricewaterhouseCoopers LLP, independent accountants.
     2.   Clifford E. Kirsch, Esq.
     3.   Pamela A. Schiz, FSA, MAAA.

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 6)

               (2)  Not Applicable.

               (3)  Distributing Contracts:

                    (a)  Distribution Agreement between Pruco Securities
                         Corporation and Pruco Life Insurance Company. (Note 9)

                    (b)  Proposed form of Agreement between Pruco Securities
                         Corporation and independent brokers with respect to the
                         Sale of the Contracts. (Note 9)

                    (c)  Schedules of Sales Commissions. (Note 9)

               (4)  Not Applicable.

               (5)  Variable Appreciable Life Insurance Contracts.

                    (a)  With fixed death benefit. (Note 9)

                    (b)  With variable death benefit. (Note 9)

                    (c)  Complaint Notice for use in Texas with Variable
                         Appreciable Life Insurance Contracts. (Note 9)

                    (d)  Notice giving Information for Consumers for use in
                         Illinois with Variable Appreciable Life Insurance
                         Contracts. (Note 9)

                    (e)  Endorsement for  Misstatement of Age and/or Sex for use
                         in   Pennsylvania   with  Variable   Appreciable   Life
                         Insurance Contracts. (Note 9)

                    (f)  Revised Contract with fixed death benefit. (Note 9)

                    (g)  Revised Contract with variable death benefit. (Note 9)

               (6)  (a)  Articles of Incorporation of Pruco Life Insurance
                         Company, as amended October 19, 1993. (Note 6)

                    (b)  By-laws of Pruco Life Insurance Company, as amended May
                         6, 1997. (Note 4)

                (7)     Not Applicable.

                (8)     Not Applicable.

                (9)     Not Applicable.

               (10) (a)  Application Form for Variable Appreciable Life
                         Insurance Contract. (Note 9)

                    (b)  Supplement to the Application for Variable Appreciable
                         Life Insurance Contract. (Note 9)

               (11) Form of Notice of Withdrawal Right. (Note 9)

               (12) Memorandum describing Pruco Life Insurance Company's
                    issuance, transfer, and redemption


                                      II-2
<PAGE>

                    procedures for the Contracts pursuant to Rule
                    6e-2(b)(12)(ii) and method of computing cash adjustment upon
                    exercise of right to exchange for fixed-benefit insurance
                    pursuant to Rule 6e-2(b)(13)(v)(B). (Note 11)

               (13) Available Contract Riders.

               (a)  Rider for Insured's Waiver of Premium Benefit. (Note 9)

               (b)  Rider for Applicant's Waiver of Premium Benefit. (Note 9)

               (c)  Rider for Insured's Accidental Death Benefit. (Note 9)

               (d)  Rider for Level Term Insurance Benefit on Life of Insured.
                    (Note 9)

               (e)  Rider for Decreasing Term Insurance Benefit on Life of
                    Insured. (Note 9)

               (f)  Rider for Interim Term Insurance Benefit. (Note 9)

               (g)  Rider for Option to Purchase Additional Insurance on Life of
                    Insured. (Note 9)

               (h)  Rider for Decreasing Term Insurance Benefit on Life of
                    Insured Spouse. (Note 9)

               (i)  Rider for Level Term Insurance Benefit on Dependent
                    Children. (Note 9)

               (j)  Rider for Level Term Insurance Benefit on Dependent
                    Children-from Term Conversions. (Note 9)

               (k)  Rider for Level Term Insurance Benefit on Dependent
                    Children-from Term Conversions or Attained Age Change. (Note
                    9)

               (l)  Rider defining Insured Spouse. (Note 3)

               (m)  Rider covering lack of Evidence of Insurability on a Child.
                    (Note 3)

               (n)  Rider modifying Waiver of Premium Benefit. (Note 3)

               (o)  Rider to terminate a Supplementary Benefit. (Note 3)

               (p)  Rider providing for election of Variable Reduced Paid-up
                    Insurance. (Note 9)

               (q)  Rider to provide for exclusion of Aviation Risk. (Note 9)

               (r)  Rider to provide for exclusion of Military Aviation Risk.
                    (Note 9)

               (s)  Rider to provide for exclusion for War Risk. (Note 9)

               (t)  Endorsement for Contractual Conversion of a Term Policy.
                    (Note 3)

               (u)  Endorsement for Conversion of a Dependent Child. (Note 3)

               (v)  Endorsement for Conversion of Level Term Insurance Benefit
                    on a Child. (Note 3)

               (w)  Endorsement providing for Variable Loan Interest Rate. (Note
                    9)

               (x)  Rider for Automatic Premium Loan for use in Maryland and
                    Rhode Island. (Note 9)

               (y)  Certification guaranteeing Right to Convert for use in
                    Virginia. (Note 3)

               (z)  Endorsement for Increase in Face Amount. (Note 9)

               (aa) Supplementary Monthly Renewable Non-Convertible One Month
                    Term Insurance (i)for use with fixed death benefit Contract.
                    (Note 9) (ii) for use with variable death benefit Contract.
                    (Note 9)

               (bb) Rider for Term Insurance Benefit on Life of
                    Insured-Decreasing Amount After Three Years. (Note 9)

               (cc) Rider for Term Insurance Benefit on Life of Insured
                    Spouse-Decreasing Amount After Three Years. (Note 9)

               (dd) Endorsement for Contracts issued in connection with
                    tax-qualified pension plans. (Note 9)

               (ee) Appreciable Plus Rider. (Note 9)

               (ff) Living Needs Benefit Rider

                    (i)  for use in Florida. (Note 6)

                    (ii) for use in all approved jurisdictions except Florida.
                         (Note 6)

2.   See Exhibit 1.A.(5).

3.   Opinion and Consent of Clifford E. Kirsch, Esq., as to the legality of the
     securities being registered. (Note 1)

4.   None.

5.   Not Applicable.

6.   Opinion and Consent of Pamela A. Schiz, FSA, MAAA, as to actuarial matters
     pertaining to the securities being registered. (Note 1)

7.   Powers of Attorney:

     (a)  William M. Bethke, Ira J. Kleinman,
          Esther H. Milnes, I. Edward Price (Note 2)

     (b)  Kiyofumi Sakaguchi (Note 7)

                                      II-3
<PAGE>

     (c)  James J. Avery, Jr. (Note 10)

     (d)  Dennis G. Sullivan (Note 5)


     (e)  David R. Odenath, Jr. (Note 12)



(Note 1)  Filed herewith.

(Note 2)  Incorporated by reference to Form 10-K, Registration No. 33-08698,
          filed March 31, 1997 on behalf of the Pruco Life Variable Contract
          Real Property Account.

(Note 3)  Incorporated by reference to Post-Effective Amendment No. 24 to Form
          S-6, Registration No. 2-80513, filed April 30, 1997 on behalf of the
          Pruco Life Variable Insurance Account.

(Note 4)  Incorporated by reference to Form 10-Q, Registration No. 33-37587,
          filed August 15, 1997 on behalf of the Pruco Life Insurance Company.

(Note 5)  Incorporated by reference to Post-Effective Amendment No. 6 to Form
          S-1, Registration No. 33-86780, filed April 16, 1999 on behalf of the
          Pruco Life Variable Contract Real Property Account.

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

(Note 7)  Incorporated by reference to Post-Effective Amendment No. 8 to Form
          S-6, Registration No. 33-49994, filed April 28, 1997 on behalf of the
          Pruco Life PRUvider Variable Appreciable Account.

(Note 8)  Incorporated by reference to Post-Effective Amendment No. 25 to this
          Registration Statement, filed April 25, 1996.

(Note 9)  Incorporated by reference to Post-Effective Amendment No. 26 to this
          Registration Statement, filed April 29, 1997.

(Note 10) Incorporated by reference to Post-Effective Amendment No. 2 to Form
          S-6, Registration No. 333-07451, filed June 25, 1997 on behalf of the
          Pruco Life Variable Appreciable Account.


(Note 11) Incorporated by reference to Post-Effective Amendment No. 28 to this
          Registration Statement, filed April 29, 1999.

(Note 12) Incorporated by reference to Post-Effective Amendment No. 7 to Form
          S-1, Registration No. 33-86780, filed April 12, 2000 on behalf of the
          Pruco Life Variable Contract Real Property Account.



                                      II-4
<PAGE>


                                   SIGNATURES


Pursuant to the requirements of the Securities Act of 1933, the Registrant, the
Pruco Life Variable Appreciable Account, certifies that this Amendment is filed
solely for one or more of the purposes specified in Rule 485(b)(1) under the
Securities Act of 1933 and that no material event requiring disclosure in the
prospectus, other than one listed in Rule 485(b)(1), has occurred since the
effective date of the most recent Post-Effective Amendment to the Registration
Statement which included a prospectus and has caused this Registration Statement
to be signed on its behalf by the undersigned thereunto duly authorized, and its
seal hereunto affixed and attested, all in the city of Newark and the State of
New Jersey, on this 14th day of April, 2000.


(Seal)               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 Post-Effective
Amendment No. 29 to the Registration Statement has been signed below by the
following persons in the capacities indicated on this 14th day of April, 2000.


     Signature and Title


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

/s/ *
- -------------------------------------------
Dennis G. Sullivan
Vice President and Chief Accounting Officer

/s/ *
- -------------------------------------------
James J. Avery, Jr.                                 *By:   /s/ Thomas C. Castano
                                                           ---------------------
Director                                                   Thomas C. Castano
                                                           (Attorney-in-Fact)
/s/ *
- -------------------------------------------
William M. Bethke
Director

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

/s/ *
- -------------------------------------------
David R. Odenath, Jr.
Director

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

/s/ *
- -------------------------------------------
Kiyofumi Sakaguchi
Director


                                      II-5
<PAGE>


                       CONSENT OF INDEPENDENT ACCOUNTANTS



We hereby consent to the use in the Prospectus constituting part of this
Post-Effective Amendment No. 29 to the registration statement on Form S-6 (the
"Registration Statement") of our report dated March 17, 2000, relating to the
financial statements of the Variable Appreciable Life Subaccounts of the Pruco
Life Variable Appreciable Account, which appears in such Prospectus.

We also consent to the use in the Prospectus constituting part of this
Registration Statement of our report dated March 21, 2000, relating to the
consolidated financial statements of Pruco Life Insurance Company and its
subsidiaries, which appears in such Prospectus.

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


PricewaterhouseCoopers LLP


New York, New York
April 24, 2000


                                      II-6
<PAGE>


                                  EXHIBIT INDEX
<TABLE>
<CAPTION>

     <S>                                                                              <C>
          Consent of PricewaterhouseCoopers llp, independent accountants.             Page II-6

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

     6.   Opinion and Consent of Pam A. Schiz, FSA, MAAA, as to actuarial             Page II-9
          matters pertaining to the securities being registered.
</TABLE>


                                      II-7



                                                                       EXHIBIT 3

                                                                  April 10, 2000

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

Gentlemen:

In my capacity as Chief Legal Officer of Pruco Life Insurance Company ("Pruco
Life"), I have reviewed the establishment on January 13, 1984 of Pruco Life
Variable Appreciable Account (the "Account") by the Executive Committee of the
Board of Directors of Pruco Life as a separate account for assets applicable to
certain variable life insurance contracts, pursuant to the provisions of Section
20-651 of the Arizona Insurance Code. I am responsible for oversight of the
preparation and review of the Registration Statement on Form S-6, as amended,
filed by Pruco Life with the Securities and Exchange Commission (Registration
Numbers: 2-89558, and 333-07451) under the Securities Act of 1933 for the
registration of certain variable life insurance contracts issued with respect to
the Account.

I am of the following opinion:

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

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

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

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

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

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


Very truly yours,



 /s/
- ---------------------------
Clifford E. Kirsch


                                      II-8



                                                                       EXHIBIT 6

                                                                  April 10, 2000


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

To Pruco Life Insurance Company:

This opinion is furnished in connection with the registration by Pruco Life
Insurance Company of variable appreciable life insurance contracts (the
"Contracts") under the Securities Act of 1933. The prospectus included in
Post-Effective Amendment No. 29 to Registration Statement No. 2-89558 on Form
S-6 describes the Contracts. I have reviewed the two Contract forms and I have
participated in the preparation and review of the Registration Statement and
Exhibits thereto. In my opinion:

     (1)  The illustrations of cash surrender values and death benefits included
          in the section of the prospectus entitled "Illustrations", based on
          the assumptions stated in the illustrations, are consistent with the
          provisions of the respective forms of the Contracts. The rate
          structure of the Contracts has not been designed so as to make the
          relationship between premiums and benefits, as shown in the
          illustrations, appear more favorable to a prospective purchaser of a
          Contract for male age 35 than to prospective purchasers of Contracts
          on males of other ages or on females.

     (2)  The illustrations of the effect of an increase in the Contract fund on
          the increase in insurance amount shown in the section entitled
          "Revised Contracts" (How a Contract's Death Benefit will Vary") are
          consistent with the provisions of the Revised Form A and Form B
          Contracts.

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


Very truly yours,


/s/________________________________________
Pamela A. Schiz, FSA, MAAA
Actuarial Director
The Prudential Insurance Company of America


                                      II-9


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