PRUCO LIFE OF NEW JERSEY VARIABLE APPRECIABLE ACCOUNT, 485BPOS, 1995-04-24

PRUCO LIFE OF NEW JERSEY VARIABLE APPRECIABLE ACCOUNT
485BPOS, 1995-04-24

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As filed with the SEC on _________________. Registration No. 2-89780

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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

FORM S-6

Post-Effective Amendment No. 24

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

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

PRUCO LIFE OF NEW JERSEY
VARIABLE APPRECIABLE ACCOUNT
(Exact Name of Trust)

PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY
(Name of Depositor)

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

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

Thomas C. Castano
Assistant Secretary
Pruco Life Insurance Company of New Jersey
213 Washington Street
Newark, New Jersey 07102-2992
(Name and address of agent for service)

Copy to:
Jeffrey C. Martin
Shea & Gardner
1800 Massachusetts Avenue, N.W.
Washington, D.C. 20036

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

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

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

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

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

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

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

<PAGE>

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

N-B-2 Item Number Location
- ----------------- --------
1. Cover Page

2. Cover Page

3. Not Applicable

4. Sale of the Contracts and Sales Commissions

5. Pruco Life of New Jersey Variable Appreciable Account

6. Pruco Life of New Jersey Variable Appreciable Account

7. Not Applicable

8. Not Applicable

9. Litigation

10. Brief Description of the Contract; Short-Term Cancellation
Right, or "Free Look"; Contract Forms; Transfers; 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; Contracts Issued in Connection With Tax-Qualified
Pension Plans; The Fixed-Rate Option; Voting Rights;
Substitution of Series Fund Shares; Increases in Face
Amount; Decreases in Face Amount

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

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

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

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

15. Brief Description of the Contract; Premiums; Allocation
of Premiums; Transfers; The Fixed Rate Option

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

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

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

19. Reports to Contract Owners

20. Not Applicable
<PAGE>

N-B-2 Item Number Location
- ----------------- --------
21. Contract Loans

22. Not Applicable

23. Not Applicable

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

25. Pruco Life Insurance Company of New Jersey

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

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

28. Pruco Life Insurance Company of New Jersey; Directors and
Officers

29. Pruco Life Insurance Company of New Jersey

30. Not Applicable

31. Not Applicable

32. Not Applicable

33. Not Applicable

34. Not Applicable

35. Pruco Life Insurance Company of New Jersey

36. Not Applicable

37. Not Applicable

38. Sale of the Contract and Sales Commissions

39. Sale of the Contract and Sales Commissions

40. Not Applicable

41. Sale of the Contract and Sales Commissions

42. Not Applicable

43. Not Applicable

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

45. Not Applicable

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

47. Pruco Life of New Jersey Variable Appreciable Account

48. Not Applicable

49. Not Applicable

50. Not Applicable

51. Not Applicable

52. Substitution of Series Fund Shares

<PAGE>

N-B-2 Item Number Location
- ----------------- --------
53. Tax Treatment of Contract Benefits

54. Not Applicable

55. Not Applicable

56. Not Applicable

57. Not Applicable

58. Not Applicable

59. Financial Statements; Financial Statements of Pruco Life of
New Jersey Variable Appreciable Account; Financial Statements
of Pruco Life Insurance Company of New Jersey

<PAGE>

PART I

INFORMATION REQUIRED IN PROSPECTUS

<PAGE>

PROSPECTUS

May 1, 1995

PRUCO LIFE INSURANCE COMPANY
OF NEW JERSEY
VARIABLE APPRECIABLE ACCOUNT

Variable

APPRECIABLE
LIFE(R)
- -----------

INSURANCE CONTRACTS

This prospectus describes certain variable life insurance contracts issued by
Pruco Life Insurance Company of New Jersey ("Pruco Life of New Jersey"), a stock
life insurance company that is an indirect wholly-owned subsidiary of The
Prudential Insurance Company of America ("The Prudential"). Pruco Life of New
Jersey calls these contracts its Variable Appreciable Life(R) Insurance
Contracts* (the "Contract"). As of May 1, 1992, these Contracts are no longer
available for sale. These Contracts provide whole-life insurance protection.
That is, they provide lifetime insurance coverage, as long as scheduled premiums
are paid or are provided for by favorable investment experience. They also
generally provide a cash surrender value for the owner if the Contract is
terminated during the insured's lifetime. A purchaser may choose one form of
this Contract which provides a death benefit that remains fixed in the amount
initially selected (unless it is increased by Pruco Life of New Jersey to ensure
that the Contract maintains its status as life insurance under the Internal
Revenue Code) or a second form which provides a death benefit that varies daily
with the investment performance of the subaccounts of the Pruco Life of New
Jersey Variable Appreciable Account (the "Account") to which the owner allocates
the invested portion of the premiums. Even under the second form of Contract,
however, investment performance cannot cause the death benefit to be less than a
guaranteed minimum amount (the face amount specified in the Contract). The cash
surrender value of a Contract generally increases with the payment of each
premium, and it also varies daily with investment performance. The cash
surrender value also decreases to reflect the imposition of charges. There is no
guaranteed minimum cash surrender value.

A portion of a Contract's premiums and the earnings on those premiums will be
held in one or more of the following ways. They can be invested in one or more
of the thirteen current subaccounts of the Account. They can be allocated to a
fixed-rate option. Or, they can be invested in the Pruco Life of New Jersey
Variable Contract Real Property Account (the "Real Property Account") which is
described in a prospectus that is attached to this one. If one or more of the
subaccounts is chosen, the assets of each subaccount will be invested in a
corresponding portfolio of The Prudential Series Fund, Inc. (the "Series Fund").
The attached prospectus for the Series Fund and its statement of additional
information describe the investment objectives of and the risks of investing in
the thirteen portfolios of the Series Fund currently available to Contract
owners: the Money Market Portfolio, the Bond Portfolio, the Government
Securities Portfolio, the Conservatively Managed Flexible Portfolio, the
Aggressively Managed Flexible Portfolio, the High Yield Bond Portfolio, the
Stock Index Portfolio, the High Dividend Stock Portfolio, the Common Stock
Portfolio, the Growth Stock Portfolio, the Small Capitalization Stock Portfolio,
the Global Equity Portfolio, and the Natural Resources Portfolio. Other
subaccounts and portfolios may be added in the future. Interest is credited
daily upon any portion of the premium payment allocated to the fixed-rate option
at rates periodically declared by Pruco Life of New Jersey in its sole
discretion but never less than 4%. This prospectus generally describes only the
portion of the contract involving the Pruco Life of New Jersey Variable
Appreciable Account.

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

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

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

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

*Appreciable Life is a registered mark of The Prudential.
VAL-2 Ed 5-95
Catalog #64696FY

<PAGE>

PROSPECTUS CONTENTS

Page

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

GENERAL INFORMATION ABOUT PRUCO LIFE INSURANCE COMPANY
OF NEW JERSEY, PRUCO LIFE OF NEW JERSEY VARIABLE
APPRECIABLE ACCOUNT, AND THE VARIABLE INVESTMENT OPTIONS
AVAILABLE UNDER THE CONTRACT................................. 4
Pruco Life Insurance Company of New Jersey .................. 4
Pruco Life of New Jersey Variable Appreciable Account ....... 4
The Prudential Series Fund, Inc ............................. 4
Pruco Life of New Jersey Variable Contract Real
Property Account .......................................... 5
Which Investment Option Should Be Selected .................. 6

DETAILED INFORMATION FOR PROSPECTIVE CONTRACT OWNERS............ 6
Requirements for Issuance of a Contract ..................... 6
Short-Term Cancellation Right or "Free Look" ................ 6
Contract Forms .............................................. 6
Premiums .................................................... 7
Contract Date ............................................... 9
Allocation of Premiums ...................................... 9
Transfers ................................................... 10
Charges and Expenses ........................................ 10
Reduction of Charges for Concurrent Sales to
Several Individuals ....................................... 13
How a Contract's Cash Surrender Value Will Vary ............. 14
How a Contract's Death Benefit Will Vary .................... 14
When a Contract Becomes Paid-Up ............................. 15
Flexibility as to Payment of Premiums ....................... 16
Surrender of a Contract ..................................... 16
Withdrawal of Excess Cash Surrender Value ................... 16
Increases in Face Amount .................................... 17
Decreases in Face Amount .................................... 18

Page

Lapse and Reinstatement ..................................... 19
When Proceeds Are Paid ...................................... 19
Living Needs Benefit ........................................ 19
Illustrations of Cash Surrender Values, Death Benefits,
and Accumulated Premiums .................................. 20
Contract Loans .............................................. 22
Reports to Contract Owners .................................. 23
Options on Lapse ............................................ 23
Right to Exchange a Contract for a Fixed-Benefit
Insurance Policy .......................................... 23
Sale of the Contract and Sales Commissions .................. 24
Tax Treatment of Contract Benefits .......................... 24
Withholding ................................................. 25
Contracts Issued In Connection With Tax-Qualified
Pension Plans ............................................. 26
The Fixed-Rate Option ....................................... 26
Legal Considerations Relating to Sex-Distinct
Premiums and Benefits ..................................... 27
Other General Contract Provisions ........................... 27
Riders ...................................................... 27
Voting Rights ............................................... 27
Substitution of Series Fund Shares .......................... 28
State Regulation ............................................ 28
Experts ..................................................... 28
Litigation .................................................. 28
Additional Information ...................................... 29
Financial Statements ........................................ 29

DIRECTORS AND OFFICERS ........................................ 30

FINANCIAL STATEMENTS OF PRUCO LIFE OF NEW JERSEY
VARIABLE APPRECIABLE ACCOUNT ................................ A1

FINANCIAL STATEMENTS OF PRUCO LIFE INSURANCE COMPANY
OF NEW JERSEY ............................................... B1

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

<PAGE>

BRIEF DESCRIPTION OF THE CONTRACT

The Variable Appreciable Life Insurance Contracts (the "Contract") described in
this prospectus are in many respects similar to conventional "fixed-benefit"
whole-life insurance. Like conventional whole-life insurance, the Contracts
provide a guaranteed death benefit for the insured's lifetime if scheduled
premiums are paid; due to the pooling of mortality risks, this death benefit is
many times the scheduled annual premium. The Contracts also have similarities to
what have become generally known as "universal life" insurance policies. Like
universal life insurance policies, the Contracts permit an owner considerable
flexibility in paying premiums and adjusting the face amount of insurance. To a
significant extent the Contracts provide features and choices for the Contract
owner that differ from those provided by either of those types of life insurance
policies. As of May 1, 1992, these Contracts are no longer available for sale.

The Contracts are first and foremost life insurance. They provide insurance
protection for the entire lifetime of the insured. But the Contracts also have
significant and useful investment features. The Contract owner decides in which
investment option[s] the amounts held under the Contract--derived from the
payment of premiums and the earnings thereon--will be invested, and the cash
surrender value of the Contract will increase with favorable investment
experience and decrease with unfavorable investment experience. The cash
surrender value of a Contract also reflects the imposition of the various
Contract charges. The Contract owner will be able, from time to time, to
reallocate and transfer amounts invested under the Contract among the various
subaccounts, the fixed-rate option, and the Real Property Account.

The owner may choose either of two Contract Forms. Under Contract Form A, the
death benefit remains fixed in amount (unless the Contract becomes paid-up or,
under a newer version of the Contract that first began to be sold in most
jurisdictions in September of 1986, unless the death benefit is increased to
ensure that the Contract continues to satisfy the Internal Revenue Code's
definition of life insurance) and only the cash surrender value will vary with
investment experience. Under Contract Form B, both the death benefit and the
cash surrender value will vary with investment experience, but 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.
(Throughout this prospectus, 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.)

There is a special feature applicable to Contracts issued on insureds who are 14
years of age or less. Under such Contracts, the face amount increases to 150% of
the initial face amount on the first Contract anniversary after the insured
reaches the age of 21, provided the Contract is not then in default. This new
face amount becomes the new guaranteed minimum death benefit. In addition, under
all Contracts the owner will have the right under certain conditions to increase
or decrease the face amount of insurance. In the case of an increase in face
amount, one of the conditions is the provision of evidence of insurability
satisfactory to Pruco Life Insurance Company of New Jersey ("Pruco Life of New
Jersey"). See Increases in Face Amount, page 17 and Decreases in Face Amount,
page 18.

One significant feature of the Contract is the flexibility it provides the
Contract owner with respect to the payment of premiums. Each Contract has a
scheduled premium payable annually, semi-annually, quarterly or monthly. But the
Contract owner is generally permitted, within very broad limits, to pay greater
than scheduled premiums and the net portion of such payments will promptly be
invested in the manner previously selected by the owner. Cash surrender values
will generally be increased whenever premiums are paid; and 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. Subsequent values under the Contract will increase or decrease with
subsequent investment experience to reflect the amounts invested under the
Contract.

As long as scheduled premiums are paid on or before the due dates (or within a
61-day grace period after the scheduled due date) 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 of the
selected subaccounts has been greater than the 4% assumed net rate of return
used by Pruco Life of New Jersey'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 of New Jersey will use the
"excess" amount to pay the charges due under the Contract and thus keep the
Contract in force. See Lapse and Reinstatement, page 19. 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, age at issue, and risk classification. The
scheduled premium cannot be increased until the Contract anniversary

<PAGE>

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).

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 of New
Jersey may refuse to accept any further premium payments. If a Contract becomes
paid-up, the death benefit then in force 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 of 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 14. The term "Contract fund"
refers generally to the amount invested under the Contract and is defined under
Charges and Expenses on page 10. 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 14. Whenever the death benefit is determined in this
way, Pruco Life of New Jersey reserves the right to refuse to accept further
premium payments, although in practice the payment of the lesser of 2 years'
scheduled premiums or the average of all premiums paid over the last 5 years
will generally be allowed.

There are circumstances, such as the payment of premiums substantially in excess
of scheduled premiums, under which the Contract may become a Modified Endowment
Contract under federal tax law. If it does, loans and other pre-death
distributions are includible in gross income on an income-first basis. A 10%
penalty tax may be imposed on income distributed before the insured attains age
59 1/2. Prospective purchasers and Contract owners are advised to consult a
qualified tax advisor before taking steps that may affect whether the Contract
becomes a Modified Endowment Contract. See Tax Treatment of Contract Benefits,
page 24.

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

<PAGE>

debt securities or preferred stock) the terms of which are related to the market
value of a natural resource. Further information about the Series Fund
portfolios can be found under The Prudential Series Fund, Inc. on page 4.

The Contract owner may also choose to invest part of his or her net premiums in
the Pruco Life of New Jersey Variable Contract Real Property Account (the "Real
Property Account"), which, through a partnership, invests primarily in
income-producing real property. If a Contract owner elects to invest a portion
of his or her net premiums in the Real Property Account, the assets will be
maintained in a subaccount of the Real Property Account related to the Contract
that provides the mechanism and maintains the records whereby the various
Contract charges are made. The investment objectives of the Real Property
Account and the partnership are described briefly under Pruco Life of New Jersey
Variable Contract Real Property Account on page 5.

Because the assets that relate to the Contract are invested in these ways, the
Contract offers an opportunity for the cash surrender value to appreciate more
rapidly than it would under comparable fixed-benefit whole-life insurance. But
the owner must accept the risk that if investment performance of the chosen
option[s] is unfavorable the cash surrender value may not appreciate as rapidly
and, indeed, may decrease in value. Contract owners who prefer at any time to
accept a periodically declared fixed rate of return and avoid this risk may
choose a fixed-rate option. See The Fixed-Rate Option, page 26.

Pruco Life of New Jersey deducts certain charges from each premium payment and
from the amounts held in the designated investment options. In addition, Pruco
Life of New Jersey makes certain additional charges if a Contract lapses or is
surrendered during the first 10 Contract years. All these charges, which are
largely designed to cover insurance costs and sales and administrative expenses,
are fully described under Charges and Expenses on page 10. In brief, and subject
to that fuller description, the following charges may be made: (1) $2 is
deducted from each premium payment to cover premium collection and processing
costs; (2) a sales charge is deducted from each premium received in an amount up
to 5% of the portion of the premium remaining after the $2 processing charge has
been deducted (on a non-guaranteed basis, this charge is waived for premiums
paid after total premiums paid under the Contract exceed 5 years of scheduled
premiums on an annual basis); in addition, if the Contract lapses or is
surrendered during the first 10 years, a deferred sales charge is assessed; the
maximum deferred sales charge is 25% of the first year's scheduled premium and
5% of the scheduled premiums for the next 4 Contract years; beginning in the
eighth month of year 6 this charge is reduced monthly until it disappears after
year 10; (3) a premium tax charge (equal to 2.5% of the premium remaining after
the $2 processing charge has been deducted) is deducted from each premium
payment; (4) each month, the Contract fund is reduced by an administrative
charge of $2.50 per Contract and up to $0.02 per $1,000 of face amount of
insurance; (5) each month, the Contract fund is reduced by a guaranteed minimum
death benefit risk charge of not more than $0.01 per $1,000 of face amount of
insurance; (6) each month, a charge for anticipated mortality is deducted, with
the maximum charge based on the 1980 Commissioners Standard Ordinary Mortality
Table ("1980 CSO Table"); (7) a daily charge equivalent to an annual rate of
0.6% is deducted from the assets of the subaccounts for mortality and expense
risks; (8) if a Contract lapses or is surrendered during the first 10 years, a
contingent deferred administrative charge is assessed; during the first 5 years,
this charge equals $5 per $1,000 of face amount, and it begins to decline
monthly after the fifth Contract year, so that it disappears on the tenth
Contract anniversary; (9) an administrative processing charge equal to the
lesser of $15 or 2% of the amount withdrawn will be made in connection with each
withdrawal of excess cash surrender value; (10) if the Contract includes riders,
a monthly deduction from the Contract fund will be made for charges applicable
to those riders; and (11) certain fees and expenses are deducted from the assets
of the Series Fund and Real Property Account. Because of these charges, and in
particular because of the significant charges deducted upon early surrender or
lapse, prospective purchasers should purchase a Contract only if they intend and
have the financial capability to keep it in force for a substantial period.

For a limited time, a Contract may be returned for a refund in accordance with
the terms of its "free look" provision. See Short-Term Cancellation Right or
"Free Look," page 6.

This Summary is intended to provide only a brief overview of the more
significant aspects of the Contract. Further detail is provided in this
prospectus and in the Contract document. That document, together with the
application attached to it, constitutes the entire agreement between the owner
and Pruco Life of New Jersey and should be retained.

3
<PAGE>

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

Pruco Life Insurance Company of New Jersey. Pruco Life Insurance Company of New
Jersey ("Pruco Life of New Jersey") is a stock life insurance company, organized
in 1982 under the laws of the State of New Jersey. It is licensed to sell life
insurance and annuities only in the States of New Jersey and New York. These
Contracts are not offered in any state in which the necessary approvals have not
yet been obtained.

Pruco Life of New Jersey is a wholly-owned subsidiary of Pruco Life Insurance
Company, which in turn is a wholly-owned subsidiary of The Prudential, a mutual
insurance company founded in 1875 under the laws of the State of New Jersey. As
of December 31, 1994, it has invested $127 million in Pruco Life of New Jersey
through its subsidiary Pruco Life Insurance Company in connection with Pruco
Life of New Jersey's organization and operation. The Prudential intends from
time to time to make additional capital contributions to Pruco Life of New
Jersey as needed to enable it to meet its reserve requirements and expenses in
connection with its business. However, The Prudential is under no obligation to
make such contributions and its assets do not back the benefits payable under
the Contract. Pruco Life of New Jersey's financial statements begin on page B1
and should be considered only as bearing upon Pruco Life of New Jersey's ability
to meet its obligations under the Contracts.

Pruco Life of New Jersey Variable Appreciable Account. The Pruco Life of New
Jersey Variable Appreciable Account (the "Account") was established on January
13, 1984 under New Jersey law as a separate investment account. The Account
meets the definition of a "separate account" under the federal securities laws.
The Account holds assets that are segregated from all of Pruco Life of New
Jersey's other assets.

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

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

The Prudential Series Fund, Inc. The Prudential Series Fund, Inc. (the "Series
Fund") is registered under the 1940 Act as an open-end diversified management
investment company. Its shares are currently sold only to separate accounts of
The Prudential and certain other insurers that offer variable life insurance and
variable annuity contracts. On October 31, 1986, the Pruco Life Series Fund,
Inc., an open-end diversified management investment company which sold its
shares only to separate accounts of Pruco Life of New Jersey and Pruco Life
Insurance Company, 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 of New Jersey 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 Prudential is the investment advisor for the assets of each of the
portfolios of the Series Fund. The Prudential's principal business address is
Prudential Plaza, Newark, New Jersey 07102-3777. The Prudential has a Service
Agreement with its wholly-owned subsidiary The Prudential Investment Corporation
("PIC"), which provides that, subject to The Prudential's supervision, PIC will
furnish investment advisory services in connection with the management of the
Series Fund. In addition, The Prudential has entered into a Subadvisory
Agreement with its wholly-owned subsidiary Jennison Associates Capital
Corporation ("Jennison"), under which Jennison

<PAGE>

furnishes investment advisory services in connection with the management of the
Growth Stock Portfolio. Further detail is provided in the prospectus and
statement of additional information for the Series Fund. The Prudential, PIC,
and Jennison are registered as investment advisors under the Investment Advisers
Act of 1940.

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

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

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

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

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

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

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

A full description of the Real Property Account, its management policies, and
restrictions, its charges and expenses, the risks attendant to investment
therein, the partnership's investment objectives, and all other aspects of the
Real Property Account's and the partnership's operations is contained in the
attached prospectus for the

5
<PAGE>

Real Property Account, which should be read together with this prospectus by any
Contract owner considering the real estate investment option. There is no
assurance that the investment objectives will be met.

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

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

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

DETAILED INFORMATION FOR PROSPECTIVE CONTRACT OWNERS

Requirements for Issuance of a Contract. As of May 1, 1992, these Contracts are
no longer available for sale. Generally, the minimum initial guaranteed death
benefit that can be applied for is $60,000, however higher minimums apply to
insureds over the age of 75. Insureds 14 years of age or less may apply for a
minimum initial guaranteed death benefit of $40,000. The Contract may generally
be issued on insureds below the age of 81. Before issuing any Contract, Pruco
Life of New Jersey requires evidence of insurability which may include a medical
examination. Non-smokers who meet preferred underwriting requirements are
offered the most favorable premium rate. A higher premium is charged if an extra
mortality risk is involved. Certain classes of Contracts, for example a Contract
issued in connection with a tax-qualified pension plan, may be issued on a
"guaranteed issue" basis and may have a lower minimum initial death benefit than
a Contract which is individually underwritten. These are the current
underwriting requirements. The Company reserves the right to change them on a
non-discriminatory basis.

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

Contract Forms. A purchaser may select either of two forms of the Contract. The
scheduled premium for the Contract will be the same for a given insured,
regardless of which Contract Form is chosen. 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 subaccount[s]
selected by the owner, 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 14. Favorable investment results
on the assets related to the Contract and greater than scheduled premiums will

<PAGE>

generally result in increases in the cash surrender value. See How a Contract's
Cash Surrender Value Will Vary, page 14.

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 14 and How a Contract's Death Benefit Will Vary,
page 14. 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. 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 15 and How a
Contract's Death Benefit Will Vary, page 14. 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 10. The automatic
increase in the face amount of insurance may affect future premium payments if
the Contract owner wants to avoid the Contract being classified as a Modified
Endowment Contract. See Tax Treatment of Contract Benefits, page 24. A Contract
owner should consult his or her own tax advisor and Pruco Life of New Jersey
representative before making unscheduled premium payments.

Purchasers should select the Contract Form that best meets their needs and
objectives. All whole-life insurance provides both protection for beneficiaries
in the event of early death and the opportunity to accumulate savings for
possible use in later years--for such things as college tuition or supplementary
retirement income--when the need for insurance protection may be reduced. Pruco
Life of New Jersey's Variable Appreciable Life Contract provides more flexible
investment opportunities than do more conventional life insurance policies
because it permits the owner to decide how the assets held under the Contract
will be invested, because it permits considerable flexibility in determining the
amount and timing of premium payments, because it permits adjustment of the face
amount of insurance (subject, in the case of an increase, to evidence of
insurability), and because favorable investment returns result in an increase in
Contract values. Purchasers who prefer to have favorable investment results and
greater than scheduled premiums emerge partly in the form of an increased death
benefit should choose Contract Form B. Purchasers who are satisfied with the
amount of their insurance coverage and wish to have favorable investment results
and additional premiums reflected to the maximum extent in increasing cash
surrender values should choose Contract Form A. See How a Contract's Cash
Surrender Value Will Vary, page 14.

In choosing a Contract Form, purchasers should also consider whether they intend
to use the withdrawal feature. Purchasers 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 purchaser of a minimum face amount Form A
Contract cannot make withdrawals. Purchasers of Form B Contracts will not incur
a surrender charge for a withdrawal and are not restricted if they purchase a
minimum size Contract. See Withdrawal of Excess Cash Surrender Value, page 16.

Under the original versions of these Contracts, there are other distinctions
between the Contract Forms that may influence a purchaser's selection. Thus,
Contract Form A will become paid-up more rapidly than a comparable Form B
Contract. But 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 of 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 14. 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 of New Jersey reserves the right to refuse
to accept further premium payments, although in practice the payment of at least
scheduled premiums will be allowed.

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 paid more often than annually, the aggregate annual
premium will be higher to compensate Pruco Life of New Jersey both for the
additional processing costs (see item 1 under Charges and Expenses, page 10) 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

7
<PAGE>

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. Contract owners who pay premiums other than on a
monthly basis will be notified, about 3 weeks before each due date, that a
premium is due. Contract owners who pay premiums monthly will receive each year
a book with twelve coupons that will serve as a reminder. With Pruco Life of New
Jersey's consent, an owner may change the frequency of premium payments.

A Contract owner may elect to have monthly premiums paid automatically under the
"Pru-Matic Premium Plan" by pre-authorized transfers from a bank checking
account. 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 10. Some Contract owners
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 is 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 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. Indeed, under the original versions of
these Contracts, if investment experience has been favorable enough, the
Contract may become paid-up before or by the premium change date. Pruco Life of
New Jersey reserves the right not to accept any further premium payments on a
paid-up Contract. Contract owners will be told what the amount of the second
premium will be. Contract owners will also be told what lesser amount, if any,
Pruco Life of New Jersey will accept that will guarantee against lapse for one
year.

Pruco Life of New Jersey designed the Contracts to include a premium change
date, with scheduled premiums potentially increasing after that date to a second
premium amount, in order to provide Contract owners 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:

- --------------------------------------------------------------------------------
$60,000 Face Amount $100,000 Face Amount
--------------------------------------------------------
Preferred Standard Preferred Standard
- --------------------------------------------------------------------------------
Male, age 35 $ 554.80 $ 669.40 $ 902.00 $1,093.00
at issue
- --------------------------------------------------------------------------------
Female, age 45 $ 698.80 $ 787.60 $1,142.00 $1,290.00
at issue
- --------------------------------------------------------------------------------
Male, age 55 $1,556.20 $1,832.20 $2,571.00 $3,031.00
at issue
- --------------------------------------------------------------------------------

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.

Male, age 35 $ 50.00 $ 554.80 $ 80.00 $ 902.00
at issue
- --------------------------------------------------------------------------------
Female, age 45 $ 62.60 $ 698.80 $101.00 $1,142.00
at issue
- --------------------------------------------------------------------------------
Male, age 55 $136.40 $1,556.20 $224.00 $2,571.00
at issue
- --------------------------------------------------------------------------------

8
<PAGE>

If a Contract owner wishes, he or she may select a higher contemplated premium
than the scheduled premium. Pruco Life of New Jersey will bill the owner 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 versions of the Contracts, such payments may also
provide a means of obtaining a paid-up Contract earlier than if only scheduled
premiums are paid.

The payment of premiums substantially in excess of scheduled premiums may cause
the Contract to be classified as a Modified Endowment Contract for federal tax
purposes. See Tax Treatment of Contract Benefits, page 24.

Contract Date. When the first premium payment is paid with the application for a
Contract, the Contract date will ordinarily be the later of the date of the
application or the date of any medical examination. In most cases no medical
examination will be necessary. If the first premium is not paid with the
application, the Contract date will ordinarily be 2 or 3 days after the
application is approved by Pruco Life of New Jersey so that it will coincide
with or be shortly prior to the date on which the first premium is paid.
However, Pruco Life of New Jersey will under certain circumstances permit a
Contract to be back-dated but only to a date not earlier than six months prior
to the date of the application. It may be advantageous for a Contract owner to
have an earlier Contract date if that will result in the use by Pruco Life of
New Jersey of a lower attained age in determining the amount of the scheduled
premium. Pruco Life of New Jersey will require the payment of all premiums that
would have been due had the application date coincided with the back-dated
Contract date. The death benefit and cash surrender value under the Contract
will be equal to what they would have been had the Contract been issued on the
Contract date, all scheduled premiums been received on their due dates, and all
Contract charges been made. See Charges and Expenses, page 10.

Allocation of Premiums. On the Contract date, a $2 processing charge is deducted
from the initial premium and up to 7.5% of the amount remaining is deducted to
cover certain charges (described in detail below), and the first monthly
deductions are made (also described below). The remainder of the initial
scheduled premium will be 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 any part
of the first premium in excess of the scheduled initial premium, as well as the
invested portion of all subsequent premiums, are placed in the selected
investment option[s] on the date of receipt, but not earlier than the Contract
date. Thus, to the extent that the receipt of the first premium precedes the
Contract date, there will be a period during which the Contract owner's initial
premium will not be invested. The $2 per payment charge and up to 7.5% deduction
also apply to all subsequent premium payments; the remainder will be placed when
received by Pruco Life of New Jersey in the subaccount[s], the fixed-rate option
or the Real Property Account in accordance with the allocation previously
designated by the Contract owner. Provided the Contract is not in default, the
Contract owner may change the way in which subsequent premiums are allocated by
giving written notice to the Pruco Life of New Jersey Home Office stated in the
Contract. Contract owners may also change subsequent premium allocations by
telephoning their Pruco Life of New Jersey Home Office, once they have completed
a written telephone transfer authorization form. There is no charge for
reallocating future premiums among 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 33 1/3% cannot. Of course, the total
allocation of all selected investment options must equal 100%.

Additionally, a feature called Dollar Cost Averaging is available to Contract
owners who make an allocation to the Money Market Subaccount. Under this
feature, automatic flat dollar amounts will be transferred monthly from the
Money Market Subaccount into other investment options available under the
Contract, excluding the fixed-rate option, but including the Real Property
Account. Currently, the amount initially designated for transfer under this
feature must be at least $2,000. After issue, Pruco Life of New Jersey will
accept an amount less than $2,000 provided it brings the balance in any current
Dollar Cost Averaging Account up to $2,000. Monthly transfers must be at least
3% of the amount allocated to the Dollar Cost Averaging account, with a minimum
of $20 transferred into any one investment option. These amounts are subject to
change at Pruco Life of New Jersey's discretion. The minimum transfer amount
will only be recalculated upon an increase in the amount allocated to the
feature.

Each automatic monthly transfer will take effect as of the end of the valuation
period (the period of time from one determination of the value of the amount
invested in a subaccount to the next) on the Monthly date (i.e. the Contract
date and the same date in each subsequent month), provided the New York Stock
Exchange is open on that date. If the New York Stock Exchange is not open on
that date, or if the Monthly date does not occur in that particular month, the
transfer will take effect as of the end of the last valuation period which
immediately precedes that Monthly date. Automatic monthly transfers will
continue until the amount designated for Dollar Cost Averaging has been
transferred, or until the Contract owner gives notification of a change in
allocation or cancellation of the feature. Currently, there is no charge for
using the Dollar Cost Averaging feature.

9
<PAGE>

Transfers. Provided the Contract is not in default or is in force as variable
reduced paid-up insurance (see Options on Lapse, page 23), the owner 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.
All or a portion of the amount credited to a subaccount may be transferred.

In addition, the entire amount of the Contract fund (described in detail below)
may be transferred to the fixed-rate option at any time during the first 2
Contract years. A Contract owner who wishes to convert his or her variable
Contract to a fixed-benefit Contract in this manner must request a complete
transfer of funds to the fixed-rate option and should also change his or her
allocation instructions regarding any future premiums.

Transfers among subaccounts will take effect as of the end of the valuation
period in which a proper transfer request is received at a Pruco Life of New
Jersey Home Office. The "valuation period" means the period of time from one
determination of the value of the amount invested in a subaccount to the next.
Such determinations are made when the net asset values of the portfolios of the
Series Fund are calculated, which is generally at 4:15 p.m. New York City time
on each day during which the New York Stock Exchange is open. The request may be
in terms of dollars, such as a request to transfer $10,000 from one subaccount
to another, or may be in terms of a percentage reallocation among subaccounts.
In the latter case, as with premium reallocations, the percentages must be in
whole numbers. The Contract owner may transfer amounts by proper written notice
to a Pruco Life of New Jersey Home Office, or by telephone, provided the
Contract owner is enrolled to use the Telephone Transfer System. Pruco Life of
New Jersey cannot guarantee that owners will be able to get through to complete
a telephone transfer during peak periods such as periods of drastic economic or
market change.

Transfers from the fixed-rate option to other investment options are currently
permitted once each Contract year and only during the 30-day period beginning on
the Contract anniversary. The maximum amount which may currently be transferred
out of the fixed-rate option each year is the greater of: (a) 25% of the amount
in the fixed-rate option, or (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 Pruco Life of New Jersey Home Office.
These limits are subject to change in the future. Transfers to and from the Real
Property Account are subject to restrictions described in the attached
prospectus for the Real Property Account.

Pruco Life may, on a non-discriminatory basis, permit the owner of an
Appreciable Life insurance policy issued by Pruco Life of New Jersey (this
fixed-benefit policy is briefly described under Right to Exchange a Contract for
a Fixed-Benefit Insurance Policy on page 23) to exchange his or her policy for a
comparable Variable Appreciable Life Contract with the same Contract date,
scheduled premiums, and Contract fund. No charge will be made for the exchange.
There is no new "free look" right when an Appreciable Life contract owner elects
to exchange his or her policy for a comparable Variable Appreciable Life
Contract.

Although Pruco Life of New Jersey does not give tax advice, Pruco Life of New
Jersey does believe, based on its understanding of federal income tax laws as
currently interpreted, that the original date exchange of an Appreciable Life
contract for a Variable Appreciable Life Contract should be considered to be a
tax-free exchange under the Internal Revenue Code of 1986, as amended. It should
be noted, however, that the exchange of an Appreciable Life contract for a
Variable Appreciable Life Contract may impact the status of the Contract as a
Modified Endowment Contract. See Tax Treatment of Contract Benefits, page 24. A
contract owner should consult with his or her tax advisor and Pruco Life of New
Jersey representative before making an exchange.

Charges and Expenses. The amount relating to the Contract held in the Account is
determined by the amount of premium payments, charges deducted from premiums
before they are placed in the Account, deductions made from the Account,
including any deductions made for a Contract loan (see Contract Loans, page 22),
and the investment results of the selected subaccount[s]. The total amount
invested under the Contract (the "Contract fund") consists of the amount related
to the Contract held in the Account, any amount allocated to the fixed-rate
option, any amount invested in the Real Property Account, and the principal
amount of any Contract loan and interest credited thereon.

All of the charges made by Pruco Life of New Jersey, whether deducted from
premiums or from the Contract fund, are set forth below.

1. A charge of $2 is deducted from each premium payment to cover the cost of
collecting and processing premiums. Thus, Contract owners who pay premiums
annually will incur lower aggregate processing charges than those who pay
premiums more frequently. During 1994 and 1993, Pruco Life of New Jersey
received a total of approximately $1,077,000 and $1,135,000, respectively,
in processing charges.

2. There is a charge to compensate Pruco Life of New Jersey for the cost of
selling the Contract. This cost includes sales commissions, advertising, and
the printing of the prospectuses and sales literature. This charge

10
<PAGE>

is called the "sales load." The maximum sales load that will be charged will
be 30% of the first year's scheduled premium, 10% of the scheduled premium
for the second, third, fourth, and fifth years and 5% of each additional
premium, whether scheduled or unscheduled. Part of this sales load will be
deducted from each premium received in an amount up to 5% of the portion of
the premium remaining after the $2 processing charge has been deducted. The
remainder of the sales load will be deducted only if the Contract is
surrendered or stays in default past its days of grace. This second part is
called the deferred sales charge. The deferred sales charge will not be
deducted at all, however, for Contracts that lapse or are surrendered on or
after the Contract's tenth anniversary and it will be reduced based upon
persistency for Contracts that lapse or are surrendered sometime between the
eighth month of year 6 and the tenth anniversary. No deferred sales charge
is applicable to the death benefit, no matter when that may become payable.

For Contracts under which premiums are payable annually, the maximum
deferred sales charge (equal to 25% of the scheduled premium for the first
Contract year and 5% of the scheduled premium for the next 4 Contract years)
will be made under Contracts that lapse or are surrendered during the fifth
Contract year and the first 7 months of the sixth Contract year. Thereafter
the sales charge will be the maximum charge reduced uniformly until it
becomes zero at the end of the tenth 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 tenth anniversary). The following table shows illustrative
deferred sales load charges that will be made when such Contracts are
surrendered or lapse.

- -----------------------------------------------------------------------------------------------------------
The Deferred Sales Charge Will Which is Equal to the Following
For Contracts be the Following Percentage Percentage of the Scheduled
Surrendered During of One Scheduled Annual Premium Premiums Due to Date of 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 5 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 7.
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 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 (25% for the
first year and 5% for years 2 through 5) 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 1994 and 1993, Pruco
Life of New Jersey received a total of approximately $271,000 and $396,000,
respectively, in sales load charges.

Pruco Life of New Jersey has determined to 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

11
<PAGE>

paid after total premiums paid under the Contract exceed 5 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 the
owner's instructions. This concession is not contractually guaranteed and
may be withdrawn or modified by Pruco Life of New Jersey on a uniform basis,
although it does not currently intend to do so. If an owner elects to
increase the face amount of his or her 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 17.

3. There is a premium tax charge equal to 2.5% of the premium remaining after
the $2 processing charge has been deducted. This charge is made to
compensate Pruco Life of New Jersey for paying state premium taxes. (The
7.5% deduction referred to on page 8 is made up of the 5% sales load charge
and the 2.5% premium tax charge). State premium tax rates vary from state to
state and generally range from 0.75% to 5%. Pruco Life of New Jersey may
collect more for this charge than it actually pays for premium taxes. During
1994 and 1993, Pruco Life of New Jersey received a total of approximately
$1,746,000 and $1,818,000, respectively, in charges for payment of state
premium taxes.

4. On each Monthly date, the Contract fund is reduced 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), except that currently this $0.02 per $1,000 charge will not be
greater than $2 per month and for Contracts issued after June 1, 1987 on a
Pru-Matic Plan basis, this $0.02 per $1,000 charge will currently be waived.
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 of New Jersey for
administrative expenses incurred, among other things, for processing claims,
paying cash surrender values, making Contract changes, keeping records, and
communicating with Contract owners. This charge will not be made if the
Contract has become paid-up or has been continued in force, after lapse, as
variable reduced paid-up insurance. During 1994 and 1993, Pruco Life of New
Jersey received a total of approximately $3,429,000 and $3,618,000,
respectively, in monthly administrative charges.

5. On each Monthly date, the Contract fund is reduced 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) to compensate Pruco Life of
New Jersey for the risk it assumes 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. This charge is not made after a
Contract becomes paid-up or has been continued in force, after lapse, as
variable reduced paid-up insurance. During 1994 and 1993, Pruco Life of New
Jersey received a total of approximately $648,000 and $680,000,
respectively, for this risk charge.

6. Pruco Life of New Jersey deducts a mortality charge from the Contract fund
on each Monthly date 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 are designed to enable Pruco Life of New
Jersey to pay this larger death benefit. The charge is determined 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 the insured's
sex (except where unisex rates apply) and current attained age, and the
anticipated mortality for that class of persons. The maximum rate that Pruco
Life of New Jersey may charge is based upon the 1980 CSO Table. Pruco Life
of New Jersey 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 and may thus make a lower mortality
charge for such persons. Pruco Life of New Jersey, however, reserves the
right to charge full mortality charges based on the applicable 1980 CSO
Table, and any lower current mortality charges are not applicable to
Contracts in force pursuant to an option on lapse. See Options on Lapse,
page 23. In addition, if a Contract has a face amount of at least $100,000
and the insured under the Contract has met strict underwriting requirements
so that the Contract is in force 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 of New
Jersey.

12
<PAGE>

7. A charge is made to compensate Pruco Life of New Jersey for assuming
mortality and expense risks. This is done by deducting 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 0.6% (this amounts to
a daily charge of approximately 0.001639%). The mortality risk assumed is
that insureds may live for a shorter period of time than Pruco Life of New
Jersey estimated. The expense risk assumed is that expenses incurred in
issuing and administering the Contract will be greater than Pruco Life of
New Jersey estimated. Pruco Life of New Jersey will realize a gain from this
charge to the extent it is not needed to provide benefits and pay expenses
under the Contracts. During 1994 and 1993, Pruco Life of New Jersey received
a total of approximately $2,758,000 and $2,568,000, respectively, in
mortality and expense risk charges. This charge is not assessed against
amounts allocated to the fixed-rate option.

8. There is 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) to compensate Pruco Life of New Jersey
for expenses incurred in connection with the issuance of the Contract, other
than sales expenses. This charge is made to cover the costs of processing
applications, conducting medical examinations, determining insurability and
the insured's risk class, and 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 in force through the end of the
Contract's tenth year. 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 in force
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 tenth anniversary. During
1994 and 1993, Pruco Life of New Jersey received a total of approximately
$1,834,000 and $2,202,000, 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 Pruco Life of New Jersey
currently intends to waive that charge if the reclassification is effected
concurrently with an increase in face amount.

9. A charge of $15 will be made in connection with each partial withdrawal of
the cash surrender value of a Contract. See Withdrawal of Excess Cash
Surrender Value, page 16.

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

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

Under current laws Pruco Life of New Jersey 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 of New Jersey that are attributable to the
Account may result in a corresponding charge against the Account.

The Account purchases shares of the Series Fund at net asset value. The net
asset value of those shares reflects management fees and expenses already
deducted from the assets of the Series Fund. The fees and expenses for the
Series Fund are briefly described under The Prudential Series Fund, Inc. on page
4 in connection with a general description of the Series Fund. More detailed
information is contained in the attached prospectus for the Series Fund. The
investment management fee and other expenses charged against the Real Property
Account are described in the attached prospectus for that investment option.

Reduction of Charges for Concurrent Sales to Several Individuals. Pruco Life of
New Jersey 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 of New Jersey 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)

13
<PAGE>

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 Pruco Life of New Jersey believes 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 of New
Jersey on a uniform basis. Pruco Life of New Jersey'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. A Contract has a cash surrender
value which the owner may get 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, even if it is assumed
that only scheduled premiums will be paid, 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] as designated by the owner. Thereafter the Contract fund
value changes daily, reflecting increases or decreases in the value of the
securities in which the assets of the subaccount have been invested, the
investment performance of the Real Property Account if that option has been
selected, interest credited on amounts allocated to the fixed-rate option, as
well as the daily asset charge for mortality and expense risk equal to 0.001639%
of the assets of the subaccount[s] of the Account and 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 of New Jersey 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. Illustrated also is what the death benefit would be under Form
B Contracts given the stated assumptions. The tables also show the premium
amount that would be required on the premium change date for each illustrated
Contract under each of the assumed investment returns.

How a Contract's Death Benefit Will Vary. As noted above, there are two forms of
the Contract, Form A and Form B. Moreover, in September 1986 Pruco Life of New
Jersey 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 accordingly such Contract will not
become paid-up.

1. Original Contracts. 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 6) regardless of the payment of
additional premiums or the investment results of the designated subaccounts,
unless the Contract becomes paid-up. See When a Contract Becomes Paid-Up, page
15. The death benefit does reflect a deduction for the amount of any Contract
debt. See Contract Loans, page 22.

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 only
scheduled premiums were paid, they were paid when due, the selected investment
options earned a net return at a uniform rate of 4% per year, full mortality
charges based upon the 1980 CSO Table were deducted, maximum sales load and
expense charges were deducted, and 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.

<PAGE>

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 smaller 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 in force because scheduled premiums have been paid, the
death benefit will not fall below the initial face amount stated in the
Contract; however, this unfavorable investment experience must subsequently be
offset before favorable investment results or greater than scheduled premiums
will increase the death benefit. The death benefit will also reflect a deduction
for the amount of any Contract debt. See Contract Loans, page 22.

A Contract owner may also increase or decrease the face amount of his or her
Contract, subject to certain conditions. See Increases in Face Amount, page 17
and Decreases in Face Amount, page 18.

2. Revised Contracts. Under the revised Contracts issued since September of
1986, the death benefit will be calculated as follows. 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. 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.

- ------------------------------------------------------ -------------------------------------------------
Increase in Insurance Increase in Insurance
Male Amount Per $1 Female Amount Per $1
Attained Net Single Increase in Contract Attained Net Single Increase in Contract
Age Premium Fund Age Premium 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 of New Jersey
reserves the right to refuse to accept further premium payments, although in
practice the payment of the lesser of 2 years' scheduled premiums or the average
of all premiums paid over the last 5 years will generally be allowed.

A Contract owner may also increase or decrease the face amount of his or her
Contract, subject to certain conditions. See Increases in Face Amount, page 17
and Decreases in Face Amount, page 18.

When a Contract Becomes Paid-Up. Under the original Contracts, it is possible
that favorable investment experience, either alone or in conjunction with
greater than scheduled premium payments, will cause the Contract fund to
increase to the point where no further payment of premiums is necessary to
provide for the then existing death benefit for the remaining life of the
insured. If this should occur, Pruco Life of New Jersey will notify the owner
that no further premium payments need be paid. Pruco Life of New Jersey reserves
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 27. The
revised Contracts will not become paid-up.

Once a Contract becomes paid-up, Pruco Life of New Jersey guarantees that the
death benefit then in force will not be reduced by the investment experience of
the subaccount[s] 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 10) 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

<PAGE>

anniversary after the insured reaches the age of 21. If a Contract would have
been paid-up prior to that anniversary, Pruco Life of New Jersey, in
anticipation of the increase in the face amount to 150% of the initial face
amount, will, instead of declaring the Contract to be paid-up, increase the
death benefit by the amount necessary to keep the Contract in force 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
sufficiently large to enable the charges due under the Contract to be made
without causing the Contract to lapse. See Lapse and Reinstatement, page 19. In
general, Pruco Life of New Jersey will accept any premium payment if the payment
is at least $25. Pruco Life of New Jersey 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 under the two forms of Contract. Greater
than scheduled payments under an original version Form A Contract increases the
Contract fund and makes 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 substantial premiums are
made. The federal income tax laws, discussed more fully under Tax Treatment of
Contract Benefits, page 24, 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. This Contract should not be so
classified if the initial scheduled premiums are paid or even if additional
premiums are paid that are not substantially higher, assuming no changes in
benefits under the Contract. It is possible, however, to make premium payments
that are high enough to cause the Contract to fall into that classification. A
Contract owner should consult with his or her own tax advisor and Pruco Life of
New Jersey representative before making a large premium payment.

Surrender of a Contract. A Contract may be surrendered in whole or in part for
its cash surrender value 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 in force on the same terms as the
original Contract except that premiums and cash surrender values will be
proportionately reduced based upon the reduction in the face amount of
insurance. The Contract continued must have a face amount of insurance at least
equal to the minimum face amount applicable to the insured's Contract. See
Requirements for Issuance of a Contract, page 6.

To surrender a Contract in whole or in part, the owner must deliver or mail it,
together with a written request in a form that meets Pruco Life of New Jersey's
needs, to a Pruco Life of New Jersey 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 the Home Office. Surrender of all or part of a Contract
may have tax consequences. See Tax Treatment of Contract Benefits, page 24.

Withdrawal of Excess Cash Surrender Value. An alternative to surrender or
partial surrender of a Contract, available only before such Contracts become
paid up, is a partial withdrawal of cash surrender value without splitting the
Contract into two Contracts. A partial withdrawal may be made only if the
following conditions are satisfied. The basic limiting condition is that a
withdrawal may be made 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. An owner may make no more than four such withdrawals in
a Contract year, and there is a fee of $15 for each such withdrawal. An amount
withdrawn may not be repaid except as a scheduled or unscheduled premium subject
to the Contract charges. Upon request, Pruco Life of New Jersey will tell a
Contract owner how much he or she may withdraw. Withdrawal of part of the cash
surrender value may have tax consequences. See Tax Treatment of Contract
Benefits, page 24.

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

16
<PAGE>

the amount of the partial withdrawal, and no partial withdrawal will be
permitted under a Form A Contract if it would result in a new face amount of
less than the minimum face amount applicable to the insured's Contract. See
Requirements for Issuance of a Contract, page 6. It is important to note,
however, that if the face amount is decreased at any time during the first 7
Contract years, there is a danger that the Contract might be classified as a
Modified Endowment Contract. See Tax Treatment of Contract Benefits, page 24.
Before making any withdrawal which causes a decrease in face amount, a Contract
owner should consult with his or her own tax advisor and Pruco Life of New
Jersey 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 surrender
charges then applicable, based upon the percentage reduction in face amount.
Contract owners of a Form A Contract who make a partial withdrawal will be sent
replacement Contract pages showing the new face amount, new tabular values and,
if applicable, a new table of surrender charges.

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, for purposes of determining whether a lapse has occurred, Pruco Life of
New Jersey treats withdrawals as a return of premium.

Increases in Face Amount. An attractive feature of this Contract is that an
owner who wishes to increase the amount of his or her insurance may do so 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 of New Jersey. An increase in face amount is in many
ways similar to the purchase of a second Contract, but it differs in the
following respects: the minimum permissible increase is $25,000, while the
minimum for a new Contract is $60,000; monthly fees are lower because only a
single $2.50 per month administrative charge is made rather than two; 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; 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, the
Contract will lapse or become paid-up as a unit, unlike the case if two separate
Contracts are purchased. These differences aside, 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.

A Contract owner may elect to increase the face amount of his or her Contract no
earlier than the first anniversary of the Contract. The following conditions
must be met: (1) The owner must ask for the increase in writing on an
appropriate form meeting Pruco Life of New Jersey's needs. (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 of New
Jersey. (4) If Pruco Life of New Jersey requests, the owner 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) The owner must pay an
appropriate premium at the time of the increase. (7) Pruco Life of New Jersey
has the right to deny more than one increase in a Contract year. (8) If Pruco
Life of New Jersey has, between the Contract date and the date that any
requested increase in face amount will take effect, changed any of the bases on
which benefits and charges are calculated under newly issued Contracts, Pruco
Life of New Jersey has 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 basis, which provides lower current cost of insurance rates.

Upon an increase in face amount, Pruco Life of New Jersey will recompute the
Contract's scheduled premiums, deferred sales and administrative charges,
tabular values, and monthly deductions from the Contract fund. The Contract
owner has 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 the Contract owner selects
for the recomputation. Pruco Life of New Jersey will tell the owner the amount
of the required payment. It should also be noted that an increase in face amount
may impact the status of the Contract as a Modified Endowment Contract. See Tax
Treatment of Contract Benefits, page 24. Therefore, before increasing the face
amount, a Contract owner should consult with his or her own tax advisor and
Pruco Life of New Jersey representative.

The effective date of the increase in the amount of insurance will be determined
by the same rules that apply when a new Contract is purchased. Generally
speaking, an increase will take effect on the latest of the date the owner
applies for it, the date satisfactory evidence of insurability is provided to
Pruco Life of New Jersey or the date designated by the Contract owner, provided
the necessary payment is made on or before that date.

Pruco Life of New Jersey will supply the Contract owner with pages which show
the increased face amount, the effective date of the increase, and the
recomputed items described two paragraphs above. The pages will also

17
<PAGE>

describe how the increase in face amount 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 27) will run from the effective date of
the increase.

There will be assessed 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, a Contract owner contemplating a total or partial
surrender or a decrease in the face amount of insurance should not elect to
increase the face amount of his or her Contract.

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 10. 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 with respect to the premiums paid after the increase only
after the premiums so allocated exceed five scheduled annual premiums for the
increase. Thus, an 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.

Each Contract owner who elects to increase the face amount of his or her
Contract will receive a "free-look" right and a right to convert to a
fixed-benefit contract, which rights will apply only to the increase in face
amount, not the entire Contract. These rights are comparable to the rights
afforded to a purchaser of a new Contract. See Short-Term Cancellation Right or
"Free Look", page 6 and Right to Exchange a Contract for a Fixed-Benefit
Insurance Policy, page 23. The "free-look" right would have to be exercised no
later than 45 days after execution of the application for the increase or, if
later, within 10 days after either receipt of the Contract as increased or
receipt of the notice of the Right of Withdrawal by the owner. Upon exercise of
the "free-look" right, the owner will receive a refund in the amount of the
aggregate premiums paid since the increase was requested and attributable to the
increase, not the base Contract, as determined pursuant to the proportional
premium allocation rule described above. There will be no adjustment for
investment experience. Moreover, 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 Right to Exchange a Contract for a Fixed-Benefit
Insurance Policy, page 23.

Decreases in Face Amount. As explained earlier, a Contract owner may effect a
partial surrender of a Contract (see Surrender of a Contract, page 16) or a
partial withdrawal of excess cash surrender value (see Withdrawal of Excess Cash
Surrender Value, page 16). A Contract owner also has the additional option of
decreasing the face amount (which is also the guaranteed minimum death benefit)
of his or her Contract without withdrawing any cash value. Contract owners who
conclude that, because of changed circumstances, the amount of insurance is
greater than needed will thus be able to decrease their amount of insurance
protection 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). The Contract's Contract fund value, however, will be reduced by
deduction of a proportionate part of the then applicable 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.

The minimum permissible decrease is $10,000. No decrease will be permitted that
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 6. No reduction will be permitted to the extent that it would
cause the Contract to fail to qualify as "life insurance" for purposes of
section 7702 of the Internal Revenue Code. If the face amount of a Contract in
force on a Select Rating basis is reduced below $100,000, it is no longer
eligible for the Select Rating. A decrease in face amount will be effected as of
the Monthly Date immediately preceding receipt of a

18
<PAGE>

proper request to decrease face amount. Monthly charges previously deducted on
that date and attributed to the decreased portion of the face amount will be
credited to the Contract fund as of that date.

It is important to note, however, that if the face amount is decreased at any
time during the first 7 Contract years, there is a danger that the Contract
might be classified as a Modified Endowment Contract. See Tax Treatment of
Contract Benefits, page 24. Before requesting any decreases in face amount, a
Contract owner should consult with his or her Pruco Life of New Jersey
representative.

Lapse and Reinstatement. The Contract has an advantageous feature that is not
typically found in similar types of life insurance contracts. If scheduled
premiums are paid on or before each due date, or within the grace period after
each due date, and there are no withdrawals, a Contract will remain in force
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.
Therefore, unlike most similar types of life insurance contracts that lapse when
the cash surrender value decreases to zero even if premiums are paid, this
Contract ensures that as long as scheduled premiums are paid, insurance
protection remains in effect.

In fact, even if a scheduled premium is not paid, the Contract will remain in
force 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 mortality and expense risk 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 in force, the Contract will go into default.
Should this happen, Pruco Life of New Jersey will send the Contract owner a
notice of default setting forth the payment necessary to keep the Contract in
force on a premium paying basis. This payment must be received at a Pruco Life
of New Jersey 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 24.

A Contract that has lapsed may be reinstated within 3 years after the date of
default unless the Contract has been surrendered for its cash surrender value.
To reinstate a lapsed Contract, Pruco Life of New Jersey 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 23.

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

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

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

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

19
<PAGE>

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

Nursing Home Option. This option is available after the insured has been
confined to an eligible nursing home for 6 months or more. When satisfactory
evidence is provided, including certification by a licensed physician, that the
insured is expected to remain in the nursing home until death, Pruco Life of New
Jersey will provide an accelerated payment of the portion of the death benefit
selected by the Contract owner as a Living Needs Benefit. The Contract owner may
(1) elect to receive the benefit in a single sum or (2) receive equal monthly
payments for a specified number of years (not more than 10 nor less than 2),
depending upon the age of the insured. If the insured dies before all of the
payments have been made, the present value of the remaining payments will be
paid to the beneficiary designated in the Living Needs Benefit claim form in a
single sum.

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 of New Jersey
reserves the right to determine the minimum amount that may be accelerated.

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

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

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

Illustrations of Cash Surrender Values, Death Benefits, and Accumulated
Premiums. The following tables have been prepared to help show how values under
the Contract change with investment performance of the Account. The tables
assume that no portion of the Contract fund is allocated to the fixed-rate
option or the Real Property Account. The tables illustrate how cash surrender
values (reflecting the deduction of deferred sales load and administrative
charges, if any) and death benefits of Contracts with the minimum scheduled
premium issued on an insured of a given age would vary over time if the return
on the assets held in the selected Series Fund portfolios were a uniform, gross,
after tax, annual rate of 0%, 4%, 8% and 12%. The death benefits and cash
surrender values would be different from those shown if the returns averaged 0%,
4%, 8% and 12% but fluctuated over and under those averages throughout the
years. The tables also provide information about the premiums payable on and
after the premium change date. These tables reflect values under the revised
Contracts. These values are also applicable to the original 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 on the table are not applicable to the original Contracts.
Footnotes to the tables indicate when the values cease to be applicable to the
original Contracts and when the original Contracts would become paid-up for a
given return.

The death benefits and cash surrender values shown in the first two tables on
pages T1 and T2 reflect Pruco Life of New Jersey's current charges. As explained
earlier, Pruco Life of New Jersey makes monthly mortality charges that are lower
than those based on the 1980 CSO Table when the insured is a male aged 36 or
more or a female aged 41 or more. The values shown in the tables are calculated
upon the assumption that Pruco Life of New Jersey will continue to use the
mortality rates that it is currently using, even though it is permitted under
the Contract to use the higher mortality charges specified in the 1980 CSO
Table. Moreover, those tables reflect Pruco Life of New Jersey's current
practice of waiving the front-end sales load of 5% after total premiums paid
exceeds five scheduled annual premiums. See item 2 under Charges and Expenses,
page 10. The tables also reflect Pruco Life of New Jersey's current practice of
increasing the Contract fund on a percentage basis based on the attained age of
the insured. While Pruco Life of New Jersey does not currently intend to
withdraw or modify these reductions in charges or additions to the Contract
fund, it reserves the right to do so. These tables are not

20
<PAGE>

applicable to Contracts issued on a guaranteed issue basis or to Contracts where
the risk classification is on a multiple life basis.

The death benefits and cash surrender values shown in the next two tables on
pages T3 through T4 are calculated upon the assumption that the maximum
mortality charges specified by the 1980 CSO Table are made throughout the life
of the Contract, and reflect neither the waiver of the front-end sales load nor
the monthly additions to the Contract fund that further reduce the cost of
insurance charge.

The amounts shown for the death benefit and cash surrender value as of each
Contract year reflect the fact that the net investment return on the assets held
in the subaccounts is lower than the gross return of the portfolios. This is
because the tables assume a total Series Fund expense ratio of 0.57% (taking
into account the offsets described on page 5), and also reflect a daily
mortality and expense risk charge to the Account, equal to an effective annual
charge of 0.6%. The actual fees and expenses of the portfolios associated with a
particular Contract may be more or less than 0.57% and will depend on which
subaccounts are selected. Based on the above assumptions, gross annual rates of
return of 0%, 4%, 8% and 12% thus correspond to approximate net annual rates of
return of -1.17%, 2.83%, 6.83% and 10.83% and this fact is reflected in the
column headings. The tables also reflect the fact that no charges for federal or
state income taxes are currently made against the Account. If such a charge is
made in the future, it will take a higher gross rate of return to produce net
after-tax returns of -1.17%, 2.83%, 6.83% and 10.83% than it does now.

Upon request, Pruco Life of New Jersey will furnish a comparable illustration
based on the proposed insured's age and sex (except where unisex rates apply)
and on the guaranteed minimum death benefit or premium amount requested. Such an
illustration will assume that the insured is in the preferred rating class (or,
on request, a different rating class) and that the premium will be paid at the
frequency chosen.

21
<PAGE>

<TABLE>
<CAPTION>
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) (3)
USING CURRENT SCHEDULE OF CHARGES

Death Benefit (2) (4) Cash Surrender Value (2) (4)
---------------------------------------------------- --------------------------------------------------
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 (3) (-1.17% Net) (2.83% Net) (6.83% Net) (10.83% Net) (-1.17% Net) (2.83% Net) (6.83% Net) (10.83% 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 $ 187 $ 233 $ 281 $ 331
3 $ 1,801 $60,000 $60,000 $ 60,000 $ 60,000 $ 467 $ 557 $ 653 $ 754
4 $ 2,450 $60,000 $60,000 $ 60,000 $ 60,000 $ 738 $ 885 $ 1,045 $ 1,219
5 $ 3,125 $60,000 $60,000 $ 60,000 $ 60,000 $ 997 $ 1,214 $ 1,458 $ 1,729
6 $ 3,827 $60,000 $60,000 $ 60,000 $ 60,000 $ 1,383 $ 1,686 $ 2,033 $ 2,432
7 $ 4,557 $60,000 $60,000 $ 60,000 $ 60,000 $ 1,783 $ 2,185 $ 2,660 $ 3,219
8 $ 5,317 $60,000 $60,000 $ 60,000 $ 60,000 $ 2,169 $ 2,685 $ 3,312 $ 4,070
9 $ 6,106 $60,000 $60,000 $ 60,000 $ 60,000 $ 2,543 $ 3,187 $ 3,992 $ 4,993
10 $ 6,927 $60,000 $60,000 $ 60,000 $ 60,000 $ 2,903 $ 3,691 $ 4,702 $ 5,997
15 $ 11,553 $60,000 $60,000 $ 60,000 $ 60,000 $ 4,056 $ 5,843 $ 8,497 $ 12,438
20 $ 17,182 $60,000 $60,000 $ 60,000 $ 60,000 $ 4,713 $ 7,952 $13,580 $ 23,383
25 $ 24,029 $60,000 $60,000 $ 60,000 $ 78,037 $ 4,576 $ 9,737 $20,410 $ 42,176
30 (Age 65) $ 32,361 $60,000 $60,000 $ 60,000 $120,015 $ 3,176 $10,743 $29,799 $ 73,193
35 $ 52,538 $60,000 $60,000 $ 63,689 $182,161 $14,602 $20,402 $43,229 $123,644
40 $ 77,087 $60,000 $60,000 $ 82,693 $275,099 $24,640 $30,936 $61,540 $204,728
45 $106,955 $60,000 $60,000 $106,675 $416,004 $33,195 $43,233 $85,483 $333,361

<FN>
- ------------
(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. For a hypothetical
gross investment return of 0%, the second Scheduled Premium will be
$3,477.40. For a gross return of 4%, the second Scheduled Premium will be
$2,812.07; on a current basis, a lesser premium of $2,337.40 will
guarantee that your contract will not lapse for one year. For a gross
return of 8%, the second Scheduled Premium will be $781.08; on a current
basis, a lesser premium of $554.80 will guarantee that your contract will
not lapse for one year. 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.

(4) Assumes after age 65 payment of the lesser premium amount, if applicable.
</FN>
</TABLE>

THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN
THIS PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A
REPRESENTATION OF PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF
RETURN MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF
FACTORS INCLUDING THE INVESTMENT ALLOCATIONS MADE BY AN OWNER, PREVAILING
INTEREST RATES, AND RATES OF INFLATION. THE DEATH BENEFIT AND CASH 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 OF NEW JERSEY OR THE SERIES FUND
THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.

<PAGE>

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) (3)
USING CURRENT SCHEDULE OF CHARGES

Death Benefit (2) (4) Cash Surrender Value (2) (4)
---------------------------------------------------- ----------------------------------------------------
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 (3) (-1.17% Net) (2.83% Net) (6.83% Net) (10.83% Net) (-1.17% Net) (2.83% Net) (6.83% Net) (10.83% Net)
------ -------------- ------------ ----------- ----------- ------------ ------------ ----------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>

1 $ 577 $60,000 $60,000 $60,013 $ 60,029 $ 0 $ 0 $ 0 $ 0
2 $ 1,177 $60,000 $60,000 $60,038 $ 60,087 $ 185 $ 232 $ 280 $ 329
3 $ 1,801 $60,000 $60,000 $60,079 $ 60,180 $ 466 $ 556 $ 650 $ 751
4 $ 2,450 $60,000 $60,000 $60,136 $ 60,309 $ 736 $ 882 $ 1,041 $ 1,214
5 $ 3,125 $60,000 $60,000 $60,212 $ 60,481 $ 995 $ 1,211 $ 1,453 $ 1,722
6 $ 3,827 $60,000 $60,000 $60,336 $ 60,731 $ 1,381 $ 1,681 $ 2,026 $ 2,422
7 $ 4,557 $60,000 $60,015 $60,485 $ 61,039 $ 1,780 $ 2,180 $ 2,650 $ 3,204
8 $ 5,317 $60,000 $60,041 $60,661 $ 61,411 $ 2,167 $ 2,679 $ 3,299 $ 4,049
9 $ 6,106 $60,000 $60,072 $60,866 $ 61,855 $ 2,540 $ 3,180 $ 3,974 $ 4,963
10 $ 6,927 $60,000 $60,107 $61,103 $ 62,378 $ 2,900 $ 3,681 $ 4,678 $ 5,953
15 $ 11,553 $60,000 $60,601 $63,196 $ 67,040 $ 4,070 $ 5,842 $ 8,437 $ 12,281
20 $ 17,182 $60,000 $61,481 $66,900 $ 76,284 $ 4,749 $ 7,942 $13,361 $ 22,745
25 $ 24,029 $60,000 $63,055 $73,029 $ 93,454 $ 4,636 $ 9,644 $19,618 $ 40,043
30 (Age 65) $ 32,361 $60,000 $65,827 $82,725 $124,141 $ 3,258 $10,327 $27,225 $ 68,641
35 $ 54,051 $60,278 $66,315 $82,085 $171,257 $14,580 $20,617 $36,387 $116,242
40 $ 80,441 $60,685 $67,782 $84,348 $260,050 $24,295 $31,392 $47,958 $193,529
45 $112,548 $60,447 $70,732 $90,974 $395,227 $32,186 $42,471 $62,713 $316,711

<FN>
- -----------

(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. For a hypothetical
gross investment return of 0%, the second Scheduled Premium will be
$3,477.40. For a gross return of 4%, the second Scheduled Premium will be
$3,152.87; on a current basis, a lesser premium of $2,606.00 will
guarantee that your contract will not lapse for one year. For a gross
return of 8%, the second Scheduled Premium will be $2,211.76; on a current
basis, a lesser premium of $554.80 will guarantee that your contract will
not lapse for one year. 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.

(4) Assumes after age 65 payment of the lesser premium amount, if applicable.
</FN>
</TABLE>

<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) (3)
USING MAXIMUM CONTRACTUAL CHARGES

Death Benefit (2) Cash Surrender Value (2)
---------------------------------------------------- ---------------------------------------------------
Assuming Hypothetical Gross (and Net) Assuming Hypothetical Gross (and Net)
Premiums Annual Investment Return of Annual Investment Return of
End of Accumulated ---------------------------------------------------- ---------------------------------------------------
Policy at 4% Interest 0% Gross 4% Gross 8% Gross 12% Gross 0% Gross 4% Gross 8% Gross 12% Gross
Year Per Year (3) (-1.17% Net) (2.83% Net) (6.83% Net) (10.83% Net) (-1.17% Net) (2.83% Net) (6.83% Net) (10.83% 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 $ 230 $ 278 $ 327
3 $ 1,801 $60,000 $60,000 $60,000 $ 60,000 $ 459 $ 548 $ 643 $ 744
4 $ 2,450 $60,000 $60,000 $60,000 $ 60,000 $ 720 $ 866 $ 1,025 $ 1,198
5 $ 3,125 $60,000 $60,000 $60,000 $ 60,000 $ 966 $ 1,181 $ 1,423 $ 1,692
6 $ 3,827 $60,000 $60,000 $60,000 $ 60,000 $1,307 $ 1,605 $ 1,948 $ 2,341
7 $ 4,557 $60,000 $60,000 $60,000 $ 60,000 $1,656 $ 2,049 $ 2,514 $ 3,063
8 $ 5,317 $60,000 $60,000 $60,000 $ 60,000 $1,987 $ 2,487 $ 3,096 $ 3,836
9 $ 6,106 $60,000 $60,000 $60,000 $ 60,000 $2,298 $ 2,917 $ 3,693 $ 4,664
10 $ 6,927 $60,000 $60,000 $60,000 $ 60,000 $2,588 $ 3,338 $ 4,306 $ 5,554
15 $ 11,553 $60,000 $60,000 $60,000 $ 60,000 $3,124 $ 4,690 $ 7,051 $ 10,604
20 $ 17,182 $60,000 $60,000 $60,000 $ 60,000 $2,848 $ 5,445 $10,110 $ 18,438
25 $ 24,029 $60,000 $60,000 $60,000 $ 60,000 $1,235 $ 4,957 $13,193 $ 30,989
30 (Age 65) $ 32,361 $60,000 $60,000 $60,000 $ 83,802 $ 0 $ 2,130 $15,797 $ 51,108
35 $ 58,960 $60,000 $60,000 $60,000 $119,754 $3,883 $10,888 $27,534 $ 81,284
40 $ 91,322 $60,000 $60,000 $60,000 $168,988 $5,982 $18,025 $43,889 $125,761
45 $130,695 $60,000 $60,000 $82,303 $236,994 $ 0 $21,619 $65,953 $189,912

<FN>
- -----------

(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. 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 $2,273.44; 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.

</FN>
</TABLE>

<PAGE>

Death Benefit (2) Cash Surrender Value (2)
---------------------------------------------------- ---------------------------------------------------
Assuming Hypothetical Gross (and Net) Assuming Hypothetical Gross (and Net)
Premiums Annual Investment Return of Annual Investment Return of
End of Accumulated ---------------------------------------------------- ---------------------------------------------------
Policy at 4% Interest 0% Gross 4% Gross 8% Gross 12% Gross 0% Gross 4% Gross 8% Gross 12% Gross
Year Per Year (3) (-1.17% Net) (2.83% Net) (6.83% Net) (10.83% Net) (-1.17% Net) (2.83% Net) (6.83% Net) (10.83% Net)
- ------ -------------- ------------ ----------- ----------- ------------ ------------ ----------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>

1 $ 577 $60,000 $60,000 $60,013 $ 60,029 $ 0 $ 0 $ 0 $ 0
2 $ 1,177 $60,000 $60,000 $60,035 $ 60,084 $ 182 $ 229 $ 277 $ 326
3 $ 1,801 $60,000 $60,000 $60,070 $ 60,170 $ 457 $ 546 $ 641 $ 741
4 $ 2,450 $60,000 $60,000 $60,116 $ 60,288 $ 718 $ 863 $ 1,022 $ 1,194
5 $ 3,125 $60,000 $60,000 $60,177 $ 60,444 $ 963 $ 1,178 $ 1,418 $ 1,685
6 $ 3,827 $60,000 $60,000 $60,250 $ 60,641 $1,304 $ 1,601 $ 1,941 $ 2,331
7 $ 4,557 $60,000 $60,000 $60,340 $ 60,883 $1,654 $ 2,044 $ 2,505 $ 3,048
8 $ 5,317 $60,000 $60,000 $60,445 $ 61,176 $1,984 $ 2,481 $ 3,083 $ 3,813
9 $ 6,106 $60,000 $60,000 $60,568 $ 61,525 $2,295 $ 2,911 $ 3,676 $ 4,633
10 $ 6,927 $60,000 $60,000 $60,709 $ 61,935 $2,585 $ 3,331 $ 4,284 $ 5,510
15 $ 11,553 $60,000 $60,000 $61,730 $ 65,157 $3,122 $ 4,681 $ 6,971 $ 10,398
20 $ 17,182 $60,000 $60,000 $63,394 $ 71,173 $2,845 $ 5,434 $ 9,855 $ 17,634
25 $ 24,029 $60,000 $60,000 $65,843 $ 81,570 $1,233 $ 4,944 $12,432 $ 28,159
30 (Age 65) $ 32,361 $60,000 $60,000 $69,160 $ 98,677 $ 0 $ 2,113 $13,660 $ 43,177
35 $ 58,960 $60,000 $60,000 $71,727 $115,543 $3,880 $10,853 $26,029 $ 69,846
40 $ 91,322 $60,000 $60,000 $76,989 $149,807 $5,979 $17,973 $40,599 $111,486
45 $130,695 $60,000 $60,000 $86,018 $216,167 $ 0 $21,530 $57,757 $173,223
<FN>
- -----------

(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. 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 $2,967.22; for a gross
return of 12% the premium after age 65 will be $1,323.33. 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.
</FN>
</TABLE>

<PAGE>

Contract Loans. The Contract owner may borrow from Pruco Life of New Jersey up
to the "loan value" of the 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, Pruco Life of New
Jersey will, on a non-contractual basis, increase the loan value by permitting a
Contract owner to borrow up to 100% of the portion of the Contract fund
attributable to the fixed-rate option (or any portion of the Contract fund
attributable to a prior loan supported by the fixed-rate option), reduced by any
charges due upon surrender. The minimum amount that may be borrowed at any one
time is $500 unless the loan is used to pay premiums.

Under one of the loan provisions available under this Contract, interest charged
on a loan accrues daily at a fixed effective annual rate of 5.5%. However, if a
Contract owner so desires, and if Pruco Life of New Jersey has received any
required approvals from the regulatory officials in the state or other
jurisdiction in which the Contract is to be issued, the Contract owner may elect
at the time of issuance of the Contract to have a different loan provision in
the Contract under which the interest rate will vary from time to time.

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

Interest payments on any loan are due at the end of each Contract year. If
interest is not paid when due, it is added to the principal amount of the loan.
The term "Contract debt" means the amount of all outstanding loans plus any
interest accrued but not yet due. If at any time the Contract debt exceeds the
cash surrender value, Pruco Life of New Jersey will notify the Contract owner of
its intent to terminate the Contract in 61 days, within which time the owner may
repay all or enough of the loan to keep the Contract in force for a limited
time.

When a loan is made, an amount equal to the loan proceeds will be transferred
out of the applicable investment option[s]. The reduction will be made in the
same proportions as the value in 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 out of the subaccount[s] 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, Pruco Life of New Jersey credits
such amounts with 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 of New
Jersey fixes a new rate, the new interest rate will apply.

A loan will not affect the amount of the premiums due. Should the death benefit
become payable while a loan is outstanding, or should the Contract be
surrendered, any Contract debt will be deducted from the death benefit or the
cash surrender value otherwise payable. Loans from Modified Endowment Contracts
may be treated for tax purposes as distributions of income. See Tax Treatment of
Contract Benefits, page 24.

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. A loan that is repaid will not have any effect upon the guaranteed minimum
death benefit.

Consider the Form A Contract issued on a 35 year old male insured illustrated in
the table on page T1 with an 8% gross investment return. Assume a $2,000 (5.5%)
fixed-rate loan was made under this Contract at the end of Contract year 8 and
repaid at the end of Contract year 10 and loan interest was paid when due. Upon
repayment, the cash surrender value would be $4,567.21. This amount is lower
than the cash value shown on that page for the end of Contract year 10 because
the loan amount was credited with the 4% assumed rate of return rather than the
6.83% net return for the designated subaccount[s] resulting from the 8% gross
return in the underlying Series Fund.

22
<PAGE>

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

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

Options on Lapse. If a Contract lapses because the necessary premium has not
been paid before the end of the grace period, some life insurance coverage may
continue in effect or the owner may choose to surrender the Contract for its
cash surrender value.

1. Fixed Extended Term Insurance. With two exceptions explained below, if the
owner does not communicate at all with Pruco Life of New Jersey, 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 and 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 in force. This benefit is known as extended term
insurance. If the owner requests, he or she will be told 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 and
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 15. Variable reduced paid-up
insurance has a loan privilege identical to that available on premium paying
Contracts. See Contract Loans, page 22. Acquisition of reduced paid-up insurance
within the first 7 Contract years may result in the Contract becoming a Modified
Endowment Contract. See Tax Treatment of Contract Benefits, page 24.

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 of New Jersey's needs, within 3 months of the date of
default; it will be available to such owners only if the initial amount of
variable reduced paid-up insurance would be at least $5,000. This minimum is not
applicable to Contracts for which variable reduced paid-up insurance is the
automatic benefit upon lapse.

3. Payment of Cash Surrender Value. The owner can receive the cash surrender
value by surrendering the Contract and making a written request in a form that
meets Pruco Life of New Jersey's needs. If Pruco Life of New Jersey receives 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 in force, or the net value
of any reduced paid-up insurance then in force, less any Contract debt.
Surrender of a Contract may have tax consequences. See Tax Treatment of Contract
Benefits, page 24.

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 of New Jersey. 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.

23
<PAGE>

The exchange will be effective when Pruco Life of New Jersey 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.

The Contract owner may also 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 New Jersey Insurance Commissioner,
will determine if a change in investment policy is material. For New York
Contract owners, the Company will also consult the New York Superintendent of
Insurance. 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 the first 2 years from issue (or within 2 years of any increase in
face amount with respect to the amount of insurance) without regard to the
otherwise applicable limit of four transfers per year. See Transfers, page 10.
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.
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 The Prudential, acts as the
principal underwriter of the Contract. Prusec, organized in 1971 under New
Jersey law, is registered as a broker and dealer under the Securities Exchange
Act of 1934 and is a member of the National Association of Securities Dealers,
Inc. Prusec's principal business address is 1111 Durham Avenue, South
Plainfield, New Jersey 07080. The Contract is sold by registered representatives
of Prusec who are also authorized by state insurance departments to do so. The
Contract may also be sold through other broker-dealers authorized by Prusec and
applicable law to do so. Registered representatives of such other broker-dealers
may be paid on a different basis than described below. Where the insured is less
than 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 tenth 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 3 years of service may be paid on a
different basis. Representatives who meet certain productivity, profitability,
and persistency standards with regard to the sale of the Contract will be
eligible for additional compensation.

Sales expenses in any year are not equal to the deduction for sales load in that
year. Pruco Life of New Jersey 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 of New Jersey'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 10.

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

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

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

However, section 7702 of the Code, which defines life insurance for tax
purposes, gives the Secretary of the Treasury authority to prescribe regulations
to carry out the purposes of the section. In this regard, proposed regulations
governing mortality charges were issued in 1991, and proposed regulations under
sections 101, 7702 and 7702A governing the treatment of life insurance policies
that provide accelerated death benefits were issued in 1992. None of these
proposed regulations has yet been finalized. Additional regulations under
section 7702 may also be promulgated in the future. Moreover, in connection with
the issuance of temporary regulations under section 817(h), the Treasury
Department announced that such regulations do not provide guidance concerning
the

24
<PAGE>

extent to which Contract owners may direct their investments to particular
divisions of a separate account. Such guidance will be included in regulations
or rulings under section 817(d) relating to the definition of a variable
contract.

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

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

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

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

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

Loans received under the Contract will ordinarily be treated as
indebtedness of the owner and will not be considered to be distributions
subject to tax.

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

If the Contract is classified as a Modified Endowment Contract, then
pre-death distributions, including loans, withdrawals and partial
surrenders are includible in income to the extent that the Contract fund
exceeds the gross premiums paid for the Contract increased by the amount of
any loans previously includible in income and reduced by any untaxed
amounts previously received other than the amount of any loans excludible
from income. These rules may also apply to pre-death distributions,
including loans, made during the 2 year period prior to the Contract
becoming a Modified Endowment Contract.

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

Under certain circumstances, the Code requires two or more Modified
Endowment Contracts issued during a calendar year period, to be treated as
a single contract for purposes of applying the above rules.

Withholding. The taxable portion of any amounts received under the Contract will
be subject to withholding to meet federal income tax obligations if the Contract
owner fails to elect that no taxes be withheld or in certain other
circumstances. Contract owners who do not provide a social security number or
other taxpayer identification number will not be permitted to elect out of
withholding. All recipients may be subject to penalties under the estimated tax
payment rules if withholding and estimated tax payments are not sufficient.

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

<PAGE>

the Contract owner or a grandchild of the Contract owner may have Generation
Skipping Transfer tax consequences under section 2601 of the Code.

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

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

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

Contracts Issued In Connection With Tax-Qualified Pension Plans. The Contracts
may be acquired in connection with the funding of retirement plans satisfying
the qualification requirements of section 401 of the Internal Revenue Code. Such
Contracts may be issued with a minimum face amount of $25,000, and increases and
decreases in face amount may be effected in minimum increments of $10,000. The
monthly charge for anticipated mortality costs and the scheduled premiums under
such Contracts will be the same for male and female insureds of a particular age
and underwriting classification. Illustrations reflecting such premiums and
charges will be given to purchasers of Contracts issued in connection with
qualified plans. Only certain of the riders normally available with the
Contracts are available to Contracts issued in connection with qualified plans.
See Riders, page 27. Moreover, variable reduced paid-up insurance and payment of
cash surrender value are the only options on lapse available to Contracts issued
in connection with qualified plans. See Options on Lapse, page 23. Finally,
Contracts issued in connection with qualified plans may not invest in the Real
Property Account.

Prior to purchase of a Contract in connection with a qualified plan, the
provisions of the Code relating to such plans and life insurance thereunder
should be examined.

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 of New Jersey has been advised that the staff of the
Securities and Exchange Commission has not reviewed the disclosure in this
prospectus relating to the fixed-rate option. Disclosure regarding the
fixed-rate option may, however, be subject to certain generally applicable
provisions of federal securities laws relating to the accuracy and completeness
of statements made in prospectuses.

As explained earlier, a Contract owner may elect to allocate, either initially
or by transfer, all or part of the amount credited under the Contract to a
fixed-rate option, and the amount so allocated or transferred becomes part of
Pruco Life of New Jersey's general assets. Sometimes this is referred to as
Pruco Life of New Jersey's general account, which consists of all assets owned
by Pruco Life of New Jersey other than those in the Account and in other
separate accounts that have been or may be established by Pruco Life of New
Jersey. Subject to applicable law, Pruco Life of New Jersey has sole discretion
over the investment of the assets of the general account, and Contract owners do
not share in the investment experience of those assets. Instead, Pruco Life of
New Jersey guarantees that the part of the Contract fund allocated to the
fixed-rate option will accrue interest daily at an effective annual rate that
Pruco Life of New Jersey declares periodically, but not less than an effective
annual rate of 4%. Currently, declared interest rates remain in effect from the
date money is allocated to the fixed-rate option until the Monthly date in the
same month in the following year. Thereafter, a new crediting rate will be
declared each year and will remain in effect for the calendar year. Pruco Life
of New Jersey reserves the right to change this practice. Pruco Life of New
Jersey is not obligated to credit interest at a higher rate than 4%, although in
its sole discretion it may do so. Different crediting rates may be declared for
different portions of the Contract fund allocated to the fixed-rate option. On
request, a Contract owner will be advised of the interest rates that currently
apply to his or her Contract.

Transfers from the fixed-rate option are subject to strict limits. (See
Transfers, page 10). The payment of any cash surrender value attributable to the
fixed-rate option may be delayed up to 6 months (see When Proceeds are Paid,
page 19).

<PAGE>

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

Other General Contract Provisions.

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

Incontestability. After the Contract has been in force during the insured's
lifetime for 2 years from the Contract date or, with respect to any change in
the Contract that requires Pruco Life of New Jersey's approval and could
increase its liability, after the change has been in effect during the insured's
lifetime for 2 years from the effective date of the change, Pruco Life of New
Jersey will not contest its liability under the Contract in accordance with its
terms.

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

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

If the insured, whether sane or insane, dies by suicide within 2 years from the
effective date of an increase in the face amount of insurance, Pruco Life of New
Jersey will pay, with respect to the amount of the increase, no more than the
sum of the scheduled premiums attributable to the increase.

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

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

Riders. When the Contract is first issued, the owner may be able to obtain extra
fixed benefits which may require an additional premium. These benefits will be
described in what is known as a "rider" to the Contract. Charges for riders will
be taken out of the Contract's Contract fund on each Monthly date. One rider
pays an additional amount if the insured dies in an accident. Others waive
certain premiums if the insured is disabled within the meaning of the provision
(or, in the case of a Contract issued on an insured under the age of 15, if the
applicant dies or becomes disabled within the meaning of the provision). Others
pay an additional amount if the insured dies within a stated number of years
after issue; similar term insurance riders may be available for the insured's
spouse or child. The amounts of these benefits are fully guaranteed at issue;
they do not depend on the performance of the Account. Certain restrictions may
apply; they are clearly described in the applicable rider. Any Pruco Life of New
Jersey representative authorized to sell the Contract can explain these riders
further. Samples of the provisions are available from Pruco Life of New Jersey
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 of New Jersey will have the right to refuse to accept further
premiums. See When a Contract Becomes Paid-Up, page 15.

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.

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

27
<PAGE>

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

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

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

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

Substitution of Series Fund Shares. Although Pruco Life of New Jersey believes
it to be unlikely, it is possible that in the judgment of its management, one or
more of the portfolios of the Series Fund may become unsuitable for investment
by Contract owners because of investment policy changes, tax law changes or the
unavailability of shares for investment. In that event, Pruco Life of New Jersey
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 of New Jersey is subject to regulation and
supervision by the Department of Insurance of the State of New Jersey, 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 of New Jersey 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 of New Jersey
is required to file with New Jersey and other jurisdictions a separate statement
with respect to the operations of all its variable contract accounts, in a form
promulgated by the National Association of Insurance Commissioners.

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

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

28
<PAGE>

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

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

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

29
<PAGE>
DIRECTORS AND OFFICERS

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

DIRECTORS OF PRUCO LIFE OF NEW JERSEY

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

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

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

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

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

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

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

OFFICERS WHO ARE NOT DIRECTORS

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

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

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

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

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

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

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

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

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

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

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

* Subsidiary of The Prudential

<PAGE>

FINANCIAL STATEMENTS OF
PRUCO LIFE OF NEW JERSEY VARIABLE APPRECIABLE ACCOUNT

STATEMENTS OF NET ASSETS

December 31, 1994

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

AGGRESSIVELY
MONEY COMMON MANAGED
TOTAL MARKET BOND STOCK FLEXIBLE
-------------- -------------- -------------- -------------- --------------
<S> <C> <C> <C> <C> <C>
ASSETS
Investment in shares of The Prudential Series
Fund, Inc.
Portfolios at net asset value [Note 2]........ $ 466,801,960 $ 6,923,670 $ 18,057,115 $ 103,806,408 $ 233,718,269
Receivable from Related Separate Account........ 4,824 0 0 0 0
-------------- -------------- -------------- -------------- --------------
Total Assets.................................. $ 466,806,784 $ 6,923,670 $ 18,057,115 $ 103,806,408 $ 233,718,269
-------------- -------------- -------------- -------------- --------------
LIABILITIES
Payable to Related Separate Account............. 9,759 0 0 9,759 0
-------------- -------------- -------------- -------------- --------------
NET ASSETS........................................ $ 466,797,025 $ 6,923,670 $ 18,057,115 $ 103,796,649 $ 233,718,269
-------------- -------------- -------------- -------------- --------------
-------------- -------------- -------------- -------------- --------------
NET ASSETS, representing:
Equity of Contract owners....................... $ 466,021,643 $ 6,901,830 $ 17,994,616 $ 103,714,129 $ 233,517,300
Equity of Pruco Life Insurance Company of New
Jersey........................................ 775,382 21,840 62,499 82,520 200,969
-------------- -------------- -------------- -------------- --------------
$ 466,797,025 $ 6,923,670 $ 18,057,115 $ 103,796,649 $ 233,718,269
-------------- -------------- -------------- -------------- --------------
-------------- -------------- -------------- -------------- --------------
</TABLE>

STATEMENTS OF OPERATIONS

For the year ended December 31, 1994

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

AGGRESSIVELY
MONEY COMMON MANAGED
TOTAL MARKET BOND STOCK FLEXIBLE
-------------- -------------- -------------- -------------- --------------
<S> <C> <C> <C> <C> <C>
INVESTMENT INCOME
Dividend distributions received................. $ 13,844,086 $ 266,176 $ 1,183,478 $ 2,326,534 $ 6,399,269

EXPENSES
Charges to Contract owners for assuming
mortality risk and expense risk [Note 3A]..... 2,760,343 39,311 110,587 614,883 1,375,417
Reimbursement for excess expenses [Note 3D]..... (922,452) (4,248) (10,177) (145,193) (595,211)
-------------- -------------- -------------- -------------- --------------
NET EXPENSES...................................... 1,837,891 35,063 100,410 469,690 780,206
-------------- -------------- -------------- -------------- --------------
NET INVESTMENT INCOME (LOSS)...................... 12,006,195 231,113 1,083,068 1,856,844 5,619,063
-------------- -------------- -------------- -------------- --------------
NET REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS
Capital gains distributions received............ 12,135,274 0 41,781 4,322,517 6,536,164
Realized gain (loss) on shares redeemed
[average cost basis].......................... 1,203,189 0 (104) 515,498 469,942
Net unrealized loss on investments.............. (33,188,850) 0 (1,843,417) (4,328,575) (20,633,412)
-------------- -------------- -------------- -------------- --------------
NET GAIN (LOSS) ON INVESTMENTS.................... (19,850,387) 0 (1,801,740) 509,440 (13,627,306)
-------------- -------------- -------------- -------------- --------------
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS....................... $ (7,844,192) $ 231,113 $ (718,672) $ 2,366,284 $ (8,008,243)
-------------- -------------- -------------- -------------- --------------
-------------- -------------- -------------- -------------- --------------
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A7 AND A8.
A1

<PAGE>

STATEMENTS OF NET ASSETS (CONTINUED)
December 31, 1994
<TABLE>
<CAPTION>
SUBACCOUNTS (CONTINUED)
------------------------------------------------------------------------------

CONSERVATIVELY HIGH HIGH
MANAGED YIELD STOCK DIVIDEND NATURAL
FLEXIBLE BOND INDEX STOCK RESOURCES
-------------- -------------- -------------- -------------- --------------
<S> <C> <C> <C> <C> <C>
ASSETS
Investment in shares of The Prudential Series
Fund, Inc.
Portfolios at net asset value [Note 2]........ $ 81,590,657 $ 4,687,348 $ 4,441,033 $ 4,190,832 $ 7,301,464
Receivable from Related Separate Account........ 0 0 0 0 4,824
-------------- -------------- -------------- -------------- --------------
Total Assets.................................. $ 81,590,657 $ 4,687,348 $ 4,441,033 $ 4,190,832 $ 7,306,288
-------------- -------------- -------------- -------------- --------------
LIABILITIES
Payable to Related Separate Account............. 0 0 0 0 0
-------------- -------------- -------------- -------------- --------------
NET ASSETS........................................ $ 81,590,657 $ 4,687,348 $ 4,441,033 $ 4,190,832 $ 7,306,288
-------------- -------------- -------------- -------------- --------------
-------------- -------------- -------------- -------------- --------------
NET ASSETS, representing:
Equity of Contract owners....................... $ 81,326,963 $ 4,677,151 $ 4,429,142 $ 4,161,761 $ 7,306,288
Equity of Pruco Life Insurance Company of New
Jersey........................................ 263,694 10,197 11,891 29,071 0
-------------- -------------- -------------- -------------- --------------
$ 81,590,657 $ 4,687,348 $ 4,441,033 $ 4,190,832 $ 7,306,288
-------------- -------------- -------------- -------------- --------------
-------------- -------------- -------------- -------------- --------------

GLOBAL GOVERNMENT
EQUITY SECURITIES
-------------- --------------
<S> <C> <C>
ASSETS
Investment in shares of The Prudential Series
Fund, Inc.
Portfolios at net asset value [Note 2]........ $ 1,205,687 $ 879,477
Receivable from Related Separate Account........ 0 0
-------------- --------------
Total Assets.................................. $ 1,205,687 $ 879,477
-------------- --------------
LIABILITIES
Payable to Related Separate Account............. 0 0
-------------- --------------
NET ASSETS........................................ $ 1,205,687 $ 879,477
-------------- --------------
-------------- --------------
NET ASSETS, representing:
Equity of Contract owners....................... $ 1,141,184 $ 851,279
Equity of Pruco Life Insurance Company of New
Jersey........................................ 64,503 28,198
-------------- --------------
$ 1,205,687 $ 879,477
-------------- --------------
-------------- --------------
</TABLE>

STATEMENTS OF OPERATIONS (CONTINUED)
For the year ended December 31, 1994
<TABLE>
<CAPTION>
SUBACCOUNTS (CONTINUED)
------------------------------------------------------------------------------

CONSERVATIVELY HIGH HIGH
MANAGED YIELD STOCK DIVIDEND NATURAL
FLEXIBLE BOND INDEX STOCK RESOURCES
-------------- -------------- -------------- -------------- --------------
<S> <C> <C> <C> <C> <C>
INVESTMENT INCOME
Dividend distributions received................. $ 2,807,857 $ 475,529 $ 106,250 $ 144,248 $ 73,853

EXPENSES
Charges to Contract owners for assuming
mortality risk and expense risk [Note 3A]..... 489,251 29,143 25,982 22,392 45,481
Reimbursement for excess expenses [Note 3D]..... (167,623) 0 0 0 0
-------------- -------------- -------------- -------------- --------------
NET EXPENSES...................................... 321,628 29,143 25,982 22,392 45,481
-------------- -------------- -------------- -------------- --------------
NET INVESTMENT INCOME (LOSS)...................... 2,486,229 446,386 80,268 121,856 28,372
-------------- -------------- -------------- -------------- --------------
NET REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS
Capital gains distributions received............ 863,296 0 6,533 215,095 149,531
Realized gain (loss) on shares redeemed
[average cost basis].......................... 84,451 52,883 34,397 30,957 12,569
Net unrealized loss on investments.............. (4,531,190) (661,387) (106,816) (353,186) (556,096)
-------------- -------------- -------------- -------------- --------------
NET GAIN (LOSS) ON INVESTMENTS.................... (3,583,443) (608,504) (65,886) (107,134) (393,996)
-------------- -------------- -------------- -------------- --------------
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS....................... $ (1,097,214) $ (162,118) $ 14,382 $ 14,722 $ (365,624)
-------------- -------------- -------------- -------------- --------------
-------------- -------------- -------------- -------------- --------------

GLOBAL GOVERNMENT
EQUITY* SECURITIES
-------------- --------------
<S> <C> <C>
INVESTMENT INCOME
Dividend distributions received................. $ 1,855 $ 59,037
EXPENSES
Charges to Contract owners for assuming
mortality risk and expense risk [Note 3A]..... 2,230 5,666
Reimbursement for excess expenses [Note 3D]..... 0 0
-------------- --------------
NET EXPENSES...................................... 2,230 5,666
-------------- --------------
NET INVESTMENT INCOME (LOSS)...................... (375) 53,371
-------------- --------------
NET REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS
Capital gains distributions received............ 357 0
Realized gain (loss) on shares redeemed
[average cost basis].......................... 1,151 1,445
Net unrealized loss on investments.............. (60,675) (114,096)
-------------- --------------
NET GAIN (LOSS) ON INVESTMENTS.................... (59,167) (112,651)
-------------- --------------
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS....................... $ (59,542) $ (59,280)
-------------- --------------
-------------- --------------
*Commenced
Business
on 5/1/94
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A7 AND A8.
A2

<PAGE>

FINANCIAL STATEMENTS OF
PRUCO LIFE OF NEW JERSEY VARIABLE APPRECIABLE ACCOUNT

STATEMENTS OF CHANGES IN NET ASSETS

For the years ended December 31, 1994 and 1993

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

MONEY
TOTAL MARKET BOND
------------------------------ ------------------------------ ------------------------------
1993
1994 (AS RESTATED) 1994 1993 1994 1993
-------------- -------------- -------------- -------------- -------------- --------------
<S> <C> <C> <C> <C> <C> <C>

OPERATIONS:
Net investment income (loss)..... $ 12,006,195 $ 11,507,581 $ 231,113 $ 160,407 $ 1,083,068 $ 987,614
Capital gains distributions
received....................... 12,135,274 20,428,636 0 0 41,781 259,148
Realized gain (loss) on shares
redeemed
[average cost basis]........... 1,203,189 1,862,297 0 0 (104) 78,754
Net unrealized gain (loss) on
investments.................... (33,188,850) 26,253,947 0 0 (1,843,417) 383,161
-------------- -------------- -------------- -------------- -------------- --------------

NET INCREASE (DECREASE) IN NET
ASSETS
RESULTING FROM OPERATIONS........ (7,844,192) 60,052,461 231,113 160,407 (718,672) 1,708,677
-------------- -------------- -------------- -------------- -------------- --------------

NET INCREASE (DECREASE) IN NET
ASSETS
RESULTING FROM PREMIUM PAYMENTS
AND OTHER OPERATING TRANSFERS.... 13,952,723 16,151,384 346,388 (740,979) (516,748) (421,726)
-------------- -------------- -------------- -------------- -------------- --------------

NET INCREASE (DECREASE) IN NET
ASSETS
RESULTING FROM SURPLUS
TRANSFERS........................ 230 (403,451) (14,326) (368,070) 30,158 (3,715)
-------------- -------------- -------------- -------------- -------------- --------------

TOTAL INCREASE (DECREASE)
IN NET ASSETS.................... 6,108,761 75,800,394 563,175 (948,642) (1,205,262) 1,283,236

NET ASSETS:
Beginning of year................ 460,688,264 384,887,870 6,360,495 7,309,137 19,262,377 17,979,141
-------------- -------------- -------------- -------------- -------------- --------------
End of year...................... $ 466,797,025 $ 460,688,264 $ 6,923,670 $ 6,360,495 $ 18,057,115 $ 19,262,377
-------------- -------------- -------------- -------------- -------------- --------------
-------------- -------------- -------------- -------------- -------------- --------------
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A7 AND A8.
A3

<PAGE>

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

For the years ended December 31, 1994 and 1993
<TABLE>
<CAPTION>
SUBACCOUNTS (CONTINUED)
--------------------------------------------------------------

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

OPERATIONS:
Net investment income (loss)..... $ 1,856,844 $ 1,376,665 $ 5,619,063 $ 6,280,495
Capital gains distributions
received....................... 4,322,517 4,941,873 6,536,164 11,902,634
Realized gain (loss) on shares
redeemed
[average cost basis]........... 515,498 284,304 469,942 418,824
Net unrealized gain (loss) on
investments.................... (4,328,575) 11,249,114 (20,633,412) 10,810,912
-------------- -------------- -------------- --------------

NET INCREASE (DECREASE) IN NET
ASSETS
RESULTING FROM OPERATIONS........ 2,366,284 17,851,956 (8,008,243) 29,412,865
-------------- -------------- -------------- --------------

NET INCREASE (DECREASE) IN NET
ASSETS
RESULTING FROM PREMIUM PAYMENTS
AND OTHER OPERATING TRANSFERS.... (624,287) 814,683 10,588,266 11,993,656
-------------- -------------- -------------- --------------

NET INCREASE (DECREASE) IN NET
ASSETS
RESULTING FROM SURPLUS
TRANSFERS........................ (81,783) 130,226 28,940 (43,261)
-------------- -------------- -------------- --------------

TOTAL INCREASE (DECREASE)
IN NET ASSETS.................... 1,660,214 18,796,865 2,608,963 41,363,260

NET ASSETS:
Beginning of year................ 102,136,435 83,339,570 231,109,306 189,746,046
-------------- -------------- -------------- --------------
End of year...................... $ 103,796,649 $ 102,136,435 $ 233,718,269 $ 231,109,306
-------------- -------------- -------------- --------------
-------------- -------------- -------------- --------------

CONSERVATIVELY HIGH
MANAGED YIELD
FLEXIBLE BOND
------------------------------ ------------------------------
1993
1994 1993 1994 (AS RESTATED)
-------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
OPERATIONS:
Net investment income (loss)..... $ 2,486,229 $ 2,062,592 $ 446,386 $ 391,403
Capital gains distributions
received....................... 863,296 3,025,676 0 0
Realized gain (loss) on shares
redeemed
[average cost basis]........... 84,451 129,112 52,883 844,164
Net unrealized gain (loss) on
investments.................... (4,531,190) 3,136,483 (661,387) (77,983)
-------------- -------------- -------------- --------------
NET INCREASE (DECREASE) IN NET
ASSETS
RESULTING FROM OPERATIONS........ (1,097,214) 8,353,863 (162,118) 1,157,584
-------------- -------------- -------------- --------------
NET INCREASE (DECREASE) IN NET
ASSETS
RESULTING FROM PREMIUM PAYMENTS
AND OTHER OPERATING TRANSFERS.... 1,744,736 1,914,942 (144,528) (4,887,003)
-------------- -------------- -------------- --------------
NET INCREASE (DECREASE) IN NET
ASSETS
RESULTING FROM SURPLUS
TRANSFERS........................ 139,892 (180,905) (156,329) 112,393
-------------- -------------- -------------- --------------
TOTAL INCREASE (DECREASE)
IN NET ASSETS.................... 787,414 10,087,900 (462,975) (3,617,026)
NET ASSETS:
Beginning of year................ 80,803,243 70,715,343 5,150,323 8,767,349
-------------- -------------- -------------- --------------
End of year...................... $ 81,590,657 $ 80,803,243 $ 4,687,348 $ 5,150,323
-------------- -------------- -------------- --------------
-------------- -------------- -------------- --------------
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A7 AND A8.
A4

<PAGE>

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

For the years ended December 31, 1994 and 1993

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

HIGH
STOCK DIVIDEND NATURAL
INDEX STOCK RESOURCES
------------------------------ ------------------------------ ------------------------------
1994 1993 1994 1993 1994 1993
-------------- -------------- -------------- -------------- -------------- --------------
<S> <C> <C> <C> <C> <C> <C>

OPERATIONS:
Net investment income (loss)..... $ 80,268 $ 73,183 $ 121,856 $ 67,118 $ 28,372 $ 63,172
Capital gains distributions
received....................... 6,533 9,406 215,095 99,483 149,531 186,456
Realized gain (loss) on shares
redeemed
[average cost basis]........... 34,397 61,647 30,957 0 12,569 7,036
Net unrealized gain (loss) on
investments.................... (106,816) 205,952 (353,186) 203,475 (556,096) 317,286
-------------- -------------- -------------- -------------- -------------- --------------

NET INCREASE (DECREASE) IN NET
ASSETS
RESULTING FROM OPERATIONS........ 14,382 350,188 14,722 370,076 (365,624) 573,950
-------------- -------------- -------------- -------------- -------------- --------------

NET INCREASE (DECREASE) IN NET
ASSETS
RESULTING FROM PREMIUM PAYMENTS
AND OTHER OPERATING TRANSFERS.... 64,430 362,651 1,011,765 1,452,532 372,914 5,975,976
-------------- -------------- -------------- -------------- -------------- --------------

NET INCREASE (DECREASE) IN NET
ASSETS
RESULTING FROM SURPLUS
TRANSFERS........................ 3,553 (33,442) (6,373) 7,721 (24,609) (22,670)
-------------- -------------- -------------- -------------- -------------- --------------

TOTAL INCREASE (DECREASE)
IN NET ASSETS.................... 82,365 679,397 1,020,114 1,830,329 (17,319) 6,527,256

NET ASSETS:
Beginning of year................ 4,358,668 3,679,271 3,170,718 1,340,389 7,323,607 796,351
-------------- -------------- -------------- -------------- -------------- --------------
End of year...................... $ 4,441,033 $ 4,358,668 $ 4,190,832 $ 3,170,718 $ 7,306,288 $ 7,323,607
-------------- -------------- -------------- -------------- -------------- --------------
-------------- -------------- -------------- -------------- -------------- --------------
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A7 AND A8.
A5

<PAGE>

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

For the years ended December 31, 1994 and 1993

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

GLOBAL GOVERNMENT
EQUITY* SECURITIES
-------------- ------------------------------
1994 1994 1993
-------------- -------------- --------------
<S> <C> <C> <C>

OPERATIONS:
Net investment income (loss)..... $ (375) $ 53,371 $ 44,932
Capital gains distributions
received....................... 357 0 3,960
Realized gain (loss) on shares
redeemed
[average cost basis]........... 1,151 1,445 38,456
Net unrealized gain (loss) on
investments.................... (60,675) (114,096) 25,547
-------------- -------------- --------------

NET INCREASE (DECREASE) IN NET
ASSETS
RESULTING FROM OPERATIONS........ (59,542) (59,280) 112,895
-------------- -------------- --------------

NET INCREASE (DECREASE) IN NET
ASSETS
RESULTING FROM PREMIUM PAYMENTS
AND OTHER OPERATING TRANSFERS.... 1,200,810 (91,023) (313,348)
-------------- -------------- --------------

NET INCREASE (DECREASE) IN NET
ASSETS
RESULTING FROM SURPLUS
TRANSFERS........................ 64,419 16,688 (1,728)
-------------- -------------- --------------

TOTAL INCREASE (DECREASE)
IN NET ASSETS.................... 1,205,687 (133,615) (202,181)

NET ASSETS:
Beginning of year................ 0 1,013,092 1,215,273
-------------- -------------- --------------
End of year...................... $ 1,205,687 $ 879,477 $ 1,013,092
-------------- -------------- --------------
-------------- -------------- --------------
*Commenced
Business on
5/1/94
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A7 AND A8.
A6

<PAGE>

NOTES TO FINANCIAL STATEMENTS OF
PRUCO LIFE OF NEW JERSEY VARIABLE APPRECIABLE ACCOUNT
FOR THE YEARS ENDED DECEMBER 31, 1994 AND DECEMBER 31, 1993

NOTE 1: GENERAL

Pruco Life of New Jersey Variable Appreciable Account (the "Account") was
established on January 13, 1984 under New Jersey law as a separate investment
account of Pruco Life Insurance Company of New Jersey ("Pruco Life of New
Jersey") which is a wholly-owned subsidiary of Pruco Life Insurance Company (an
Arizona domiciled company) and is indirectly wholly-owned by The Prudential
Insurance Company of America ("The Prudential"). The assets of the Account are
segregated from Pruco Life of New Jersey's other assets. The two products that
invest in the Account are Pruco Life of New Jersey Variable Appreciable Life
("VAL") and Pruco Life of New Jersey PRUvider Variable Appreciable Life
("PRUvider").

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

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

NOTE 2: INVESTMENT INFORMATION FOR THE PRUDENTIAL SERIES FUND, INC. PORTFOLIOS

The net asset value per share for each portfolio of the Series Fund, the number
of shares of each portfolio held by the subaccounts of the Account and the
aggregate cost of investments in such shares at December 31, 1994 were as
follows:

<TABLE>
<CAPTION>
PORTFOLIOS
----------------------------------------------------------
AGGRESSIVELY
PORTFOLIO MONEY COMMON MANAGED
INFORMATION MARKET BOND STOCK FLEXIBLE
- ---------------------------- ------------ ------------- ------------- --------------
<S> <C> <C> <C> <C>
Number of shares: 692,367 1,798,813 5,023,933 15,082,481
Net asset value per share: $ 10.0000 $ 10.0384 $ 20.6624 $ 15.4960
Cost: $ 6,923,670 $ 18,986,660 $ 86,394,821 $ 224,631,831
</TABLE>

<TABLE>
<CAPTION>
PORTFOLIOS (CONTINUED)
---------------------------------------------------------
CONSERVATIVELY HIGH HIGH
PORTFOLIO MANAGED YIELD STOCK DIVIDEND
INFORMATION FLEXIBLE BOND INDEX STOCK
- ---------------------------- --------------- ------------ ------------ ------------
<S> <C> <C> <C> <C>
Number of shares: 5,788,641 636,016 296,919 289,339
Net asset value per share: $ 14.0950 $ 7.3655 $ 14.9571 $ 14.4842
Cost: $ 77,606,684 $ 4,670,190 $ 3,761,603 $ 4,215,955
</TABLE>

<TABLE>
<CAPTION>
PORTFOLIOS (CONTINUED)
----------------------------------------
PORTFOLIO NATURAL GLOBAL GOVERNMENT
INFORMATION RESOURCES EQUITY SECURITIES
- ---------------------------- ------------ ------------ ------------
<S> <C> <C> <C>
Number of shares: 505,530 86,872 84,069
Net asset value per share: $ 14.4432 $ 13.8789 $ 10.4614
Cost: $ 7,501,044 $ 1,266,362 $ 925,881
</TABLE>

NOTE 3: CHARGES AND EXPENSES

A. Mortality Risk and Expense Risk Charges

The mortality risk and expense risk charges at an effective annual rate of
0.60% are applied daily against the net assets representing equity of VAL
Contract owners held in each subaccount.

The mortality risk and expense risk charges at an effective annual rate of
0.90% are applied daily against the net assets representing equity of
PRUvider Contract owners held in each subaccount.

<PAGE>

B. Deferred Sales Charge

A deferred sales charge is imposed upon the surrender of certain variable
life insurance contracts to compensate Pruco Life of New Jersey 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 $15 charge is imposed in connection with partial withdrawals of the cash
surrender value from certain variable life insurance contracts.

D. Expense Reimbursement

Pursuant to a prior merger agreement, the Account is reimbursed by Pruco
Life of New Jersey for expenses in excess of 0.40% of the VAL product's
average daily net assets incurred by the Money Market, Bond, Common Stock,
Aggressively Managed Flexible and the Conservatively Managed Flexible
Portfolios of the Series Fund.

NOTE 4: TAXES

The operations of the subaccounts form a part of, and are taxed with, the
operations of Pruco Life of New Jersey. Under the Internal Revenue Code, all
ordinary income and capital gains allocated to the Contract owners are not taxed
to Pruco Life of New Jersey. As a result, the net asset values of the
subaccounts are not affected by federal income taxes on distributions received
by the subaccounts.

NOTE 5: NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM SURPLUS TRANSFERS

The increase (decrease) in net assets resulting from surplus transfers
represents the net contributions of Pruco Life of New Jersey to the Account.

NOTE 6: RELATED PARTY TRANSACTIONS

The Prudential has purchased multiple individual VAL contracts of the Account
insuring the lives of certain employees. The Prudential is the owner and
beneficiary of the contracts. Net premium payments of approximately $12.0
million for the each of the years ended December 31, 1994 and December 31, 1993,
respectively, were directed to the Aggressively Managed Flexible subaccount.
Equity of Contract owners in that subaccount at December 31, 1994 and December
31, 1993 includes approximately $73.6 million and $65.5 million, respectively,
owned by The Prudential.

NOTE 7: RESTATEMENT

Subsequent to the issuance of the Account's previously issued December 31, 1993
financial statements, Pruco Life of New Jersey determined that in the High Yield
Bond subaccount, net assets and net increase in net assets resulting from
operations were overstated by approximately $31,256 due to the overvaluation of
a security held in the High Yield Bond Portfolio of the Series Fund at December
31, 1993. Accordingly, the comparative 1993 financial information included in
the statements of changes in net assets of the Account has been restated.

<PAGE>

INDEPENDENT AUDITORS' REPORT

To the Contract Owners of
Pruco Life of New Jersey Variable Appreciable
Account and the Board of Directors
of Pruco Life Insurance Company of New Jersey
Newark, New Jersey

We have audited the accompanying statements of net assets of Pruco Life of New
Jersey Variable Appreciable Account of Pruco Life Insurance Company of New
Jersey (comprising, respectively, the Money Market, Bond, Common Stock,
Aggressively Managed Flexible, Conservatively Managed Flexible, High Yield Bond,
Stock Index, High Dividend Stock, Natural Resources, Global Equity and
Government Securities subaccounts) as of December 31, 1994, the related
statements of operations for the periods presented in the year then ended, and
the statements of changes in net assets for each of the periods presented in the
two years then ended. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures included
confirmation of securities owned as of December 31, 1994. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all material
respects, the financial position of each of the respective subaccounts
constituting the Pruco Life of New Jersey Variable Appreciable Account as of
December 31, 1994, the results of their operations, and the changes in their net
assets for the respective stated periods in conformity with generally accepted
accounting principles.

As discussed in Note 7, the 1993 financial statements of Pruco Life of New
Jersey Variable Appreciable Account have been restated.

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

<PAGE>

FINANCIAL STATEMENTS OF
PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY

STATEMENTS OF FINANCIAL POSITION

December 31,
----------------------
1994 1993
---------- ----------
($000'S)
ASSETS
Fixed maturities (market value
$509,821 and $606,543)............ $ 527,304 $ 587,213
Policy loans........................ 85,277 69,766
Short-term investments.............. 41,695 29,599
---------- ----------
Total Investments................. 654,276 686,578
Cash................................ 17 37
Accrued investment income........... 11,262 10,583
Premiums due and deferred........... 2,753 3,021
Receivable from affiliates.......... 1,827 1,695
Federal income taxes--from
affiliate......................... 8,597 149
Other assets........................ 1,549 4,309
Assets held in Separate Accounts.... 642,049 646,083
---------- ----------
TOTAL ASSETS.......................... $1,322,330 $1,352,455
========== ==========

LIABILITIES AND STOCKHOLDER'S EQUITY

LIABILITIES:
Policy liabilities and insurance
reserves:
Future policy benefits and
claims.......................... $ 497,353 $ 537,725
Other policy claims and benefits
payable......................... 3,268 3,132
Interest Maintenance Reserve
(IMR)........................... 6,931 14,440
Payable to affiliates............... 4,568 7,987
Other liabilities................... 14,117 3,595
Asset Valuation Reserve (AVR)....... 5,512 5,306
Liabilities related to Separate
Accounts.......................... 627,515 630,328
---------- ----------
Total Liabilities..................... 1,159,264 1,202,513
---------- ----------
STOCKHOLDER'S EQUITY:
Common Stock, $5 par value; 400,000
shares authorized, issued and
outstanding....................... 2,000 2,000
Paid-in capital..................... 125,000 125,000
Unassigned surplus.................. 36,066 22,942
---------- ----------
Total Stockholder's Equity............ 163,066 149,942
---------- ----------
TOTAL LIABILITIES AND
STOCKHOLDER'S EQUITY................ $1,322,330 $1,352,455
========== ==========

STATEMENTS OF OPERATIONS

Years ended
December 31,
--------------------------------
1994 1993 1992
--------- --------- ---------
($000'S)
REVENUE
Premiums and annuity
considerations............. $ 106,117 $ 105,390 $ 100,371
Net investment income........ 44,381 47,700 53,063
Net realized investment
gains/(losses)............. (2,825) 6,066 10,296
Other income................. 3,201 2,831 2,570
--------- --------- ---------
Total Revenue.................. 150,874 161,987 166,300
--------- --------- ---------
BENEFITS AND EXPENSES
Current and future benefits
and claims................. 100,555 100,514 98,016
Commission expenses.......... 3,075 3,038 2,766
General, administrative and
other expenses............. 17,149 19,182 19,371
--------- --------- ---------
Total Benefits And
Expenses..................... 120,779 122,734 120,153
--------- --------- ---------
Income before provision in
lieu of federal income
tax........................ 30,095 39,253 46,147
Provision in lieu of federal
income tax................. (16,765) (19,460) (22,701)
--------- --------- ---------
NET INCOME..................... $ 13,330 $ 19,793 $ 23,446
========= ========= =========

SEE NOTES TO THE FINANCIAL STATEMENTS

<PAGE>

FINANCIAL STATEMENTS OF
PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY

STATEMENTS OF STOCKHOLDER'S EQUITY

Years ended
December 31,
-------------------------------
1994 1993 1992
--------- --------- ---------
($000'S)
Common Stock
Balance, beginning of year... $ 2,000 $ 2,000 $ 2,000
Issued during year........... - - -
--------- --------- ---------
Balance, end of year......... 2,000 2,000 2,000
--------- --------- ---------
Paid-in Capital
Balance, beginning of year... 125,000 125,000 125,000
Paid-in during year.......... - - -
--------- --------- ---------
Balance, end of year......... 125,000 125,000 125,000
--------- --------- ---------
Unassigned Surplus
Balance, beginning of year... 22,942 29,333 33,255
Net income................... 13,330 19,793 23,446
Net unrealized investment
gains...................... - - 810
Increase in AVR.............. (206) (184) (1,016)
Dividends to stockholder..... - (26,000) (27,162)
--------- --------- ---------
Balance, end of year......... 36,066 22,942 29,333
--------- --------- ---------
TOTAL STOCKHOLDER'S EQUITY..... $ 163,066 $ 149,942 $ 156,333
========= ========= =========

STATEMENTS OF CASH FLOWS

Years ended
December 31,
-------------------------------
1994 1993 1992
--------- --------- ---------
($000'S)
CASH FLOW FROM OPERATING
ACTIVITIES
Net income................. $ 13,330 $ 19,793 $ 23,446
Adjustments to reconcile
net income to net cash
from operations:
Increase (decrease) in
policy liabilities and
insurance reserves..... (40,237) (13,998) 22,323
Net decrease in Separate
Accounts............... 1,220 3,426 1,336
Net realized
investment(gains)/
losses................. 2,825 (6,066) (10,296)
Amortization and other
non-cash items......... 1,696 1,791 108

STATEMENTS OF CASH FLOWS (cont'd)

Years ended
December 31,
-------------------------------
1994 1993 1992
--------- --------- ---------
($000'S)
(Increase) decrease in
operating assets:
Policy loans........... (15,511) (13,921) (15,177)
Accrued investment
income............... (679) 500 534
Premiums due and
deferred............. 268 115 11,596
Receivable from
affiliates........... (132) (953) (5)
Federal income
taxes--from
affiliate............ (8,448) 4,065 (3,876)
Other assets........... 2,760 (3,808) (501)
Increase (decrease) in
operating liabilities:
Payable to
affiliates............. (3,419) 732 (1,012)
Other liabilities...... 10,522 (1,271) 985
--------- --------- ---------
Cash Flow From (Used For)
Operating Activities......... (35,805) (9,595) 29,461
--------- --------- ---------

CASH FLOW FROM INVESTING
ACTIVITIES
Proceeds from the sale/
maturity of:
Fixed maturities......... 705,889 443,879 578,236
Payments for the purchase
of:
Fixed maturities......... (658,008) (391,561) (642,511)
Net proceeds (payments)
of short-term
investments............ (12,096) (17,838) 35,792
--------- --------- ---------
Cash Flow From (Used For)
Investing Activities....... 35,785 34,480 (28,483)
--------- --------- ---------

CASH FLOW FROM FINANCING
ACTIVITIES
Dividends paid............. - (26,000) -
--------- --------- ---------
Net increase (decrease) in
Cash..................... (20) (1,115) 978
Cash, beginning of year.... 37 1,152 174
--------- --------- ---------
CASH, END OF YEAR............ $ 17 $ 37 $ 1,152
========= ========= =========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid in lieu of income
taxes.................... $ 17,679 $ 15,396 $ 26,576
========= ========= =========

SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND
FINANCING ACTIVITIES
Dividends paid in the form
of fixed maturities...... $ - $ - $ 27,162
========= ========= =========

SEE NOTES TO THE FINANCIAL STATEMENTS

<PAGE>

NOTES TO THE FINANCIAL STATEMENTS OF
PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY
For the Years Ended December 31, 1994, 1993, and 1992

1. General

Pruco Life Insurance Company of New Jersey (the Company), a stock life insurance
company domiciled in the State of New Jersey, is an indirect subsidiary of The
Prudential Insurance Company of America (The Prudential), a mutual life
insurance company, and a direct subsidiary of Pruco Life Insurance Company
(Pruco Life), a stock life insurance company domiciled in the State of Arizona.
The Company markets individual life insurance and single-pay deferred annuities
through The Prudential's sales force.

2. Summary of Significant Accounting Policies and Principles

A. Basis of Presentation

The financial statements are presented in conformity with Generally
Accepted Accounting Principles (GAAP), which for mutual life insurance
companies and their life insurance subsidiaries are statutory accounting
practices prescribed or permitted by state regulatory authorities in the
domiciliary states. Certain reclassifications have been made to the 1992
and 1993 financial statements and footnotes to conform to the 1994
presentation. Included in the Statement of Operations are certain items
which, under statutory accounting practices, are charged or credited
directly to surplus.

In 1994, The American Institute of Certified Public Accountants issued
Statement of Position 94-5 "Disclosures of Certain Matters in the
Financial Statements of Insurance Enterprises",("SOP 94-5"), which
requires insurance enterprises to disclose in their financial statements
the accounting methods used in their statutory financial statements that
are permitted by the state insurance departments rather than prescribed
statutory accounting practices.

Pruco Life Insurance Company of New Jersey, domiciled in the State of New
Jersey, prepares its statutory financial statements in accordance with
accounting practices prescribed or permitted by the New Jersey Department
of Insurance ("The Department"). Prescribed statutory accounting practices
include publications of the National Association of Insurance
Commissioners (NAIC), state laws, regulations, and general administrative
rules. Permitted statutory accounting practices encompass all accounting
practices not so prescribed.

The Company has established guaranty fund liabilities for the insolvencies
of certain life insurance companies. The liabilities were established net
of premium tax credits and federal income tax. Prescribed statutory
accounting practices do not address the establishment of liabilities for
guaranty fund assessments.

The Company, with permission from the Department, prepares an Annual
Report that differs from the Annual Statement filed with the Department in
that certain financial statement captions are presented differently.

The following is a reconciliation of statutory net income with net income
per the financial statements.

<TABLE>
<CAPTION>
Years ended
December 31,
-------------------------------
1994 1993 1992
--------- --------- ---------
($000'S)
<S> <C> <C> <C>
Statutory net income including net gains and losses
on sales of investments............................ $ 16,309 $ 20,075 $ 29,432
Adjustments to reconcile to net income as follows:
Change in determination of deferred premiums....... - - (5,529)
Income tax applicable to other than current year... (7,534) - -
Net gain/(loss) from operations in Separate
Accounts......................................... 1,372 (458) 433
Other.............................................. 3,183 176 (890)
--------- --------- ---------
Net Income........................................... $ 13,330 $ 19,793 $ 23,446
========= ========= =========

</TABLE>

B. Future Application of Accounting Standards

The Financial Accounting Standards Board (the "FASB") issued Financial
Interpretation No. 40, "Applicability of Generally Accepted Accounting
Principles to Mutual Life Insurance and Other Enterprises" which, as
amended is effective for fiscal years beginning after December 15, 1995.
Interpretation No. 40 changes the current practice of the Company with
respect to utilizing statutory basis financial statements for general

<PAGE>

NOTES TO THE FINANCIAL STATEMENTS OF
PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY
For the Years Ended December 31, 1994, 1993, and 1992

purposes in that it would not allow such financial statements to be
referred to as having been prepared in accordance with GAAP.
Interpretation No. 40 requires GAAP financial statements to apply all GAAP
pronouncements, unless specifically exempted. Implementation of the
Interpretation will require significant effort and judgement as to
determining GAAP for insurance operations. The Company is currently unable
to determine the impact of Interpretation No. 40 on its financial
statements.

C. Investments

Fixed maturities are stated at amortized cost. Short-term investments are
stated at amortized cost, which approximates fair value.

Policy loans are stated primarily at unpaid principal balances.

Realized investment gains and losses are reported based on specific
identification of the investments sold.

D. Future Policy Benefits, Losses, and Claims

Reserves for individual life insurance are calculated using various
methods, interest rates and mortality tables which produce reserves that
meet the aggregate requirements of state laws and regulations.
Approximately 7% of individual life insurance reserves are determined
using the net level premium method, or by using the greater of a net level
premium reserve or the policy cash value. About 93% of individual life
insurance reserves are calculated according to the Commissioner's Reserve
Valuation Method ("CRVM"), or methods which compare CRVM reserves to
policy cash values.

Reserves for individual annuity contracts are determined using the
Commissioner's Annuity Reserve Valuation Method.

For life insurance, unpaid claims include estimates of both death benefits
on reported claims and those which are incurred but not reported.

E. Revenue Recognition and Related Expenses

Premium revenues are recognized as income over the premium paying period
of the related policies. Annuity considerations are recognized as revenue
when received. Expenses, including new business acquisition costs such as
commissions, are charged to operations as incurred.

F. Federal Income Taxes

The Company is a member of a group of affiliated companies which join in
filing a consolidated federal tax return. Pursuant to a tax allocation
agreement, current tax liabilities are determined for individual companies
based upon their separate return basis taxable income. Members with
taxable income incur an amount in lieu of the separate return basis
federal tax. Members with a loss for tax purposes recognize a current
benefit in proportion to the amount of their losses utilized in computing
consolidated taxable income. Differences between estimated liabilities and
actual payments are included in the current year's operations as an
adjustment to the provision in lieu of income taxes. For the years 1993
and 1992, the Company was allocated a portion of the consolidated income
tax liability attributable to Section 809 in the Internal Revenue Code
(commonly referred to as the "Equity Tax"). Beginning in 1994, the Company
will no longer be allocated this Equity Tax.

Taxes on the Company are calculated under the Internal Revenue Code of
1986 which provides that life insurance companies be taxed on their gain
from operations after dividends to policyholders. In calculating this tax,
the Code requires the capitalization and amortization of policy
acquisition expenses.

G. Asset Valuation Reserve and Interest Maintenance Reserve

The Asset Valuation Reserve (AVR) and the Interest Maintenance Reserve
(IMR) are required reserves for assets of life insurance companies. The
AVR is calculated based on a statutory formula and designed to mitigate
the effect of valuation and credit related losses on unassigned surplus.

The IMR is designed to reduce the fluctuations of surplus resulting from
market interest rate movements. Predominantly all interest rate related
realized capital gains and losses are deferred and amortized into
investment income over the remaining life of the investment sold. The IMR
balance was $6.9 million and $14.4

<PAGE>

NOTES TO THE FINANCIAL STATEMENTS OF
PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY
For the Years Ended December 31, 1994, 1993, and 1992

million at December 31, 1994 and 1993 respectively. "Net realized
investment gains/(losses) of $(5.5)million and $7.2 million were deferred
in 1994 and 1993, respectively. Amortized into "Net investment income"
were $2.0 million and $2.4 million of IMR for the year ended December 31,
1994 and 1993, respectively.

H. Separate Accounts

Separate accounts represent funds for which investment income and
investment gains and losses accrue directly to, and investment risk is
borne by, the policyholders. Each account has specific investment
objectives. Assets are carried at market value. Deposits to such accounts
are included in revenues with a corresponding liability increase included
in benefits and expenses. The assets of each account are legally
segregated and are not subject to claims that arise out of any other
business of the Company. Consequently, management believes that it is
appropriate to combine Separate Account policyholder net investment income
and net realized and unrealized capital gains/(losses) along with benefit
payments and change in reserves in "Current and future benefits and
claims". Policyholder net investment income and net realized and
unrealized gains/(losses) for the years ended December 31, 1994, 1993 and
1992 were ($7) million, $86 million and $45 million, respectively.

3. Federal Income Taxes

The following is a reconciliation of the Company's federal tax provision
as computed at the federal tax rate with that computed at the Company's
effective tax rate. The below amounts include federal income tax
applicable to prior years, where appropriate.

<TABLE>
<CAPTION>
Years ended
December 31,
-------------------------------
1994 1993 1992
--------- --------- ---------
($000'S)
<S> <C> <C> <C>
Operating income before federal income taxes............. $ 30,095 $ 39,253 $ 46,147
Statutory tax rate....................................... 35% 35% 34%
--------- --------- ---------
Expected federal income taxes............................ 10,533 13,739 15,690
Tax effect of:
Statutory/tax policy reserve difference................ 4,279 1,367 (4,059)
Timing differences in tax/book income recognition on
investments.......................................... (2,743) 2,151 3,758
Timing differences in tax/book income
recognition--other................................... (78) (25) (87)
Change in determination of deferred premiums........... - - 1,880
Decrease in life insurance premium deferred and
uncollected.......................................... 94 40 726
Capitalization of policy acquisition expenses.......... 4,680 1,541 2,047
Allocated equity tax................................... - 647 2,746
--------- --------- ---------
Federal income taxes..................................... $ 16,765 $ 19,460 $ 22,701
========= ========= =========

Effective tax rate....................................... 56% 50% 49%
========= ========= =========
</TABLE>

<PAGE>

NOTES TO THE FINANCIAL STATEMENTS OF
PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY
For the Years Ended December 31, 1994, 1993, and 1992

4. NET INVESTMENT INCOME

Net investment income consisted of:

<TABLE>
<CAPTION>
Years ended
December 31,
-------------------------------
1994 1993 1992
--------- --------- ---------
($000'S)
<S> <C> <C> <C>
Gross investment income
Fixed maturities.................................... $ 36,565 $ 40,546 $ 47,722
Policy loans........................................ 4,290 3,506 2,644
Short-term investments.............................. 2,364 1,817 2,834
Other............................................... 44 25 30
--------- --------- ---------
43,263 45,894 53,230

Investment expenses................................... (906) (581) (996)
--------- --------- ---------
42,357 45,313 52,234

Amortization of Interest Maintenance Reserve.......... 2,024 2,387 829
--------- --------- ---------
Net investment income................................. $ 44,381 $ 47,700 $ 53,063
========= ========= =========
</TABLE>

5. Investments and Investment Gains/(Losses)

Net realized and unrealized gains/(losses) were as follows:

<TABLE>
<CAPTION>
Years ended
December 31,
-------------------------------
1994 1993 1992
--------- --------- ---------
($000'S)
<S> <C> <C> <C>
Realized Gains
Fixed maturities.................................... $ (8,311) $ 13,225 $ 20,767
Short-term investments.............................. 1 26 -
Tax effected amounts transferred to Interest
Maintenance Reserve................................. 5,485 (7,185) (10,471)
--------- --------- ---------
Net realized investment gains......................... $ (2,825) $ 6,066 $ 10,296
========= ========= =========
Unrealized Gains
Fixed maturities.................................... $ - $ - $ 810
--------- --------- ---------
Net unrealized investment gains....................... - - 810
Balance beginning of year............................. - - (810)
--------- --------- ---------
Balance end of year................................... $ - $ - $ -
========= ========= =========

</TABLE>

<TABLE>
<CAPTION>
Fixed Maturities
($000'S)

At December 31,
Increase (Decrease) in
Amortized Market difference between market value
cost value and amortized cost during the year
----------- --------- ----------------------------------
<S> <C> <C> <C>
1994............................... $ 527,304 $ 509,821 $ (36,813)
1993............................... 587,213 606,543 (1,472)
1992............................... 630,484 651,286 (21,101)
</TABLE>

<PAGE>

NOTES TO THE FINANCIAL STATEMENTS OF
PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY
For the Years Ended December 31, 1994, 1993, and 1992

The amortized cost and estimated market values of investments in debt securities
at December 31, 1994 and 1993 are as follows:

<TABLE>
<CAPTION>
1994
--------------------------------------------------
Gross Gross Estimated
Amortized unrealized unrealized market
cost gains losses value
($000'S) ($000'S) ($000'S) ($000'S)
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
U.S. Treasury securities and obligations of
U.S. government corporations and agencies.... $ 116,502 $ 10 $ 11,641 $ 104,871
Debt securities issued by foreign governments
and their agencies........................... 34,554 1,631 723 35,462
Corporate securities........................... 336,641 1,261 7,524 330,378
Mortgage-backed securities..................... 39,607 180 677 39,110
--------- --------- --------- ---------
Total.......................................... $ 527,304 $ 3,082 $ 20,565 $ 509,821
========= ========= ========= =========
</TABLE>

<TABLE>
<CAPTION>
1993
------------------------------------------------
Gross Gross Estimated
Amortized unrealized unrealized market
cost gains losses value
($000'S) ($000'S) ($000'S) ($000'S)
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
U.S. Treasury securities and obligations of
U.S. government corporations and agencies.... $ 153,304 $ 62 $ 616 $ 152,750
Debt securities issued by foreign governments
and their agencies........................... 35,034 2,017 - 37,051
Corporate securities........................... 364,158 17,792 533 381,417
Mortgage-backed securities..................... 34,717 793 185 35,325
--------- --------- --------- ---------
Total.......................................... $ 587,213 $ 20,664 $ 1,334 $ 606,543
========= ========= ========= =========

</TABLE>

The amortized cost and estimated market value of debt securities at December 31,
1994 by contractual maturity, are shown below. Expected maturities will differ
from contractual maturities because borrowers may have the right to call or
prepay obligations with or without call or prepayment penalties.

<TABLE>
<CAPTION>
Estimated
Amortized market
cost value
($000'S) ($000'S)
----------- -----------
<S> <C> <C>
Due in one year or less............................................ $ 30,132 $ 30,029
Due after one year through five years.............................. 404,859 395,195
Due after five years through ten years............................. 42,489 35,368
Due after ten years................................................ 10,217 10,120
--------- ---------
487,697 470,712
Mortgage-backed securities......................................... 39,607 39,109
--------- ---------
Total.............................................................. $ 527,304 $ 509,821
========= =========
</TABLE>

Proceeds from the sale/maturity of debt securities during 1994, 1993 and
1992 were $705.9 million, $443.9 million and $578.2 million, respectively.
Gross gains of $3.3 million, $13.4 million and $23.5 million and gross
losses of $11.6 million, $.2 million and $2.7 million were realized on
those sales during 1994, 1993 and 1992, respectively.

The Company invests in both investment grade and non-investment grade
securities. The SVO of the NAIC rates fixed maturities held by insurers
(SVO rated securities accounted for approximately 99.0% of the Company's
total fixed maturities balances at both December 31, 1994 and 1993) for
regulatory purposes and groups investments into six categories ranging from
highest quality bonds to those in or near default. The

<PAGE>

NOTES TO THE FINANCIAL STATEMENTS OF
PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY
For the Years Ended December 31, 1994, 1993, and 1992

lowest three NAIC categories represent, for the most part, high yield
securities and are defined by the NAIC as including any security with a
public agency rating of B+, B1 or less. At December 31, 1994 and 1993, the
Company held no securities in the three lowest NAIC categories.

6. Related Party Transactions

A. Service Agreements

The Company, The Prudential, Pruco Life, and Pruco Securities Corporation,
an indirect wholly-owned subsidiary of The Prudential, operate under
service and lease agreements whereby services of officers and employees,
supplies, use of equipment and office space are provided. The net cost of
these services allocated to the Company were $15 million, $17.1 million,
and $17.2 million for the years ended December 31, 1994, 1993 and 1992,
respectively.

B. Employees Benefit Plans

Pension Plans

The Company is a wholly-owned subsidiary of The Prudential which sponsors
a defined benefit pension plan. The defined benefit pension plan is
generally based on career average earnings and credit length of service.
The Prudential's funding policy is to contribute annually the amount
necessary to satisfy the Internal Revenue Service contribution guidelines.

No pension expense for contributions to the plan was allocated to the
Company in 1994, 1993 or 1992 because the plan was subject to the full
funding limitation under the Internal Revenue Code.

Postretirement Life and Health Benefits

The Prudential also sponsors postretirement defined benefit plans which
provide certain life insurance and health care benefits. Substantially all
employees may become eligible to receive a benefit if they retire after
age 55 with at least 10 years of service. Prior to 1993, The Prudential's
policy was to fund the cost of providing these benefits in the years that
the employees were providing services to the Company. Effective for 1993,
The Prudential has recognized the cost of these benefits in accordance
with the accounting policy issued by the National Association of Insurance
Commissioners (NAIC). The NAIC's policy is similar to SFAS No. 106,
"Employers' Accounting for Postretirement Benefits Other Than Pensions"
except that the NAIC policy excludes non-vested employees and only allows
the transition obligation to be recognized immediately or amortized over
twenty years. The Prudential has elected to amortize its transition
obligation over twenty years. A provision for contributions to the
postretirement fund is included in the net cost of services allocated to
the Company discussed above for the years ended December 31, 1994, 1993
and 1992.

C. Other Transactions

The Company has issued approximately 375 variable appreciable life
contracts to The Prudential for the purpose of funding non-qualified
pension benefits for certain employees. Included in insurance premiums and
annuity considerations for the years ended December 31, 1994, 1993 and
1992 are respectively, $12 million, $12 million, and $13 million, which
are attributable to these contracts.

7. Dividends

The Company is subject to New Jersey law which limits the amount of dividends
that insurance companies can pay to stockholders. The maximum dividend that
may be paid in any 12 month period without prior approval of the New Jersey
Commissioner of Insurance is limited to the greater of 10% of surplus as of
December 31 of the preceding year or the net gain from operations of the
preceding calendar year. Based on these limitations, the Company would be
permitted a maximum of $16 million in dividend distributions in 1995, all of
which could be paid in cash, without the approval from The Department of
Insurance of the State of New Jersey.

8. Fair Value Information

The fair value amounts have been determined by the Company using available
information and reasonable valuation methodologies for only those accounts
for which fair value disclosures are required. Considerable

<PAGE>

NOTES TO THE FINANCIAL STATEMENTS OF
PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY
For the Years Ended December 31, 1994, 1993, and 1992

judgment is necessarily applied in interpreting data to develop the estimates
of fair value. Accordingly, the estimates presented may not be realized in a
current market exchange. The use of different market assumptions and/or
estimation methodologies could have a material effect on the estimated fair
values.

The following methods and assumptions were used in calculating the fair
values. For all other financial instruments presented in the table, the
carrying value is a reasonable estimate of fair value.

Fixed Maturities. Fair values for fixed maturities, other than private
placement securities, are based on quoted market prices or estimates from
independent pricing services. Fair values for private placement securities
are estimated using a discounted cash flow model which considers the current
market spreads between the U.S. Treasury yield curve and corporate bond yield
curve adjusted for the type of issue, its current quality and its remaining
average life. The fair value of certain non-performing private placement
securities is based on amounts provided by state regulatory authorities.

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

Investment-Type Insurance Contract Liabilities. Fair values for the Company's
investment-type insurance contract liabilities are estimated using a
discounted cash flow model, based on interest rates currently being offered
for similar contracts.

The following table discloses the carrying amounts and estimated fair values
of the Company's financial instruments at December 31, 1994 and 1993.

<TABLE>
<CAPTION>
($000'S) ($000'S)
1994 1993
-------------------- --------------------
Carrying Fair Carrying Fair
Value Value Value Value
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Financial Assets:
Fixed maturities ........................ $ 527,304 $ 509,821 $ 587,213 $ 606,543
Policy loans ............................ 85,277 76,734 69,766 71,821
Short-term investments .................. 41,695 41,695 29,599 29,599

Financial Liabilities:
Investment-type insurance contracts ..... $ 166,183 $ 159,463 $ 231,203 $ 226,982
</TABLE>

9. Contingencies

Various lawsuits against the Company have arisen in the course of the
Company's business. In certain of these matters, large and/or indeterminate
amounts are sought. In the opinion of the Company, any ultimate liability
which would result from such litigation would not have a material adverse
effect on the Company's financial position.

<PAGE>

INDEPENDENT AUDITORS' REPORT

To the Board of Directors of
Pruco Life Insurance Company of New Jersey
Newark, New Jersey

We have audited the accompanying statements of financial position of Pruco Life
Insurance Company of New Jersey as of December 31, 1994 and 1993, and the
related statements of operations, stockholder's equity, and cash flows for each
of the three years in the period ended December 31, 1994. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on the financial statements based on our
audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all material
respects, the financial position of Pruco Life Insurance Company of New Jersey
as of December 31, 1994 and 1993, and the results of its operations and its cash
flows for each of the three years in the period ended December 31, 1994 in
conformity with generally accepted accounting principles.

Deloitte & Touche LLP
Parsippany, New Jersey
March 6, 1995

B10

<PAGE>

Variable
APPRECIABLE
LIFE(R)------------
INSURANCE CONTRACTS

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

32
<PAGE>

PART II

OTHER INFORMATION

<PAGE>

UNDERTAKING TO FILE REPORTS

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

UNDERTAKING WITH RESPECT TO INDEMNIFICATION

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

There are a number of exclusions from coverage. Among the matters excluded are
Losses arising as the result of (1) claims brought about or contributed to by
the criminal or deliberate fraudulent acts of a director or officer, and (2)
claims arising from actual or alleged performance of, or failure to perform,
services as, or in any capacity similar to, an investment adviser, investment
banker, underwriter, broker or dealer, as those terms are defined in the
Securities Act of 1933, the Securities Exchange Act of 1934, the Investment
Advisers Act of 1940, the Investment Company Act of 1940, any rules or
regulations thereunder, or any similar federal, state or local statute, rule or
regulation.

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

The relevant provisions of New Jersey law permitting or requiring
indemnification, New Jersey being the state of organization of The Prudential
and Pruco Life of New Jersey, can be found in Section 14A:3-5 of the New Jersey
Statutes Annotated. The text of The Prudential's by-law 27, which relates to
indemnification of officers and directors, is incorporated by reference to
Exhibit (8) (ii) of Post-Effective Amendment No. 26 to Form N-4, Registration
No. 2-76580, filed April xx, 1995, on behalf of The Prudential Variable Contract
Account-10. The text of Pruco Life of New Jersey's by-laws, Article V, which
relates to indemnification of officers and directors, is incorporated by
reference to Exhibit 1.A.(6)(b) to this Registration Statement.

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

II-1

<PAGE>
CONTENTS OF REGISTRATION STATEMENT

This Registration Statement comprises the following papers and documents:

The facing sheet.

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

The prospectus consisting of 72 pages.

The undertaking to file reports.

The undertaking with respect to indemnification.

The signatures.

Written consents of the following persons:

1. Deloitte & Touche LLP, independent auditors.

2. Clifford E. Kirsch

3. Nancy D. Davis, 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-B-2:

A. (1) Resolution of Board of Directors of Pruco Life Insurance Company
of New Jersey establishing the Pruco Life of New Jersey Variable
Appreciable Account. (Note 2)

(2) Not Applicable.

(3) Distributing Contracts:

(a) Distribution Agreement between Pruco Securities Corporation
and Pruco Life Insurance Company of New Jersey. (Note 2)

(b) Proposed form of Agreement between Pruco Securities
Corporation and independent brokers with respect to the
Sale of the Contracts. (Note 4)

(4) Not Applicable.

(5) Variable Life Insurance Contracts.

(a) With fixed death benefit. (Note 4)

(b) With variable death benefit. (Note 4)

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

(6) (a) Articles of Incorporation of Pruco Life Insurance Company of
New Jersey, as amended March 11, 1983. (Note 16)

(b) By-laws of Pruco Life Insurance Company of New Jersey, as
amended February 1, 1991. (Note 16)

(7) Not Applicable.

(8) Not Applicable.

(9) Not Applicable.

(10) (a) Application Form for Variable Appreciable Life Insurance
Contract. (Note 2)

(b) Supplement to the Application for Variable Appreciable Life
Insurance Contract. (Note 3)

(d) New York Application Form for Variable Appreciable Life
Insurance Contract. (Note 4)

(e) Revised New York Application Form for Variable Appreciable
Life Insurance Contract. (Note 5)

(11) Form of Notice of Withdrawal Right. (Note 3)

(12) Memorandum describing Pruco Life Insurance Company of New Jersey's
issuance, transfer, and redemption procedures for the Contracts
pursuant to Rule 6e-2(b) (12)(ii) and method for computing cash
adjustment upon exercise of right to exchange for fixed benefit
insurance

II-2
<PAGE>
pursuant to Rule 6e-2(b)(13)(v)(B). (Note 14)

(13) Available Contract Riders.

(a) Rider for Insured's Waiver of Premium Benefit. (Note 5)

(b) Rider for Applicant's Waiver of Premium Benefit. (Note 5)

(d) Rider for Level Term Insurance Benefit on Life of Insured.
(Note 5)

(e) Rider for Decreasing Term Insurance Benefit on Life of Insured.
(Note 5)

(f) Rider for Interim Term Insurance Benefit. (Note 5)

(g) Rider for Option to Purchase Additional Insurance on Life of
Insured. (Note 5)

(h) Rider for Decreasing Term Insurance on Life of Insured Spouse.
(Note 5)

(i) Rider for Level Term Insurance on Dependent Children. (Note 5)

(j) Rider for Level Term Insurance on Dependent Children--from
Term Conversions. (Note 5)

(k) Rider for Level Term Insurance on Dependent Children--from
Term Conversions or Attained Age Change. (Note 5)

(l) Rider for Coverage on Other Insured. (Note 5)

(m) Rider defining Insured Spouse. (Note 5)

(n) Rider covering lack of Evidence of Insurability on a Child.
(Note 5)

(o) Rider modifying Waiver of Premium. (Note 5)

(p) Rider to terminate a Supplementary Benefit. (Note 5)

(q) Rider providing for election of Variable Reduced Paid-up
Insurance. (Note 5)

(r) Rider to provide for exclusion of Aviation Risk. (Note 5)

(s) Rider to provide for exclusion of Military Aviation Risk.
(Note 5)

(t) Rider to provide for exclusion of War Risk. (Note 5)

(u) Endorsement for conversion of a Dependent Child. (Note 5)

(v) Endorsement for Contractual Conversion of a Term Policy.
(Note 5)

(w) Endorsement for conversion of Level Term Insurance Benefit on
a Child. (Note 5)

(x) Endorsement providing for Variable Loan Interest Rate. (Note 5)

(y) Endorsement for Increase in Face Amount. (Note 6)

(z) Supplementary Monthly Renewable Non-Convertible One Month Term
Insurance

(i) for use in New Jersey with fixed death benefit Contract.
(Note 7)

(ii) for use in New Jersey with variable death benefit
Contract. (Note 7)

(iii) for use in New York with fixed death benefit Contract.
(Note 7)

(iv) for use in New York with variable death benefit Contract.
(Note 7)

(aa) Rider for Term Insurance Benefit on Life of Insured--Decreasing
Amount After Three Years. (Note 8)

(bb) New Jersey Rider for Term Insurance Benefit on Life of Insured
Spouse--Decreasing Amount After Three Years. (Note 8)

(cc) New York Rider for Term Insurance Benefit on Life of Insured
Spouse--Decreasing Amount After Three Years. (Note 8)

(dd) Endorsement for Contracts issued in connection with
tax-qualified pension plans. (Note 10)

(ee) Appreciable Plus Rider

(i) for use in New Jersey. (Note 11)

(ii) for use in New York. (Note 11)

(ff) Living Needs Benefit Rider for use in New Jersey. (Note 15)

(gg) Living Needs Benefit Rider for use in New York. (Note 18)

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

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

4. None.

5. Not Applicable.

II-3
<PAGE>

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

7. Powers of Attorney.

(a) R. Hill, G. Keith Jr., I. Kleinman,
I. Price, D. Southwell (Note 17)
(b) E. Caulfield, E. Milnes, S. Tooley (Note 19)

(Note 1) Filed herewith.

(Note 2) Incorporated by reference to Registrant's Form S-6, filed March 5,
1984.

(Note 3) Incorporated by reference to Pre-Effective Amendment No. 1 to this
Registration Statement, filed June 19, 1984.

(Note 4) Incorporated by reference to Pre-Effective Amendment No. 2 to this
Registration Statement, filed October 25, 1984.

(Note 5) Incorporated by reference to Post-Effective Amendment No. 1 to this
Registration Statement, filed April 30, 1985.

(Note 6) Incorporated by reference to Post-Effective Amendment No. 2 to this
Registration Statement, filed September 13, 1985.

(Note 7) Incorporated by reference to Post-Effective Amendment No. 3 to this
Registration Statement, filed April 8, 1986.

(Note 8) Incorporated by reference to Post-Effective Amendment No. 4 to this
Registration Statement, filed April 30, 1986.

(Note 9) Incorporated by reference to Post-Effective Amendment No. 5 to this
Registration Statement, filed July 11, 1986.

(Note 10) Incorporated by reference to Post-Effective Amendment No. 6 to this
Registration Statement, filed September 8, 1986.

(Note 11) Incorporated by reference to Post-Effective Amendment No. 7 to this
Registration Statement, filed October 30, 1986.

(Note 12) Incorporated by reference to Post-Effective Amendment No. 8 to this
Registration Statement, filed February 27, 1987.

(Note 13) Incorporated by reference to Post-Effective Amendment No. 9 to this
Registration Statement, filed April 27, 1987.

(Note 14) Incorporated by reference to Post-Effective Amendment No. 10 to this
Registration Statement, filed October 9, 1987.

(Note 15) Incorporated by reference to Post-Effective Amendment No. 16 to this
Registration Statement, filed April 26, 1990.

(Note 16) Incorporated by reference to Post-Effective Amendment No. 17 to this
Registration Statement, filed March 1, 1991.

(Note 17) Incorporated by reference to Post-Effective Amendment No. 15 to Form
S-6, Registration No. 2-99537, filed March 2, 1993, on behalf
of the Pruco Life of New Jersey Single Premium Variable Life Account.

(Note 18) Incorporated by reference to Post-Effective Amendment No. 20 to this
Registration Statement filed April 28, 1993.

(Note 19) Incorporated by reference to Post-Effective Amendment No. 17 to Form
S-6, Registration No. 2-99537, filed March 2, 1994 on behalf of the
Pruco Life of New Jersey Single Premium Variable Life Account.

II-4

<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Pruco Life of New Jersey Variable Appreciable Account, certifies that it meets
all of the requirements for effectiveness of this Post-Effective Amendment No.
24 to the Registration Statement pursuant to Rule 485(b) and has duly caused
this Registration Statement to be signed on its behalf by the undersigned
thereunto duly authorized and its seal hereunto affixed and attested, all in the
city of Newark and the State of New Jersey, on this 24th day April, 1995.

(Seal) Pruco Life of New Jersey Variable Appreciable Account
(Registrant)

By: Pruco Life Insurance Company of New Jersey
(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. 24 to the Registration Statement has been signed below by the
following persons in the capacities indicated on this 24th day of April, 1995.

Signature and Title
-------------------

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

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

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

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

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

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

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

II-5

<PAGE>

INDEPENDENT AUDITORS' CONSENT

We consent to the use in this Post-Effective Amendment No. 24 to Registration
Statement No. 2-89780 on Form S-6 of Pruco Life of New Jersey Variable
Appreciable Account of Pruco Life Insurance Company of New Jersey of our report
dated February 10, 1995, relating to the financial statements of Pruco Life of
New Jersey Variable Appreciable Account, and of our report dated March 6, 1995,
relating to the financial statements of Pruco Life Insurance Company of New
Jersey appearing in the Prospectus, which is part of such Registration
Statement, and to the reference to us under the heading "Experts" in such
Prospectus.

Deloitte & Touche LLP
Parsippany, New Jersey
April 24, 1995

II-6
<PAGE>

EXHIBIT INDEX

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

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

6. Opinion and Consent of Nancy D. Davis, FSA, MAAA, as to Page II-9
actuarial matters pertaining to the securities being registered.

27. Financial Data Schedule Page II-10

II-7

Exhibit 3

April 24, 1995

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

Gentlemen:

In my capacity as Chief Legal Officer and Assistant Secretary of Pruco Life
Insurance Company of New Jersey ("Pruco Life of New Jersey"), I have reviewed
the establishment on January 13, 1984 of Pruco Life of New Jersey Variable
Appreciable Account (the "Account") by the Executive Committee of the Board of
Directors of Pruco Life of New Jersey as a separate account for assets
applicable to certain variable life insurance contracts, pursuant to the
provisions of Section 17B:28-7 of the Revised Statutes of New Jersey. I am
responsible for oversight of the preparation and review of the Registration
Statement on Form S-6, as amended, filed by Pruco Life of New Jersey with the
Securities and Exchange Commission (Registration No. 2-89780 and Registration
No. 33-57186) under the Securities Act of 1933 for the registration of certain
variable appreciable life insurance contracts issued with respect to the
Account.

I am of the following opinion:

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

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

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

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

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

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

Very truly yours,

Clifford E. Kirsch

II-8

Exhibit 6

April 24, 1995

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

To Pruco Life Insurance Company of New Jersey:

This opinion is furnished in connection with the registration by Pruco Life
Insurance Company of New Jersey of variable appreciable life insurance contracts
("Contracts") under the Securities Act of 1933. The prospectus included in
Post-Effective Amendment No. 24 to Registration Statement No. 2-89780 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 illustration of the effect of a Contract loan on the cash
surrender value included in the section entitled "Contract Loans",
based on the assumptions stated in the illustration, is consistent
with the provisions of the Form A Contract.

(3) 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 Benefits 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,

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

II-9

<ARTICLE> 6
<MULTIPLIER> 1

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> DEC-31-1994
<INVESTMENTS-AT-COST> $436,885
<INVESTMENTS-AT-VALUE> $466,802
<RECEIVABLES> $5
<ASSETS-OTHER> ($10)
<OTHER-ITEMS-ASSETS> $0
<TOTAL-ASSETS> $466,807
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<EXPENSES-NET> $1,838
<NET-INVESTMENT-INCOME> $12,006
<REALIZED-GAINS-CURRENT> $1,203
<APPREC-INCREASE-CURRENT> ($33,189)
<NET-CHANGE-FROM-OPS> ($7,844)
<EQUALIZATION> $0
<DISTRIBUTIONS-OF-INCOME> $0
<DISTRIBUTIONS-OF-GAINS> $0
<DISTRIBUTIONS-OTHER> $0
<NUMBER-OF-SHARES-SOLD> $0
<NUMBER-OF-SHARES-REDEEMED> $0
<SHARES-REINVESTED> $0
<NET-CHANGE-IN-ASSETS> $6,109
<ACCUMULATED-NII-PRIOR> $0
<ACCUMULATED-GAINS-PRIOR> $0
<OVERDISTRIB-NII-PRIOR> $0
<OVERDIST-NET-GAINS-PRIOR> $0
<GROSS-ADVISORY-FEES> $0
<INTEREST-EXPENSE> $0
<GROSS-EXPENSE> $0
<AVERAGE-NET-ASSETS> $0
<PER-SHARE-NAV-BEGIN> $0
<PER-SHARE-NII> $0
<PER-SHARE-GAIN-APPREC> $0
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<PER-SHARE-NAV-END> $0
<EXPENSE-RATIO> $0
<AVG-DEBT-OUTSTANDING> $0
<AVG-DEBT-PER-SHARE> $0

</TABLE>