PRUCO LIFE OF NEW JERSEY VARIABLE APPRECIABLE ACCOUNT
485BPOS, 1999-04-29
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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. 28
    

                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) 778-2255
          (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

                                   ----------

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, 1999 pursuant to paragraph (b) of Rule 485
               (date)
    

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

      |_|   on ____________________ pursuant to paragraph (a) of Rule 485
               (date)
<PAGE>

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

     11.           Introduction and Summary; Pruco Life of New Jersey Variable
                   Appreciable Account

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

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

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

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

     16.           Introduction and Summary; Detailed Information for Contract
                   Owners
<PAGE>

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

     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

     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.           Introduction and Summary; 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
<PAGE>

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

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

     45.           Not Applicable

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

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

     48.           Not Applicable

     49.           Not Applicable

     50.           Not Applicable

     51.           Not Applicable

     52.           Substitution of Series Fund Shares

     53.           Tax Treatment of Contract Benefits

     54.           Not Applicable

     55.           Not Applicable

     56.           Not Applicable

     57.           Not Applicable

     58.           Not Applicable

     59.           Financial Statements: Financial Statements of 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>

                           Pruco Life of New Jersey's
                          Variable APPRECIABLE LIFE(R)
                                    Insurance

                                                                      PROSPECTUS

                                                    The Pruco Life of New Jersey
                                                            Variable Appreciable
                                                                         Account

   
                                                                     MAY 1, 1999
    

                                      Pruco Life Insurance Company of New Jersey
<PAGE>

   
PROSPECTUS
MAY 1, 1999
PRUCO LIFE INSURANCE COMPANY
OF NEW JERSEY
VARIABLE APPRECIABLE ACCOUNT
    

VARIABLE
APPRECIABLE
LIFE(R)

INSURANCE CONTRACTS 

   
This prospectus describes two forms of a variable life insurance contract (the
"Contract") offered by Pruco Life Insurance Company of New Jersey ("Pruco Life
of New Jersey", "us", or "we") under the name Variable APPRECIABLE LIFE(R)
Insurance. Pruco Life of New Jersey, a stock life insurance company, is an
indirect, wholly-owned subsidiary of The Prudential Insurance Company of America
("Prudential"). These Contracts provide whole life insurance protection. That
is, they provide lifetime insurance coverage, as long as Scheduled Premiums are
paid or charges are provided for by favorable investment experience. The first
form of the Contract provides a death benefit that generally remains fixed in an
amount you, the Contract owner, choose and cash surrender values that vary
daily. The second form also provides cash surrender values that vary daily and a
death benefit that will also vary daily. Under both forms of contract, the death
benefit will never be less than the "face amount" of insurance you choose. There
is no guaranteed minimum cash surrender value.

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

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

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

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

   
o     Invest in the FIXED-RATE OPTION, which pays a guaranteed interest rate.
      Pruco Life of New Jersey will credit interest daily on any portion of the
      premium payment that you have allocated to the fixed-rate option at rates
      periodically declared by Pruco Life of New Jersey, in its sole discretion.
      Any such interest rate will never be less than an effective annual rate of
      4%.
    

o     Invest in the Pruco Life of New Jersey Variable Contract Real Property
      Account (the "REAL PROPERTY ACCOUNT"), described in a prospectus attached
      to this one.

You have considerable flexibility as to when and in what amounts you may pay
premiums. Although it is to your advantage to pay a Scheduled Premium amount on
the dates due, which are at least once a year but may be more often.

This prospectus describes the Contract generally and the Pruco Life of New
Jersey Variable Appreciable Account. The attached prospectus for the Series
Fund, and the Series Fund's statement of additional information describe the
investment objectives and the risks of investing in the portfolios. Pruco Life
of New Jersey may add additional investment options in the future.

You should retain this prospectus, together with the Contract for future
reference.

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

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
   
                   PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY
                              213 Washington Street
                          Newark, New Jersey 07102-2992
                            Telephone: (800) 778-2255
    

APPRECIABLE LIFE is a registered mark of Prudential.
<PAGE>

   
                               PROSPECTUS CONTENTS

                                                                            PAGE
INTRODUCTION AND SUMMARY.......................................................1
  BRIEF DESCRIPTION OF THE CONTRACT............................................1
  INVESTMENT OPTIONS: THE PRUDENTIAL SERIES FUND, INC. PORTFOLIOS..............1
  ADDITIONAL INVESTMENT OPTIONS................................................2
  EFFECT OF INVESTMENT PERFORMANCE ON THE CONTRACT FUND........................2
  CHARGES......................................................................2
  TYPES OF DEATH BENEFIT.......................................................4
  PREMIUMS.....................................................................4
  LAPSE AND GUARANTEE AGAINST LAPSE............................................4

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.........................................5
  PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY...................................5
  PRUCO LIFE OF NEW JERSEY VARIABLE APPRECIABLE ACCOUNT........................5
  THE PRUDENTIAL SERIES FUND, INC..............................................6
  THE PRUCO LIFE OF NEW JERSEY VARIABLE CONTRACT REAL PROPERTY ACCOUNT.........6
  WHICH INVESTMENT OPTION SHOULD BE SELECTED?..................................7

DETAILED INFORMATION FOR CONTRACT OWNERS.......................................7
  REQUIREMENTS FOR ISSUANCE OF A CONTRACT......................................7
  SHORT-TERM CANCELLATION RIGHT OR "FREE LOOK".................................7
  CONTRACT FORMS...............................................................7
  CONTRACT DATE................................................................8
  PREMIUMS.....................................................................8
  ALLOCATION OF PREMIUMS......................................................10
  DOLLAR COST AVERAGING.......................................................11
  TRANSFERS...................................................................11
  CHARGES AND EXPENSES........................................................12
  REDUCTION OF CHARGES FOR CONCURRENT SALES TO SEVERAL INDIVIDUALS............16
  HOW A CONTRACT'S CASH SURRENDER VALUE WILL VARY.............................16
  HOW A CONTRACT'S DEATH BENEFIT WILL VARY....................................17
  WHEN A CONTRACT BECOMES PAID-UP.............................................18
  FLEXIBILITY AS TO PAYMENT OF PREMIUMS.......................................18
  SURRENDER OF A CONTRACT.....................................................19
  WITHDRAWAL OF EXCESS CASH SURRENDER VALUE...................................19
  INCREASES IN FACE AMOUNT....................................................20
  DECREASES IN FACE AMOUNT....................................................21
  LAPSE AND REINSTATEMENT.....................................................22
  WHEN PROCEEDS ARE PAID......................................................22
  LIVING NEEDS BENEFIT........................................................22
  ILLUSTRATIONS OF CASH SURRENDER VALUES, DEATH BENEFITS, AND ACCUMULATED 
    PREMIUMS..................................................................23
  CONTRACT LOANS..............................................................25
  REPORTS TO CONTRACT OWNERS..................................................26
  OPTIONS ON LAPSE............................................................26
  RIGHT TO EXCHANGE A CONTRACT FOR A FIXED-BENEFIT INSURANCE POLICY...........27
  SALE OF THE CONTRACT AND SALES COMMISSIONS..................................27
  TAX TREATMENT OF CONTRACT BENEFITS..........................................27
  MODIFIED ENDOWMENT CONTRACTS................................................28
  TAX-QUALIFIED PENSION PLANS.................................................29
  THE FIXED-RATE OPTION.......................................................29
  LEGAL CONSIDERATIONS RELATING TO SEX-DISTINCT PREMIUMS AND BENEFITS.........30
  OTHER GENERAL CONTRACT PROVISIONS...........................................30
  RIDERS......................................................................30
  VOTING RIGHTS...............................................................31
  SUBSTITUTION OF SERIES FUND SHARES..........................................31
  STATE REGULATION............................................................31
  EXPERTS.....................................................................32
  LITIGATION..................................................................32
    

<PAGE>

   
                                                                            PAGE
  YEAR 2000 COMPLIANCE........................................................32
  ADDITIONAL INFORMATION......................................................33
  FINANCIAL STATEMENTS........................................................33

DIRECTORS AND OFFICERS........................................................34

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

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

<PAGE>

   
                            INTRODUCTION AND SUMMARY

THIS SUMMARY PROVIDES A BRIEF OVERVIEW OF THE MORE SIGNIFICANT ASPECTS OF THE
CONTRACT. WE PROVIDE FURTHER DETAIL IN THE SUBSEQUENT SECTIONS OF THIS
PROSPECTUS AND IN THE CONTRACT. THE CONTRACT, INCLUDING THE APPLICATION ATTACHED
TO IT, CONSTITUTES THE ENTIRE AGREEMENT BETWEEN YOU AND PRUCO LIFE OF NEW JERSEY
AND YOU SHOULD RETAIN THESE DOCUMENTS.
    

BRIEF DESCRIPTION OF THE CONTRACT

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

As you read this prospectus you should keep in mind that this is a variable life
insurance contract. Variable life insurance has significant investment aspects
and requires you to make investment decisions, and therefore, it is also a
"security". Securities that are offered to the public must be registered with
the Securities and Exchange Commission. Because the contract provides whole-life
permanent insurance, it also serves a second important objective. It may provide
an increasing cash surrender value that can be used during your lifetime.

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] premium payments, less applicable charges, will be
invested. The cash surrender value of the Contract will increase with favorable
investment experience and decrease with unfavorable investment experience. The
Contract's cash surrender value also reflects various Contract charges. The
Contract owner will be able, from time to time, to reallocate and transfer
invested amounts among the various subaccounts, the fixed-rate option, and the
Real Property Account.

You may invest premiums in one or more of the 13 available subaccounts, the
Pruco Life of New Jersey Variable Contract Real Property Account, or the
fixed-rate option. Your Contract Fund value changes every day depending, upon
Contract charges, described in the chart below, and upon the change in value of
the particular investment options that you have selected.

Although the value of your Contract Fund will increase if there is favorable
investment performance in the subaccounts you select, there is a risk that
investment performance will be unfavorable and that the value of your Contract
Fund will decrease. The risk will be different, depending upon the investment
options you choose.

INVESTMENT OPTIONS: THE PRUDENTIAL SERIES FUND, INC. PORTFOLIOS

You may invest in one or more of the 13 available investment subaccounts of
Pruco Life of New Jersey's Variable Appreciable Account (the "Account"). Each is
currently invested in a corresponding portfolio of The Prudential Series Fund,
Inc. (the "Series Fund"). The Prudential Insurance Company of America
("Prudential") acts as investment adviser to the Series Fund.

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

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

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

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

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


                                       1
<PAGE>

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

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

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

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

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

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

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

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

Further information about the Series Fund portfolios can be found under THE
PRUDENTIAL SERIES FUND, INC. on page 6.

ADDITIONAL INVESTMENT OPTIONS

The two additional options, that are regulated differently from the other 13
because neither one is an investment company registered under the Investment
Company Act of 1940, are:

o     The FIXED-RATE OPTION increases the portion of your Contract Fund
      allocated to this option at a guaranteed rate of interest. Refer to THE
      FIXED-RATE OPTION on page 29 for more information.

o     The REAL PROPERTY OPTION invests primarily in income-producing real
      property. It is described in a separate prospectus that is attached to
      this one.

EFFECT OF INVESTMENT PERFORMANCE ON THE CONTRACT FUND

Your Contract Fund value changes every day depending upon the change in the
value of the particular portfolios and the two additional investment options
that you have selected for the investment of your Contract Fund.

Although the value of your Contract Fund will increase if there is favorable
investment performance, there is a risk that investment performance will be
unfavorable and that the value of your Contract Fund will decrease. The risk
will be different, depending upon which investment options you choose. See WHICH
INVESTMENT OPTION SHOULD BE SELECTED?, page 7. If you select the fixed-rate
option, Pruco Life of New Jersey credits your account with a stated rate of
interest but you assume the risk that this rate may change in later years,
although it will never be lower than an effective annual rate of 4%.

CHARGES

We deduct certain charges from each premium payment and from the amounts held in
the designated investment options. In addition, Pruco Life of New Jersey makes
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 risks as well as sales and administrative expenses, are fully
described under CHARGES AND EXPENSES on page 12. In brief, Pruco Life of New
Jersey may make the following charges:
    


                                       2
<PAGE>

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

                                 PREMIUM PAYMENT

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

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

            o     less a charge for taxes attributable to premiums

            o     less $2 processing fee

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

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

                               NET PREMIUM AMOUNT

o     To be invested in one or a combination of:

      o     The invested portfolios of the Series Fund

      o     The fixed-rate option

      o     The Real Property Account
- --------------------------------------------------------------------------------

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

                                  DAILY CHARGES

      o     We deduct management fees and expenses from the Series Fund and, if
            applicable, from the Real Property assets. See THE PRUDENTIAL SERIES
            FUND, INC., page 6, and PRUCO LIFE OF NEW JERSEY VARIABLE CONTRACT
            REAL PROPERTY ACCOUNT, page 6.

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

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

                                 MONTHLY CHARGES

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

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

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

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

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


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

                                POSSIBLE CHARGES

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

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

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


                                       3
<PAGE>

   
TYPES OF DEATH BENEFIT

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

PREMIUMS

You have flexibility with respect to the payment of premiums. The Contract sets
forth Scheduled Premiums payable annually, semi-annually quarterly or monthly.
But you are generally permitted, within very broad limits, to pay greater than
Scheduled Premiums. However, the payment of premiums in excess of Scheduled
Premiums may cause the Contract to be classified as a Modified Endowment
Contract for federal income tax purposes. See PREMIUMS, page 8 and TAX TREATMENT
OF CONTRACT BENEFITS, page 27. The net portion of such payments will promptly be
invested in the manner you previously selected. Cash surrender values will
generally be increased whenever premiums are paid, unless earlier unfavorable
investment experience must first be offset. The amount payable upon death under
Contract Form B will also, generally, be increased by the payment of premiums.

LAPSE AND GUARANTEE AGAINST LAPSE

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

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

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

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


                                       4
<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", "us", or
"we") 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. Pruco Life of New Jersey is a
wholly-owned subsidiary of Pruco Life Insurance Company, which in turn is a
wholly-owned subsidiary of Prudential, a mutual insurance company founded in
1875 under the laws of the State of New Jersey. Prudential is currently
considering reorganizing itself into a publicly traded stock company through a
process known as "demutualization." On February 10, 1998, the Company's Board of
Directors authorized management to take the preliminary steps necessary to allow
the Company to demutualize. On July 1, 1998, legislation was enacted in New
Jersey that would permit this conversion to occur and that specified the process
for conversion. Demutualization is a complex process involving development of a
plan of reorganization, adoption of a plan by the Company's Board of Directors,
a public hearing, voting by qualified policyholders and regulatory approval, all
of which could take two or more years to complete. Prudential's management and
Board of Directors have not yet determined to demutualize and it is possible
that, after careful review, Prudential could decide not to go public.
    

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

   
As of December 31, 1998, Prudential 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. Prudential may make
additional capital contributions to Pruco Life of New Jersey as needed to enable
it to meet its reserve requirements and expenses. Prudential is under no
obligation to make such contributions and its assets do not back the benefits
payable under the Contract. Pruco Life 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

   
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 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 a unit investment trust, which is a type of investment company.
It is registered with the Securities and Exchange Commission ("SEC") under the
Investment Company Act of 1940 ("1940 Act"). This does not involve any
supervision by the SEC of the management, 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. Currently, you may invest in one or a
combination of 13 subaccounts within the Account, each of which invests in a
single corresponding portfolio of the Series Fund. We may add additional
subaccounts in the future. The Account's financial statements begin on page A1.
    


                                       5
<PAGE>

THE PRUDENTIAL SERIES FUND, INC.

   
The Prudential Series Fund, Inc. (the "Series Fund") is registered under the
1940 Act as an open-end diversified management investment company. Its shares
are currently sold only to separate accounts of Prudential and certain other
insurers that offer variable life insurance and variable annuity contracts. On
October 31, 1986, the Pruco Life Series Fund, Inc., an open-end diversified
management investment company, which sold its shares only to separate accounts
of Pruco Life Insurance Company and Pruco Life of New Jersey, was merged into
the Series Fund. Prior to that date, the Account invested only in shares of
Pruco Life Series Fund, Inc. The Account will purchase and redeem shares from
the Series Fund at net asset value. Shares will be redeemed to the extent
necessary for Pruco Life 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.

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

As an investment adviser, Prudential charges the Series Fund a daily investment
management fee as compensation for its services. In addition to the investment
management fee, each portfolio incurs certain expenses, such as accounting and
custodian fees. See CHARGES AND EXPENSES, page 12.

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

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

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

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

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


                                       6
<PAGE>

WHICH INVESTMENT OPTION SHOULD BE SELECTED?

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

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

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

                    DETAILED INFORMATION FOR CONTRACT OWNERS

REQUIREMENTS FOR ISSUANCE OF A CONTRACT

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

SHORT-TERM CANCELLATION RIGHT OR "FREE LOOK"

Generally, a Contract may be returned for a refund within 10 days after it is
received by the Contract owner, within 45 days after Part I of the application
for insurance is signed or within 10 days after Pruco Life 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 Home Office specified in the Contract. A
Contract returned according to this provision shall be deemed void from the
beginning. The Contract owner will then receive a refund of all premium payments
made, plus or minus any change due to investment experience. However, if
applicable law so requires, the Contract owner who exercises his or her
short-term cancellation right will receive a refund of all premium payments
made, with no adjustment for investment experience.

CONTRACT FORMS

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


                                       7
<PAGE>

   
Contract and greater than Scheduled Premiums will generally result in increases
in the cash surrender value. See HOW A CONTRACT'S CASH SURRENDER VALUE WILL
VARY, page 16.

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

Both Form A and Form B Contracts covering insureds of 14 years of age or less
contain a special provision providing that the face amount of insurance will
automatically be increased, on the Contract anniversary after the insured's 21st
birthday, to 150% of the initial face amount, so long as the Contract is not
then in default. This new face amount becomes the new guaranteed minimum death
benefit. The death benefit will also usually increase, at the same time, by the
same dollar amount. In certain circumstances, however, it may increase by a
smaller amount. See WHEN A CONTRACT BECOMES PAID-UP, page 18 and HOW A
CONTRACT'S DEATH BENEFIT WILL VARY, page 17. This increase in death benefit will
also generally increase the net amount at risk under the Contract, thus
increasing the mortality charge deducted each month from amounts invested under
the Contract. See item 6 under CHARGES AND EXPENSES, page 12. The automatic
increase in the face amount of insurance may affect the level of future premium
payments you can make without causing the Contract to be classified as a
Modified Endowment Contract. See TAX TREATMENT OF CONTRACT BENEFITS, page 27.
You should consult your tax adviser and Pruco Life of New Jersey representative
before making unscheduled premium payments.

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

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

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

CONTRACT DATE

The Contract Date will ordinarily be the later of the application date and the
medical examination date. Under certain circumstances, we allowed the Contract
to be back-dated, but only to a date not earlier than six months prior to the
date of the application. It was advantageous for a Contract owner to have an
earlier Contract Date if it resulted 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 required 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 12.
    

PREMIUMS

   
Scheduled Premiums on the Contract are payable during the insured's lifetime on
an annual, semi-annual, quarterly or monthly basis on due dates set forth in the
Contract. If you pay premiums more often than annually, the aggregate annual
premium will be higher to compensate Pruco Life of New Jersey both for the
additional processing costs (see item 1 under CHARGES AND EXPENSES, page 12) and
for the loss of interest (computed generally at an annual rate of 8%) incurred
because premiums are paid throughout rather than at the beginning of each
Contract year. The premium amount depends on the Contract's initial death
benefit and the insured's age at issue, sex (except where unisex rates 
    


                                       8
<PAGE>

   
apply), and risk classification. If you pay premiums other than monthly, we will
notify you about three weeks before each due date, that a premium is due. If you
pay premiums monthly, we will send to you each year a book with 12 coupons that
will serve as a reminder. You may change the frequency of premium payments with
Pruco Life of New Jersey's consent.

You may elect to have monthly premiums paid automatically under the "Pru-Matic
Premium Plan" by pre-authorized transfers from a bank checking account.
Currently, Contract owners selecting the Pru-Matic Premium Plan on Contracts
issued after June 1, 1987 will have reduced current monthly expense charges. See
item 4 under CHARGES AND EXPENSES, page 12. You may also be eligible to have
monthly premiums paid by pre-authorized deductions from an employer's payroll.

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

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

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

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

                         $60,000 FACE AMOUNT        $100,000 FACE AMOUNT
                      ---------------------------------------------------

                       PREFERRED     STANDARD     PREFERRED      STANDARD
      -------------------------------------------------------------------

       MALE, AGE 35
         AT ISSUE      $ 554.80      $ 669.40      $ 902.00     $1,093.00
      -------------------------------------------------------------------

      FEMALE, AGE 45
         AT ISSUE      $ 698.80      $ 787.60     $1,142.00     $1,290.00
      -------------------------------------------------------------------

       MALE, AGE 55
         AT ISSUE      $1,556.20    $1,832.20     $2,571.00     $3,031.00
      -------------------------------------------------------------------

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.


                                       9
<PAGE>

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

                         $60,000 FACE AMOUNT        $100,000 FACE AMOUNT
                      ----------------------------------------------------

                        MONTHLY       ANNUAL        MONTHLY        ANNUAL
      -------------------------------------------------------------------

       MALE, AGE 35
         AT ISSUE       $ 50.00      $ 554.80       $ 80.00       $ 902.00
      -------------------------------------------------------------------

      FEMALE, AGE 45
         AT ISSUE       $ 62.60      $ 698.80       $101.00      $1,142.00
      -------------------------------------------------------------------

       MALE, AGE 55
         AT ISSUE       $136.40     $1,556.20       $224.00      $2,571.00
      -------------------------------------------------------------------

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

In some cases the payment of greater than Scheduled Premiums or favorable
investment experience may result in the Contract becoming paid-up so that no
further premium payments will be necessary. If this happens, Pruco Life of New
Jersey may refuse to accept any further premium payments. If a Contract becomes
paid-up, the death benefit then inforce becomes the guaranteed minimum death
benefit; apart from this guarantee, the death benefit and the cash surrender
value of the paid-up Contract will thereafter vary daily to reflect the
investment experience of amounts invested under the Contract. Contracts sold
beginning in September 1986 in jurisdictions where all necessary approvals have
been obtained will no longer become paid-up. Instead, the death benefit will be
increased so that it is always at least as great as the Contract Fund divided by
the net single premium for the insured's attained age at such time. See HOW A
CONTRACT'S DEATH BENEFIT WILL VARY, page 17. The term "Contract Fund" refers
generally to the total amount invested under the Contract and is defined under
CHARGES AND EXPENSES on page 12. The term "net single premium," the factor which
determines how much the death benefit will increase for a given increase in the
Contract Fund, is defined and illustrated under item 2 of HOW A CONTRACT'S DEATH
BENEFIT WILL VARY on page 17. Whenever the death benefit is determined in this
way, Pruco Life of New Jersey reserves the right to refuse to accept further
premium payments, although in practice the payment of the lesser of two years'
Scheduled Premiums or the average of all premiums paid over the last five years
will generally be allowed.

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

ALLOCATION OF PREMIUMS

   
The initial premium, after we deduct applicable charges, is allocated among the
subaccounts, the fixed-rate option or the Real Property Account on the Contract
Date, according to the desired allocation specified in the application form. The
invested portion of all subsequent premiums, are placed in the selected
investment option[s] on the date of receipt at a Home Office. A $2 per payment
processing charge and a deduction of up to 7.5% to cover certain charges apply
to all subsequent premium payments. The remainder will be invested as of the end
of the valuation period in which it is received at a Home Office in accordance
with the allocation you previously designated. The "valuation period" means the
period of time from one determination of the value of the amount invested in a
subaccount to the next. Such determinations are made when the net asset values
of the portfolios of the Series Fund are calculated, which is generally at 4:15
p.m. Eastern time on each day during which the New York Stock Exchange is open.
Provided the Contract is not in default, you may change the way in which
subsequent premiums are allocated by giving written notice to a Home Office or
by telephoning a Home Office, provided you are enrolled to use the Telephone
Transfer System. There is no charge for reallocating future premiums among the
investment options. If any portion of a premium is allocated to a particular
subaccount, to the fixed-rate option or to the Real Property Account, that
portion must be at least 10% on the date the allocation takes effect. All
percentage allocations must be in whole numbers. For example, 33% can be
selected but 33 1/3% cannot. Of course, the total allocation of all selected
investment options must equal 100%.
    


                                       10
<PAGE>

   
DOLLAR COST AVERAGING

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

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

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

TRANSFERS

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

Transfers among subaccounts will take effect as of the end of the valuation
period in which a proper transfer request is received at a Home Office. The
request may be in terms of dollars, such as a request to transfer $10,000 from
one subaccount to another, or may be in terms of a percentage reallocation among
subaccounts. In the latter case, as with premium reallocations, the percentages
must be in whole numbers. You may transfer amounts by proper written notice to a
Home Office or by telephone, provided you are enrolled to use the Telephone
Transfer System. You will automatically be enrolled to use the Telephone
Transfer System unless the Contract is jointly owned or if you elect not to have
this privilege. Telephone transfers may not be available on Contracts that are
assigned, see ASSIGNMENT, page 30 , depending on the terms of the assignment.

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

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

We may, on a non-discriminatory basis, permit the owner of an APPRECIABLE LIFE
insurance policy issued by Pruco Life of New Jersey (this fixed-benefit policy
is briefly described under RIGHT TO EXCHANGE A CONTRACT FOR A FIXED-BENEFIT
    


                                       11
<PAGE>

   
INSURANCE POLICY on page 27) to exchange his or her policy for a comparable
Variable APPRECIABLE LIFE Contract with the same Contract Date, Scheduled
Premiums, and Contract Fund without charge.

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

CHARGES AND EXPENSES

   
This section provides a more detailed description of each charge that is
described briefly in the chart on page 4.

In several instances we use the terms "maximum charge" and "current charge." The
"maximum charge," in each instance, is the highest charge that Pruco Life of New
Jersey is entitled to make under the Contract. The "current charge" is the lower
amount that Pruco Life of New Jersey is now charging. If circumstances change,
Pruco Life of New Jersey reserves the right to increase each current charge, up
to the maximum charge, without giving any advance notice.

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

      1.    We deduct a charge of $2 from each premium payment to cover the cost
            of collecting and processing premiums. Thus, if you pay premiums
            annually, you will incur lower aggregate processing charges than
            those who pay premiums more frequently. During 1998, 1997, and 1996,
            Pruco Life of New Jersey received a total of approximately $808,000,
            $874,000, and $949,000, respectively, in processing charges.

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

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


                                       12
<PAGE>

- --------------------------------------------------------------------------------
                            THE DEFERRED SALES CHARGE
                                        WILL              WHICH IS EQUAL TO THE
                                  BE THE FOLLOWING       FOLLOWING PERCENTAGE OF
                                     PERCENTAGE               THE SCHEDULED
       FOR CONTRACTS          OF ONE SCHEDULED ANNUAL    PREMIUMS DUE TO DATE OF
     SURRENDERED DURING               PREMIUM                   SURRENDER
- --------------------------------------------------------------------------------

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%
- --------------------------------------------------------------------------------

   
            For Contracts under which premiums are payable more frequently than
            annually, the deferred sales charge will be 25% of the first year's
            Scheduled Premiums due on or before the date of surrender or lapse
            and 5% of the Scheduled Premiums for the second through fifth
            Contract years due on or before the date of surrender or lapse.
            Thus, for such Contracts the maximum deferred sales charge will also
            be equal to 9% of the total Scheduled Premiums for the first five
            Contract years. This amount will be higher in dollar amount than it
            would have been had premiums been paid annually because the total of
            the Scheduled Premiums is higher. See PREMIUMS, page 4. 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 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
            1998, 1997, and 1996, Pruco Life of New Jersey received a total of
            approximately $18,000, $33,000, and $63,000, respectively, in sales
            load charges.

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

      3.    We deduct a charge from each premium payment for state and local
            premium-based taxes. This charge is equal to 2.5% of the premium
            remaining after the $2 processing charge has been deducted. (The
            7.5% deduction referred to on page 10 is made up of the 5% sales
            load charge and the 2.5% premium tax charge). Pruco Life of New
            Jersey may collect more for this charge than it actually pays for
            premium taxes. During 1998, 1997, and 1996, Pruco Life of New Jersey
            received a total of approximately $1,015,000, $1,174,000, and
            $1,303,000, respectively, in charges for payment of state premium
            taxes.

      4.    On each Monthly date, we reduce the Contract Fund by an expense
            charge of $2.50 per Contract and up to $0.02 per $1,000 of face
            amount (excluding the automatic increase under Contracts issued on
            insureds of 14 years of age or less). Currently this $0.02 per
            $1,000 charge will not be greater than $2 per month. We currently
            waive this $0.02 per $1,000 charge for Contracts issued after June
            1, 1987 on a Pru-Matic Plan basis. 
    


                                       13
<PAGE>

   
            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. We
            will not make this charge if your Contract becomes paid-up or has
            been continued inforce, after lapse, as variable reduced paid-up
            insurance. During 1998, 1997, and 1996, Pruco Life of New Jersey
            received a total of approximately $2,418,000, $2,938,000, and
            $2,980,000, respectively, in monthly administrative charges.

      5.    On each Monthly date, we reduce the Contract Fund by a charge of
            $0.01 per $1,000 of face amount (excluding the automatic increase
            under Contracts issued on insureds of 14 years of age or less). We
            deduct this charge for the risk we assume by guaranteeing that, no
            matter how unfavorable investment experience may be, the death
            benefit will never be less than the face amount, provided Scheduled
            Premiums are paid on or before the due date or during the grace
            period. We do not make this charge if your Contract becomes paid-up
            or has been continued inforce, after lapse, as variable reduced
            paid-up insurance. During 1998, 1997, and 1996, Pruco Life of New
            Jersey received a total of approximately $398,000, $581,000, and
            $578,000, respectively, for this risk charge.

      6.    On each Monthly date, we deduct a mortality charge from the Contract
            Fund to cover anticipated mortality costs. When an insured dies, the
            amount paid to the beneficiary is larger than the Contract Fund and
            significantly larger if the insured dies in the early years of a
            Contract. The mortality charges enable Pruco Life of New Jersey to
            pay this larger death benefit. We determine the charge by
            multiplying the "net amount at risk" under a Contract (the amount by
            which the Contract's death benefit, computed as if there were
            neither riders nor Contract debt, exceeds the Contract Fund) by a
            rate based upon: (1) the insured's sex (except where unisex rates
            apply); (2) current attained age; and (3) the anticipated mortality
            for that class of persons. The maximum rate that Pruco Life of New
            Jersey may charge is based upon the 1980 CSO Tables. We may
            determine that a lesser amount than that called for by these
            mortality tables will be adequate to defray anticipated mortality
            costs for insureds of particular ages. If this occurs, we may make a
            lower mortality charge for such persons. We reserve the right to
            charge full mortality charges based on the applicable 1980 CSO
            Table, and any lower current mortality charges are not applicable to
            Contracts inforce pursuant to an option on lapse. See OPTIONS ON
            LAPSE, page 26. If a Contract has a face amount of at least $100,000
            and the insured has met strict underwriting requirements so that the
            Contract is inforce on a "Select Rating" basis for the particular
            risk classification, current mortality charges for all ages may be
            lower still.
    

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

   
      7.    We deduct a charge for assuming mortality and expense risks. We
            deduct daily from the assets of each of the subaccounts of the
            Account and/or from the subaccount of the Real Property Account
            relating to this Contract, a percentage of those assets equivalent
            to an effective annual rate of 0.6%. 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. During 1998, 1997, and
            1996, Pruco Life of New Jersey received a total of approximately
            $4,631,000, $4,232,000, and $3,660,000, respectively, in mortality
            and expense risk charges. This charge is not assessed against
            amounts allocated to the fixed-rate option.

      8.    We deduct an administrative charge of $5 for each $1,000 of face
            amount of insurance (excluding the automatic increase under
            Contracts issued on insureds of 14 years of age or less) upon lapse
            or surrender of the Contract. This charge is made to cover the costs
            of: (1) processing applications; (2) conducting medical
            examinations; (3) determining insurability and the insured's risk
            class; and (4) establishing records relating to the Contract.
            However, this charge will not be assessed upon issuance of the
            Contract, nor will it ever be deducted from any death benefit
            payable under the Contract. Rather, it will be deducted only if the
            Contract is surrendered or lapses when it is in default past its
            days of grace, and even then it will not be deducted at all for
            Contracts that stay inforce through the end of the Contract's 10th
            anniversary (later if additional insurance is added after issue).
            And the charge will be reduced for Contracts that lapse or are
            surrendered before then but after the Contract's fifth anniversary.
            Specifically, the charge of $5 per $1,000 will be assessed upon
            surrenders or lapses occurring on or before the Contract's fifth
            anniversary. For each additional full month that the Contract stays
            inforce on a premium paying basis, this charge is reduced by $0.0833
            per $1,000 of initial face amount, so that it disappears on the 10th
            anniversary. During 1998, 1997, and 1996, Pruco Life of New Jersey
            received a total of approximately $118,000, $248,000, and $441,000,
            respectively, from surrendered or lapsed Contracts. Additionally, if
            a Contract has a face amount of at least $100,000 and was issued on
            other 
    


                                       14
<PAGE>

   
            than a Select Rating basis (see item 6, above), the owner may
            request that the Contract be reclassified to a Select Rating basis.
            Requests for reclassification to a Select Rating basis may be
            subject to an underwriting fee of up to $250, but we currently
            intend to waive that charge if the reclassification is effected
            concurrently with an increase in face amount.

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

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

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

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

- --------------------------------------------------------------------------------
                                                                      TOTAL
                           INVESTMENT       OTHER EXPENSES           EXPENSES
                            ADVISORY        (after expense        (after expense
       PORTFOLIO              FEE          reimbursement)*       reimbursement)*
- --------------------------------------------------------------------------------
   
MONEY MARKET
DIVERSIFIED BOND             0.40%              0.00%*                0.40%*
GOVERNMENT INCOME            0.40%              0.00%*                0.40%*
CONSERVATIVE BALANCED        0.40%              0.03%                 0.43%
FLEXIBLE MANAGED             0.55%              0.00%*                0.40%*
HIGH YIELD BOND              0.60%              0.00%*                0.40%*
STOCK INDEX                  0.55%              0.03%                 0.58%
EQUITY INCOME                0.35%              0.02%                 0.37%
EQUITY                       0.40%              0.02%                 0.42%
PRUDENTIAL JENNISON          0.45%              0.00%*                0.40%*
SMALL CAPITALIZATION         0.60%              0.03%                 0.63%
STOCK                        0.40%              0.07%                 0.47%
GLOBAL                       0.75%              0.11%                 0.86%
NATURAL RESOURCES            0.45%              0.04%                 0.49%
- --------------------------------------------------------------------------------

*     Some investment management fees and expenses charged to the Series Fund
      may be higher than those that were previously charged to the Pruco Life
      Series Fund, Inc. (0.4%), in which the Account previously invested. Pruco
      Life of New Jersey currently makes payments to the following five
      subaccounts so that the portfolio expenses indirectly borne by a Contract
      owner investing in the Money Market, Diversified Bond, Conservative
      Balanced, Flexible Managed, and Equity Portfolios will not exceed 0.4%.
      Without such adjustments, the portfolio expenses indirectly borne by a
      Contract owner, expressed as a percentage of the average daily net assets
      by portfolio, would have been:

      (1) 0.41% for the Money Market Portfolio;
      (2) 0.42%for the Diversified Bond Portfolio;
      (3) 0.57% for the Conservative Balanced Portfolio;
      (4) 0.61% for the Flexible Managed Portfolio; and
      (5) 0.47% for the Equity Portfolio.
    

      No such offset will be made with respect to the remaining portfolios,
      which had no counterparts in the Pruco Life Series Fund, Inc.

   
The earnings of the Account are taxed as part of the operations of Pruco Life of
New Jersey. No charge is being made currently to the Account for Company federal
income taxes. Pruco Life of New Jersey reviews 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.
    


                                       15
<PAGE>

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 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

   
We may reduce the sales charges and/or other charges on individual Contracts
sold to members of a class of associated individuals, or to a trustee, employer
or other entity representing a class, where it is expected that such multiple
sales will result in savings of sales or administrative expenses. Pruco Life 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) the
purpose for which the individual Contracts are purchased and whether that
purpose makes it likely that expenses will be reduced; and (5) any other
circumstances which we believe to be relevant in determining whether reduced
sales or administrative expenses may be expected. Some of the reductions in
charges for these sales may be contractually guaranteed; other reductions may be
withdrawn or modified by Pruco Life 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

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

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

(1)   the value of the securities in which the assets of the subaccount[s] have
      been invested;
(2)   the investment performance of the Real Property Account if that option has
      been selected;
(3)   interest credited on amounts allocated to the fixed-rate option;
(4)   the daily asset charge for mortality and expense risk equal to 0.001639%
      of the assets of the subaccount[s] of the Account; and
(5)   the subaccount of the Real Property Account relating to this Contract.

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

A Contract's cash surrender value on any date will be the Contract Fund value
reduced by the deferred sales and administrative charges, if any, and any
Contract debt. Upon request, Pruco Life 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. Also illustrated 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 to guarantee the
Contract against lapse regardless of investment performance for each illustrated
Contract under each of the assumed investment returns.
    


                                       16
<PAGE>

HOW A CONTRACT'S DEATH BENEFIT WILL VARY

   
As described earlier, there are two forms of the Contract, Form A and Form B.
Moreover, in September 1986 Pruco Life 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 will not become paid-up.
    

1. ORIGINAL CONTRACTS:

   
(A)   If a Form A Contract is chosen, the death benefit will not vary (except
      for Contracts issued on insureds of age 14 or less, see REQUIREMENTS FOR
      ISSUANCE OF A CONTRACT on page 7) regardless of the payment of additional
      premiums or the investment results of the selected investment options,
      unless the Contract becomes paid-up. See WHEN A CONTRACT BECOMES PAID-UP,
      page 18. The death benefit does reflect a deduction for the amount of any
      Contract debt. See CONTRACT Loans, page 25.

(B)   If a Form B Contract is chosen, the death benefit will vary with
      investment experience and premium payments. Assuming no Contract debt, the
      death benefit under a Form B Contract will, on any day, be equal to the
      face amount of insurance plus the amount (if any) by which the Contract
      Fund value exceeds the applicable "Tabular Contract Fund Value" for the
      Contract. The "Tabular Contract Fund Value" for each Contract year is an
      amount that is slightly less than the Contract Fund value that would
      result as of the end of such year if: (1) you paid only Scheduled
      Premiums; (2) you paid Scheduled Premiums when due; (3) your selected
      investment options earned a net return at a uniform rate of 4% per year;
      (4) we deducted full mortality charges based upon the 1980 CSO Table; (5)
      we deducted maximum sales load and expense charges; and (6) there was no
      Contract debt. Each Contract contains a table that sets forth the Tabular
      Contract Fund Value as of the end of each of the first 20 years of the
      Contract. Tabular Contract Fund Values between Contract anniversaries are
      determined by interpolation.

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

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

2. REVISED CONTRACTS:

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

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

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


                                       17
<PAGE>

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

                         INCREASE IN                                INCREASE IN
                          INSURANCE                                  INSURANCE
                        AMOUNT PER $1                              AMOUNT PER $1
  MALE        NET       INCREASE IN         FEMALE      NET         INCREASE
ATTAINED    SINGLE         CONTRACT        ATTAINED    SINGLE      IN CONTRACT
   AGE      PREMIUM          FUND             AGE      PREMIUM         FUND
- ---------------------------------------  ---------------------------------------

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

      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 average of all premiums paid over
      the last 5 years will generally be allowed.

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

WHEN A CONTRACT BECOMES PAID-UP

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

We guarantee that the death benefit of a paid-up Contract then inforce will not
be reduced by the investment experience of the investment options in which the
Contract participates. The cash surrender value of a paid-up Contract continues
to vary daily to reflect investment experience and monthly to reflect continuing
mortality charges, but the other monthly deductions (see items 4 and 5 under
CHARGES AND EXPENSES, page 12) will not be made. The death benefit of a paid-up
Contract on any day (whether the Contract originally was Form A or Form B) will
be equal to the amount of paid-up insurance that can be purchased with the
Contract Fund on that day, but never less than the guaranteed minimum amount.

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

FLEXIBILITY AS TO PAYMENT OF PREMIUMS

   
A significant feature of this Contract is that it permits the owner to pay
greater than Scheduled Premiums. Conversely, payment of a Scheduled Premium need
not be made if the Contract Fund is large enough to pay the charges due under
the Contract without causing the Contract to lapse. See LAPSE AND REINSTATEMENT,
page 22. In general, we will accept any premium payment if the payment is at
least $25. Pruco Life 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 increase the
Contract Fund and make it more likely that the Contract will become paid-up.
Greater than scheduled payments under an original version Form B Contract
increase both the Contract Fund and the death benefit, but it is less likely to
become paid-up than a Form A Contract on which the same premiums are paid. For
all Contracts, the privilege of making large or additional premium payments
offers a way of investing amounts which accumulate without current income
taxation.
    


                                       18
<PAGE>

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

SURRENDER OF A CONTRACT

   
You may surrender your Contract, in whole or in part, for its cash surrender
value or a fixed reduced paid-up insurance benefit while the insured is living.
Partial surrender involves splitting the Contract into two Contracts. One is
surrendered for its cash surrender value; the other is continued inforce on the
same terms as the original Contract except that premiums and cash surrender
values will be proportionately reduced. The reduction is based upon the face
amount of insurance. The Contract's face amount of insurance must be at least
equal to the minimum face amount applicable to the insured's Contract. See
REQUIREMENTS FOR ISSUANCE OF A CONTRACT, page 7. For paid-up Contracts, both the
death benefit and the guaranteed minimum death benefit will be reduced. The
death benefit immediately after the partial withdrawal must be at least equal to
the minimum face amount applicable to the insured's Contract.

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

WITHDRAWAL OF EXCESS CASH SURRENDER VALUE

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

Whenever a partial withdrawal is made, the death benefit payable will
immediately be reduced, generally by the amount of the withdrawal. This will not
change the guaranteed minimum amount of insurance under a Form B Contract (i.e.,
the face amount) or the amount of the Scheduled Premium that will be payable
thereafter on such a Contract. Under a Form A Contract, however, the guaranteed
minimum amount of insurance will be reduced by the amount of the partial
withdrawal. A partial withdrawal will not be permitted under a Form A Contract
if it would result in a new face amount less than the minimum face amount
applicable to the insured's Contract. See REQUIREMENTS FOR ISSUANCE OF A
CONTRACT, page 7. It is important to note, however, that if the face amount is
decreased, the Contract might be classified as a Modified Endowment Contract.
See TAX TREATMENT OF CONTRACT BENEFITS, page 27. Before making any withdrawal
which causes a decrease in face amount, you should consult your tax adviser and
Pruco Life 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 applicable surrender charges, based upon the
percentage reduction in face amount. We will send replacement Contract pages
showing the new face amount, new tabular values and, if applicable, a new table
of surrender charges to owners of a Form A Contract who make a partial
withdrawal.

Withdrawal of part of the cash surrender value increases the risk that the
Contract Fund may be insufficient to provide for benefits under the Contract. If
such a withdrawal is followed by unfavorable investment experience, the Contract
may lapse even if Scheduled Premiums continue to be paid when due. This is
because, Pruco Life of New Jersey treats withdrawals as a return of premium for
purposes of determining whether a lapse has occurred. Withdrawals from paid up
Contracts may result in an increased mortality charge.
    


                                       19
<PAGE>

INCREASES IN FACE AMOUNT

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

(1)   the minimum permissible increase is $25,000, while the minimum for a new
      Contract was $60,000; 
(2)   monthly fees are lower because only a single $2.50 per month
      administrative charge is made rather than two;
(3)   a combined premium payment results in deduction of a single $2 per premium
      processing charge while separate premium payments for separate Contracts
      would involve two charges;
(4)   the monthly expense charge of $0.02 per $1,000 of face amount may be lower
      if the increase is to a face amount greater than $100,000; and
(5)   the Contract will lapse or become paid-up as a unit, unlike the case if
      two separate Contracts are purchased.

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

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

(1)   You must ask for the increase in writing on an appropriate form;
(2)   The amount of the increase in face amount must be at least $25,000;
(3)   The insured must supply evidence of insurability for the increase
      satisfactory to Pruco Life of New Jersey;
(4)   If Pruco Life of New Jersey requests, you must send in the Contract to be
      suitably endorsed ;
(5)   The Contract must be neither paid up nor in default on the date the
      increase takes effect;
(6)   You must pay an appropriate premium at the time of the increase;
(7)   Pruco Life of New Jersey has the right to deny more than one increase in a
      Contract year; and
(8)   If between the Contract Date and the date that your requested increase in
      face amount would take effect, Pruco Life of New Jersey has changed any of
      the bases on which benefits and charges are calculated for newly issued
      Contracts, then we have the right to deny the increase.
    

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

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

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

We will supply you with pages showing the increased face amount, the effective
date of the increase, and the recomputed items described earlier. The pages will
also describe how the face amount increase affects the various provisions of the
Contract. Including a statement that, for the amount of the increase in face
amount, the period stated in the Incontestability and Suicide provisions (see
OTHER GENERAL CONTRACT PROVISIONS, page 30) will run from the effective date of
the increase.

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


                                       20
<PAGE>

   
Premium and the increase in Scheduled Premiums. Because an increase in face
amount triggers new contingent deferred sales and administrative charges, you
should not elect to increase the face amount of your Contract if you are
contemplating a total or partial surrender or a decrease in the face amount of
insurance.

An increase in face amount will be treated comparably to the issuance of a new
Contract for purposes of the non-guaranteed waiver of the 5% front-end sales
load, described under item 2 of CHARGES AND EXPENSES on page 12. Thus, premiums
paid after the increase will, for purposes of determining whether the 5%
front-end sales load will be waived, be allocated to the base Contract and to
the increase based on the proportional premium allocation rule just described.
The waiver will apply to the premiums paid after the increase only after the
premiums so allocated exceed five scheduled annual premiums for the increase.
Thus, a Contract owner considering an increase in face amount should be aware
that such an increase will entail sales charges comparable to the purchase of a
new Contract.

If you elect to increase the face amount of your Contract, you will receive a
"free-look" right and a right to convert to a fixed-benefit contract, which will
apply only to the increase in face amount, not the entire Contract. These rights
are comparable to the rights afforded to the purchaser of a new Contract. See
SHORT-TERM CANCELLATION RIGHT OR "FREE LOOK", page 7 and RIGHT TO EXCHANGE A
CONTRACT FOR A FIXED-BENEFIT INSURANCE POLICY, page 27.

The "free-look" right allows a Contract to be returned for a refund within 10
days after it is received by the Contract owner, within 45 days after Part I of
the application for insurance is signed or within 10 days after Pruco Life 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 Home Office specified in
the Contract. A Contract returned according to this provision shall be deemed
void from the beginning. The Contract owner will then receive a refund of all
premium payments made, plus or minus any change due to investment experience.
However, if applicable law so requires, the Contract owner who exercises his or
her short-term cancellation right will receive a refund of all premium payments
made, with no adjustment for investment experience.

Charges deducted since the increase will be recomputed as though no increase had
been effected. The right to convert the increase in face amount to a
fixed-benefit policy will exist for 24 months after the increase is issued and
the form of exchange right will be the same as that available under the base
Contract purchased. There may be a cash payment required upon the exchange. See
SHORT-TERM CANCELLATION RIGHT OR "FREE LOOK", page 7 and RIGHT TO EXCHANGE A
CONTRACT FOR A FIXED-BENEFIT INSURANCE POLICY, page 27.
    

DECREASES IN FACE AMOUNT

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

The minimum permissible decrease is $10,000. A decrease will not be permitted if
it causes the face amount of the Contract to drop below the minimum face amount
applicable to the insured's Contract. See REQUIREMENTS FOR ISSUANCE OF A
CONTRACT, page 7. A reduction will not be permitted if it causes the Contract to
fail to qualify as "life insurance" for purposes of section 7702 of the Internal
Revenue Code. A Contract is no longer eligible for the Select Rating if the face
amount is reduced below $100,000.

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


                                       21
<PAGE>

LAPSE AND REINSTATEMENT

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

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

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

A Contract that has lapsed may be reinstated within three years after the date
of default unless the Contract has been surrendered for its cash surrender
value. To reinstate a lapsed Contract, Pruco Life 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 26.

WHEN PROCEEDS ARE PAID

   
We will generally pay any death benefit, cash surrender value, loan proceeds or
partial withdrawal within seven days after receipt at a Home Office of all the
documents required for such a payment. Other than the death benefit, which is
determined as of the date of death, the amount will be determined as of the end
of the valuation period in which the necessary documents are received at a Home
Office. However, we may delay payment of proceeds from the subaccount[s] and the
variable portion of the death benefit due under the Contract if the disposal or
valuation of the Account's assets is not reasonably practicable because: (1) the
New York Stock Exchange is closed for other than a regular holiday or weekend;
(2) trading is restricted by the SEC; or (3) the SEC declares that an emergency
exists.

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

LIVING NEEDS BENEFIT

   
The LIVING NEEDS BENEFIT(R) is available under the Contract. It may be added
to Contracts at issue and there is no charge for adding the benefit to a
Contract. However, an administrative charge (not to exceed $150) will be made at
the time the LIVING NEEDS BENEFIT is paid.

The LIVING NEEDS BENEFIT allows you to elect to receive an accelerated payment
of all or part of the Contract's death benefit, adjusted to reflect current
value, at a time when certain special needs exist. The adjusted death benefit
will always be less than the death benefit, but will generally be greater than
the Contract's cash surrender value. One or both of the following options may be
available. You should consult with a Pruco Life of New Jersey representative as
to whether additional options may be available.

TERMINAL ILLNESS OPTION. This option is available if the insured is diagnosed as
terminally ill with a life expectancy of six months or less. When satisfactory
evidence is provided, Pruco Life 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 six months. If the
insured dies before all of the payments have been made, the present value of the
remaining payments will be paid to the beneficiary designated in the Living
Needs Benefit claim form.
    


                                       22
<PAGE>

   
NURSING HOME OPTION. This option is available after the insured has been
confined to an eligible nursing home for six months or more. When satisfactory
evidence is provided, including certification by a licensed physician, that the
insured is expected to remain in the nursing home until death, Pruco Life 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 two),
depending upon the age of the insured. If the insured dies before all of the
payments have been made, the present value of the remaining payments will be
paid to the beneficiary designated in the LIVING NEEDS BENEFIT claim form in a
single sum.

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

No benefit will be payable if the Contract owner is required to elect it in
order to meet the claims of creditors or to obtain a government benefit. Pruco
Life 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.

You should consider whether adding this settlement option is appropriate in your
given situation. Adding the LIVING NEEDS BENEFIT to the Contract has no adverse
consequences; however, electing to use it could. With the exception of certain
business-related policies, the LIVING NEEDS BENEFIT is excluded from income if
the insured is terminally ill or chronically ill as defined in the tax law
(although the exclusion in the latter case may be limited). You should consult a
qualified tax adviser before electing to receive this benefit. Receipt of a
LIVING NEEDS BENEFIT payment may also affect your eligibility for certain
government benefits or entitlements.
    

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

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

o     a Contract with a face amount of $60,000 bought by a 35 year old male,
      non-smoker, with no extra risks or substandard ratings, and no extra
      benefit riders added to the Contract.

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

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

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

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

The first table (page T1) assumes a Form A Contract has been purchased and the
second table (page T2) assumes a Form B Contract has been purchased. Both assume
the current charges will continue for the indefinite future. Moreover, these
tables reflect Pruco Life 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 CHARGES AND EXPENSES, page 12. 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 we do not
currently intend to withdraw or modify these reductions in charges or additions
to the Contract Fund, we reserve the right to do so.

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

Finally, there are four assumptions, shown separately, about the average
investment performance of the portfolios. The first is that there will be a
uniform 0% gross rate of return with the average value of the Contract Fund
uniformly 
    


                                       23
<PAGE>

   
adversely affected by very unfavorable investment performance. The other three
assumptions are that investment performance will be at a uniform gross annual
rate of 4%, 8% and 12%. Actual returns will fluctuate from year to year. In
addition, death benefits and cash surrender values would be different from those
shown if investment returns averaged 0%, 4%, 8% and 12% but fluctuated from
those averages throughout the years. Nevertheless, these assumptions help show
how the Contract values change with investment experience.

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

A gross return (as well as the net return) is shown at the top of each column.
The gross return represents the combined effect of investment income and capital
gains and losses, realized or unrealized, of the portfolios before any reduction
is made for investment advisory fees or other Series Fund expenses. The net
return reflects average total annual expenses of the 13 portfolios of 0.48%, and
the daily deduction from the Contract Fund of 0.6% per year. Thus, based on the
above assumptions, gross investment returns of 0%, 4%, 8% and 12% are the
equivalent of net investment returns of -1.08%, 2.92%, 6.92% and 10.92%,
respectively. The actual fees and expenses of the portfolios associated with a
particular Contract may be more or less than 0.48% and will depend on which
subaccounts are selected. The death benefits and cash surrender values shown
reflect the deduction of all expenses and charges both from the Series Fund and
under the Contract.

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


                                       24
<PAGE>

   
                                  ILLUSTRATIONS

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

<TABLE>
<CAPTION>
                                            Death Benefit (2)(3)                
                            ----------------------------------------------------
                                   Assuming Hypothetical Gross (and Net)        
               Premiums                 Annual Investment Return of             
  End of     Accumulated    ----------------------------------------------------
  Policy    at 4% Interest    0% Gross     4% Gross     8% Gross     12% Gross  
   Year      Per Year (4)   (-1.08% Net)  (2.92% Net)  (6.92% Net)  (10.92% Net)
  ------    --------------  ------------  -----------  -----------  ------------
<S>             <C>            <C>          <C>         <C>           <C>       
     1          $   577        $60,000      $60,000     $ 60,000      $ 60,000  
     2          $ 1,177        $60,000      $60,000     $ 60,000      $ 60,000  
     3          $ 1,801        $60,000      $60,000     $ 60,000      $ 60,000  
     4          $ 2,450        $60,000      $60,000     $ 60,000      $ 60,000  
     5          $ 3,125        $60,000      $60,000     $ 60,000      $ 60,000  
     6          $ 3,827        $60,000      $60,000     $ 60,000      $ 60,000  
     7          $ 4,557        $60,000      $60,000     $ 60,000      $ 60,000  
     8          $ 5,317        $60,000      $60,000     $ 60,000      $ 60,000  
     9          $ 6,106        $60,000      $60,000     $ 60,000      $ 60,000  
    10          $ 6,927        $60,000      $60,000     $ 60,000      $ 60,000  
    15          $11,553        $60,000      $60,000     $ 60,000      $ 60,000  
    20          $17,182        $60,000      $60,000     $ 60,000      $ 60,000  
    25          $24,029        $60,000      $60,000     $ 60,000      $ 85,766  
30 (Age 65)     $32,361        $60,000      $60,000     $ 60,000      $132,830  
    35          $49,714        $60,000      $60,000     $ 74,682      $203,582  
    40          $70,827        $60,000      $60,000     $ 97,614      $311,157  
    45          $96,515        $60,000      $60,000     $127,193      $477,211  
<CAPTION>

                             Cash Surrender Value (2)(3)
             ----------------------------------------------------
                    Assuming Hypothetical Gross (and Net)
                        Annual Investment Return of
  End of     ----------------------------------------------------
  Policy       0% Gross     4% Gross     8% Gross     12% Gross
   Year      (-1.08% Net)  (2.92% Net)  (6.92% Net)  (10.92% Net)
  ------     ------------  -----------  -----------  ------------
<S>             <C>          <C>         <C>           <C>     
     1          $     0      $     0     $      0      $      0
     2          $   226      $   274     $    324      $    375
     3          $   528      $   622     $    721      $    826
     4          $   820      $   974     $  1,141      $  1,323
     5          $ 1,103      $ 1,331     $  1,586      $  1,871
     6          $ 1,514      $ 1,833     $  2,198      $  2,617
     7          $ 1,940      $ 2,365     $  2,865      $  3,454
     8          $ 2,354      $ 2,901     $  3,563      $  4,363
     9          $ 2,757      $ 3,441     $  4,293      $  5,353
    10          $ 3,148      $ 3,987     $  5,060      $  6,432
    15          $ 4,498      $ 6,422     $  9,267      $ 13,477
    20          $ 5,432      $ 8,964     $ 15,054      $ 25,599
    25          $ 5,704      $11,420     $ 23,075      $ 46,353
30 (Age 65)     $ 4,937      $13,488     $ 34,463      $ 81,008
    35          $16,913      $21,944     $ 50,691      $138,183
    40          $27,918      $31,143     $ 72,644      $231,563
    45          $38,178      $41,619     $101,925      $382,409
</TABLE>

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

(2)   Assumes no Contract loan has been made.

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

(4)   For a hypothetical gross investment return of 0%, the second Scheduled
      Premium will be $3,397.52. For a gross return of 4%, the second Scheduled
      Premium will be $1,836.06. For a gross return of 8%, the second Scheduled
      Premium will be $554.80. For a gross return of 12%, the second Scheduled
      Premium will be $554.80. The premiums accumulated at 4% interest in column
      2 are those payable if the gross investment return is 4%. For an
      explanation of why the scheduled premium may increase on the premium
      change date, see Premiums.

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


                                       T1
<PAGE>

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

<TABLE>
<CAPTION>
                                            Death Benefit (2)(3)                
                            ----------------------------------------------------
                                   Assuming Hypothetical Gross (and Net)        
               Premiums                 Annual Investment Return of             
  End of     Accumulated    ----------------------------------------------------
  Policy    at 4% Interest    0% Gross     4% Gross     8% Gross     12% Gross  
   Year      Per Year (4)   (-1.08% Net)  (2.92% Net)  (6.92% Net)  (10.92% Net)
  ------    --------------  ------------  -----------  -----------  ------------
<S>            <C>             <C>          <C>         <C>           <C>       
     1         $    577        $60,000      $60,016     $ 60,033      $ 60,050  
     2         $  1,177        $60,000      $60,031     $ 60,081      $ 60,132  
     3         $  1,801        $60,000      $60,048     $ 60,147      $ 60,252  
     4         $  2,450        $60,000      $60,066     $ 60,233      $ 60,413  
     5         $  3,125        $60,000      $60,087     $ 60,340      $ 60,623  
     6         $  3,827        $60,000      $60,138     $ 60,501      $ 60,917  
     7         $  4,557        $60,000      $60,194     $ 60,690      $ 61,275  
     8         $  5,317        $60,000      $60,256     $ 60,911      $ 61,704  
     9         $  6,106        $60,000      $60,324     $ 61,167      $ 62,214  
    10         $  6,927        $60,000      $60,400     $ 61,460      $ 62,814  
    15         $ 11,553        $60,000      $61,172     $ 63,964      $ 68,087  
    20         $ 17,182        $60,000      $62,472     $ 68,370      $ 78,536  
    25         $ 24,029        $60,000      $64,682     $ 75,687      $ 98,038  
30 (Age 65)    $ 32,361        $60,523      $68,429     $ 87,374      $133,180  
    35         $ 51,859        $62,457      $68,249     $ 89,963      $196,165  
    40         $ 75,582        $63,534      $69,194     $ 97,254      $301,320  
    45         $104,444        $64,247      $71,843     $111,596      $464,320  
<CAPTION>

                            Cash Surrender Value (2)(3)
            ----------------------------------------------------
                   Assuming Hypothetical Gross (and Net)
                       Annual Investment Return of
  End of    ----------------------------------------------------
  Policy      0% Gross     4% Gross     8% Gross     12% Gross
   Year     (-1.08% Net)  (2.92% Net)  (6.92% Net)  (10.92% Net)
  ------    ------------  -----------  -----------  ------------
<S>            <C>          <C>          <C>          <C>     
     1         $     0      $     0      $     0      $      0
     2         $   225      $   273      $   322      $    373
     3         $   526      $   620      $   719      $    823
     4         $   818      $   972      $ 1,138      $  1,319
     5         $ 1,100      $ 1,328      $ 1,581      $  1,864
     6         $ 1,511      $ 1,828      $ 2,191      $  2,607
     7         $ 1,937      $ 2,359      $ 2,855      $  3,439
     8         $ 2,351      $ 2,893      $ 3,549      $  4,342
     9         $ 2,754      $ 3,432      $ 4,275      $  5,322
    10         $ 3,145      $ 3,975      $ 5,035      $  6,388
    15         $ 4,513      $ 6,413      $ 9,205      $ 13,328
    20         $ 5,471      $ 8,932      $14,831      $ 24,996
    25         $ 5,771      $11,271      $22,276      $ 44,627
30 (Age 65)    $ 5,023      $12,929      $31,874      $ 77,680
    35         $16,759      $22,551      $44,265      $133,149
    40         $27,144      $32,804      $60,863      $224,243
    45         $35,985      $43,581      $83,334      $372,078
</TABLE>

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

(2)   Assumes no Contract loan has been made.

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

(4)   For a hypothetical gross investment return of 0%, the second Scheduled
      Premium will be $3,399.12. For a gross return of 4%, the second Scheduled
      Premium will be $2,216.85. For a gross return of 8%, the second Scheduled
      Premium will be $554.80. For a gross return of 12%, the second Scheduled
      Premium will be $554.80. The premiums accumulated at 4% interest in column
      2 are those payable if the gross investment return is 4%. For an
      explanation of why the scheduled premium may increase on the premium
      change date, see Premiums.

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


                                       T2
<PAGE>

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

<TABLE>
<CAPTION>
                                            Death Benefit (2)(3)                
                            ----------------------------------------------------
                                   Assuming Hypothetical Gross (and Net)        
               Premiums                 Annual Investment Return of             
  End of     Accumulated    ----------------------------------------------------
  Policy    at 4% Interest    0% Gross     4% Gross     8% Gross     12% Gross  
   Year      Per Year (4)   (-1.08% Net)  (2.92% Net)  (6.92% Net)  (10.92% Net)
  ------    --------------  ------------  -----------  -----------  ------------
<S>            <C>             <C>          <C>          <C>          <C>       
     1         $    577        $60,000      $60,000      $60,000      $ 60,000  
     2         $  1,177        $60,000      $60,000      $60,000      $ 60,000  
     3         $  1,801        $60,000      $60,000      $60,000      $ 60,000  
     4         $  2,450        $60,000      $60,000      $60,000      $ 60,000  
     5         $  3,125        $60,000      $60,000      $60,000      $ 60,000  
     6         $  3,827        $60,000      $60,000      $60,000      $ 60,000  
     7         $  4,557        $60,000      $60,000      $60,000      $ 60,000  
     8         $  5,317        $60,000      $60,000      $60,000      $ 60,000  
     9         $  6,106        $60,000      $60,000      $60,000      $ 60,000  
    10         $  6,927        $60,000      $60,000      $60,000      $ 60,000  
    15         $ 11,553        $60,000      $60,000      $60,000      $ 60,000  
    20         $ 17,182        $60,000      $60,000      $60,000      $ 60,000  
    25         $ 24,029        $60,000      $60,000      $60,000      $ 60,000  
30 (Age 65)    $ 32,361        $60,000      $60,000      $60,000      $ 85,626  
    35         $ 58,960        $60,000      $60,000      $60,000      $122,755  
    40         $ 91,322        $60,000      $60,000      $60,213      $173,821  
    45         $130,695        $60,000      $60,000      $83,711      $244,651  
<CAPTION>

                            Cash Surrender Value (2)(3)
            ----------------------------------------------------
                   Assuming Hypothetical Gross (and Net)
                       Annual Investment Return of
  End of    ----------------------------------------------------
  Policy      0% Gross     4% Gross     8% Gross     12% Gross
   Year     (-1.08% Net)  (2.92% Net)  (6.92% Net)  (10.92% Net)
  ------    ------------  -----------  -----------  ------------
<S>             <C>         <C>          <C>          <C>     
     1          $    0      $     0      $     0      $      0
     2          $  185      $   231      $   279      $    329
     3          $  461      $   550      $   646      $    746
     4          $  723      $   869      $ 1,029      $  1,202
     5          $  970      $ 1,186      $ 1,428      $  1,699
     6          $1,313      $ 1,612      $ 1,956      $  2,351
     7          $1,664      $ 2,059      $ 2,526      $  3,077
     8          $1,997      $ 2,499      $ 3,111      $  3,854
     9          $2,310      $ 2,932      $ 3,713      $  4,689
    10          $2,603      $ 3,357      $ 4,331      $  5,586
    15          $3,153      $ 4,733      $ 7,116      $ 10,701
    20          $2,891      $ 5,523      $10,249      $ 18,686
    25          $1,290      $ 5,080      $13,462      $ 31,565
30 (Age 65)     $    0      $ 2,307      $16,290      $ 52,220
    35          $3,967      $11,168      $28,131      $ 83,321
    40          $6,120      $18,529      $44,811      $129,357
    45          $    0      $22,614      $67,081      $196,049
</TABLE>

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

(2)   Assumes no Contract loan has been made.

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

(4)   For a hypothetical gross investment return of 0%, the premium after age 65
      will be $3,477.40; for a gross return of 4% the premium after age 65 will
      be $3,477.40; for a gross return of 8% the premium after age 65 will be
      $2,220.83; for a gross return of 12% the premium after age 65 will be
      $554.80. The premiums accumulated at 4% interest in column 2 are those
      payable if the gross investment return is 4%. For an explanation of why
      the scheduled premium may increase on the premium change date, see
      Premiums.

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


                                       T3
<PAGE>

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

<TABLE>
<CAPTION>
                                            Death Benefit (2)(3)                
                            ----------------------------------------------------
                                   Assuming Hypothetical Gross (and Net)        
               Premiums                 Annual Investment Return of             
  End of     Accumulated    ----------------------------------------------------
  Policy    at 4% Interest    0% Gross     4% Gross     8% Gross     12% Gross  
   Year      Per Year (4)   (-1.08% Net)  (2.92% Net)  (6.92% Net)  (10.92% Net)
  ------    --------------  ------------  -----------  -----------  ------------
<S>            <C>             <C>          <C>          <C>          <C>       
     1         $    577        $60,000      $60,000      $60,013      $ 60,030  
     2         $  1,177        $60,000      $60,000      $60,036      $ 60,085  
     3         $  1,801        $60,000      $60,000      $60,072      $ 60,172  
     4         $  2,450        $60,000      $60,000      $60,120      $ 60,292  
     5         $  3,125        $60,000      $60,000      $60,182      $ 60,450  
     6         $  3,827        $60,000      $60,000      $60,259      $ 60,650  
     7         $  4,557        $60,000      $60,000      $60,351      $ 60,896  
     8         $  5,317        $60,000      $60,000      $60,460      $ 61,194  
     9         $  6,106        $60,000      $60,000      $60,588      $ 61,549  
    10         $  6,927        $60,000      $60,000      $60,734      $ 61,966  
    15         $ 11,553        $60,000      $60,000      $61,793      $ 65,251  
    20         $ 17,182        $60,000      $60,000      $63,525      $ 71,404  
    25         $ 24,029        $60,000      $60,000      $66,083      $ 82,077  
30 (Age 65)    $ 32,361        $60,000      $60,000      $69,563      $ 99,713  
    35         $ 58,960        $60,000      $60,000      $72,265      $117,207  
    40         $ 91,322        $60,000      $60,000      $77,784      $153,613  
    45         $130,695        $60,000      $60,000      $87,250      $221,884  
<CAPTION>

                            Cash Surrender Value (2)(3)
            ----------------------------------------------------
                   Assuming Hypothetical Gross (and Net)
                       Annual Investment Return of
  End of    ----------------------------------------------------
  Policy      0% Gross     4% Gross     8% Gross     12% Gross
   Year     (-1.08% Net)  (2.92% Net)  (6.92% Net)  (10.92% Net)
  ------    ------------  -----------  -----------  ------------
<S>             <C>         <C>          <C>          <C>     
     1          $    0      $     0      $     0      $      0
     2          $  184      $   230      $   278      $    327
     3          $  459      $   549      $   643      $    744
     4          $  721      $   867      $ 1,025      $  1,198
     5          $  968      $ 1,183      $ 1,423      $  1,691
     6          $1,311      $ 1,608      $ 1,949      $  2,340
     7          $1,662      $ 2,054      $ 2,516      $  3,061
     8          $1,994      $ 2,493      $ 3,098      $  3,832
     9          $2,308      $ 2,926      $ 3,696      $  4,657
    10          $2,600      $ 3,350      $ 4,309      $  5,541
    15          $3,151      $ 4,723      $ 7,034      $ 10,492
    20          $2,889      $ 5,511      $ 9,986      $ 17,865
    25          $1,287      $ 5,066      $12,672      $ 28,665
30 (Age 65)     $    0      $ 2,289      $14,063      $ 44,213
    35          $3,964      $11,124      $26,567      $ 71,509
    40          $6,116      $18,462      $41,394      $114,319
    45          $    0      $22,499      $58,989      $177,804
</TABLE>

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

(2)   Assumes no Contract loan has been made.

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

(4)   For a hypothetical gross investment return of 0%, the premium after age 65
      will be $3,477.40; for a gross return of 4% the premium after age 65 will
      be $3,477.40; for a gross return of 8% the premium after age 65 will be
      $2,944.81; for a gross return of 12% the premium after age 65 will be
      $1,265.64. The premiums accumulated at 4% interest in column 2 are those
      payable if the gross investment return is 4%. For an explanation of why
      the scheduled premium may increase on the premium change date, see
      Premiums.

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


                                       T4
<PAGE>

CONTRACT LOANS

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

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

If you elect the variable loan interest rate provision, interest charged on any
loan will accrue daily at an annual rate Pruco Life 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 two months before the calendar month of
the Contract anniversary; (2) 5%; or (3) the rate permitted by law in the state
of issue of the Contract. The "Published Monthly Average" means Moody's
Corporate Bond Yield Average-Monthly Average Corporates, as published by Moody's
Investors Service, Inc. or any successor to that service, or if that average is
no longer published, a substantially similar average established by the
insurance regulator where the Contract is issued. For example, the Published
Monthly Average in 1998 ranged from 6.72% to 7.00%.

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

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

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

A loan will have a permanent effect on a Contract's cash surrender value and may
have a permanent effect on the death benefit because the investment results of
the selected investment options will apply only to the amount remaining in those
investment options. The longer the loan is outstanding, the greater the effect
is likely to be. The effect could be favorable or unfavorable. If investment
results are greater than the rate being credited upon the amount of the loan
while the loan is outstanding, Contract values will not increase as rapidly as
they would have if no loan had been made. If investment results are below that
rate, Contract values will be higher than they would have been had no loan been
made. Loan repayments are allocated to the investment options proportionately
based on their balances at the time of the loan repayment.

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

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 


                                       25
<PAGE>

   
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 $4,921.38. This amount is
lower than the cash surrender 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 6.92% net return for the designated subaccount[s] resulting from
the 8% gross return in the underlying Series Fund.
    

REPORTS TO CONTRACT OWNERS

   
Once each Contract year (except where the Contract is inforce as fixed extended
term insurance), Pruco Life of New Jersey will send you a statement that
provides certain information pertinent to your own Contract. This statement will
detail values and transactions made and specific Contract data that apply only
to your particular Contract. On request, you 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.

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

OPTIONS ON LAPSE

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

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

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

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

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

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


                                       26
<PAGE>

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.
    

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.

   
You may exchange the Contract for an APPRECIABLE LIFE policy according to
procedures meeting applicable state insurance law requirements if the Series
Fund or one of its portfolios has a material change in its investment policy.
The Company, in conjunction with the 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 two years of any increase in face amount with respect to the amount
of the increase. This is done without regard to the otherwise applicable limit
of four transfers per year. See TRANSFERS, page 11. This conversion right will
also be provided if the Series Fund or one of its portfolios has a material
change in its investment policy, as explained above. Generally, there is no
right to exchange for an APPRECIABLE LIFE contract.
    

SALE OF THE CONTRACT AND SALES COMMISSIONS

   
Pruco Securities Corporation ("Prusec"), an indirect wholly-owned subsidiary of
Prudential, acts as the principal underwriter of the Contract. Prusec, organized
in 1971 under New Jersey law, is registered as a broker and dealer under the
Securities Exchange Act of 1934 and is a member of the National Association of
Securities Dealers, Inc. Prusec's principal business address is 751 Broad
Street, Newark, New Jersey 07102-3777. The Contract was sold by registered
representatives of Prusec who are also authorized by state insurance departments
to do so. The Contract may also have been sold through other broker-dealers
authorized by Prusec and applicable law to do so. Registered representatives of
such other broker-dealers may be paid on a different basis than described below.
Where the insured is less than 60 years of age, the representative will
generally receive a commission of no more than 50% of the Scheduled Premiums for
the first year, no more than 12% of the Scheduled Premiums for the second,
third, and fourth years, no more than 3% of the Scheduled Premiums for the fifth
through 10th years, and no more than 2% of the Scheduled Premiums thereafter.
For insureds over 59 years of age, the commission will be lower. The
representative may be required to return all or part of the first year
commission if the Contract is not continued through the second year.
Representatives with less than three years of service may be paid on a different
basis. Representatives who met certain productivity, profitability, and
persistency standards with regard to the sale of the Contract may be eligible
for additional compensation.
    

Sales expenses in any year are not equal to the deduction for sales load in that
year. Pruco Life 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 12.

TAX TREATMENT OF CONTRACT BENEFITS

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


                                       27
<PAGE>

   
TREATMENT AS LIFE INSURANCE. The Contract must meet certain requirements to
qualify as life insurance for tax purposes. These requirements include certain
definitional tests and rules for diversification of the Contract's investments.
For further information on the diversification requirements, see DIVIDENDS,
DISTRIBUTIONS AND TAXES in the prospectus for the Series Fund.

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

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

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

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

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

      CONTRACTS NOT CLASSIFIED AS MODIFIED ENDOWMENT CONTRACTS.

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

      o     Generally, you will be taxed on a withdrawal to the extent the
            amount you receive exceeds the premiums you paid for the Contract
            less the untaxed portion of any prior withdrawals. However, under
            some limited circumstances, in the first 15 Contract years, all or a
            portion of a withdrawal may be taxed if the Contract Fund exceeds
            the total premiums paid less the untaxed portions of any prior
            withdrawals, even if total withdrawals do not exceed total premiums
            paid.

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

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

      MODIFIED ENDOWMENT CONTRACTS.

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

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

      o     Any taxable income on pre-death distributions (including full
            surrenders) is subject to a penalty of 10 percent unless the amount
            is received on or after age 59 1/2, on account of your becoming
            disabled or as a 
    


                                       28
<PAGE>

   
            life annuity. It is presently unclear how the penalty tax provisions
            apply to Contracts owned by businesses.

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

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

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

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

TAX-QUALIFIED PENSION PLANS

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

You should consult a qualified tax adviser before purchasing a Contract in
connection with a tax-qualified pension plan.
    

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 SEC HAS NOT REVIEWED
THE DISCLOSURE IN THIS PROSPECTUS RELATING TO THE FIXED-RATE OPTION. ANY
INACCURATE OR MISLEADING DISCLOSURE REGARDING THE FIXED-RATE OPTION MAY,
HOWEVER, BE SUBJECT TO CERTAIN GENERALLY APPLICABLE PROVISIONS OF FEDERAL
SECURITIES LAWS.

You may choose to allocate, either initially or by transfer, all or part of your
Contract Fund to a fixed-rate option. This amount becomes part of Pruco Life of
New Jersey's general account. The general account 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 general account assets. 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%.
    

Transfers from the fixed-rate option are subject to strict limits. See
TRANSFERS, page 11. The payment of any cash 


                                       29
<PAGE>

   
surrender value attributable to the fixed-rate option may be delayed up to six
months. See WHEN PROCEEDS ARE PAID, page 22.
    

LEGAL CONSIDERATIONS RELATING TO SEX-DISTINCT PREMIUMS AND BENEFITS

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

OTHER GENERAL CONTRACT PROVISIONS

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

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

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

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

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.

SUICIDE EXCLUSION. If the insured dies by suicide within two years from the
effective date of an increase in the face amount of insurance, we will pay, as
to the increase in amount, no more than the sum of the Scheduled Premiums
attributable to the increase.
    

RIDERS

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

One rider pays certain premiums into the Contract if the insured dies in an
accident. Others waive certain premiums if the insured is disabled within the
meaning of the provision (or, in the case of a Contract issued on an insured
under the age of 15, if the applicant dies or becomes disabled within the
meaning of the provision). Others pay certain premiums into the Contract if the
insured dies within a stated number of years after issue; similar term insurance
riders may be available for the insured's spouse or child. The amounts of these
benefits are fully guaranteed at issue and do not depend on the performance of
the Account. Certain restrictions may apply; they are clearly described in the
applicable rider. Any Pruco Life of New Jersey representative authorized to sell
the Contract can explain these extra benefits 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 18.
    


                                       30
<PAGE>

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 described earlier, all of the assets held in the subaccounts 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 Life of
New Jersey will, as required by law, vote the shares of the Series Fund in
accordance with voting instructions received from Contract owners at any regular
and special shareholders meetings. The Series Fund may 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. If 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.

   
Contract owners participating in a portfolio will vote separately on the
investment advisory agreement or any change in the portfolio's fundamental
investment policy, pursuant to the requirements of Rule 18f-2 under the
Investment Company Act of 1940.

The number of Series Fund shares for which a Contract owner may give
instructions 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 they 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 adviser 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 Judgement of its management, one or more of the portfolios of the
Series Fund may become unsuitable for investment by Contract owners because of
investment policy changes, tax law changes or the unavailability of shares for
investment. In that event, Pruco Life 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.


                                       31
<PAGE>

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

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

LITIGATION

Several actions have been brought against Pruco Life of New Jersey alleging that
Pruco Life of New Jersey and its agents engaged in improper life insurance sales
practices. Prudential has agreed to indemnify Pruco Life of New Jersey for
losses, if any, resulting from such litigation. No other significant litigation
is being brought against Pruco Life of New Jersey that would have a material
effect on its financial position.

YEAR 2000 COMPLIANCE

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

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

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

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

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

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

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

INFRASTRUCTURE. As with business applications, we established a specific
methodology and process for addressing infrastructure issues. The infrastructure
effort includes mainframe computer system hardware and operating system
software, mid-range systems and servers, telecommunications equipment and
systems, buildings and facilities 
    


                                       32
<PAGE>

   
systems, personal computers, and vendor hardware and software. Other than
desktop systems, substantially all other infrastructure systems have been
tested. Presently a small number of midrange computers, and building and
facility systems are still in the testing phase. We expect to have the
infrastructure implementation process completed by June 1999.

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

Prudential believes that the Business Systems, Infrastructure and Business
Partners components of the Year 2000 project are substantially on schedule. A
small number of the projects may not meet their targeted completion date.
However, Prudential expects that these projects will be completed by September,
1999. If there are any delays, they should not have a significant impact on the
timing of the project as a whole.

THE COST OF YEAR 2000 READINESS

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

YEAR 2000 RISKS AND CONTINGENCY PLANNING

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

Most of the operations of the Variable Appreciable Life Insurance Contract
involve such a large number of individual transactions that they can only be
handled with the help of computers. As a result, our current contingency plans
include responses to the failure of specific business programs or infrastructure
components. However, our contingency responses are now being reviewed and we
expect to finalize them by June, 1999 to ensure that they are workable under the
special conditions of a Year 2000 failure. Prudential believes that with the
completion of its Year 2000 program as scheduled, the possibility of significant
interruptions of normal operations will be reduced.
    

ADDITIONAL INFORMATION

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

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

FINANCIAL STATEMENTS

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


                                       33
<PAGE>

   
                             DIRECTORS AND OFFICERS

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

                      DIRECTORS OF PRUCO LIFE OF NEW JERSEY

JAMES J. AVERY, JR., CHAIRMAN AND DIRECTOR. -- Senior Vice President and Chief
Actuary, Prudential Individual Insurance Group since 1997; 1995 to 1997:
President of Prudential Select; Prior to 1995: Chief Operating Officer of
Prudential Select.

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

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

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

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

                         OFFICERS WHO ARE NOT DIRECTORS

C. EDWARD CHAPLIN, TREASURER. -- Vice President and Treasurer of Prudential
since 1995; Prior to 1995: Managing Director and Assistant Treasurer of
Prudential.

JAMES C. DROZANOWSKI, SENIOR VICE PRESIDENT. -- Vice President and Operations
Executive, Prudential Individual Insurance Group since 1996; 1995 to 1996:
President and Chief Executive Officer of Chase Manhattan Bank; Prior to 1995:
Vice President, North America Customer Services, Chase Manhattan Bank.

CLIFFORD E. KIRSCH, CHIEF LEGAL OFFICER AND SECRETARY. -- Chief Counsel,
Variable Products, Law Department of Prudential since 1995; Prior to 1995:
Associate General Counsel with Paine Webber.

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

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

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

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

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

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

Pruco Life of New Jersey directors and officers are elected annually.
    


                                       34


<PAGE>
<TABLE>

                                                       FINANCIAL STATEMENTS OF
                                        PRUCO LIFE OF NEW JERSEY VARIABLE APPRECIABLE ACCOUNT

STATEMENTS OF NET ASSETS
December 31, 1998

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

                                                        MONEY         DIVERSIFIED                        FLEXIBLE       CONSERVATIVE
                                                       MARKET           BOND            EQUITY           MANAGED          BALANCED
                                                      PORTFOLIO       PORTFOLIO        PORTFOLIO        PORTFOLIO         PORTFOLIO
                                                    ------------     ------------     ------------     ------------     ------------
<S>                                                 <C>              <C>              <C>              <C>              <C>
ASSETS
 Investment in The Prudential Series Fund, Inc.
  Portfolios at net asset value [Note 3] ......     $  7,474,170     $ 25,332,495     $188,862,889     $248,985,487     $118,167,929
                                                    ------------     ------------     ------------     ------------     ------------
 Net Assets ...................................     $  7,474,170     $ 25,332,495     $188,862,889     $248,985,487     $118,167,929
                                                    ============     ============     ============     ============     ============

NET ASSETS, representing:
 Equity of contract owners ....................     $  7,474,170     $ 25,332,495     $188,862,889     $248,985,487     $118,167,929
                                                    ------------     ------------     ------------     ------------     ------------
                                                    $  7,474,170     $ 25,332,495     $188,862,889     $248,985,487     $118,167,929
                                                    ============     ============     ============     ============     ============


                                     SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A15 THROUGH A22
</TABLE>
                                                                 A1
<PAGE>
<TABLE>
<CAPTION>
                                                              SUBACCOUNTS (CONTINUED)
- ---------------------------------------------------------------------------------------------------------------------------------
    HIGH                                                                                                               SMALL
    YIELD           STOCK            EQUITY          NATURAL                        GOVERNMENT       PRUDENTIAL    CAPITALIZATION
    BOND            INDEX            INCOME         RESOURCES         GLOBAL          INCOME         JENNISON          STOCK
  PORTFOLIO       PORTFOLIO         PORTFOLIO       PORTFOLIO        PORTFOLIO       PORTFOLIO       PORTFOLIO       PORTFOLIO
- ------------     ------------     ------------     -----------     ------------     -----------     -----------    --------------

<S>              <C>              <C>              <C>             <C>              <C>             <C>             <C>
$ 34,673,345     $ 78,293,064     $ 11,813,167     $ 1,888,053     $ 64,505,993     $ 1,447,536     $ 7,439,704     $ 26,694,975
- ------------     ------------     ------------     -----------     ------------     -----------     -----------     ------------
$ 34,673,345     $ 78,293,064     $ 11,813,167     $ 1,888,053     $ 64,505,993     $ 1,447,536     $ 7,439,704     $ 26,694,975
============     ============     ============     ===========     ============     ===========     ===========     ============


$ 34,673,345     $ 78,293,064     $ 11,813,167     $ 1,888,053     $ 64,505,993     $ 1,447,536     $ 7,439,704     $ 26,694,975
- ------------     ------------     ------------     -----------     ------------     -----------     -----------     ------------
$ 34,673,345     $ 78,293,064     $ 11,813,167     $ 1,888,053     $ 64,505,993     $ 1,447,536     $ 7,439,704     $ 26,694,975
============     ============     ============     ===========     ============     ===========     ===========     ============


                                     SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A15 THROUGH A22
</TABLE>
                                                                 A2
<PAGE>
<TABLE>

                                                       FINANCIAL STATEMENTS OF
                                        PRUCO LIFE OF NEW JERSEY VARIABLE APPRECIABLE ACCOUNT

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

                                                                                SUBACCOUNTS
                                              -------------------------------------------------------------------------------------
                                                          MONEY MARKET                               DIVERSIFIED BOND
                                                           PORTFOLIO                                    PORTFOLIO
                                              -------------------------------------     -------------------------------------------
                                                1998          1997          1996           1998            1997            1996
                                              ---------     ---------     ---------     -----------     -----------     -----------
<S>                                           <C>           <C>           <C>           <C>             <C>             <C>
INVESTMENT INCOME
 Dividend income ............................ $ 376,466     $ 390,865     $ 363,402     $ 1,518,983     $ 1,730,646     $ 1,454,249
                                              ---------     ---------     ---------     -----------     -----------     -----------

EXPENSES
 Charges to contract owners for assuming
  mortality risk and expense risk [Note 5A] .    43,083        44,046        42,569         147,669         140,877         132,078
 Reimbursement for excess expenses
  [Note 5D] .................................    (1,102)       (1,630)       (3,019)         (5,945)         (5,701)        (10,852)
                                              ---------     ---------     ---------     -----------     -----------     -----------
NET EXPENSES ................................    41,981        42,416        39,550         141,724         135,176         121,226
                                              ---------     ---------     ---------     -----------     -----------     -----------
NET INVESTMENT INCOME (LOSS) ................   334,485       348,449       323,852       1,377,259       1,595,470       1,333,023
                                              ---------     ---------     ---------     -----------     -----------     -----------
NET REALIZED AND UNREALIZED GAIN
 (LOSS) ON INVESTMENTS
  Capital gains distributions received ......         0             0             0          88,872         276,650               0
  Realized gain (loss) on shares
   redeemed .................................         0             0             0          65,294          70,032          57,067
  Net change in unrealized gain (loss)
   on investments ...........................         0             0             0          22,951        (154,839)       (466,074)
                                              ---------     ---------     ---------     -----------     -----------     -----------
NET GAIN (LOSS) ON INVESTMENTS ..............         0             0             0         177,117         191,843        (409,007)
                                              ---------     ---------     ---------     -----------     -----------     -----------
NET INCREASE (DECREASE) IN NET
 ASSETS RESULTING FROM
 OPERATIONS ................................. $ 334,485     $ 348,449     $ 323,852     $ 1,554,376     $ 1,787,313     $   924,016
                                              =========     =========     =========     ===========     ===========     ===========


                                     SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A15 THROUGH A22
</TABLE>
                                                                 A3
<PAGE>
<TABLE>
<CAPTION>
                                                       SUBACCOUNTS (CONTINUED)
- -----------------------------------------------------------------------------------------------------------------------------------
                EQUITY                                    FLEXIBLE MANAGED                             CONSERVATIVE BALANCE
               PORTFOLIO                                      PORTFOLIO                                      PORTFOLIO
- ----------------------------------------     -----------------------------------------      ---------------------------------------
    1998          1997          1996             1998           1997          1996              1998         1997          1996
- ------------   -----------   -----------     ------------   ------------   -----------      -----------   -----------   -----------
<S>            <C>           <C>             <C>            <C>            <C>              <C>           <C>           <C>

$  3,479,231   $ 3,958,383   $ 3,521,308     $ 10,349,173   $ 10,897,673   $ 9,673,291      $ 4,872,397   $ 4,982,357   $ 4,036,315
- ------------   -----------   -----------     ------------   ------------   -----------      -----------   -----------   -----------



   1,143,923     1,028,832       858,560        2,116,233      2,184,985     1,886,931          713,776       665,939       603,268

    (166,679)     (133,380)     (157,857)        (767,447)      (793,096)     (768,611)        (183,772)     (163,989)     (184,407)
- ------------   -----------   -----------     ------------   ------------   -----------      -----------   -----------   -----------
     977,244       895,452       700,703        1,348,786      1,391,889     1,118,320          530,004       501,950       418,861
- ------------   -----------   -----------     ------------   ------------   -----------      -----------   -----------   -----------
   2,501,987     3,062,931     2,820,605        9,000,387      9,505,784     8,554,971        4,342,393     4,480,407     3,617,454
- ------------   -----------   -----------     ------------   ------------   -----------      -----------   -----------   -----------


  20,675,751     9,847,752    13,675,629       27,434,444     56,731,648    31,237,057        6,925,741    11,925,141     6,285,583

   4,685,572     3,605,717     1,912,078        8,721,978      2,974,960     1,665,484          594,578       961,056       631,625

 (12,015,861)   19,914,304     5,401,309      (22,408,120)   (11,688,757)   (2,307,005)         329,870    (4,407,263)      818,813
- ------------   -----------   -----------     ------------   ------------   -----------      -----------   -----------   -----------
  13,345,462    33,367,773    20,989,016       13,748,302     48,017,851    30,595,536        7,850,189     8,478,934     7,736,021
- ------------   -----------   -----------     ------------   ------------   -----------      -----------   -----------   -----------


$ 15,847,449   $36,430,704   $23,809,621     $ 22,748,689   $ 57,523,635   $39,150,507      $12,192,582   $12,959,341   $11,353,475
============   ===========   ===========     ============   ============   ===========      ===========   ===========   ===========


                                     SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A15 THROUGH A22
</TABLE>
                                                                 A4
<PAGE>
<TABLE>

                                                       FINANCIAL STATEMENTS OF
                                        PRUCO LIFE OF NEW JERSEY VARIABLE APPRECIABLE ACCOUNT

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

<CAPTION>
                                                                                     SUBACCOUNTS
                                                ------------------------------------------------------------------------------------
                                                             HIGH YIELD BOND                               STOCK INDEX
                                                                PORTFOLIO                                   PORTFOLIO
                                                ----------------------------------------     ---------------------------------------
                                                   1998           1997          1996            1998          1997           1996
                                                -----------    -----------   -----------     -----------   -----------   -----------
<S>                                             <C>            <C>           <C>             <C>           <C>           <C>
INVESTMENT INCOME
 Dividend income ..........................     $ 1,994,015    $   568,574   $   536,584     $   540,470   $   188,173   $   157,666
                                                -----------    -----------   -----------     -----------   -----------   -----------
EXPENSES
 Charges to contract owners for assuming
  mortality risk and expense risk [Note 5A]          97,586         35,704        32,893         207,744        73,231        49,728
 Reimbursement for excess expenses
  [Note 5D] ...............................               0              0             0               0             0             0
                                                -----------    -----------   -----------     -----------   -----------   -----------
NET EXPENSES ..............................          97,586         35,704        32,893         207,744        73,231        49,728
                                                -----------    -----------   -----------     -----------   -----------   -----------
NET INVESTMENT INCOME (LOSS) ..............       1,896,429        532,870       503,691         332,726       114,942       107,938
                                                -----------    -----------   -----------     -----------   -----------   -----------
NET REALIZED AND UNREALIZED GAIN
 (LOSS) ON INVESTMENTS
  Capital gains distributions received ....               0              0             0       1,074,502       412,169       110,782
  Realized gain (loss) on shares
   redeemed ...............................        (173,650)        32,615        19,307       1,754,137       260,629        36,129
  Net change in unrealized gain (loss)
   on investments .........................      (2,569,803)       171,940        35,230      11,731,008     2,468,185     1,396,067
                                                -----------    -----------   -----------     -----------   -----------   -----------
NET GAIN (LOSS) ON INVESTMENTS ............      (2,743,453)       204,555        54,537      14,559,647     3,140,983     1,542,978
                                                -----------    -----------   -----------     -----------   -----------   -----------
NET INCREASE (DECREASE) IN NET
 ASSETS RESULTING FROM
 OPERATIONS ...............................     $  (847,024)   $   737,425   $   558,228     $14,892,373   $ 3,255,925   $ 1,650,916
                                                ===========    ===========   ===========     ===========   ===========   ===========


                                     SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A15 THROUGH A22
</TABLE>
                                                                 A5
<PAGE>
<TABLE>
<CAPTION>

                                                       SUBACCOUNTS (CONTINUED)
- -----------------------------------------------------------------------------------------------------------------------------------
                EQUITY INCOME                               NATURAL RESOURCES                                 GLOBAL
                  PORTFOLIO                                     PORTFOLIO                                    PORTFOLIO
- ------------------------------------------      ----------------------------------------      --------------------------------------
    1998            1997           1996           1998           1997           1996             1998           1997          1996
- ------------     ----------     ----------      ---------     -----------     ----------      -----------     ---------     --------
<S>              <C>            <C>             <C>           <C>             <C>             <C>             <C>           <C>
$    327,421     $  237,992     $  228,477      $  21,538     $    46,870     $   78,273      $   490,032     $  69,248     $ 60,041
- ------------     ----------     ----------      ---------     -----------     ----------      -----------     ---------     --------


      74,057         53,801         38,393         15,493          51,833         68,140          140,140        31,924       13,342

           0              0              0              0               0              0                0             0            0
- ------------     ----------     ----------      ---------     -----------     ----------      -----------     ---------     --------
      74,057         53,801         38,393         15,493          51,833         68,140          140,140        31,924       13,342
- ------------     ----------     ----------      ---------     -----------     ----------      -----------     ---------     --------
     253,364        184,191        190,084          6,045          (4,963)        10,133          349,892        37,324       46,699
- ------------     ----------     ----------      ---------     -----------     ----------      -----------     ---------     --------


     721,671        998,911        227,495        148,927         638,495      1,512,619        2,640,161       352,331       42,205

     117,016         52,359         32,033       (134,568)      1,747,030         62,697           32,172        32,176       12,503

  (1,610,976)     1,459,574        799,443       (469,228)     (2,682,906)     1,281,691        7,149,778      (672,740)     291,245
- ------------     ----------     ----------      ---------     -----------     ----------      -----------     ---------     --------
    (772,289)     2,510,844      1,058,971       (454,869)       (297,381)     2,857,007        9,822,111      (288,233)     345,953
- ------------     ----------     ----------      ---------     -----------     ----------      -----------     ---------     --------


$   (518,925)    $2,695,035     $1,249,055      $(448,824)    $  (302,344)    $2,867,140      $10,172,003     $(250,909)    $392,652
============     ==========     ==========      =========     ===========     ==========      ===========     =========     ========


                                     SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A15 THROUGH A22
</TABLE>
                                                                 A6
<PAGE>
<TABLE>
                                                       FINANCIAL STATEMENTS OF
                                        PRUCO LIFE OF NEW JERSEY VARIABLE APPRECIABLE ACCOUNT

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

                                                                                 SUBACCOUNTS
                                                -----------------------------------------------------------------------------------
                                                         GOVERNMENT INCOME                           PRUDENTIAL JENNISON
                                                             PORTFOLIO                                   PORTFOLIO
                                                -----------------------------------       -----------------------------------------
                                                  1998          1997         1996             1998           1997           1996
                                                --------      --------     --------       -----------     ---------     -----------
<S>                                             <C>           <C>          <C>            <C>             <C>           <C>
INVESTMENT INCOME
 Dividend income ..........................     $ 71,608      $ 67,982     $ 68,050       $    10,621     $   5,371     $     2,497
                                                --------      --------     --------       -----------     ---------     -----------
EXPENSES
 Charges to contract owners for assuming
 mortality risk and expense risk [Note 5A]         7,102         6,199        6,407            29,296        13,312           5,416
 Reimbursement for excess expenses
 [Note 5D] ................................            0             0            0                 0             0               0
                                                --------      --------     --------       -----------     ---------     -----------
NET EXPENSES ..............................        7,102         6,199        6,407            29,296        13,312           5,416
                                                --------      --------     --------       -----------     ---------     -----------
NET INVESTMENT INCOME (LOSS) ..............       64,506        61,783       61,643           (18,675)       (7,941)         (2,919)
                                                --------      --------     --------       -----------     ---------     -----------
NET REALIZED AND UNREALIZED GAIN
 (LOSS) ON INVESTMENTS
  Capital gains distributions received ....            0             0            0           104,664       171,556               0
  Realized gain (loss) on shares
   redeemed ...............................        9,957         1,429        4,623            27,074        16,410           3,547
  Net change in unrealized gain (loss)
   on investments .........................       12,979        26,401      (45,207)        1,492,381       364,364         125,105
                                                --------      --------     --------       -----------     ---------     -----------
NET GAIN (LOSS) ON INVESTMENTS ............       22,936        27,830      (40,584)        1,624,119       552,330         128,652
                                                --------      --------     --------       -----------     ---------     -----------
NET INCREASE (DECREASE) IN NET
 ASSETS RESULTING FROM
 OPERATIONS ...............................     $ 87,442      $ 89,613     $ 21,059       $ 1,605,444     $ 544,389     $   125,733
                                                ========      ========     ========       ===========     =========     ===========


                                     SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A15 THROUGH A22
</TABLE>
                                                                 A7
<PAGE>



          SUBACCOUNTS (CONTINUED)
- -----------------------------------------
         SMALL CAPITALIZATION STOCK
                  PORTFOLIO
- -----------------------------------------
    1998             1997         1996
- ------------     ----------     ---------


$    104,052     $   24,119     $   5,334
- ------------     ----------     ---------


      77,224         23,017         3,176

           0              0             0
- ------------     ----------     ---------
      77,224         23,017         3,176
- ------------     ----------     ---------
      26,828          1,102         2,158
- ------------     ----------     ---------


   1,437,423        489,979        17,146

     (67,192)        10,773           475

     954,110        160,250        74,217
- ------------     ----------     ---------
   2,324,341        661,002        91,838
- ------------     ----------     ---------


$  2,351,169     $  662,104     $  93,996
============     ==========     =========


           SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A15 THROUGH A22

                                       A8
<PAGE>
<TABLE>

                                                       FINANCIAL STATEMENTS OF
                                        PRUCO LIFE OF NEW JERSEY VARIABLE APPRECIABLE ACCOUNT

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

<CAPTION>
                                                                                SUBACCOUNTS
                                           ----------------------------------------------------------------------------------------
                                                        MONEY MARKET                                    DIVERSIFIED BOND
                                                         PORTFOLIO                                         PORTFOLIO
                                           --------------------------------------          ----------------------------------------
                                             1998          1997          1996                 1998            1997         1996
                                           ----------    ----------    ----------          -----------    -----------   -----------
<S>                                        <C>           <C>           <C>                 <C>            <C>           <C>
OPERATIONS:
 Net investment income (loss) ..........   $  334,485    $  348,449    $  323,852          $ 1,377,259    $ 1,595,470   $ 1,333,023
 Capital gains distributions received ..            0             0             0               88,872        276,650             0
 Realized gain on shares redeemed ......            0             0             0               65,294         70,032        57,067
 Net change in unrealized gain (loss) on
  investments ..........................            0             0             0               22,951       (154,839)     (466,074)
                                           ----------    ----------    ----------          -----------    -----------   -----------
NET INCREASE (DECREASE) IN
 NET ASSETS RESULTING FROM
 OPERATIONS ............................      334,485       348,449       323,852            1,554,376      1,787,313       924,016
                                           ----------    ----------    ----------          -----------    -----------   -----------

NET INCREASE (DECREASE) IN NET
 ASSETS RESULTING FROM
 PREMIUM PAYMENTS
 AND OTHER OPERATING
 TRANSFERS [Note 7] ....................      145,621      (773,506)       72,004             (174,068)      (699,447)      710,146
                                           ----------    ----------    ----------          -----------    -----------   -----------

NET INCREASE (DECREASE) IN NET
 ASSETS RETAINED IN THE
 ACCOUNT [NOTE 8] ......................      (15,018)      (99,078)       32,909               (2,680)       (57,377)       14,080
                                           ----------    ----------    ----------          -----------    -----------   -----------

TOTAL INCREASE (DECREASE) IN NET
 ASSETS ................................      465,088      (524,135)      428,765            1,377,628      1,030,489     1,648,242

NET ASSETS:
 Beginning of year .....................    7,009,082     7,533,217     7,104,452           23,954,867     22,924,378    21,276,136
                                           ----------    ----------    ----------          -----------    -----------   -----------
 End of year ...........................   $7,474,170    $7,009,082    $7,533,217          $25,332,495    $23,954,867   $22,924,378
                                           ==========    ==========    ==========          ===========    ===========   ===========


                                     SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A15 THROUGH A22
</TABLE>
                                                                 A9
<PAGE>
<TABLE>
<CAPTION>

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

$  2,501,987   $  3,062,931  $  2,820,605   $   9,000,387  $  9,505,784   $  8,554,971   $  4,342,393   $  4,480,407   $  3,617,454
  20,675,751      9,847,752    13,675,629      27,434,444    56,731,648     31,237,057      6,925,741     11,925,141      6,285,583
   4,685,572      3,605,717     1,912,078       8,721,978     2,974,960      1,665,484        594,578        961,056        631,625

 (12,015,861)    19,914,304     5,401,309     (22,408,120)  (11,688,757)    (2,307,005)       329,870     (4,407,263)       818,813
- ------------   ------------  ------------   -------------  ------------   ------------   ------------   ------------   ------------



  15,847,449     36,430,704    23,809,621      22,748,689    57,523,635     39,150,507     12,192,582     12,959,341     11,353,475
- ------------   ------------  ------------   -------------  ------------   ------------   ------------   ------------   ------------





 (10,014,994)    (7,831,084)   (4,594,683)   (152,934,681)  (10,329,244)    (4,012,445)    (4,809,866)    (4,971,703)    (2,779,707)
- ------------   ------------  ------------   -------------  ------------   ------------   ------------   ------------   ------------



    (132,641)      (149,464)      266,385        (177,182)     (219,866)       (30,235)        (8,012)      (508,220)       307,568
- ------------   ------------  ------------   -------------  ------------   ------------   ------------   ------------   ------------


   5,699,814     28,450,156    19,481,323    (130,363,174)   46,974,525     35,107,827      7,374,704      7,479,418      8,881,336


 183,163,075    154,712,919   135,231,596     379,348,661   332,374,136    297,266,309    110,793,225    103,313,807     94,432,471
- ------------   ------------  ------------   -------------  ------------   ------------   ------------   ------------   ------------
$188,862,889   $183,163,075  $154,712,919   $ 248,985,487  $379,348,661   $332,374,136   $118,167,929   $110,793,225   $103,313,807
============   ============  ============   =============  ============   ============   ============   ============   ============


                                     SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A15 THROUGH A22
</TABLE>
                                                                 A10
<PAGE>
<TABLE>
                                                       FINANCIAL STATEMENTS OF
                                        PRUCO LIFE OF NEW JERSEY VARIABLE APPRECIABLE ACCOUNT

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

<CAPTION>
                                                                                    SUBACCOUNTS
                                             ---------------------------------------------------------------------------------------
                                                           HIGH YIELD BOND                                 STOCK INDEX
                                                             PORTFOLIO                                      PORTFOLIO
                                             -----------------------------------------      ----------------------------------------
                                                1998            1997           1996            1998           1997          1996
                                             -----------     ----------     ----------      -----------    -----------    ----------
<S>                                          <C>             <C>            <C>             <C>            <C>            <C>
OPERATIONS:
 Net investment income (loss) ..........     $ 1,896,429     $  532,870     $  503,691      $   332,726    $   114,942    $  107,938
 Capital gains distributions received ..               0              0              0        1,074,502        412,169       110,782
 Realized gain on shares redeemed ......        (173,650)        32,615         19,307        1,754,137        260,629        36,129
 Net change in unrealized gain (loss) on
  investments ..........................      (2,569,803)       171,940         35,230       11,731,008      2,468,185     1,396,067
                                             -----------     ----------     ----------      -----------    -----------    ----------

NET INCREASE (DECREASE) IN
 NET ASSETS RESULTING FROM
 OPERATIONS ............................        (847,024)       737,425        558,228       14,892,373      3,255,925     1,650,916
                                             -----------     ----------     ----------      -----------    -----------    ----------

NET INCREASE (DECREASE) IN
 NET ASSETS RESULTING FROM
 PREMIUM PAYMENTS
 AND OTHER OPERATING
 TRANSFERS [Note 7] ....................      29,214,178        (54,383)      (162,806)      47,814,887      1,782,231     1,266,103
                                             -----------     ----------     ----------      -----------    -----------    ----------

NET INCREASE (DECREASE) IN
 NET ASSETS RETAINED IN THE
 ACCOUNT [Note 8] ......................         (60,128)         3,000         (5,301)         687,255         22,000         8,647
                                             -----------     ----------     ----------      -----------    -----------    ----------

TOTAL INCREASE (DECREASE) IN
 NET ASSETS ............................      28,307,026        686,042        390,121       63,394,515      5,060,156     2,925,666

NET ASSETS:
 Beginning of year .....................       6,366,319      5,680,277      5,290,156       14,898,549      9,838,393     6,912,727
                                             -----------     ----------     ----------      -----------    -----------    ----------
 End of year ...........................     $34,673,345     $6,366,319     $5,680,277      $78,293,064    $14,898,549    $9,838,393
                                             ===========     ==========     ==========      ===========    ===========    ==========


                                     SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A15 THROUGH A22
</TABLE>
                                                                A11
<PAGE>
<TABLE>
<CAPTION>

                                                       SUBACCOUNTS (CONTINUED)
- -----------------------------------------------------------------------------------------------------------------------------------
              EQUITY INCOME                                NATURAL RESOURCES                                GLOBAL
                PORTFOLIO                                      PORTFOLIO                                   PORTFOLIO
- ----------------------------------------      -----------------------------------------      --------------------------------------
   1998           1997           1996             1998           1997           1996            1998          1997          1996
- -----------    -----------    ----------      -----------    -----------    -----------      -----------   ----------    ----------
<S>            <C>            <C>             <C>            <C>            <C>              <C>           <C>           <C>

$   253,364    $   184,191    $  190,084      $     6,045    $    (4,963)   $    10,133      $   349,892   $   37,324    $   46,699
    721,671        998,911       227,495          148,927        638,495      1,512,619        2,640,161      352,331        42,205
    117,016         52,359        32,033         (134,568)     1,747,030         62,697           32,172       32,176        12,503

 (1,610,976)     1,459,574       799,443         (469,228)    (2,682,906)     1,281,691        7,149,778     (672,740)      291,245
- -----------    -----------    ----------      -----------    -----------    -----------      -----------   ----------    ----------



   (518,925)     2,695,035     1,249,055         (448,824)      (302,344)     2,867,140       10,172,003     (250,909)      392,652
- -----------    -----------    ----------      -----------    -----------    -----------      -----------   ----------    ----------





  1,153,086      1,205,808       230,617         (793,021)    (9,183,658)       555,951       46,627,606    5,033,222       728,542
- -----------    -----------    ----------      -----------    -----------    -----------      -----------   ----------    ----------



     12,012        (21,017)      (10,223)             216       (286,509)         5,189           99,132       37,702       (18,517)
- -----------    -----------    ----------      -----------    -----------    -----------      -----------   ----------    ----------


    646,173      3,879,826     1,469,449       (1,241,629)    (9,772,511)     3,428,280       56,898,741    4,820,015     1,102,677


 11,166,994      7,287,168     5,817,719        3,129,682     12,902,193      9,473,913        7,607,252    2,787,237     1,684,560
- -----------    -----------    ----------      -----------    -----------    -----------      -----------   ----------    ----------
$11,813,167    $11,166,994    $7,287,168      $ 1,888,053    $ 3,129,682    $12,902,193      $64,505,993   $7,607,252    $2,787,237
===========    ===========    ==========      ===========    ===========    ===========      ===========   ==========    ==========


                                     SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A15 THROUGH A22
</TABLE>
                                                                A12
<PAGE>
<TABLE>

                                                       FINANCIAL STATEMENTS OF
                                        PRUCO LIFE OF NEW JERSEY VARIABLE APPRECIABLE ACCOUNT

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

<CAPTION>

                                                                                SUBACCOUNTS
                                           ----------------------------------------------------------------------------------------
                                                       GOVERNMENT INCOME                            PRUDENTIAL JENNISON
                                                           PORTFOLIO                                      PORTFOLIO
                                           ----------------------------------------       -----------------------------------------
                                              1998           1997           1996             1998           1997           1996
                                           -----------    -----------    -----------      -----------    -----------    -----------
<S>                                        <C>            <C>            <C>              <C>            <C>            <C>
OPERATIONS:
 Net investment income (loss) ..........   $    64,506    $    61,783    $    61,643      $   (18,675)   $    (7,941)   $    (2,919)
 Capital gains distributions received ..             0              0              0          104,664        171,556              0
 Realized gain on shares redeemed ......         9,957          1,429          4,623           27,074         16,410          3,547
 Net change in unrealized gain (loss) on
  investments ..........................        12,979         26,401        (45,207)       1,492,381        364,364        125,105
                                           -----------    -----------    -----------      -----------    -----------    -----------

NET INCREASE (DECREASE) IN
 NET ASSETS RESULTING FROM
 OPERATIONS ............................        87,442         89,613         21,059        1,605,444        544,389        125,733
                                           -----------    -----------    -----------      -----------    -----------    -----------

NET INCREASE (DECREASE) IN
 NET ASSETS RESULTING FROM
 PREMIUM PAYMENTS
 AND OTHER OPERATING
 TRANSFERS [Note 7] ....................       214,967         (1,028)        20,021        2,783,868        997,547        990,676
                                           -----------    -----------    -----------      -----------    -----------    -----------

NET INCREASE (DECREASE) IN
 NET ASSETS RETAINED IN THE
 ACCOUNT [Note 8] ......................        (2,774)       (15,772)        16,385           (7,320)       (34,235)        35,740
                                           -----------    -----------    -----------      -----------    -----------    -----------

TOTAL INCREASE (DECREASE) IN
 NET ASSETS ............................       299,635         72,813         57,465        4,381,992      1,507,701      1,152,149

NET ASSETS:
 Beginning of year .....................     1,147,901      1,075,088      1,017,623        3,057,712      1,550,011        397,862
                                           -----------    -----------    -----------      -----------    -----------    -----------
 End of year ...........................   $ 1,447,536    $ 1,147,901    $ 1,075,088      $ 7,439,704    $ 3,057,712    $ 1,550,011
                                           ===========    ===========    ===========      ===========    ===========    ===========


                                     SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A15 THROUGH A22
</TABLE>
                                                                A13
<PAGE>

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

         SMALL CAPITALIZATION STOCK
                  PORTFOLIO
- ----------------------------------------------
   1998             1997             1996
- ------------      -----------      -----------


$     26,828      $     1,102      $     2,158
   1,437,423          489,979           17,146
     (67,192)          10,773              475

     954,110          160,250           74,217
- ------------      -----------      -----------



   2,351,169          662,104           93,996
- ------------      -----------      -----------





  17,051,187        5,690,055          711,886
- ------------      -----------      -----------



     (78,796)          13,962           17,290
- ------------      -----------      -----------


  19,323,560        6,366,121          823,172


   7,371,415        1,005,294          182,122
- ------------      -----------      -----------
$ 26,694,975      $ 7,371,415      $ 1,005,294
============      ===========      ===========


           SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A15 THROUGH A22

                                       A14
<PAGE>


                        NOTES TO FINANCIAL STATEMENTS OF

              PRUCO LIFE OF NEW JERSEY VARIABLE APPRECIABLE ACCOUNT

                                DECEMBER 31, 1998

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
        ("Prudential"). The assets of the Account are segregated from Pruco Life
        of New Jersey's other assets. Proceeds from the purchases of Pruco Life
        of New Jersey Variable Appreciable Life ("VAL") and Pruco Life of New
        Jersey PRUvider Variable Appreciable Life ("PRUvider") contracts are
        invested in the Account. 

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

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

NOTE 2: SIGNIFICANT ACCOUNTING POLICIES

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

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

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

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


                                      A15
<PAGE>


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

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

<TABLE>
<CAPTION>
                                                                                PORTFOLIOS
                                              --------------------------------------------------------------------------------
                                                MONEY          DIVERSIFIED                        FLEXIBLE       CONSERVATIVE
                                                MARKET            BOND            EQUITY           MANAGED         BALANCED
                                              -----------      -----------      ------------     ------------     ------------
        <S>                                   <C>              <C>              <C>              <C>              <C>
        Number of shares:                         747,417        2,290,218         6,372,580       15,034,666        7,835,779
        Net asset value per share
         (rounded):                           $     10.00      $     11.06      $      29.64     $      16.56     $      15.08
        Cost:                                 $ 7,474,170      $24,583,250      $133,614,965     $241,218,468     $110,683,045


<CAPTION>
                                                                           PORTFOLIOS (CONTINUED)
                                              --------------------------------------------------------------------------------
                                                 HIGH
                                                 YIELD            STOCK            EQUITY           NATURAL
                                                 BOND             INDEX            INCOME          RESOURCES        GLOBAL
                                              -----------      -----------      ------------     ------------     ------------
        <S>                                   <C>              <C>              <C>              <C>              <C>
        Number of shares:                       4,810,464        2,074,538           589,700          157,555        3,048,935
        Net asset value per share
         (rounded):                           $      7.21      $     37.74      $      20.03     $      11.98     $      21.16
        Cost:                                 $36,756,268      $60,489,904      $ 10,682,326     $  2,506,712     $ 57,646,190


<CAPTION>
                                                          PORTFOLIOS (CONTINUED)
                                              ----------------------------------------------
                                                                                   SMALL
                                               GOVERNMENT       PRUDENTIAL     CAPITALIZATION
                                                INCOME          JENNISON            STOCK
                                              -----------      -----------      ------------
        <S>                                   <C>              <C>              <C>
        Number of shares                          121,943          311,195         1,814,674
        Net asset value per share
         (rounded):                           $     11.87      $     23.91      $      14.71
        Cost:                                 $ 1,399,605      $ 5,439,019      $ 25,496,493
</TABLE>

                                                             A16

<PAGE>


NOTE 4: CONTRACT OWNER UNIT INFORMATION

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

<TABLE>
<CAPTION>
                                                                                      SUBACCOUNTS
                                                       -----------------------------------------------------------------------------
                                                          MONEY       DIVERSIFIED                       FLEXIBLE        CONSERVATIVE
                                                         MARKET          BOND           EQUITY           MANAGED          BALANCED
                                                        PORTFOLIO      PORTFOLIO       PORTFOLIO        PORTFOLIO         PORTFOLIO
                                                       ----------     -----------     ------------     ------------     ------------
        <S>                                            <C>            <C>             <C>              <C>              <C>
        Contract Owner Units Outstanding (VAL) ......   3,879,340       8,352,703       26,211,917       49,738,054       28,020,793
        Unit Value (VAL) ............................  $  1.92666     $   3.03285     $    7.20523     $    4.75185     $    3.89530
                                                       ----------     -----------     ------------     ------------     ------------
        Contract Owner Equity (VAL) .................  $7,474,170     $25,332,495     $188,862,889     $236,347,771     $109,149,395
                                                       ----------     -----------     ------------     ------------     ------------

        Contract Owner Units Outstanding
         (PRUvider) .................................         N/A             N/A              N/A        3,857,290        3,278,692
        Unit Value (PRUvider) .......................         N/A             N/A              N/A     $    3.27632     $    2.75065
                                                       ----------     -----------     ------------     ------------     ------------
        Contract Owner Equity (PRUvider) ............         N/A             N/A              N/A     $ 12,637,716     $  9,018,534
                                                       ----------     -----------     ------------     ------------     ------------
        TOTAL CONTRACT OWNER EQUITY .................  $7,474,170     $25,332,495     $188,862,889     $248,985,487     $118,167,929
                                                       ==========     ===========     ============     ============     ============

<CAPTION>
                                                                                SUBACCOUNTS (CONTINUED)
                                                       -----------------------------------------------------------------------------
                                                          HIGH
                                                          YIELD          STOCK          EQUITY         NATURAL
                                                          BOND           INDEX          INCOME         RESOURCES           GLOBAL
                                                        PORTFOLIO      PORTFOLIO       PORTFOLIO       PORTFOLIO          PORTFOLIO
                                                       -----------    -----------     -----------      ----------        -----------
        <S>                                            <C>            <C>             <C>              <C>               <C>
        Contract Owner Units Outstanding (VAL) ......   14,520,556     15,126,055       2,805,978         872,084         36,728,345
        Unit Value (VAL) ............................  $   2.38788    $   5.17604     $   4.21000      $  2.16499        $   1.75630
                                                       -----------    -----------     -----------      ----------        -----------
        Contract Owner Equity (VAL) .................  $34,673,345    $78,293,064     $11,813,167      $1,888,053        $64,505,993
                                                       -----------    -----------     -----------      ----------        -----------

        Contract Owner Units Outstanding
         (PRUvider) .................................          N/A            N/A             N/A             N/A                N/A
        Unit Value (PRUvider) .......................          N/A            N/A             N/A             N/A                N/A
                                                       -----------    -----------     -----------      ----------        -----------
        Contract Owner Equity (PRUvider) ............          N/A            N/A             N/A             N/A                N/A
                                                       -----------    -----------     -----------      ----------        -----------
        TOTAL CONTRACT OWNER EQUITY .................  $34,673,345    $78,293,064     $11,813,167      $1,888,053        $64,505,993
                                                       ===========    ===========     ===========      ==========        ===========

<CAPTION>
                                                                SUBACCOUNTS (CONTINUED)
                                                       ------------------------------------------
                                                                                         SMALL
                                                       GOVERNMENT     PRUDENTIAL     CAPITALIZATION
                                                         INCOME        JENNISON          STOCK
                                                        PORTFOLIO      PORTFOLIO       PORTFOLIO
                                                       ----------     ----------      -----------
        <S>                                            <C>            <C>             <C>
        Contract Owner Units Outstanding (VAL) ......     673,896      2,919,409       15,292,108
        Unit Value (VAL) ............................  $  2.14801     $  2.54836      $   1.74567
                                                       ----------     ----------      -----------
        Contract Owner Equity (VAL) .................  $1,447,536     $7,439,704      $26,694,975
                                                       ----------     ----------      -----------

        Contract Owner Units Outstanding
         (PRUvider) .................................         N/A            N/A              N/A
        Unit Value (PRUvider) .......................         N/A            N/A              N/A
                                                       ----------     ----------      -----------
        Contract Owner Equity (PRUvider) ............         N/A            N/A              N/A
                                                       ----------     ----------      -----------
        TOTAL CONTRACT OWNER EQUITY .................  $1,447,536     $7,439,704      $26,694,975
                                                       ==========     ==========      ===========
</TABLE>

                                      A17
<PAGE>


NOTE 5: CHARGES AND EXPENSES

        A. Mortality Risk and Expense Risk Charges

           The mortality risk and expense risk charges, at an effective annual
           rate of 0.60% and 0.90%, are applied daily against the net assets
           representing equity of VAL and PRUvider contract owners held in each
           subaccount, respectively. Mortality risk is that contract owners may
           not live as long as estimated and expense risk is that the cost of
           issuing and administering the policies may exceed related charges by
           Pruco Life of New Jersey.

        B. Deferred Sales Charge

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

        D. Expense Reimbursement

           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, Diversified Bond, Equity, Flexible
           Managed and Conservative Balanced Portfolios of the Series Fund.

        E. Cost of Insurance Charges

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

NOTE 6: TAXES

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


                                      A18
<PAGE>


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

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

<TABLE>
<CAPTION>
                                                                           SUBACCOUNTS
                                     ----------------------------------------------------------------------------------------------
                                               MONEY                        DIVERSIFIED
                                              MARKET                           BOND                             EQUITY
                                             PORTFOLIO                       PORTFOLIO                         PORTFOLIO
                                     ------------------------      ----------------------------      ------------------------------
                                       1998           1997            1998             1997             1998              1997
                                     ---------      ---------      -----------      -----------      ------------      ------------
        <S>                          <C>            <C>            <C>              <C>              <C>               <C>
        Contract Owner Net
         Payments ................   $ 362,297      $ 505,183      $ 1,209,116      $ 1,404,553      $  8,768,106      $ 10,298,271
        Policy Loans .............   $(147,149)     $(409,790)     $  (529,009)     $  (473,054)     $ (6,477,542)     $ (6,145,354)
        Policy Loan Repayments
         and Interest ............   $ 265,406      $ 140,076      $   421,496      $   409,993      $  4,223,794      $  3,591,634
        Surrenders, Withdrawals
         and Death Benefits ......   $(627,277)     $(550,152)     $(1,336,342)     $(1,502,838)     $ (9,891,027)     $(10,093,245)
        Net Transfers From (To)
         Other Subaccounts or
         Fixed Rate Options ......   $ 538,372      $(156,879)     $   682,202      $   194,525      $ (1,215,581)     $    678,473
        Administrative and Other
         Charges .................   $(246,028)     $(301,944)     $  (621,531)     $  (732,626)     $ (5,422,744)     $ (6,160,863)
                                     ---------      ---------      -----------      -----------      ------------      ------------
        Net Increase (Decrease) in
         Net Assets Resulting from
         Premium Payment and
         Other Operating Transfers   $ 145,621      $(773,506)     $  (174,068)     $  (699,447)     $(10,014,994)     $ (7,831,084)
                                     =========      =========      ===========      ===========      ============      ============

<CAPTION>
                                                                          SUBACCOUNTS (CONTINUED)
                                     ----------------------------------------------------------------------------------------------
                                                  FLEXIBLE                      CONSERVATIVE                       HIGH YIELD
                                                  MANAGED                        BALANCED                            BOND
                                                 PORTFOLIO                       PORTFOLIO                         PORTFOLIO
                                     -----------------------------     ----------------------------      --------------------------
                                         1998            1997             1998             1997            1998             1997
                                     -------------    ------------     -----------      -----------      -----------      ---------
        <S>                          <C>              <C>              <C>              <C>              <C>              <C>
        Contract Owner Net
         Payments ................   $  19,460,603    $ 22,730,005     $ 8,965,691      $10,313,838      $   356,982      $ 469,592
        Policy Loans .............   $  (7,974,049)   $ (7,849,567)    $(3,015,778)     $(3,213,273)     $  (163,296)     $(201,423)
        Policy Loan Repayments
         and Interest ............   $   5,598,233    $  5,129,697     $ 1,976,521      $ 2,156,195      $   167,408      $ 118,870
        Surrenders, Withdrawals
         and Death Benefits ......   $ (13,996,390)   $(15,259,724)    $(6,131,547)     $(6,793,526)     $  (501,296)     $(305,958)
        Net Transfers From (To)
         Other Subaccounts or
         Fixed Rate Options ......   $(144,967,979)   $ (2,359,588)    $(1,292,182)     $(1,375,131)     $29,637,732      $ 130,175
        Administrative and Other
         Charges .................   $ (11,055,099)   $(12,720,067)    $(5,312,571)     $(6,059,806)     $  (283,352)     $(265,639)
                                     -------------    ------------     -----------      -----------      -----------      ---------
        Net Increase (Decrease) in
         Net Assets Resulting from
         Premium Payment and
         Other Operating Transfers   $(152,934,681)   $(10,329,244)    $(4,809,866)     $(4,971,703)     $29,214,178      $ (54,383)
                                     =============    ============     ===========      ===========      ===========      =========
</TABLE>

                                                                A19
<PAGE>


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

<TABLE>
<CAPTION>
                                                                      SUBACCOUNTS (CONTINUED)
                                      ---------------------------------------------------------------------------------------------
                                                  STOCK                        EQUITY                            NATURAL
                                                  INDEX                        INCOME                           RESOURCES
                                                PORTFOLIO                     PORTFOLIO                         PORTFOLIO
                                      -------------------------       --------------------------        ---------------------------
                                         1998          1997              1998            1997              1998            1997
                                      -----------    ----------       ----------      ----------        ----------      -----------
        <S>                           <C>            <C>              <C>             <C>               <C>             <C>
        Contract Owner Net
         Payments ................    $  (458,592)   $  919,468       $  625,273      $  636,376        $  228,273      $   269,446
        Policy Loans .............    $  (528,435)   $ (466,875)      $ (348,765)     $ (321,220)       $  (84,877)     $  (114,171)
        Policy Loan Repayments
         and Interest ............    $   429,300    $  254,143       $  211,308      $  165,506        $   66,313      $    82,408
        Surrenders, Withdrawals
         and Death Benefits ......    $(1,117,895)   $ (558,323)      $ (642,033)     $ (413,503)       $ (290,597)     $  (163,191)
        Net Transfers From (To)
         Other Subaccounts or
         Fixed Rate Options ......    $50,128,317    $2,108,397       $1,663,734      $1,464,170        $ (615,297)     $(9,107,762)
        Administrative and Other
         Charges .................    $  (637,808)   $ (474,579)      $ (356,431)     $ (325,521)       $  (96,836)     $  (150,388)
                                      -----------    ----------       ----------      ----------        ----------      -----------
        Net Increase (Decrease) in
         Net Assets Resulting from
         Premium Payment and
         Other Operating Transfers    $47,814,887    $1,782,231       $1,153,086      $1,205,808        $ (793,021)     $(9,183,658)
                                      ===========    ==========       ==========      ==========        ==========      ===========

<CAPTION>
                                                                        SUBACCOUNTS (CONTINUED)
                                      ---------------------------------------------------------------------------------------------
                                                                                GOVERNMENT                        PRUDENTIAL
                                                 GLOBAL                           INCOME                           JENNISON
                                                PORTFOLIO                       PORTFOLIO                         PORTFOLIO
                                      ---------------------------------------------------------------------------------------------
                                         1998           1997              1998             1997              1998           1997
                                      -----------    ----------         ---------      ---------          ----------      ---------
        <S>                           <C>            <C>                <C>            <C>                <C>             <C>      
        Contract Owner Net
         Payments ................    $  (404,538)   $  296,914         $  83,309      $  95,220          $  350,999      $ 221,934
        Policy Loans .............    $  (117,217)   $ (119,989)        $ (35,201)     $ (33,563)         $ (186,693)     $ (95,540)
        Policy Loan Repayments
         and Interest ............    $    65,209    $  60,528          $  21,815      $  24,319          $  207,729      $  33,699
        Surrenders, Withdrawals
         and Death Benefits ......    $  (359,688)   $ (118,830)        $ (89,934)     $ (53,713)         $ (263,749)     $ (53,534)
        Net Transfers From (To)
         Other Subaccounts or
         Fixed Rate Options ......    $47,651,150    $5,040,462         $ 277,254      $  13,639          $2,831,858      $ 976,677
        Administrative and Other
         Charges .................    $  (207,310)   $ (125,863)        $ (42,276)     $ (46,930)         $ (156,276)     $ (85,689)
                                      -----------    ----------         ---------      ---------          ----------      ---------
        Net Increase (Decrease) in
         Net Assets Resulting from
         Premium Payment and
         Other Operating Transfers    $46,627,606    $5,033,222         $ 214,967      $  (1,028)         $2,783,868      $ 997,547
                                      ===========    ==========         =========      =========          ==========      =========


<CAPTION>
                                              SUBACCOUNTS (CONTINUED)
                                            ----------------------------
                                                       SMALL
                                                  CAPITALIZATION
                                                       STOCK
                                                     PORTFOLIO
                                            ----------------------------
                                               1998             1997
                                            -----------       ----------
         <S>                                <C>               <C>       
         Contract Owner Net
          Payments .......................  $  (128,202)      $  173,384
         Policy Loans ....................  $   (80,146)      $ (104,117)
         Policy Loan Repayments
          and Interest ...................  $    53,994       $   24,181
         Surrenders, Withdrawals
          and Death Benefits .............  $  (115,378)      $  (24,327)
         Net Transfers From (To)
          Other Subaccounts or
          Fixed Rate Options .............  $17,433,339       $5,676,081
         Administrative and Other
          Charges ........................  $  (112,420)      $  (55,147)
                                            -----------       ----------
         Net Increase (Decrease) in
          Net Assets Resulting from
          Premium Payment and
          Other Operating Transfers ......  $17,051,187       $5,690,055
                                            ===========       ==========

</TABLE>

                                       A20
<PAGE>


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

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

NOTE 9: UNIT ACTIVITY

        Transactions in units (including transfers among subaccounts), for the
        years ended December 31, 1998, 1997 and 1996 were as follows:

<TABLE>
<CAPTION>
                                                                          SUBACCOUNTS
                              -----------------------------------------------------------------------------------------------------
                                                  MONEY                                                 DIVERSIFIED
                                                 MARKET                                                    BOND
                                                PORTFOLIO                                                PORTFOLIO
                              -----------------------------------------------         ---------------------------------------------
                                  1998             1997               1996               1998              1997              1996
                              -----------       ----------         ----------         ----------         ----------      ---------- 
        <S>                   <C>               <C>                <C>                <C>                <C>             <C>
        Contract Owner
         Contributions:         1,651,137        1,852,551          2,067,686          3,461,354            957,470       3,755,678

        Contract Owner
           Redemptions:        (1,575,664)      (2,279,240)        (2,029,030)        (3,523,454)        (1,208,781)     (3,461,752)


<CAPTION>
                                                                    SUBACCOUNTS (CONTINUED)
                              -----------------------------------------------------------------------------------------------------
                                                                                                          FLEXIBLE
                                                  EQUITY                                                  MANAGED
                                                 PORTFOLIO                                               PORTFOLIO
                              -----------------------------------------------         ---------------------------------------------
                                  1998             1997               1996               1998              1997              1996
                              -----------       ----------         ----------         ----------         ----------      ---------- 
        <S>                   <C>               <C>                <C>                <C>                <C>             <C>
        Contract Owner
         Contributions:         4,007,348        2,872,723          6,112,976         16,398,289          7,728,571      10,117,095

        Contract Owner
           Redemptions:        (5,431,230)      (4,155,330)        (7,049,532)       (51,572,419)       (10,193,317)    (10,999,912)


<CAPTION>
                                                                     SUBACCOUNTS (CONTINUED)
                              -----------------------------------------------------------------------------------------------------
                                             CONSERVATIVE                                             HIGH YIELD
                                               BALANCED                                                  BOND
                                               PORTFOLIO                                               PORTFOLIO
                              -----------------------------------------------         ---------------------------------------------
                                  1998             1997               1996               1998              1997              1996
                              -----------       ----------         ----------         ----------         ----------      ---------- 
        <S>                   <C>               <C>                <C>                <C>                <C>             <C>
        Contract Owner
         Contributions:         3,568,780        4,308,577          5,634,628         33,003,985            415,705         403,245

        Contract Owner
           Redemptions:        (4,841,159)      (5,775,601)        (6,423,987)       (21,070,995)          (440,795)       (482,428)


<CAPTION>
                                                                    SUBACCOUNTS (CONTINUED)
                              -----------------------------------------------------------------------------------------------------
                                                   STOCK                                                  EQUITY
                                                   INDEX                                                  INCOME
                                                 PORTFOLIO                                               PORTFOLIO
                              -----------------------------------------------         ---------------------------------------------
                                  1998             1997               1996               1998              1997              1996
                              -----------       ----------         ----------         ----------         ----------      ---------- 
        <S>                   <C>               <C>                <C>                <C>                <C>             <C>
        Contract Owner
         Contributions:        25,612,492        1,448,957          1,047,109            724,545            651,898         553,466

        Contract Owner
           Redemptions:       (14,154,931)        (982,534)          (588,444)          (492,449)          (352,895)       (471,164)


<CAPTION>
                                                                    SUBACCOUNTS (CONTINUED)
                              ------------------------------------------------------------------------------------------------------
                                                 NATURAL
                                                 RESOURCES                                                GLOBAL
                                                 PORTFOLIO                                               PORTFOLIO
                              -----------------------------------------------         ---------------------------------------------
                                  1998             1997               1996               1998              1997              1996
                              -----------       ----------         ----------         ----------         ----------      ---------- 
        <S>                   <C>               <C>                <C>                <C>                <C>             <C>
        Contract Owner
         Contributions:           172,330          349,998            491,356         84,626,033          3,871,182       1,115,470

        Contract Owner
           Redemptions:          (490,320)      (3,470,654)          (297,717)       (53,280,086)          (575,706)       (515,089)
</TABLE>

                                                                 A21
<PAGE>


NOTE 9: UNIT ACTIVITY (CONTINUED)

<TABLE>
<CAPTION>
                                                                       SUBACCOUNTS (CONTINUED)
                              -----------------------------------------------------------------------------------------------------
                                                GOVERNMENT                                              PRUDENTIAL
                                                 INCOME                                                 JENNISON
                                                PORTFOLIO                                               PORTFOLIO
                              -----------------------------------------------         ---------------------------------------------
                                  1998             1997               1996               1998              1997              1996
                              -----------       ----------         ----------         ----------         ----------      ---------- 
        <S>                   <C>               <C>                <C>                <C>                <C>             <C>
        Contract Owner
         Contributions:           265,519          122,074            259,498          1,808,411            862,419         941,955

        Contract Owner
           Redemptions:          (169,863)        (126,446)          (246,632)          (520,419)          (284,443)       (200,566)

<CAPTION>

                                           SUBACCOUNTS (CONTINUED)
                              -----------------------------------------------
                                                  SMALL
                                              CAPITALIZATION
                                                  STOCK
                                                PORTFOLIO
                              -----------------------------------------------
                                  1998             1997               1996   
                              -----------       ----------         ----------
        <S>                   <C>               <C>                <C>       
        Contract Owner
         Contributions:        30,167,243        3,736,657            670,575

        Contract Owner
           Redemptions:       (19,034,719)        (264,851)          (127,178)
</TABLE>

NOTE 10:  PURCHASES AND SALES OF INVESTMENTS

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

<TABLE>
<CAPTION>
                                                                PORTFOLIOS
                            --------------------------------------------------------------------------------------
                               MONEY          DIVERSIFIED                           FLEXIBLE          CONSERVATIVE
                              MARKET             BOND             EQUITY            MANAGED            BALANCED
                            -----------       -----------       ------------      -------------        ----------- 
        <S>                 <C>               <C>               <C>               <C>                  <C>
        Purchases ........  $ 1,922,784       $ 1,296,492       $    874,822      $   1,384,533        $   770,632
        Sales ............  $(1,834,163)      $(1,614,965)      $(11,999,701)     $(155,845,181)       $(6,102,387)

<CAPTION>
                                                          PORTFOLIOS (CONTINUED)
                           ---------------------------------------------------------------------------------------
                            HIGH YIELD          STOCK              EQUITY             NATURAL
                               BOND             INDEX              INCOME             RESOURCES          GLOBAL
                           ------------      ------------         ----------          ---------       ------------ 
        <S>                <C>               <C>                  <C>                 <C>             <C>
        Purchases ........ $ 34,378,432      $ 66,105,619         $1,942,743          $  47,949       $ 48,516,865
        Sales ............ $ (5,319,054)     $(17,811,220)        $ (835,710)         $(856,246)      $ (1,930,267)

<CAPTION>

                                        PORTFOLIOS (CONTINUED)
                             -------------------------------------------------
                                                                   SMALL
                             GOVERNMENT        PRUDENTIAL       CAPITALIZATION
                               INCOME           JENNISON           STOCK
                             ----------        ----------       --------------
        <S>                   <C>              <C>               <C>        
        Purchases ........    $ 446,374        $2,971,241        $17,759,975
        Sales ............    $(241,283)       $ (223,989)       $  (864,809)

</TABLE>

NOTE 11: RELATED PARTY TRANSACTIONS

         Prudential has purchased multiple individual VAL contracts of the
         Account insuring the lives of certain employees. Prudential is the
         owner and beneficiary of the contracts. There were no net premium
         payments directed to the Flexible Managed subaccount for the year ended
         December 31, 1998. Equity of contract owners in that subaccount at
         December 31, 1998 includes approximately $159.8 million owned by
         Prudential.


                                      A22
<PAGE>


                        REPORT OF INDEPENDENT ACCOUNTANTS

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

In our opinion, the accompanying statements of net assets and the related
statements of operations and of changes in net assets present fairly, in all
material respects, the financial position of the subaccounts (Money Market
Portfolio, Diversified Bond Portfolio, Equity Portfolio, Flexible Managed
Portfolio, Conservative Balanced Portfolio, High Yield Bond Portfolio, Stock
Index Portfolio, Equity Income Portfolio, Natural Resources Portfolio, Global
Portfolio, Government Income Portfolio, Prudential Jennison Portfolio and Small
Capitalization Stock Portfolio) of the Pruco Life of New Jersey Variable
Appreciable Account at December 31, 1998, the results of each of their
operations and the changes in each of their net assets for each of the three
years in the period then ended, in conformity with generally accepted accounting
principles. These financial statements are the responsibility of Pruco Life
Insurance Company of New Jersey's management; our responsibility is to express
an opinion on these financial statements based on our audits. We conducted our
audits of these financial statements in accordance with generally accepted
auditing standards which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluation the overall financial statement presentation. We believe that our
audits, which included confirmation of fund shares owned at December 31, 1998,
provide a reasonable basis for the opinion expressed above.


PricewaterhouseCoopers LLP
New York, New York
March 19, 1999

                                      A23




<PAGE>





<TABLE>

Pruco Life Insurance Company of New Jersey

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

<CAPTION>
                                                                                   1998             1997
                                                                                ----------       ----------
<S>                                                                             <C>              <C>       
ASSETS
Fixed maturities
   Available for sale, at fair value (amortized cost, 1998: $617,758; and
   1997: $585,109)                                                              $  622,990       $  592,361
Policy loans                                                                       139,443          127,306
Short-term investments                                                              53,761           52,464
                                                                                ----------       ----------
        Total investments                                                          816,194          772,131
Cash                                                                                    45                3
Deferred policy acquisition costs                                                  113,923          101,625
Accrued investment income                                                           12,209           14,075
Other assets                                                                        15,379            4,037
Separate Account assets                                                          1,453,407        1,110,561
                                                                                ----------       ----------
TOTAL ASSETS                                                                    $2,411,157       $2,002,432
                                                                                ==========       ==========

LIABILITIES AND STOCKHOLDER'S EQUITY
Liabilities
Policyholders' account balances                                                 $  413,848       $  402,601
Future policy benefits and other policyholder liabilities                           90,530           85,220
Cash collateral for loaned securities                                               34,424           33,663
Securities sold under agreements to repurchase                                      27,210               --
Income taxes payable                                                                 1,610           12,963
Net deferred income tax liability                                                   23,715           22,188
Payable to affiliate                                                                 3,492            4,307
Other liabilities                                                                   19,489           17,103
Separate Account liabilities                                                     1,450,986        1,108,994
                                                                                ----------       ----------
Total liabilities                                                                2,065,304        1,687,039
Contingencies - (See Note 10)                                                   ----------       ----------
Stockholder's Equity
Common stock, $5 par value;
      400,000 shares, authorized;
      issued and outstanding at
      December 31, 1998 and 1997                                                     2,000            2,000
Paid-in-capital                                                                    125,000          125,000
Retained earnings                                                                  217,260          185,437
Accumulated other comprehensive income                                               1,593            2,956
                                                                                ----------       ----------
Total stockholder's equity                                                         345,853          315,393
                                                                                ----------       ----------
TOTAL LIABILITIES AND
    STOCKHOLDER'S EQUITY                                                        $2,411,157       $2,002,432
                                                                                ==========       ==========
</TABLE>


                                      See Notes to Financial Statements


                                      B-1
<PAGE>

<TABLE>

Pruco Life Insurance Company of New Jersey

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

<CAPTION>
                                                                1998             1997             1996
                                                              ---------        ---------        ---------
<S>                                                           <C>              <C>              <C>
REVENUES

Premiums                                                      $   1,345        $   1,105        $   1,345
Policy charges and fee income                                    56,247           56,382           58,571
Net investment income                                            47,032           46,324           43,784
Realized investment gains, net                                    8,446            1,707            1,221
Other income                                                      5,755            5,286            4,047
                                                              ---------        ---------        ---------

Total revenues                                                  118,825          110,804          108,968
                                                              ---------        ---------        ---------

BENEFITS AND EXPENSES

Policyholders' benefits                                          28,342           33,999           28,653
Interest credited to policyholders' account balances             18,985           19,372           20,069
General, administrative and other expenses                       22,105           27,236           12,848
                                                              ---------        ---------        ---------

Total benefits and expenses                                      69,432           80,607           61,570
                                                              ---------        ---------        ---------

Income from operations before income taxes                       49,393           30,197           47,398
                                                              ---------        ---------        ---------

Income taxes
Current                                                          15,309           13,279           12,682
Deferred                                                          2,261           (2,305)           2,929
                                                              ---------        ---------        ---------

Total income taxes                                               17,570           10,974           15,611
                                                              ---------        ---------        ---------

NET INCOME                                                    $  31,823        $  19,223        $  31,787
                                                              =========        =========        =========

Net unrealized investment gains (losses) on securities,
net of reclassification adjustment                               (1,363)             924           (4,556)
                                                              ---------        ---------        ---------

TOTAL COMPREHENSIVE INCOME                                    $  30,460        $  20,147        $  27,231
                                                              =========        =========        =========
</TABLE>


                                      See Notes to Financial Statements


                                      B-2
<PAGE>

<TABLE>

Pruco Life Insurance Company of New Jersey

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


<CAPTION>
                                                                                      Accumulated
                                                                                         other            Total
                                         Common          Paid-in-       Retained     comprehensive     stockholder's
                                          stock          capital        earnings         income           equity
                                        ---------       ---------       ---------       ---------        ---------
<S>                                     <C>             <C>             <C>             <C>              <C>      
Balance, January 1, 1996                $   2,000       $ 125,000       $ 134,427       $   6,588        $ 268,015

   Net income                                  --              --          31,787              --           31,787
   Change in net unrealized
      investment gains, net of
      reclassification adjustment              --              --              --          (4,556)          (4,556)
                                        ---------       ---------       ---------       ---------        ---------
Balance, December 31, 1996                  2,000         125,000         166,214           2,032          295,246

   Net income                                  --              --          19,223              --           19,223
   Change in net unrealized
      investment gains, net of
      reclassification adjustment              --              --              --             924              924

                                        ---------       ---------       ---------       ---------        ---------
Balance, December 31, 1997                  2,000         125,000         185,437           2,956          315,393

   Net income                                  --              --          31,823              --           31,823
   Change in net unrealized
      investment gains, net of
      reclassification adjustment              --              --              --          (1,363)          (1,363)
                                        ---------       ---------       ---------       ---------        ---------
Balance, December 31, 1998              $   2,000       $ 125,000       $ 217,260       $   1,593        $ 345,853
                                        =========       =========       =========       =========        =========
</TABLE>

                                         See Notes to Financial Statements


                                      B-3
<PAGE>

<TABLE>

Pruco Life Insurance Company of New Jersey

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

<CAPTION>
                                                                             1998               1997               1996
                                                                          -----------        -----------        -----------
<S>                                                                       <C>                <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                                             $    31,823        $    19,223        $    31,787
   Adjustments to reconcile net income to net cash (used in)
   provided by operating activities:
      Policy charges and fee income                                           (10,871)            (7,841)            (9,963)
      Interest credited to policyholders' account balances                     18,985             19,372             20,069
      Realized investment gains, net                                           (8,446)            (1,707)            (1,221)
      Amortization and other non-cash items                                     2,491             (1,046)            10,065
      Change in:
        Future policy benefits and other policyholders' liabilities             5,310              8,981              7,461
        Accrued investment income                                               1,866             (1,167)            (1,329)
        Policy loans                                                          (12,137)           (13,388)           (15,724)
        Separate Accounts                                                        (854)             1,629             (1,335)
        Payable to affiliates                                                    (815)            (1,752)             4,300
        Deferred policy acquisition costs                                     (12,298)             5,340            (10,934)
        Income taxes payable                                                  (11,353)            10,993              1,970
        Deferred income tax liability                                           1,527             (1,987)               366
        Other, net                                                             (8,955)             2,812              4,669
                                                                          -----------        -----------        -----------
Cash Flows (Used in) From Operating Activities                                 (3,727)            39,462             40,181
                                                                          -----------        -----------        -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Proceeds from the sale/maturity of:
      Fixed maturities:
        Available for sale                                                  1,001,096            645,355            901,775
   Payments for the purchase of:
      Fixed maturities:
        Available for sale                                                 (1,029,988)          (679,709)          (956,483)
   Cash collateral for loaned securities, net                                     761             33,663                 --
   Securities sold under agreements to repurchase, net                         27,210                 --                 --
   Short term investments, net                                                 (1,297)           (35,461)            28,306
                                                                          -----------        -----------        -----------
Cash Flows Used in Investing Activities                                        (2,218)           (36,152)           (26,402)
                                                                          -----------        -----------        -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Policyholders' account balances:
      Deposits                                                                300,536            134,020             16,754
      Withdrawals                                                            (294,549)          (141,255)           (26,605)
                                                                          -----------        -----------        -----------
Cash Flows From (Used in) Financing Activities                                  5,987             (7,235)            (9,851)
                                                                          -----------        -----------        -----------
Net increase (decrease) in Cash                                                    42             (3,925)             3,928
Cash, beginning of year                                                             3              3,928                 --
                                                                          -----------        -----------        -----------
CASH, END OF PERIOD                                                       $        45        $         3        $     3,928
                                                                          ===========        ===========        ===========

SUPPLEMENTAL CASH FLOW INFORMATION
Income taxes paid                                                         $    27,083        $     1,896        $    11,673
                                                                          ===========        ===========        ===========
</TABLE>


                                              See Notes to Financial Statements


                                      B-4
<PAGE>


Pruco Life Insurance Company of New Jersey

Notes to Financial Statements
- --------------------------------------------------------------------------------

1.   BUSINESS

Pruco  Life  Insurance  Company  of New  Jersey  (the  Company)  is a stock life
insurance  company  organized in 1982 under the laws of the state of New Jersey.
It is licensed to sell  individual  life  insurance,  variable  life  insurance,
variable  annuities,  and fixed  annuities (the Contracts) only in the states of
New Jersey and New York.

The Company is a wholly owned subsidiary of Pruco Life Insurance  Company (Pruco
Life),  a stock life insurance  company  organized in 1971 under the laws of the
state of Arizona.  Pruco Life,  in turn,  is a wholly  owned  subsidiary  of The
Prudential Insurance Company of America (Prudential), a mutual insurance company
founded in 1875 under the laws of the state of New Jersey. Pruco Life intends to
make additional capital contributions to the Company, as needed, to enable it to
comply with its reserve  requirements  and fund expenses in connection  with its
business.   Generally,   Pruco  Life  is  under  no   obligation  to  make  such
contributions  and its  assets  do not  back  the  benefits  payable  under  the
Contracts.

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


2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The  financial  statements  include the  accounts of the  Company,  a stock life
insurance  company.  The financial  statements  have been prepared in accordance
with generally accepted accounting principles ("GAAP").

Use of Estimates

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

Investments

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

Policy loans are carried at unpaid principal balances.

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

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

Cash

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

Deferred Policy Acquisition Costs

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


                                      B-5
<PAGE>


Pruco Life Insurance Company of New Jersey

Notes to Financial Statements
- --------------------------------------------------------------------------------

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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

Securities loaned

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

Securities sold under agreements to repurchase

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

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

Separate Account Assets and Liabilities

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

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

Insurance Revenue and Expense Recognition

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


                                      B-6
<PAGE>


Pruco Life Insurance Company of New Jersey

Notes to Financial Statements
- --------------------------------------------------------------------------------

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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

Other Income

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

Derivative Financial Instruments

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

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

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

Income Taxes

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

New Accounting Pronouncements

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

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


                                      B-7
<PAGE>


Pruco Life Insurance Company of New Jersey

Notes to Financial Statements
- --------------------------------------------------------------------------------

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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

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

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

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

Reclassifications

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


                                      B-8
<PAGE>


Pruco Life Insurance Company of New Jersey

Notes to Financial Statements
- --------------------------------------------------------------------------------

3.   INVESTMENTS


Fixed Maturities

The following tables provide additional information relating to fixed maturities
as of December 31:

<TABLE>
<CAPTION>
                                                                           1998
                                                  -----------------------------------------------------
                                                                  Gross          Gross        Estimated
                                                 Amortized      Unrealized      Unrealized      Fair
                                                    Cost          Gains          Losses         Value
                                                  --------       --------       --------       --------
                                                                    (In Thousands)
<S>                                               <C>            <C>            <C>            <C>     
Fixed maturities available for sale
U.S. Treasury securities and obligations of
U.S. government corporations and agencies         $ 51,663       $    260       $    318       $ 51,605

Foreign government bonds                            34,744            887            236         35,395

Corporate Securities                               531,351          7,273          2,634        535,990
                                                  --------       --------       --------       --------

Total fixed maturities available for sale         $617,758       $  8,420       $  3,188       $622,990
                                                  ========       ========       ========       ========

<CAPTION>
                                                                           1997
                                                  -----------------------------------------------------
                                                                  Gross          Gross        Estimated
                                                 Amortized      Unrealized      Unrealized      Fair
                                                    Cost          Gains          Losses         Value
                                                  --------       --------       --------       --------
                                                                    (In Thousands)
<S>                                               <C>            <C>            <C>            <C>     
Fixed maturities available for sale
U.S. Treasury securities and obligations of
U.S. government corporations and agencies         $ 42,885       $    340       $      3       $ 43,222

Foreign government bonds                            38,332            551             --         38,883

Corporate securities                               503,892          6,545            181        510,256
                                                  --------       --------       --------       --------

Total fixed maturities available for sale         $585,109       $  7,436       $    184       $592,361
                                                  ========       ========       ========       ========
</TABLE>


                                      B-9
<PAGE>


Pruco Life Insurance Company of New Jersey

Notes to Financial Statements
- --------------------------------------------------------------------------------

3.   INVESTMENTS (continued)


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


                                                          Available for Sale
                                                     ---------------------------
                                                     Amortized        Estimated
                                                       Cost           Fair Value
                                                     --------         ----------
                                                           (In Thousands)

Due in one year or less                              $ 13,645           $ 13,767

Due after one year through five years                 269,252            271,525


Due after five years through ten years                255,280            257,992


Due after ten years                                    79,581             79,706
                                                     --------           --------

Total                                                $617,758           $622,990
                                                     ========           ========

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

Proceeds from the sale of fixed maturities available for sale during 1998, 1997,
and 1996 were $990.7 million,  $635.4 million and $854.8 million,  respectively.
Gross gains of $8.8 million,  $2.9 million, and $3.9 million and gross losses of
$1.8 million, $1.2 million, and $3.8 million were realized on those sales during
1998, 1997, and 1996, respectively. Proceeds from maturities of fixed maturities
available  for sale  during  1998,  1997,  and 1996 were  $10.4  million,  $10.0
million, and $47.0 million, respectively.

Writedowns  for  impairments of fixed  maturities  which were deemed to be other
than  temporary  were $.6 million for 1998.  There were no  impairments of fixed
maturities for the years 1997 and 1996.

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

                                               Available for Sale
                                         -------------------------------
                                         Amortized            Estimated
                                           Cost               Fair Value
                                         ---------            ----------
       NAIC     Standard & Poor's                  (In Thousands)

         1      AAA to AA-               $ 303,209            $ 306,693

         2      BBB+ to BBB-               286,640              287,888

         3      BB+ to BB-                  27,134               27,692

         4      B+ to B-                       704                  638

         5      CCC or lower                    71                   79

         6      In or near default              --                   --
                                         ---------            ---------

                Total                    $ 617,758            $ 622,990
                                         =========            =========


                                      B-10
<PAGE>


Pruco Life Insurance Company of New Jersey

Notes to Financial Statements
- --------------------------------------------------------------------------------


3.   INVESTMENTS (continued)


The fixed maturity  portfolio consists largely of investment grade assets (rated
"1" or "2" by the NAIC), with such investments accounting for 95% and 96% of the
portfolio at December 31, 1998 and 1997,  respectively,  based on fair value. As
of both of those dates,  no fixed  maturities in the portfolio were rated "6" by
the NAIC, defined as public and private placement securities which are currently
non-performing or believed subject to default in the near-term.

The Company  continually  reviews  fixed  maturities  and  identifies  potential
problem  assets  which  require  additional  monitoring.   The  Company  defines
"problem" fixed maturities as those for which principal and/or interest payments
are in default.  The Company  defines  "potential  problem" fixed  maturities as
assets which are believed to present  default risk  associated  with future debt
service obligations and therefore require more active management.  No problem or
potential problem fixed maturities were identified in 1998 or 1997.

Special Deposits

Fixed   maturities   of  $.5  million  at  both  December  31,  1998  and  1997,
respectively,  were on deposit  with  governmental  authorities  or  trustees as
required by certain insurance laws.


Investment Income and Investment Gains and Losses

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

<TABLE>
<CAPTION>
                                              1998            1997            1996
                                            --------        --------        --------
                                                         (In Thousands)
<S>                                         <C>             <C>             <C>     
Fixed maturities - available for sale       $ 39,478        $ 37,563        $ 36,193
Policy loans                                   7,350           6,596           5,761
Short-term investments                         3,502           3,023           2,504
Other                                           (842)            333              28
                                            --------        --------        --------
Gross investment income                       49,488          47,515          44,486
Less investment expenses                      (2,456)         (1,191)           (702)
                                            --------        --------        --------
Net investment income                       $ 47,032        $ 46,324        $ 43,784
                                            ========        ========        ========
</TABLE>


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

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

Realized investment gains            $ 17,957        $  2,898        $  5,232
Realized investment losses             (9,511)         (1,191)         (4,011)
                                     --------        --------        --------

Realized investment gains, net       $  8,446        $  1,707        $  1,221
                                     ========        ========        ========


                                      B-11
<PAGE>


Pruco Life Insurance Company of New Jersey

Notes to Financial Statements
- --------------------------------------------------------------------------------

3.   INVESTMENTS (continued)

Net Unrealized Investment Gains

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

<TABLE>
<CAPTION>
                                                                                   1998           1997           1996
                                                                                  -------        -------        -------
                                                                                              (In Thousands)
<S>                                                                               <C>            <C>            <C>    
Net unrealized investment gains, beginning of year                                $ 2,956        $ 2,032        $ 6,588
Changes in net unrealized investment gains attributable to:
  Investments:
   Net unrealized investment gains on investments arising during the period         3,227          3,228         (6,403)
   Reclassification adjustment for gains included in net income                     4,539          1,109            860
                                                                                  -------        -------        -------
   Change in net unrealized investment gains, net of adjustments                   (1,312)         2,119         (7,263)
Impact of net unrealized investment gains on:
   Future policy benefits                                                              57            216           (776)
   Deferred policy acquisition costs                                                 (108)        (1,411)         3,483
                                                                                  -------        -------        -------
Change in net unrealized investment gains                                          (1,363)           924         (4,556)
                                                                                  -------        -------        -------
Net unrealized investment gains, end of year                                      $ 1,593        $ 2,956        $ 2,032
                                                                                  =======        =======        =======
</TABLE>

Unrealized gains (losses) on investments  arising during the periods reported in
the above table are net of income tax expense  (benefit) of $1.7  million,  $1.7
million and $(3.6)  million for the years ended  December  31, 1998,  1997,  and
1996, respectively.

Reclassification  adjustments  reported  in the above  table for the years ended
December  31,  1998,  1997,  and 1996 are net of income  tax  expense  of $(2.4)
million, $(.6) million and $(.5) million, respectively.

The future  policy  benefits  reported  in the above table are net of income tax
expense  (benefit) of $.03  million,  $0, and $(.4)  million for the years ended
December 31, 1998, 1997 and 1996, respectively.

Deferred  policy  acquisition  costs in the above  tables  for the  years  ended
December  31,  1998,  1997 and 1996 are net of income tax expense  (benefit)  of
$(.06) million, $(.8) million and $2.0 million, respectively.

4.   POLICYHOLDERS' LIABILITIES

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


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

Life insurance                                     $85,523               $80,464
Annuities                                            5,007                 4,756
                                                   -------               -------
                                                   $90,530               $85,220
                                                   =======               =======

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


                                      B-12
<PAGE>


Pruco Life Insurance Company of New Jersey

Notes to Financial Statements
- --------------------------------------------------------------------------------

4.   POLICYHOLDERS' LIABILITIES (continued)

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

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

Individual immediate       1983 Individual Annuity         6.25% to 8.75%        Present value of
annuities                  Mortality Table with                                  expected future payment
                           certain modifications                                 based on historical experience
</TABLE>

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

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

Individual annuities                                  $148,327          $145,120
Interest-sensitive life contracts                      265,521           257,481
                                                      --------          --------
                                                      $413,848          $402,601
                                                      ========          ========


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

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

<TABLE>
<CAPTION>
           Product                          Interest Rate                 Withdrawal / Surrender Charges
           -------                          -------------                 ------------------------------
<S>                                          <C>                        <C>    
Interest sensitive life contracts            4.0% to 5.4%               Various up to 10 years

Individual annuities                         3.0% to 5.6%               0% to 8% for up to 8 years
</TABLE>


                                      B-13
<PAGE>


Pruco Life Insurance Company of New Jersey

Notes to Financial Statements
- --------------------------------------------------------------------------------

5.   REINSURANCE

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

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

                                             1998          1997           1996
                                           -------        -------        -------
                                                      (In Thousands)
Direct Premiums                            $ 1,373        $ 1,117        $ 1,345
  Reinsurance ceded-affiliated                 (28)           (12)            --
                                           -------        -------        -------
Premiums                                   $ 1,345        $ 1,105        $ 1,345
                                           =======        =======        =======
Policyholders' benefits ceded              $    15        $    14        $    13
                                           =======        =======        =======
Reinsurance recoverables, included in "Other assets" in the Company's Statements
of Financial Position,  at December 31 include amounts recoverable on unpaid and
paid losses and were as follows:

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

Life insurance - affiliated                                 $31              $30
                                                            ---              ---
                                                            $31              $30
                                                            ===              ===


                                      B-14
<PAGE>


Pruco Life Insurance Company of New Jersey

Notes to Financial Statements
- --------------------------------------------------------------------------------

6.   INCOME TAXES

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

                                          1998           1997            1996
                                        --------       --------        --------
                                                   (In Thousands)
Current tax expense (benefit):
U.S.                                    $ 14,786       $ 12,880        $ 13,589
State and local                              523            399            (907)
                                        --------       --------        --------
Total                                     15,309         13,279          12,682
                                        --------       --------        --------

Deferred tax expense (benefit):
U.S.                                       2,198         (2,305)          2,848
State and local                               63             --              81
                                        --------       --------        --------
Total                                      2,261         (2,305)          2,929
                                        --------       --------        --------

Total income tax expense                $ 17,570       $ 10,974        $ 15,611
                                        ========       ========        ========


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

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

Expected federal income tax expense     $ 17,288        $ 10,569       $ 16,589
State and local income taxes                 381             259           (537)
Other                                        (99)            146           (441)
                                        --------        --------       --------
Total income tax expense                $ 17,570        $ 10,974       $ 15,611
                                        ========        ========       ========

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

                                                          1998            1997
                                                         -------         -------
                                                             (In Thousands)
Deferred income tax assets:
Insurance reserves                                       $10,016         $ 6,907
Other                                                         --              --
                                                         -------         -------
Deferred tax assets                                      $10,016         $ 6,907
                                                         -------         -------

Deferred income tax liabilities:
Deferred acquisition costs                                28,509          24,725
Net investment gains                                       2,847           4,284
Other                                                      2,375              86
                                                         -------         -------
Deferred tax liabilities                                  33,731          29,095
                                                         -------         -------

Net deferred federal tax liability                       $23,715         $22,188
                                                         =======         =======


                                      B-15
<PAGE>


Pruco Life Insurance Company of New Jersey

Notes to Financial Statements
- --------------------------------------------------------------------------------

6.   INCOME TAXES (continued)

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

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


                                      B-16
<PAGE>


Pruco Life Insurance Company of New Jersey

Notes to Financial Statements
- --------------------------------------------------------------------------------

7.   EQUITY

Reconciliation of Statutory Surplus and Net Income

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

<TABLE>
<CAPTION>
                                                                1998            1997             1996
                                                              --------        --------        --------
                                                                             (In Thousands)
<S>                                                           <C>             <C>             <C>     
Statutory net income                                          $ 18,704        $ 18,306        $ 24,774

Adjustments to reconcile to net income on a GAAP basis:
Deferred acquisition costs                                      12,464          (3,170)          5,656
Deferred premium                                                   534             198             221
Insurance liabilities                                             (808)          2,324           4,784
Deferred taxes                                                  (2,261)          2,305          (2,929)
Valuation of investments                                         3,794            (143)           (765)
Other, net                                                        (604)           (597)             46
                                                              --------        --------        --------
GAAP net income                                               $ 31,823        $ 19,223        $ 31,787
                                                              ========        ========        ========
</TABLE>


<TABLE>
<CAPTION>
                                                             1998            1997
                                                          ---------        ---------
                                                                 (In Thousands)
<S>                                                       <C>              <C>      
Statutory surplus                                         $ 252,530        $ 235,958

Adjustments to reconcile to equity on a GAAP basis:
Valuation of investments                                     20,799           18,540
Deferred acquisition costs                                  113,923          101,625
Deferred premium                                             (1,473)          (2,007)
Insurance liabilities                                       (18,141)         (19,120)
Deferred taxes                                              (23,715)         (22,188)
Other, net                                                    1,930            2,585
                                                          ---------        ---------
GAAP stockholder's equity                                 $ 345,853        $ 315,393
                                                          =========        =========
</TABLE>


8.   FAIR VALUE OF FINANCIAL INSTRUMENTS


The estimated fair values  presented below have been determined  using available
information  and valuation  methodologies.  Considerable  judgment is applied in
interpreting  data to develop the  estimates  of fair value.  Accordingly,  such
estimates presented may not be realized in a current market exchange. The use of
different  market  assumptions  and/or  estimation  methodologies  could  have a
material  effect  on the  estimated  fair  values.  The  following  methods  and
assumptions  were used in calculating  the fair values (for all other  financial
instruments  presented in the table, the carrying value  approximates  estimated
fair value).

Fixed maturities

Estimated fair values for fixed  maturities are based on quoted market prices or
estimates from independent pricing services.

Policy loans

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


                                      B-17
<PAGE>


Pruco Life Insurance Company of New Jersey

Notes to Financial Statements
- --------------------------------------------------------------------------------

8.   FAIR VALUE OF FINANCIAL INSTRUMENTS (continued)


Policyholders' account balances

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

Derivative financial instruments

The fair value of futures is estimated  based on market quotes for  transactions
with similar  terms.  The following  table  discloses  the carrying  amounts and
estimated fair values of the Company's financial instruments at December 31,:

<TABLE>
<CAPTION>
                                                      1998                              1997
                                           ---------------------------       ---------------------------
                                           Carrying         Estimated         Carrying         Estimated
                                             Value          Fair Value         Value          Fair Value
                                           ----------       ----------       ----------       ----------
                                                                     (In Thousands)
<S>                                        <C>              <C>              <C>              <C>       
Financial Assets:
Fixed maturities available  for sale       $  622,990       $  622,990       $  592,361       $  592,361
Policy loans                                  139,443          146,504          127,306          126,262
Short-term investments                         53,761           53,761           52,464           52,464
Cash                                               45               45                3                3
Separate Accounts assets                    1,453,407        1,453,407        1,110,561        1,110,561

Financial Liabilities:
Policyholders'
    account balances                       $  413,848       $  414,602       $  402,601       $  401,267
Cash collateral for loaned
    securities                                 61,634           61,634           33,663           33,663
Separate Accounts liabilities               1,450,986        1,450,986        1,108,994        1,108,994
Derivatives                                        --               --               83               83
</TABLE>


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

Futures

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

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


                                      B-18
<PAGE>


Pruco Life Insurance Company of New Jersey

Notes to Financial Statements
- --------------------------------------------------------------------------------

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

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

Credit Risk

The current credit exposure of the Company's  derivative contracts is limited to
the fair value at the  reporting  date.  Credit risk is managed by entering into
transactions with  creditworthy  counterparties  and obtaining  collateral where
appropriate and customary. The Company also attempts to minimize its exposure to
credit risk through the use of various credit monitoring techniques.  All of the
net  credit  exposure  for  the  Company  from  derivative   contracts  is  with
investment-grade counterparties.

10.  CONTINGENCIES

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

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

11.  DIVIDENDS

The Company is subject to New Jersey law which requires any shareholder dividend
or  distribution  must be filed with the New Jersey  Commissioner  of Insurance.
Cash  dividends  may only be paid  out of  surplus  derived  from  realized  net
profits.

12.  RELATED PARTY TRANSACTIONS

Service Agreements

Prudential  and  Pruco  Life of New  Jersey  operate  under  service  and  lease
agreements  whereby  services  of  officers  and  employees,  supplies,  use  of
equipment  and office  space are provided by  Prudential.  The net cost of these
services allocated to the Company were $23.5 million,  $16.2 million,  and $12.2
million for the years ended  December 31, 1998,  1997,  and 1996,  respectively.
These  costs are treated in a manner  consistent  with the  Company's  policy on
deferred acquisition costs.

Prudential  and Pruco  Life of New  Jersey  have an  agreement  with  respect to
administrative  services for the Prudential  Series Fund. The Company invests in
the various portfolios of the Series Fund through the Separate  Accounts.  Under
this agreement,  Prudential pays compensation to Pruco Life of New Jersey in the
amount  equal to a portion  of the gross  investment  advisory  fees paid by the
Prudential  Series Fund.  The Company  received  from  Prudential  its allocable
shares of such  compensation  in the amount of $5.6 million,  $5.0 million,  and
$3.5  million  during  1998,  1997,  and 1996  respectively,  recorded in "Other
income."


                                      B-19
<PAGE>


Pruco Life Insurance Company of New Jersey

Notes to Financial Statements
- --------------------------------------------------------------------------------

12.  RELATED PARTY TRANSACTIONS (continued)

Reinsurance

The Company currently has a reinsurance  agreement in place with Prudential (the
reinsurer).  The reinsurance  agreement is a yearly  renewable term agreement in
which the Company may offer and the reinsurer may accept reinsurance on any life
in excess of the  Company's  maximum  limit of  retention.  The  Company  is not
relieved  of its primary  obligation  to the  policyholder  as a result of these
reinsurance transactions.  These agreements had no material effect on net income
for the years ended December 31, 1998, 1997, and 1996.

Debt Agreements

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


                                      B-20
<PAGE>


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



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

In our opinion,  the  accompanying  statements  of  financial  position and the
related statements of operations, of changes in stockholder's equity and of cash
flows present fairly, in all material respects,  the financial position of Pruco
Life  Insurance  Company of New Jersey at December  31,  1998 and 1997,  and the
results of its  operations and its cash flows for each of the three years in the
period ended December 31, 1998, in conformity with generally accepted accounting
principles.  These financial  statements are the responsibility of the Company's
management;  our  responsibility  is to express  an  opinion on these  financial
statements  based on our audits.  We conducted our audits of these statements in
accordance with generally accepted auditing standards which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements,  assessing the accounting  principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for the opinion  expressed
above.



PricewaterhouseCoopers LLP
New York, New York
February 26, 1999



                                      B-21







<PAGE>

VARIABLE
APPRECIABLE
LIFE(R)
INSURANCE

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

[LOGO] Prudential

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

       VAL-2 Ed. 5/99 CAT# 64696FY
    

<PAGE>

                                     PART II

                                OTHER INFORMATION
<PAGE>

                           UNDERTAKING TO FILE REPORTS

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

                     REPRESENTATION WITH RESPECT TO CHARGES

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

                   UNDERTAKING WITH RESPECT TO INDEMNIFICATION

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

New Jersey, being the state or organization of Pruco Life Insurance Company of
New Jersey ("PLNJ"), permits entities organized under its jurisdiction to
indemnify directors and officers with certain limitations. The relevant
provisions of New Jersey law permitting indemnification can be found in Section
14A:3-5 of the New Jersey Statutes Annotated. The text of PLNJ's By-law, Article
V, which relates to indemnification of officers and directors, is incorporated
by reference to Exhibit 3(ii) to its Form 10-Q, SEC File No. 333-18053, filed
August 15, 1997.

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


                                      II-1
<PAGE>

                       CONTENTS OF REGISTRATION STATEMENT

   
This Registration Statement comprises the following papers and documents:
    

The facing sheet.

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

   
The prospectus consisting of 88 pages.
    

The undertaking to file reports.

The representation with respect to charges.

The undertaking with respect to indemnification.

The signatures.

   
Written consents of the following persons:

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

The following exhibits:

      1.    The following exhibits correspond to those required by paragraph A
            of the instructions as to exhibits in Form N-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 7)
            (2)   Not Applicable.
            (3)   Distributing Contracts:
                  (a)   Distribution Agreement between Pruco Securities
                        Corporation and Pruco Life Insurance Company of New
                        Jersey. (Note 7)
                  (b)   Proposed form of Agreement between Pruco Securities
                        Corporation and independent brokers with respect to the
                        Sale of the Contracts. (Note 7)
                  (c)   Schedules of Sales Commissions. (Note 7)
            (4)   Not Applicable.
            (5)   Variable Life Insurance Contracts. 
                  (a)   With fixed death benefit. (Note 7)
                  (b)   With variable death benefit. (Note 7)
                  (c)   Revised Contract with fixed death benefit. (Note 7) 
                  (d)   Revised Contract with variable death benefit. (Note 7)
            (6)   (a)   Articles of Incorporation of Pruco Life Insurance
                        Company of New Jersey, as amended March 11, 1983. (Note
                        7)
   
                  (b)   Certificate of Amendment of the Articles of
                        Incorporation of Pruco Life Insurance Company of New
                        Jersey, February 12, 1998. (Note 8)
    
                  (c)   By-laws of Pruco Life Insurance Company of New Jersey,
                        as amended May 5, 1997. (Note 3)

            (7)   Not Applicable.
            (8)   Not Applicable.
            (9)   Not Applicable.
            (10)  (a)   Application Form for Variable Appreciable Life Insurance
                        Contract. (Note 7)
                  (b)   Supplement to the Application for Variable Appreciable
                        Life Insurance Contract. (Note 7)
                  (c)   New Jersey Application Form for Variable Appreciable
                        Life Insurance Contract. (Note 2)
                  (d)   New York Application Form for Variable Appreciable Life
                        Insurance Contract. (Note 7)
                  (e)   Revised New York Application Form for Variable
                        Appreciable Life Insurance Contract. (Note 2)


                                      II-2
<PAGE>

            (11)  Form of Notice of Withdrawal Right. (Note 7)
   
            (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 pursuant to Rule
                  6e-2(b)(13)(v)(B). (Note 1)
    

            (13)  Available Contract Riders.
                  (a)   Rider for Insured's Waiver of Premium Benefit. (Note 7)
                  (b)   Rider for Applicant's Waiver of Premium Benefit. (Note
                        7)
                  (c)   Rider for Insured's Accidental Death Benefit. (Note 7)
                  (d)   Rider for Level Term Insurance Benefit on Life of
                        Insured. (Note 7)
                  (e)   Rider for Decreasing Term Insurance Benefit on Life of
                        Insured. (Note 7)
                  (f)   Rider for Interim Term Insurance Benefit. (Note 7)
                  (g)   Rider for Option to Purchase Additional Insurance on
                        Life of Insured. (Note 7)
                  (h)   Rider for Decreasing Term Insurance on Life of Insured
                        Spouse. (Note 7)
                  (i)   Rider for Level Term Insurance on Dependent Children.
                        (Note 7)
                  (j)   Rider for Level Term Insurance on Dependent
                        Children-from Term Conversions. (Note 7)
                  (k)   Rider for Level Term Insurance on Dependent
                        Children-from Term Conversions or Attained Age Change.
                        (Note 7)
                  (l)   Rider for Coverage on Other Insured. (Note 7)
                  (m)   Rider defining Insured Spouse. (Note 7)
                  (n)   Rider covering lack of Evidence of Insurability on a
                        Child. (Note 2)
                  (o)   Rider modifying Waiver of Premium. (Note 2)
                  (p)   Rider to terminate a Supplementary Benefit. (Note 7)
                  (q)   Rider providing for election of Variable Reduced Paid-up
                        Insurance. (Note 7)
                  (r)   Rider to provide for exclusion of Aviation Risk. (Note
                        7)
                  (s)   Rider to provide for exclusion of Military Aviation
                        Risk. (Note 7)
                  (t)   Rider to provide for exclusion of War Risk. (Note 7)
                  (u)   Endorsement for conversion of a Dependent Child. (Note
                        7)
                  (v)   Endorsement for Contractual Conversion of a Term Policy.
                        (Note 7)
                  (w)   Endorsement for conversion of Level Term Insurance
                        Benefit on a Child. (Note 2)
                  (x)   Endorsement providing for Variable Loan Interest Rate.
                        (Note 7)
                  (y)   Endorsement for Increase in Face Amount. (Note 7)
                  (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 7)
                  (bb)  New Jersey Rider for Term Insurance Benefit on Life of
                        Insured Spouse-Decreasing Amount After Three Years.
                        (Note 7)
                  (cc)  New York Rider for Term Insurance Benefit on Life of
                        Insured Spouse-Decreasing Amount After Three Years.
                        (Note 7)
                  (dd)  Endorsement for Contracts issued in connection with
                        tax-qualified pension plans. (Note 7)
                  (ee)  Appreciable Plus Rider
                        (i)   for use in New Jersey. (Note 7)
                        (ii)  for use in New York. (Note 7)
                  (ff)  Living Needs Benefit Rider for use in New Jersey. (Note
                        2)
                  (gg)  Living Needs Benefit Rider for use in New York. (Note 2)

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

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

      4.    None.

      5.    Not Applicable.

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


                                      II-3
<PAGE>

      7.    Powers of Attorney.

   
            (a)   William M. Bethke, Ira J. Kleinman, Esther H. Milnes, I.
                  Edward Price (Note 4)
            (b)   James J. Avery, Jr. (Note 6) 
            (c)   Dennis G. Sullivan (Note 8)
    
       

(Note 1)    Filed herewith.
(Note 2)    Incorporated by reference to Post-Effective Amendment No. 24 to Form
            S-6, Registration No. 2-81243, filed April 29, 1997 on behalf of the
            Pruco Life of New Jersey Variable Insurance Account.
(Note 3)    Incorporated by reference to Form 10-Q, Registration No. 333-18053,
            filed August 15, 1997 on behalf of the Pruco Life Insurance Company
            of New Jersey.
(Note 4)    Incorporated by reference to Form N-4, Registration No. 333-18117,
            filed December 18, 1996 on behalf of the Pruco Life of New Jersey
            Flexible Premium Variable Annuity Account.
(Note 5)    Incorporated by reference to Post-Effective Amendment No. 25 to this
            Registration Statement filed April 25, 1996.
(Note 6)    Incorporated by reference to Post-Effective Amendment No. 10 to Form
            S-1, Registration No. 33-20018, filed April 9, 1998 on behalf of the
            Pruco Life of New Jersey Variable Contract Real Property Account.
(Note 7)    Incorporated by reference to Post-Effective Amendment No. 26 to this
            Registration Statement, filed April 28, 1997.
   
(Note 8)    Incorporated by reference to Post-Effective Amendment No. 12 for
            Form S-1, Registration No. 33-20018, filed on April 19, 1999 on
            behalf of the Pruco Life of New Jersey Variable Contract Real
            Property 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 this
Amendment is filed solely for one or more of the purposes specified in Rule
485(b)(1) under the Securities Act of 1933 and that no material event requiring
disclosure in the prospectus, other than one listed in Rule 485(b)(1), has
occurred since the effective date of the most recent Post-Effective Amendment to
the Registration Statement which included a prospectus and has caused this
Registration Statement to be signed on its behalf by the undersigned thereunto
duly authorized and its seal hereunto affixed and attested, all in the city of
Newark and the State of New Jersey, on this 23th day April, 1999.
    

(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. 28 to the Registration Statement has been signed below by the
following persons in the capacities indicated on this 23th day of April, 1999.
    

                               SIGNATURE AND TITLE

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

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

/s/ *
- -------------------------------------------
James J. Avery, Jr.
Director

/s/ *                                           *By: /s/ Thomas C. Castano
- -------------------------------------------          ---------------------
William M. Bethke                                    Thomas C. Castano    
Director                                             (Attorney-in-Fact)   

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

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


                                      II-5


<PAGE>


                       CONSENT OF INDEPENDENT ACCOUNTANTS


We hereby consent to the use in the Prospectus constituting part of this
Post-Effective Amendment No. 28 to the registration statement on Form S-6 (the
"Registration Statement") of our report dated March 19, 1999, relating to the
financial statements of the Pruco Life of New Jersey Variable Appreciable
Account, which appears in such Prospectus.

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

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



PricewaterhouseCoopers LLP

New York, New York
April 23, 1999


                                      II-6

<PAGE>


   
                                  EXHIBIT INDEX

         Consent of PricewaterhouseCoopers LLP, independent
         accountants.                                                  Page II-6

1.A.(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 pursuant to Rule
         6e-2(b)(13)(v)(B).                                            Page II-8

      3. Opinion and Consent of Clifford E. Kirsch, Esq., as to the
         legality of the securities being registered.                 Page II-21

      6. Opinion and Consent of Pam Schiz, FSA, MAAA, as to actuarial
         matters pertaining to the securities being registered.       Page II-22

    
                                 II-7



                                  Exhibit A(12)

  Description of Pruco Life of New Jersey's Issuance, Transfer and redemption
    procedures for Variable Appreciable Life Insurance Contracts pursuant to
                              Rule 6e-2(b)(l2)(ii)

                                       and

 Method of Computing Adjustments in payments and Cash surrender values Upon 
    conversion to Fixed Benefit policies pursuant to Rule 6e-2(b)(l3)(v)(B)

This document sets forth the administrative procedures that will be followed by
Pruco Life Insurance Company of New Jersey ("Pruco Life of New Jersey") in
connection with the issuance of its Variable Appreciable Life Insurance Contract
("Contract"), the transfer of assets held thereunder, and the redemption by
contract owners of their interests in said contracts. The document also explains
the method that Pruco Life of New Jersey will follow in making a cash adjustment
when a Contract is exchanged for a fixed benefit insurance policy pursuant to
Rule 6e-2(b) (13) (v) (B).

I.   Procedures Relating to Issuance and Purchase of the Contracts
     -------------------------------------------------------------

         A.   Premiums Schedules and Underwriting Standards
              ---------------------------------------------

         Premiums for the contract will not be the same for all owners.
         Insurance is based on the principle of pooling and distribution of
         mortality risks, which assumes that each owner pays a premium
         commensurate with the Insured's mortality risk as actuarially
         determined utilizing factors. such as age, sex, health and occupation.
         A uniform premium for all Insureds would discriminate unfairly in favor
         of those Insureds representing greater risks. However, for a given face
         amount of insurance, contracts issued on insureds of the same age and
         sex who are non-smokers will have the same scheduled premium. Contracts
         issued on insureds who smoke, or who for reasons of health, occupation
         or avocation present higher risks, will have a correspondingly higher
         scheduled premium.

         The underwriting standards and premium processing practices followed by
         Pruco Life of New Jersey are similar to those followed in connection
         with the offer and sale of fixed-benefit life insurance, modified where
         necessary to meet the requirements of the federal securities laws. The
         prospectus specifies scheduled premiums for illustrative ages. In
         addition, the scheduled premiums to be paid by each owner will be
         specified in his or her Contract. If they are paid on time, Pruco Life
         of New Jersey guarantees to keep the Contract in force and to provide
         at least the guaranteed minimum death benefit (i.e., the face amount
         specified in each contract), regardless of investment performance,
         unless there is an outstanding contract debt or the guaranteed amount
         has been changed or affected because of some action taken by the owner,
         pursuant to the Contract, such as a partial withdrawal or surrender.
         The owner will have the option of paying more than the

                                      II-8
<PAGE>

         scheduled premiums, thereby increasing Contract values beyond what they
         would be if only the scheduled premiums were paid. If favorable
         investment experience, less-than-maximum mortality charges by Pruco
         Life of New Jersey, or higher-than-scheduled premiums paid in the past
         have produced greater-than-tabular values in the Contract, the owner
         will have the further option of paying less-than-scheduled premiums and
         still keeping the Contract in force. But unless the owner has paid
         premiums which, accumulated at 4% interest are at least equal to
         scheduled premiums accumulated at the same rate, there is a risk that
         future unfavorable investment performance will cause the contract to go
         into default.

         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 for the additional processing costs (reflected in a charge of $2
         per payment) and for the loss of interest incurred because premiums are
         paid throughout rather than at the beginning of each contract year.

B.   Application and Initial Premium Processing
     ------------------------------------------

         Upon receipt of a completed application form from a prospective owner,
         Pruco Life of New Jersey will follow certain insurance underwriting
         (i.e., evaluation of risk) procedures designed to determine whether the
         proposed Insured is insurable. In the majority of cases this will
         involve only evaluation of the answers to the questions on the
         application and will not include a medical examination. In other cases,
         the process may involve such verification procedures as medical
         examinations and may require that further information be provided by
         the proposed Insured before a determination can be made. A contract
         cannot be issued, i.e., physically issued through Pruco Life of New
         Jersey's computerized issue system, until this underwriting procedure
         has been completed.

         These processing procedures are designed to provide immediate benefits
         to every prospective owner who pays the initial scheduled premium at
         the time the application is submitted, without diluting any benefit
         payable to any existing owner. Although a Contract cannot be issued
         until after the underwriting process has been completed, such a
         proposed Insured will receive immediate insurance coverage for the face
         amount of the Contract, if he or she proves to be insurable and the
         owner has paid `the first scheduled premium.

         The Contract Date marks the date on which benefits begin to vary in
         accordance with the investment performance of the selected investment
         option(s). It is also the date as of which the insurance age of the
         proposed Insured is determined. It represents the first day of the
         Contract year and therefore determines the Contract anniversary and
         also the Monthly Dates. It also represents the commencement of the
         suicide and contestable periods for purposes of the Contract.

         If the initial scheduled premium is paid with the application and no
         medical examination

                                      II-9
<PAGE>

         is required (so that Part 2 of the application is not completed) the
         Contract Date will ordinarily be the date of the application. If an
         unusual delay is encountered (for example,if a request for further
         information is not met promptly), the Contract Date will be 21 days
         prior to the date on which the Contract is physically issued. If a
         medical examination is required, the Contract Date will ordinarily be
         the date on which Part 2 of the application (the medical report) is
         completed, subject to the same qualification as that noted above.

         If the first scheduled premium is not paid with the application, the
         Contract Date will be the Contract Date stated in the Contract, which
         will generally be about 3 days after the date of physical issue (to
         permit time for delivery), provided the Owner pays the necessary
         scheduled premium.

         There are two principal variations from the foregoing procedure. First,
         if the owner wishes permanent insurance protection and variability of
         benefits to commence at a future date, he or she can designate that
         date and purchase term insurance in a fixed amount for the intervening
         period. The maximum length of initial term insurance available varies
         from state to state.

         Second, if permitted by the insurance laws of the state in who the
         Contract is issued, the Contract may be back dated up to six months,
         provided that all past due scheduled premiums are paid and that the
         backdating results in a lower insurance age for the Insured. Pruco Life
         of New Jersey will require the payment of all scheduled premiums that
         would have been due had the application date coincided with the
         backdated Contract Date. The values under the Contract and the
         amount(s) deposited into the selected investment option(s) will be
         calculated upon the assumptions that the Contract had been issued on
         the Contract Date and all scheduled premiums had been received on their
         due dates. If the initial premium paid is in excess of the aggregate of
         the scheduled premiums due since the Contract Date, the excess (after
         the front-end deductions) will be credited to the Contract and placed
         in the selected investment option(s) on the date of receipt.

         Pruco Life of New Jersey will transfer the appropriate amounts to the
         selected investment option(s) on the date the Contract is approved
         unless, as noted above, the owner selects a period of preliminary term
         insurance in which case the invested portion of the first scheduled
         premium will be transferred to the selected investment option(s) on the
         Contract Date. The variable benefits under all Contracts will be
         calculated on the assumption that the invested portion of the first
         scheduled premium was transferred to the Selected investment option(s)
         on the Contract Date. Any portion of the first premium payment in
         excess of the first scheduled premium will be credited (after deduction
         of up to 7-1/2% thereof) as of the date of receipt. If the first
         premium is received before the Contract Date, the entire invested
         portion will be credited as of the Contract Date.

C.   Premium Processing
     ------------------

         Whenever a premium after the first is received, unless the Contract is
         in default past its
                                     II-10

<PAGE>

         days of grace, Pruco Life of New Jersey will subtract $2 and up to
         7-1/2% of the rest of the premium. What is left will be invested in the
         selected investment option(s) on the date received (or, if that is not
         a business day, on the next business day). There is an exception if the
         Contract is in default within its days of grace. Then to the extent
         necessary to end the default, premiums will be credited as of the date
         of the default or the Monthly Date after default, and premiums greater
         than this amount will be credited when received. The Contract provides
         a grace period of 61 days from the date Pruco Life of New Jersey mails
         the Contract owner a notice of default. As an administrative practice,
         Pruco Life of New Jersey extends the grace period by seven days to
         minimize manual processing required when premium payments are processed
         shortly after the 61st day.

D.   Reinstatement
     -------------

         The Contract may be reinstated within three years after default (this
         period will be longer if required by state law) unless the Contract has
         been surrendered for its cash surrender value. A Contract will be
         reinstated upon receipt by Pruco Life of New Jersey of a written
         application for reinstatement, production of evidence of insurability
         satisfactory to Pruco Life of New Jersey and payment of at least the
         amount required to bring the premium account up to zero on the first
         Monthly date on which a scheduled premium is due after the date of
         reinstatement. The premium account is the sum of the premiums paid,
         with interest at 4%, less the sum of the scheduled premiums due, with
         interest at the same rate. It is a measure of whether, on a
         time-weighted basis, the owner has paid enough premiums to keep the
         Contract with its minimum death benefit guarantee in effect. The
         Contract cannot go into default if the premium account is above zero.

         Pruco Life of New Jersey will treat the amount paid upon reinstatement
         as a premium. It will deduct $2, plus up to 7-1/2% of the remaining
         payment, plus any charges with interest for any extra benefits, plus
         any expense charges with interest. The Contract Fund of the reinstated
         Contract will, immediately upon reinstatement, be equal to this net
         premium payment, plus the cash surrender value of the Contract
         immediately before reinstatement, plus a refund of that part of the
         deferred sales and administrative charges which would be charged if the
         Contract were surrendered immediately after reinstatement. This last
         addition to the Contract Fund is designed to avoid duplicative
         surrender charges. The original Contract Date still controls for
         purposes of calculating any contingent deferred sales and
         administrative charges.

         The reinstatement will take effect as of the date the required proof of
         insurability and payment of the reinstatement amount have been received
         by Pruco Life of New Jersey at its Service Office.

         There is an alternative to this reinstatement procedure that applies
         only if reinstatement is requested within a 30-day period following the
         end of the 61-day grace period. In such a case evidence of insurability
         will not be required and the amount of the required payment will be the
         lesser of the unpaid scheduled premiums and the amount necessary to
         make the Contract Fund equal to the tabular Contract Fund on the third
         Monthly Date following

                                     II-11

<PAGE>

         the date on which the Contract went into default.

E.   Repayment of Loan
     -----------------

         A loan made under the Contract may be repaid with an amount equal to
         the monies borrowed plus interest which accrues daily, either at a
         fixed annual rate of 5-1/2% (6% for Contracts issued to Texas
         residents) or, if a Contract Owner has elected to have a variable loan
         interest rate applicable to loans made under the Contract, at the
         variable loan interest rate then applicable to the loan.

         When a loan is made, Pruco Life of New Jersey will transfer an amount
         equal to the Contract debt from the investment option(s). Under the
         fixed-rate contract loan provision, the amount of Contract Fund
         attributable to the outstanding Contract loan will be credited with
         interest at an annual rate of 4%, and Pruco Life of New Jersey thus
         will realize the difference between that rate and the fixed loan
         interest rate, which will be used to cover the loan investment
         expenses, income taxes, if any, and processing costs. If an owner so
         desires, and if Pruco Life of New Jersey has received any required
         approvals from the state or other jurisdiction in which the Contract is
         to be issued, the Owner may elect, when the Contract is issued, to have
         a variable loan interest rate apply to the Contract loans, if any, that
         he or she may make. If this election is made:

                  1. Interest on the loan will accrue daily at an annual rate
                  Pruco Life of New Jersey determines at the start of each
                  Contract year (instead of at a fixed rate). This interest rate
                  will not exceed the greatest of (1) the "Published Monthly
                  Average" for the calendar month ending two months before the
                  calendar month of the Contract anniversary; (2) 5%; or (3) 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 delivered.

                  2. While a loan is outstanding, the amount of the Contract
                  Fund attributable to the outstanding Contract loan will be
                  credited with interest at a rate which is less than the loan
                  interest rate for the Contract year by no more than 1 1/2%
                  (instead of 4%). 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.

         Upon repayment of Contract debt, the payment will be added to the
         investment option(s) and allocated among the investment option(s) in
         proportion to the amounts in each investment option attributable to the
         Contract as of the date of repayment.

II.   Transfers
      ---------
         The Pruco Life of New Jersey Variable Appreciable Account ("Account")
         currently has seven subaccounts, each of which is invested in shares of
         a corresponding portfolio of the

                                     II-12

<PAGE>



         Pruco Life Series Fund, Inc. ("Fund"), which is registered under the
         1940 Act as an open-end diversified management investment company. In
         addition, a fixed-rate option and Real Property Account are available
         for investment by Contract Owners. Provided the Contract is not in
         default or is in force as variable reduced paid-up insurance, 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 without charge. All or a portion of the amount
         credited to a subaccount may be transferred.

         In addition, the entire amount of the Contract Fund may be transferred
         to the fixed-rate option at any time during the first two 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 amount subaccounts will take effect on the day a proper
         written request or authorized telephone request is received at a Pruco
         Life of New Jersey Service Office. The request may be in terms of
         dollars such as a request to transfer $10,000 from one account 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.

         Transfers from the fixed-rate option to other investment options are
         currently permitted once each Contract year and only during the
         thirty-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) $1,000. The maximum amount which may currently be
         transferred out of the Real Property Account each year is the greater
         of: (a) 50% of the amount in the Real Property Account, or (b) $10,000.
         Such transfer requests received prior to the Contract anniversary will
         be effected on the Contract anniversary. Transfer requests received
         within the thirty-day period beginning on the Contract anniversary will
         be effected as of the end of the business day on which the request is
         received. These limits are subject to change in the future.

III.   "Redemption" Procedures: Surrender and Related Transactions
       -----------------------------------------------------------

         A.   Surrender for Cash Surrender Value
              ----------------------------------

         If the insured party under a Contract is alive, Pruco Life of New
         Jersey will pay, within seven days, the Contract's net cash value as of
         the date of receipt at its Service Office of the Contract and a signed
         request for surrender. The Contract's net cash value (i.e., its cash
         surrender value) is computed as follows:

         1. If the Contract is not in default: The net cash value or cash
         surrender value at any time in the first ten Contract years is the
         Contract Fund, minus a surrender charge, consisting of a deferred sales
         charge and a deferred administrative charge, minus contract debt. The

                                     II-13

<PAGE>



         net cash value on surrender at the end of the 10th Contract year or
         later is the Contract Fund minus Contract debt.

         In no event will the deferred sales charge upon the surrender be
         greater than 25% of scheduled premiums due in Contract year 1, plus 5%
         of the scheduled premiums due in Contract years 2 through 5. For the
         purpose of computing this limit Pruco Life of New Jersey uses the
         lesser of premiums due and premiums paid. For this purpose scheduled
         premium means what an insured in the non-smoker rating class would pay
         if the Contract had no extra benefits. The maximum deferred sales
         charge in Contract years 6 through 10 is the maximum charge at the end
         of the fifth Contract year, reduced for persistency as explained in the
         prospectus and each Contract. The deferred administrative charge is $5
         per $1000 of face amount for surrenders in Contract years 1 through 5;
         this charge is reduced by 1/60 for each completed month since the fifth
         Contract anniversary. After ten full Contract years the deferred sales
         charge and the deferred administrative charge are zero. The deferred
         administrative charge is designed to recover, as far as possible, the
         administrative expenses, such as underwriting expenses, incurred in
         connection with issuance of a Contract. As a result, in the early
         months after issue, there may be no net cash value if only scheduled
         premiums are paid.

         For a paid-up Contract that includes extra benefits, the cash surrender
         value is the amount described above, plus the cash value of any extra
         benefits, which are paid from the general account.

         2. If the Contract is in default during its days of grace, Pruco Life
         of New Jersey will compute the net cash value as of the date the
         Contract went into default. It will adjust this value for any loan the
         owner took out or paid back or premium payments or withdrawals made in
         the days of grace.

         3. If the Contract is in default beyond its days of grace, the net cash
         value as of any date will be either the value on the date of any
         extended insurance benefit then in force, or the value on that date of
         any variable reduced paid-up insurance benefit then in force, less any
         Contract debt.

         In lieu of the payment of the net cash value in a single sum upon
         surrender of a Contract, an election may be made by the owner to apply
         all or a portion of the proceeds under one of the fixed benefit
         settlement options described in the Contract or, with the approval of
         Pruco Life of New Jersey, a combination of options. An option is
         available only if the proceeds to be applied are $1,000 or more or
         would result in periodic payments of at least $20.00. The fixed benefit
         settlement options are subject to the restrictions and limitations set
         forth in the Contract.

         B.   Partial Surrenders and Withdrawal of Excess Cash Surrender Value
              ----------------------------------------------------------------

         An owner may surrender a Contract in part. Partial surrender involves
         splitting the Contract into two Contracts. One is surrendered for its
         cash surrender value; the other is

                                     II-14

<PAGE>

         continued in force on the same terms as the original Contract except
         that future scheduled premiums are reduced based upon the continued
         Contract's face amount and all values under the Contract are
         proportionately reduced based upon the reduction in the face amount of
         insurance. The Contract continued must have a face amount of insurance
         of at least $50,000. 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. First, the amount withdrawn,
         plus the net cash value after withdrawal, may not be more than the net
         cash value before withdrawal. Second, the Contract Fund after
         withdrawal must not be less than the amount that will grow to the
         tabular Contract Fund as of the next Monthly Date, assuming no premium
         payments, no withdrawals, no loan or repayments of loan, a net
         investment return in the investment options equal to the assumed rate
         of return of 4%, and the deduction of all Contract charges. Third, the
         amount withdrawn must be at least $500 under a Form B Contract and at
         least $2000 under a Form A 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.

         Whenever a partial withdrawal is made, the death benefit payable will
         immediately be reduced by the amount of the withdrawal. This will not
         change the guaranteed minimum amount of insurance under a Form a
         Contract (i.e., the face amount) nor the amount of the scheduled
         premium that will be payable thereafter on such a Contract. Under a
         Form A Contract, however, the reduction in death benefit also means the
         same reduction in face amount. No partial withdrawal will be permitted
         under a Form A Contract if it would result in a new face amount of less
         than $50,000. Furthermore, any applicable backload payable upon future
         lapse or surrender (i.e., any applicable deferred administrative and
         sales charges) is reduced in proportion to the reduction in face
         amount. The Contract Fund is reduced by the sum of the cash withdrawn
         and the reduction in the backload. An amount equal to the reduction in
         the Contract Fund will be withdrawn from the investment options. 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.

         C.   Death Claims
              ------------
         Pruco Life of New Jersey will pay a death benefit to the beneficiary
         within seven days after receipt at its Service Office of due proof of
         death of the Insured, and all other requirements necessary to make
         payment. (*1)The following describes the death benefit if the Contract
         is not in default past its days of grace.

         (*1) State Insurance laws impose various requirements, such as receipt
         of a tax waiver, before payment of the death benefit may be made. In
         addition, payment of the death benefit is subject to the provisions of
         the Contract regarding suicide and incontestability. In the event Pruco
         Life of New Jersey should contest the validity of a death claim, an
         amount up to the Contract's investment base will be withdrawn, if
         appropriate, from the

                                     II-15

<PAGE>



         Account and/or the Real Property Account and held in Pruco Life of New
         Jersey's general account.

         The death benefit under a Form A Contract is the face amount less
         Contract debt. The death benefit under a Form B Contract is the face
         amount, plus any excess of the Contract Fund over the tabular Contract
         Fund, less any contract debt. There may be an additional amount payable
         from an extra benefit added to the Contract by rider. Tabular Contract
         Funds on Contract anniversaries are shown in the contract data pages.
         Tabular Contract Funds at other times can be obtained by interpolation.

         If the Contract Fund less the present value of all future charges for
         any extra benefits of either a Form A or a Form B Contract grows to
         exceed the net single premium at the insured's attained age for the
         death benefit described above, the death benefit will be the Contract
         Fund, divided by such net single premium. The death benefit will be
         adjusted for any Contract debt and any extra benefits.

         The proceeds payable on death also will include interest (at a rate
         determined by Pruco Life of New Jersey from time to time) from the date
         that the death benefit is computed (the date of death) until the date
         of payment.

         Pruco Life of New Jersey will make payment of the death benefit out of
         its general account, and will transfer assets, if appropriate, from the
         Account and/or the Real Property Account to the general account in an
         amount up to the Contract Fund.

         In lieu of payment of the death benefit in a single sum, an -election
         may be made to apply all or a portion of the proceeds under one of the
         fixed benefit settlement options described in the Contract or, with the
         approval of Pruco Life of New Jersey, a combination of options. The
         election may be made by the owner during the Insured's lifetime, or, at
         death, by the beneficiary. An option in effect at death may not be
         changed to another form of benefit after death. An option is available
         only if the proceeds to be applied are $1,000 or more or would result
         in periodic payments of at least $20.00. The fixed benefit settlement
         options are subject to the restrictions and limitations set forth in
         the Contract.

         D.   Default and Options on Lapse
              ----------------------------

         The Contract is in default on any Monthly Date on which the premium
         account is less than zero and the Contract Fund is less than an amount
         which will grow at the assumed net rate of return to the tabular
         Contract Fund applicable on the next Monthly Date. Monthly Dates occur
         on the Contract Date and in each later month on the same day in the
         month as the Contract Date. The Contract provides for a 61-day grace
         period, commencing with the mailing-date of the notice of default, in
         which to remedy the default. The insurance coverage continues in force
         during the grace period, but if the Insured dies during the grace
         period, any charges due during the grace period are deducted from the
         amount payable to the beneficiary. Except for Contracts issued on
         certain insureds in high risk rating classes, a lapsed Contract will
         provide extended term

                                     II-16

<PAGE>



         insurance at expiration of the grace period. The death benefit of the
         extended term insurance is equal to the death benefit of the Contract
         (excluding riders) as of the date of default, less any Contract debt.
         The extended term insurance will continue for a length of time that
         depends on the net cash value on the date of default, the amount of
         insurance, and the age and sex of the insured. However, extended term
         insurance may be exchanged, if the Contract Owner so elects, for
         variable reduced paid-up insurance within three months of the date of
         default. The face amount of the variable reduced paid-up insurance will
         depend on the net cash value on the date of default, and the age and
         sex of the insured.

         Contracts issued on the above-mentioned high risk insureds will be
         converted to variable reduced paid-up whole-life insurance at
         expiration of the grace period.

         E.   Loans
              -----
         The Contract provides that an owner, if the Contract is not in default
         beyond the grace period(*2), may take out a loan at any time a loan
         value is available. The owner may borrow money on completion of a form
         satisfactory to Pruco Life of New Jersey. The Contract is the only
         security for the loan. Disbursement of the amount of the loan will be
         made within seven days of receipt of the form at Pruco Life of New
         Jersey's Service Office. The investment options will be debited in the
         amount of the loan on the day the form is received. The percentage of
         the loan withdrawn from each investment option will be equal to the
         percentage of the value of such assets held in the investment option.
         An owner may borrow up to the Contract's full loan value. During the
         first contract year, the loan value is zero. After the first Contract
         year, the loan value is 90% of an amount equal to the Contract Fund
         reduced by any charges due upon surrender. The loan provisions have
         previously been described. See pp. 9-10.

         (*2) The Contract also provides for a loan value if the Contract is in
         effect under the Contract value option for variable reduced paid-up
         insurance, but not if it is in effect as extended term insurance.

         A loan does not affect the amount of scheduled premiums due. When a
         loan is made, the ContractFfund is not reduced but the value of the
         assets relating to the Contract held in the investment option(s) is
         reduced. Accordingly, the daily changes in the net cash value will be
         different from what they would have been had no loan been taken. Cash
         surrender values (and the death benefit under -a Form a Contract) are
         thus permanently affected by any Contract debt, whether or not repaid.
         The guaranteed minimum death benefit is not affected by Contract debt
         if premiums are duly paid. However, on settlement the amount of any
         Contract - debt is subtracted from the insurance proceeds. If Contract.
         debt ever becomes equal to or more -than what the net cash value would
         be if there were no Contract debt, all the Contract's benefits will end
         61 days after notice is mailed to the owner and any known assignee,
         unless repayment of an amount sufficient to end the default is made
         within that period.

                                     II-17

<PAGE>



         F.   Key Employee Rider
              ------------------

         Many life insurance companies offer fixed-benefit "person" insurance
         policies. Those policies enable an employer to purchase life insurance
         payable to the employer upon the death of an important or "key"
         employee whose death would constitute a financial disadvantage to the
         employer. Such policies often permit the owner the right to change the
         person insured under the policy, aright often exercised when the
         original insured terminates his or her employment with the company and
         is replaced by another person.

         If permitted by the insurance laws of the state in which the Contract
         is issued, a rider to the Contract is available, referred to herein as
         the "key person" rider, that allows the owner the option to continue
         the Contract in force on the life of a different insured, subject to
         certain conditions. This rider is primarily offered to corporate and
         non-corporate employers who own or may purchase a Contract issued on
         the life of a key employee. The rider may be included at the time the
         original contract is issued or added after issue. If the Contract
         includes this rider, the owner will be able to continue the Contract in
         force on the life of a different key employee. Thus, the rider provides
         employers with a way to purchase the Contract on the life of a key
         employee that may continue in force in an appropriately modified form
         on the life of a new employee when the original insured leaves the
         owner's employment. The revised Contract will have a new scheduled
         premium and certain other revised specifications, which will be set
         forth in a new Contract document. An Owner's exercise of the option
         provided by the key person rider could be viewed as an exchange of the
         existing Contract for a new contract. The Contract prior to the owner's
         exercise of the option to change insureds will be referred to as the
         "original Contract". The Contract in force after the exchange is
         effected will be referred to as the "new Contract."

         An owner's exercise of the right granted-by the key person rider is
         subject to several conditions. These conditions include but are not
         limited to thefollowing: (i) the new insured must have been alive as of
         the original Contract Date (i.e., the date the Contract was issued) and
         must be less than 70 years old as of the date of the proposed change of
         insureds; (ii) the new insured must satisfy Pruco Life of New Jersey's
         underwriting requirements; (iii) the owner of the new Contract must
         remain the same as the owner of the original Contract and that owner
         must have an insurable interest in the new insured's life; and (iv)
         Pruco Life of New Jersey must not be waiving any premiums under the
         Contract pursuant to a rider that waives premiums in the event of
         disability.

         The specifications of the new Contract will be determined as follows.
         The Contract Date will remain the same as that of the original
         Contract. The face amount of the new Contract will generally be the
         amount requested by the owner in the application to effect the change
         of insureds, except that it cannot be more than the face amount of the
         original Contract. The Contract Fund of the original Contract will
         become the initial Contract Fund of the new Contract. The scheduled
         premium for the new Contract will be based on Pruco Life of New
         Jersey's rates in force on the date of the change for the new insured's
         rating class. The old Contract's premium account will become the
         premium account of

                                     II-18

<PAGE>



         the new Contract. If the Contract Fund and premium account are such
         that the new Contract would be in default on the date that the new
         Contract is to go in effect, Pruco Life of New Jersey will require
         payment of a premium sufficient to bring the Contract out of default.
         If the original Contract has Contract debt due to an outstanding loan,
         the Contract debt may be transferred to the new Contract unless that
         debt would exceed the new Contract's loan value, in which case the
         excess Contract debt must be paid off.

         Upon the exchange of the original Contract for the new Contract,
         neither the contingent deferred sales charge nor the contingent
         deferred administrative charge is assessed. If the new Contract is
         subsequently surrendered, however, the Contract's cash surrender value
         will be determined by using the greater of the surrender charges that
         would apply under the original or the new Contract. Thus, with respect
         to the contingent deferred administrative charge, the amount of this
         charge upon surrender of the new Contract will be determined on the
         basis of the face amount of the original Contract since the face amount
         cannot be increased upon exercise of the right to change insureds. The
         original Contract Date, however, will govern for purposes of
         determining whether this charge will be reduced or eliminated for
         persistency. With respect to the contingent deferred sales load, the
         amount of this charge can be increased following exercise of the option
         granted by the key person rider because the scheduled premiums on the
         new Contract can be higher than the scheduled premiums on the original
         Contract due to the replacement of the original insured with an insured
         of an older issue age. If this is so, the contingent deferred sales
         load will be calculated as if the Contract had originally been issued
         on the life of the new insured. Thus, in that event, the deferred sales
         charge will be 25% of the first year's scheduled premium (calculated as
         if the Contract had originally been issued on the new insured) and 5%
         of the scheduled premiums (calculated as if the Contract had originally
         been issued on the new insured) for the second through fifth Contract
         years due on or before the date of surrender or lapse, and these
         percentages will be applied only to premiums actually paid, whether
         timely or not, prior to surrender or lapse. The original Contract Date
         will control for purposes of calculating the reduction in the
         contingent deferred sales charge for persistency.

         IV.    Cash Adjustment Upon Exchange of Contract
                -----------------------------------------

         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. Any
         outstanding Contract debt must be repaid.

         If the Contract Fund of the old Contract is at or above the tabular
         Contract Fund, the Contract Fund of the new policy will be the same as
         that of the old one. If the Contract Fund of the old contract is less
         than the tabular Contract Fund, the difference must be

                                     II-19

<PAGE>


         paid in cash at the time of the exchange. Then the Contract Fund of the
         new policy will be the tabular Contract Fund.

         At the time of the exchange, Pruco Life of New Jersey will transfer
         assets, if appropriate, from the Account and/or the Real Property
         Account to the general account in an amount up to the applicable
         reserve.


                                     II-20




                                                                       Exhibit 3

                                                                  April 23, 1999


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
Statements 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,


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

                                     II-21



                                                                       Exhibit 6


                                                                  April 23, 1999



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. 28 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,


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


                                     II-22



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