PRUCO LIFE OF NEW JERSEY VARIABLE APPRECIABLE ACCOUNT
S-6/A, 1999-11-03
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AS FILED WITH THE SEC ON____________.                 REGISTRATION NO. 333-85117


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------


                        PRE-EFFECTIVE AMENDMENT NO. 1 TO


                                    FORM S-6

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

                                   ----------

                            PRUCO LIFE 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) 286-7754
          (Address and telephone number of principal executive offices)


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

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


Variable Universal Life Insurance Contracts--The Registrant hereby elects to
register an indefinite amount of securities pursuant to Rule 24f-2 under the
Investment Company Act of 1940.


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




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




<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 and Regulatory Proceedings

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


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

        12.                       Cover Page; Introduction and Summary; The
                                  Funds; Sale of the Contract and Sales
                                  Commissions


        13.                       Introduction and Summary; The Funds; Charges
                                  and Expenses; Premiums; Allocation of
                                  Premiums; Sale of the Contract and Sales
                                  Commissions


        14.                       Introduction and Summary; Detailed Information
                                  for Prospective Contract Owners

        15.                       Introduction and Summary; Premiums; Allocation
                                  of Premiums; Transfers; Dollar Cost Averaging;
                                  Auto-Rebalancing

        16.                       Introduction and Summary; Detailed Information
                                  for Contract Owners


<PAGE>


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

        17.                       When Proceeds are Paid

        18.                       Pruco Life of New Jersey Variable Appreciable
                                  Account

        19.                       Reports to Contract Owners

        20.                       Not Applicable

        21.                       Contract Loans

        22.                       Not Applicable

        23.                       Not Applicable

        24.                       Other General Contract Provisions

        25.                       Pruco Life Insurance Company of New Jersey

        26.                       Introduction and Summary; The Funds; Charges
                                  and Expenses

        27.                       Pruco Life Insurance Company of New Jersey;
                                  The Funds

        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 Funds; How a
                                  Contract's Cash Surrender Value Will Vary; How
                                  a Type A (Fixed) Contract's Death Benefit Will
                                  Vary; How a Type B (Variable) Contract's Death
                                  Benefit Will Vary; How a Type C (Return of
                                  Premium) Contract's Death Benefit Will Vary

        45.                       Not Applicable

        46.                       Introduction and Summary; Pruco Life of New
                                  Jersey Variable Appreciable Account; The Funds

        47.                       Pruco Life of New Jersey Variable Appreciable
                                  Account; The Funds

        48.                       Not Applicable

        49.                       Not Applicable

        50.                       Not Applicable

        51.                       Not Applicable

        52.                       Substitution of Fund Shares

        53.                       Tax Treatment of Contract Benefits

        54.                       Not Applicable

        55.                       Not Applicable

        56.                       Not Applicable

        57.                       Not Applicable

        58.                       Not Applicable


        59.                       Financial Statements: Financial Statements
                                  of the PruSelect III Variable Life Subaccounts
                                  of the 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>


                                PRUSELECT(SM) III
                             VARIABLE LIFE INSURANCE

                                   PROSPECTUS


                            Pruco Life of New Jersey
                          Variable Appreciable Account


                                November 10, 1999








                   PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY



<PAGE>



PROSPECTUS
PRUCO LIFE OF NEW JERSEY VARIABLE APPRECIABLE ACCOUNT

                                PRUSELECT(SM) III
                        VARIABLE LIFE INSURANCE CONTRACTS

This prospectus describes certain individual flexible premium variable universal
life insurance contracts, PRUSELECT(SM) III Variable Life Insurance Contracts
(the "Contract"), issued by Pruco Life Insurance Company of New Jersey ("Pruco
Life of New Jersey"), a stock life insurance company. Pruco Life of New Jersey
is an indirect, wholly-owned subsidiary of The Prudential Insurance Company of
America. These Contracts provide individual variable universal life insurance
coverage with flexible premium payments, a variety of investment options, and
three types of death benefit options. These Contracts may be issued with a
Target Term Rider that could have a significant effect on the performance of
your Contract. For the factors to consider when adding a Target Term Rider to
your Contract, see RIDERS, page 15. The Contracts may be owned individually or
by a corporation, trust, association or similar entity. The Contracts are
available on a multiple life basis where the insureds share a common employment
or business relationship. The Contract owner will have all rights and privileges
under the Contract. The Contracts may be used for funding non-qualified
executive deferred compensation or salary continuation plans, retiree medical
benefits, or other purposes.

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


o    Invest in one or more of 15 available subaccounts of the Pruco Life of New
     Jersey Variable Appreciable Account (the "Account"), each of which invests
     in a corresponding portfolio of the Funds indicated below:


              THE PRUDENTIAL SERIES FUND, INC. (THE "SERIES FUND")

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

AIM VARIABLE INSURANCE FUNDS, INC.    AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.
       AIM V.I. Value Fund                  American Century VP Value Fund

     JANUS ASPEN SERIES                     MFS(R) VARIABLE INSURANCE TRUST(SM)
      Growth Portfolio                           Emerging Growth Series

                    T. ROWE PRICE INTERNATIONAL SERIES, INC.
                          International Stock Portfolio

This prospectus describes the Contract generally and the Pruco Life of New
Jersey Variable Appreciable Account. The attached prospectuses for the Funds and
their related statements of additional information describe the investment
objectives and the risks of investing in the Fund portfolios. Pruco Life of New
Jersey may add additional investment options in the future. Please read this
prospectus and keep it for future reference.

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

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

                   PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY
                              213 Washington Street
                          Newark, New Jersey 07102-2992
                            Telephone: (800) 286-7754

PRUSELECT is a service mark of Prudential.


<PAGE>





                               PROSPECTUS CONTENTS
<TABLE>
<CAPTION>
                                                                                                                              PAGE

<S>                                                                                                                            <C>
DEFINITIONS OF SPECIAL TERMS USED IN THIS PROSPECTUS .......................................................................    1

INTRODUCTION AND SUMMARY ...................................................................................................    2
   BRIEF DESCRIPTION OF THE CONTRACT .......................................................................................    2
   CHARGES .................................................................................................................    2
   TYPES OF DEATH BENEFIT ..................................................................................................    5
   LIFE INSURANCE DEFINITIONAL TESTS .......................................................................................    5
   PREMIUM PAYMENTS ........................................................................................................    5
   REFUND ..................................................................................................................    5

GENERAL INFORMATION ABOUT PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY, THE PRUCO LIFE
OF NEW JERSEY VARIABLE APPRECIABLE ACCOUNT, AND THE VARIABLE INVESTMENT OPTIONS
AVAILABLE UNDER THE CONTRACT ...............................................................................................    6
   PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY ..............................................................................    6
   THE PRUCO LIFE OF NEW JERSEY VARIABLE APPRECIABLE ACCOUNT ...............................................................    6
   THE FUNDS ...............................................................................................................    7
   WHICH INVESTMENT OPTION SHOULD BE SELECTED? .............................................................................    9

DETAILED INFORMATION FOR PROSPECTIVE CONTRACT OWNERS .......................................................................   10
   CHARGES AND EXPENSES ....................................................................................................   10
   REQUIREMENTS FOR ISSUANCE OF A CONTRACT .................................................................................   12
   SHORT-TERM CANCELLATION RIGHT OR "FREE-LOOK" ............................................................................   13
   TYPES OF DEATH BENEFIT ..................................................................................................   13
   CHANGING THE TYPE OF DEATH BENEFIT ......................................................................................   14
   RIDERS ..................................................................................................................   15
   PREMIUMS ................................................................................................................   16
   ALLOCATION OF PREMIUMS ..................................................................................................   16
   TRANSFERS ...............................................................................................................   17
   DOLLAR COST AVERAGING ...................................................................................................   17
   AUTO-REBALANCING ........................................................................................................   17
   HOW A CONTRACT'S SURRENDER VALUE WILL VARY ..............................................................................   18
   HOW A TYPE A (FIXED) CONTRACT'S DEATH BENEFIT WILL VARY .................................................................   18
   HOW A TYPE B (VARIABLE) CONTRACT'S DEATH BENEFIT WILL VARY ..............................................................   19
   HOW A TYPE C (RETURN OF PREMIUM) CONTRACT'S DEATH BENEFIT WILL VARY .....................................................   20
   SURRENDER OF A CONTRACT .................................................................................................   21
   WITHDRAWALS .............................................................................................................   21
   LAPSE AND REINSTATEMENT .................................................................................................   22
   INCREASES IN BASIC INSURANCE AMOUNT .....................................................................................   22
   DECREASES IN BASIC INSURANCE AMOUNT .....................................................................................   23
   WHEN PROCEEDS ARE PAID ..................................................................................................   24
   ILLUSTRATIONS OF SURRENDER VALUES, DEATH BENEFITS, AND ACCUMULATED PREMIUMS .............................................   24
   CONTRACT LOANS ..........................................................................................................   26
   SALE OF THE CONTRACT AND SALES COMMISSIONS ..............................................................................   27
   TAX TREATMENT OF CONTRACT BENEFITS ......................................................................................   27
   LEGAL CONSIDERATIONS RELATING TO SEX-DISTINCT PREMIUMS AND BENEFITS .....................................................   29
   EXCHANGE RIGHT ..........................................................................................................   29
   OTHER GENERAL CONTRACT PROVISIONS .......................................................................................   29
   VOTING RIGHTS ...........................................................................................................   30
   SUBSTITUTION OF FUND SHARES .............................................................................................   31
   REPORTS TO CONTRACT OWNERS ..............................................................................................   31
   STATE REGULATION ........................................................................................................   31
   EXPERTS .................................................................................................................   31
   LITIGATION AND REGULATORY PROCEEDINGS ...................................................................................   31
   YEAR 2000 COMPLIANCE ....................................................................................................   34
</TABLE>



<PAGE>



<TABLE>
<S>                                                                                                                            <C>
   ADDITIONAL INFORMATION ..................................................................................................   36
   FINANCIAL STATEMENTS ....................................................................................................   36

DIRECTORS AND OFFICERS .....................................................................................................   37

FINANCIAL STATEMENTS OF THE PRUSELECT III VARIABLE LIFE SUBACCOUNTS OF THE PRUCO LIFE OF
NEW JERSEY VARIABLE APPRECIABLE ACCOUNT ....................................................................................   A1

FINANCIAL STATEMENTS OF PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY .........................................................   B1
</TABLE>





<PAGE>


              DEFINITIONS OF SPECIAL TERMS USED IN THIS PROSPECTUS


ATTAINED AGE -- The insured's age on the Contract date plus the number of years
since then. For any coverage segment effective after the Contract date, the
insured's attained age is the issue age of that segment plus the length of time
since its effective date.

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

CASH VALUE -- The same as the "Contract Fund."

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

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

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

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

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

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

CONTRACT YEAR -- A year that starts on the Contract date or on a Contract
anniversary. For any portion of a Contract representing an increase, "Contract
year" is a year that starts on the effective date of the increase. See INCREASES
IN BASIC INSURANCE AMOUNT, page 22.

COVERAGE SEGMENT -- The basic insurance amount at issue is the first coverage
segment. For each increase in basic insurance amount, a new coverage segment is
created for the amount of the increase. See INCREASES IN BASIC INSURANCE AMOUNT,
page 22.

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


FACE AMOUNT -- The same as the "basic insurance amount." However, if the
Contract is issued with a Target Term Rider, the "basic insurance amount" plus
the rider coverage amount equals the "total face amount."


FUNDS -- Mutual funds with separate portfolios. One or more of the available
Fund portfolios may be chosen as an underlying investment for the Contract.

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

NET CASH VALUE -- The Contract Fund minus any Contract debt.


PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY -- Us, we, our, Pruco Life of New
Jersey. The company offering the Contract.


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


SEGMENT ALLOCATION AMOUNT -- The amount used to determine the charge for sales
expenses. It may also be referred to as the "Target Premium." See CHARGES AND
EXPENSES, page 10.


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

SURRENDER VALUE -- The amount payable to the Contract owner upon surrender of
the Contract. It is equal to the Contract Fund minus any Contract debt plus any
return of sales charges.

TARGET PREMIUM -- The same as "segment allocation amount." See CHARGES AND
EXPENSES, page 10.

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


US, WE, OUR -- Pruco Life Insurance Company of New Jersey.


YOU -- The owner of the Contract.


                                       1
<PAGE>

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

                            INTRODUCTION AND SUMMARY

THIS SUMMARY PROVIDES A BRIEF OVERVIEW OF THE MORE SIGNIFICANT ASPECTS OF THE
CONTRACT. 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.

As you read this prospectus you should keep in mind that this is a life
insurance contract. VARIABLE LIFE INSURANCE has significant investment aspects
and requires you to make investment decisions, and therefore it is also a
"security." Securities that are offered to the public must be registered with
the Securities and Exchange Commission. The prospectus that is a part of the
registration statement must be given to all prospective purchasers.

BRIEF DESCRIPTION OF THE CONTRACT

The Contract is an individual flexible premium variable universal life insurance
contract that is offered by Pruco Life Insurance Company of New Jersey. These
Contracts may be issued with a Target Term Rider that could have a significant
effect on the performance of your Contract. For the factors to consider when
adding a Target Term Rider to your Contract, see RIDERS, page 15. The Contracts
are available on a multiple life basis where the insureds share a common
employment or business relationship. The Contracts may be owned individually or
by a corporation, trust, association or similar entity. The Contract owner will
have all rights and privileges under the Contract. The Contracts may be used for
such purposes as funding non-qualified executive deferred compensation or salary
continuation plans, retiree medical benefits, or other purposes.

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

You may invest premiums in one or more of the 15 available subaccounts. Your
Contract Fund value changes every day depending upon the change in the value of
the particular investment options that you have selected.

Although the value of your Contract Fund will increase if there is favorable
investment performance in the subaccounts you select, there is a risk that
investment performance will be unfavorable and that the value of your Contract
Fund will decrease. The risk will be different, depending upon which investment
options you choose. See WHICH INVESTMENT OPTION SHOULD BE SELECTED?, page 9.

CHARGES

The following chart outlines the components of your Contract Fund and the
adjustments which may be made including the maximum charges which may be
deducted from each premium payment and from the amounts held in the designated
investment options. These charges are largely designed to cover insurance costs
and risks, as well as sales and administrative expenses. The maximum charges
shown in the chart, as well as the current lower charges, are fully described
under CHARGES AND EXPENSES, page 10.


                                       2

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


<PAGE>


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

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

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

               o    less a charge of up to 7.5% of the premiums
                    paid for taxes attributable to premiums. In
                    Oregon this is called a premium based
                    administrative charge.

               o    less a charge for sales expenses of up to 15%
                    of the premiums paid.

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

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

To be invested in one or a combination of 15 investment portfolios of the Funds.
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
                                 CONTRACT FUND

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

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

                        PRUCO LIFE OF NEW JERSEY ADJUSTS
                             THE CONTRACT FUND FOR:

o    Addition of any new invested premium amounts.

o    Addition of any increase due to investment results of the chosen
     subaccounts.

o    Addition of guaranteed interest at an effective annual rate of 4% on the
     amount of any Contract loan. (Separately, interest charged on the loan
     accrues at an effective annual rate of 4.25% or 5%. See CONTRACT LOANS,
     page 26.)

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

o    Subtraction of any amount withdrawn.

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

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

o    Management fees and expenses are deducted from the Fund assets.
     See Underlying Portfolio Expenses, below.


o    We deduct a daily mortality and expense risk charge, equivalent to an
     annual rate of up to 0.5%, from the subaccount assets.
- --------------------------------------------------------------------------------

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

o    We reduce the Contract Fund by a monthly administrative charge of up to $10
     plus $0.05 per $1,000 of the basic insurance amount.

o    We deduct a cost of insurance ("COI") charge.

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

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


                                       3

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


<PAGE>


- --------------------------------------------------------------------------------
                          POSSIBLE ADDITIONAL CHARGES

o    We assess an administrative charge of up to $25 for any withdrawals.

o    We may assess an administrative charge of up to $25 for any change in basic
     insurance amount.


o    We may assess an administrative charge of up to $25 for any change in the
     Target Term Rider coverage amount (see RIDERS, page 15).


o    We assess an administrative charge of up to $25 for each transfer exceeding
     12 in any Contract year.

<TABLE>
<CAPTION>

- -----------------------------------------------------------------------------------------------------------------------------
                                                      UNDERLYING PORTFOLIO EXPENSES
               (THE EXPENSE FIGURES FOR THE JANUS ASPEN SERIES GROWTH PORTFOLIO ARE AFTER FEE WAIVERS OR REDUCTIONS.)
- -----------------------------------------------------------------------------------------------------------------------------

                                                             INVESTMENT                   OTHER               TOTAL EXPENSES
                      PORTFOLIO                             ADVISORY FEE                 EXPENSES
- -----------------------------------------------------------------------------------------------------------------------------

<S>                                                              <C>                       <C>                        <C>
SERIES FUND
       Money Market                                              0.40%                     0.01%                      0.41%
       Diversified Bond                                          0.40%                     0.02%                      0.42%
       Conservative Balanced                                     0.55%                     0.02%                      0.57%
       Flexible Managed                                          0.60%                     0.01%                      0.61%
       High Yield Bond                                           0.55%                     0.03%                      0.58%
       Stock Index                                               0.35%                     0.02%                      0.37%
       Equity Income                                             0.40%                     0.02%                      0.42%
       Equity                                                    0.45%                     0.02%                      0.47%
       Prudential Jennison                                       0.60%                     0.03%                      0.63%
       Global                                                    0.75%                     0.11%                      0.86%
AIM VARIABLE INSURANCE FUNDS, INC.
         AIM V.I. Value Fund                                     0.61%                     0.05%                      0.66%
AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.
         VP Value Portfolio (1)                                  1.00%                     0.00%                      1.00%
JANUS ASPEN SERIES
         Growth Portfolio (2)                                    0.65%                     0.03%                      0.68%
MFS(R)  VARIABLE INSURANCE TRUST(SM)
         Emerging Growth Series                                  0.75%                     0.10%                      0.85%
T. ROWE PRICE INTERNATIONAL SERIES, INC.
       International Stock Portfolio (3)                         1.05%                     0.00%                      1.05%
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.
     Fees are all-inclusive.

(2)  JANUS ASPEN SERIES
     The fees and expenses shown above are based on net expenses of the
     Portfolio after expense offset arrangements for the fiscal year ended
     December 31, 1998. The information for the Portfolio is net of fee waivers
     or reductions from Janus Capital. Fee reductions for the Portfolio reduce
     the management fee to the level of the corresponding Janus retail fund.
     Other waivers, if applicable, are first applied against the management fee
     and then against other expenses. Without such waivers or reductions, the
     management fee, other expenses and total operating expenses for the
     Portfolio would have been 0.72%, 0.03% and 0.75%, respectively. Janus
     Capital may modify or terminate the waivers or reductions at any time upon
     at least 90 days' notice to the Trustees.

(3)  T. ROWE PRICE INTERNATIONAL SERIES, INC.
     The investment management fee includes the ordinary expenses of operating
     the Fund.

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

                                       4

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

<PAGE>


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


TYPES OF DEATH BENEFIT


There are three types of death benefit available. You may choose a Contract with
a Type A (fixed) death benefit under which the cash value varies daily with
investment experience, and the death benefit generally remains at the basic
insurance amount you initially chose. However, the Contract Fund may grow to a
point where the death benefit may increase and vary with investment experience.
If you choose a Contract with a Type B (variable) death benefit, the cash value
and the death benefit both vary with investment experience. If you choose a
Contract with a Type C (return of premium) death benefit, the death benefit is
increased by the amount of premiums paid into the Contract, less withdrawals,
plus interest at a rate between 0% and 8% (in 1/2% increments) chosen by the
Contract owner. For Type A and Type B death benefits, as long as the Contract is
inforce, the death benefit will never be less than the basic insurance amount
shown in your Contract. See TYPES OF DEATH BENEFIT, page 13.


LIFE INSURANCE DEFINITIONAL TESTS

In order to qualify as life insurance for Federal tax purposes, the Contract
must adhere to the definition of life insurance under Section 7702 of the
Internal Revenue Code. At issue, the Contract owner chooses one of the following
definition of life insurance tests: (1) Cash Value Accumulation Test or (2)
Guideline Premium Test. Under the Cash Value Accumulation Test, there is a
minimum death benefit to cash value ratio. Under the Guideline Premium Test,
there is a limit to the amount of premiums that can be paid into the Contract,
as well as a minimum death benefit to cash value ratio. For more information,
see TAX TREATMENT OF CONTRACT BENEFITS, page 27.


PREMIUM PAYMENTS

The Contract is a flexible premium contract - there are no scheduled premiums.
Except for the minimum initial premium, and subject to a minimum of $25 per
subsequent payment, you choose the timing and amount of premium payments. The
Contract will remain inforce if the Contract Fund is greater than zero and more
than any Contract debt. See PREMIUMS, page 15 and LAPSE AND REINSTATEMENT, page
22.

We offer and suggest regular billing of premiums even though you decide when to
make premium payments and, subject to a $25 minimum, in what amounts. You should
discuss your billing options with your Pruco Life of New Jersey representative
when you apply for the Contract. See PREMIUMS, page 15.

REFUND

For a limited time, you may return your Contract for a refund in accordance with
the terms of its "free-look" provision. See SHORT-TERM CANCELLATION RIGHT OR
"FREE-LOOK," page 13.

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

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 THE CONTRACT DESCRIBED IN THIS PROSPECTUS AND YOU SHOULD
CONSULT WITH A QUALIFIED TAX ADVISER.

THIS PROSPECTUS MAY ONLY BE OFFERED IN JURISDICTIONS IN WHICH THE OFFERING IS
LAWFUL. NO PERSON IS AUTHORIZED TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH
THIS OFFERING OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND IN THE
PROSPECTUSES AND STATEMENTS OF ADDITIONAL INFORMATION FOR THE FUNDS.


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


                                       5
<PAGE>



                 GENERAL INFORMATION ABOUT PRUCO LIFE INSURANCE
                  COMPANY OF NEW JERSEY, THE 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",
"we", or "our") is a stock life insurance company, organized in 1982 under the
laws of the State of New Jersey. It is licensed to sell life insurance and
annuities only in the States of New Jersey and New York. These Contracts are not
offered in any state in which the necessary approvals have not yet been
obtained.

Pruco Life of New Jersey is an indirect, wholly-owned subsidiary of The
Prudential Insurance Company of America ("Prudential"), a mutual insurance
company founded in 1875 under the laws of the State of New Jersey. Prudential is
currently considering reorganizing itself into a publicly traded stock company
through a process known as "demutualization." On February 10, 1998, Prudential's
Board of Directors authorized management to take the preliminary steps necessary
to allow Prudential to demutualize. On July 1, 1998, legislation was enacted in
New Jersey that would permit this conversion to occur and that specified the
process for conversion. Demutualization is a complex process involving
development of a plan of reorganization, adoption of a plan by the Prudential'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. Under
New Jersey's demutualization law, a policy would have to be in effect on the
date Prudential's Board of Directors adopted a plan of reorganization in order
to be considered for eligibility. 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
Prudential's subsidiaries, such as the Pruco Life insurance companies, would not
be. It has not yet been determined whether any exceptions to that general rule
will be made with respect to policyholders and contract owners of Prudential's
subsidiaries. This does not constitute a proposal, offer, solicitation or
recommendation regarding any plan of reorganization that may be proposed or a
recommendation regarding the ownership of any stock that could be issued in
connection with any such demutualization.

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 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.


THE PRUCO LIFE OF NEW JERSEY VARIABLE APPRECIABLE ACCOUNT

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

The obligations to Contract owners and beneficiaries arising under the Contracts
are general corporate obligations of Pruco Life of New Jersey. Pruco Life of New
Jersey is also the legal owner of the assets in the Account. Pruco Life of New
Jersey will 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



                                       6
<PAGE>


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 or investment policies or practices of
the Account. For state law purposes, the Account is treated as a part or
division of Pruco Life of New Jersey.

Currently, you may invest in one or a combination of 15 available subaccounts
within the Account, each of which invests in a single corresponding portfolio of
the Funds. Additional subaccounts may be added in the future. The Account's
financial statements begin on page A1.

THE FUNDS

The following is a list of the Funds, the portfolios' investment objectives and
investment advisers:

THE PRUDENTIAL SERIES FUND, INC. (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    CONSERVATIVE BALANCED PORTFOLIO: The investment objective is a total
     investment return consistent with a conservatively managed diversified
     portfolio. The Portfolio invests in a mix of equity securities, debt
     obligations and money market instruments.

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

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

o    STOCK INDEX PORTFOLIO: The investment objective is investment results that
     generally correspond to the performance of publicly-traded common stocks.
     The Portfolio attempts to duplicate the price and yield performance of the
     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    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.


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,


                                       7
<PAGE>


Jennison Associates LLC ("Jennison"), under which Jennison furnishes investment
advisory services in connection with the management of the Prudential Jennison
Portfolio. AIM VARIABLE INSURANCE FUNDS, INC.:

o    AIM V.I. VALUE FUND. Seeks to achieve long-term growth of capital by
     investing primarily in equity securities judged by the fund's investment
     adviser to be undervalued relative to the investment adviser's appraisal of
     the current or projected earnings of the companies issuing the securities,
     or relative to current market values of assets owned by the companies
     issuing the securities or relative to the equity market generally. Income
     is a secondary objective.

A I M Advisors, Inc. ("AIM") is the investment adviser for this fund. The
principal business address for AIM is 11 Greenway Plaza, Suite 100, Houston,
Texas 77046-1173.

AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.:

o    AMERICAN CENTURY VP VALUE FUND. Seeks long-term capital growth with income
     as a secondary objective. The fund seeks to achieve its objective by
     investing primarily in equity securities of well-established companies with
     intermediate-to-large market capitalizations that are believed by
     management to be undervalued at the time of purchase.

American Century Investment Management, Inc. ("ACIM") is the investment adviser
for this fund. ACIM's principal business address is American Century Tower, 4500
Main Street, Kansas City, Missouri 64111. The Principal Underwriter of the fund
is American Century Services, Inc., located at 4500 Main Street, Kansas City,
Missouri 64111.

JANUS ASPEN SERIES:

o    GROWTH PORTFOLIO. Seeks long-term growth of capital in a manner consistent
     with the preservation of capital.

Janus Capital Corporation is the investment adviser and is responsible for the
day-to-day management of the portfolio and other business affairs of the
portfolio. Janus Capital Corporation's principal business address is 100
Fillmore Street, Denver, Colorado 80206-4928.

MFS(R) VARIABLE INSURANCE TRUST(SM):

o    EMERGING GROWTH SERIES. Seeks to provide long-term growth of capital.
     Dividend and interest income from portfolio securities, if any, is
     incidental to the Series' investment objective of long-term growth of
     capital.

Massachusetts Financial Services Company, a Delaware corporation, is the
investment adviser to this MFS Series. The principal business address for the
Massachusetts Financial Services Company is 500 Boylston Street, Boston,
Massachusetts 02116.

T. ROWE PRICE INTERNATIONAL SERIES, INC.:

o    INTERNATIONAL STOCK PORTFOLIO. Long-term growth of capital through
     investments primarily in common stocks of established, non-U.S. companies.

Rowe Price-Fleming International, Inc. is the investment manager for this fund.
The principal business address for Rowe Price-Fleming International, Inc. is 100
East Pratt Street, Baltimore, Maryland 21202.

Further information about Fund portfolios can be found in the attached
prospectuses and their statements of additional information for each Fund.


The investment advisers for the Funds charge a daily investment management fee
as compensation for their services. These fees are described in the table under
DEDUCTIONS FROM PORTFOLIOS in the CHARGES AND EXPENSES section, page 11, and are
more fully described in the prospectus for each Fund.



                                       8
<PAGE>


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 funds. Although neither of the companies that invest in the Funds nor the
Funds currently foresee any such disadvantage, the Board of Directors for each
Fund 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
Funds; or (4) differences between voting instructions given by variable life
insurance and variable annuity contract owners.

Pruco Life of New Jersey may be compensated by an affiliate of each of the Funds
(other than the Prudential Series Fund) based upon an annual percentage of the
average assets held in the Fund by Pruco Life of New Jersey under the Contracts.
These percentages vary by Fund, and reflect administrative and other services
provided by Pruco Life of New Jersey.

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

WHICH INVESTMENT OPTION SHOULD BE SELECTED?

Historically, for investments held over relatively long periods, the investment
performance of common stocks has generally been superior to that of short or
long-term debt securities, even though common stocks have been subject to much
more dramatic changes in value over short periods of time. Accordingly,
portfolios such as the Stock Index, Equity Income, Equity, Prudential Jennison,
Global, AIM V.I. Value Fund, American Century VP Value Fund, Janus Growth, MFS
Emerging Growth Series or T. Rowe Price International Stock may be desirable
options if you are willing to accept such volatility in your Contract values.
Each of these equity portfolios involves different policies and investment
risks.

You may prefer the somewhat greater protection against loss of principal (and
reduced chance of high total return) provided by the Diversified Bond Portfolio.
You may want even greater safety of principal and may prefer the Money Market
Portfolio, 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 judgment for an appropriate
asset mix by choosing the Conservative Balanced or Flexible Managed Portfolio.

Your choice should take into account your willingness 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 the 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.


                                       9
<PAGE>


                            DETAILED INFORMATION FOR
                           PROSPECTIVE CONTRACT OWNERS


CHARGES AND EXPENSES

This section provides a more detailed description of each charge that is
described briefly in the chart on page 3.

In several instances we will use the terms "maximum charge" and "current
charge." The "maximum charge," in each instance, is the highest charge that
Pruco Life 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, we reserve the right to increase each current charge, up
to the maximum charge, without giving any advance notice.

DEDUCTIONS FROM PREMIUM PAYMENTS

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

(b)  We will deduct a charge for sales expenses. This charge, often called a
     "sales load", is deducted to compensate us for the cost of selling the
     Contracts, including commissions, advertising and the printing and
     distribution of prospectuses and sales literature. A portion of the sales
     load may be returned to you if the Contract is surrendered during the first
     four Contract years. See RETURN OF SALES CHARGES, below.

     The amount used to determine the charge for sales expenses is called the
     "segment allocation amount" in your Contract. It may also be referred to as
     the Target Premium. Target Premiums vary by the age, sex (except where
     unisex rates apply), smoking status, and rating class of the insured and
     will drop to zero after 10 years. Each coverage segment has its own Target
     Premium. Target Premiums for each coverage segment are shown in the Segment
     Table located in the data pages of your Contract.

     For the first ten years of each coverage segment we charge up to 15% of
     premiums received each year up to the Target Premium and up to 2% on any
     excess. In years 11 and later of each coverage segment, we charge up to 2%
     of premiums received. Currently, we charge 13 1/2% of premiums received up
     to the Target Premium and 2% of any excess for the first 10 years of each
     coverage segment. In years 11 and later of each coverage segment, we
     currently charge 2% of premiums received. For information on determining
     the sales expense charge if there are two or more coverage segments in
     effect, see INCREASES IN BASIC INSURANCE AMOUNT, page 22.

     Attempting to structure the timing and amount of premium payments to reduce
     the potential sales load may increase the risk that your Contract will
     lapse without value. In addition, there are circumstances where payment of
     premiums that are too large may cause the Contract to be characterized as a
     Modified Endowment Contract, which could be significantly disadvantageous.
     See TAX TREATMENT OF CONTRACT BENEFITS, page 27.

RETURN OF SALES CHARGES

If the Contract is fully surrendered within the first four Contract years and it
is not in default, Pruco Life of New Jersey will return 50% of any sales charges
deducted from premiums paid within 24 months prior to the date Pruco Life of New
Jersey receives the surrender request at a Home Office.



                                       10
<PAGE>




DEDUCTIONS FROM PORTFOLIOS

We deduct an investment advisory fee daily from each portfolio of the Funds at a
rate, on an annualized basis, ranging from 0.35% for the Series Fund Stock Index
Portfolio to 1.05% for the T. Rowe Price International Stock 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 ended December 31, 1998,
expressed as a percentage of the average assets during the year, are shown
below:

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------
                                                      TOTAL PORTFOLIO EXPENSES
               (THE EXPENSE FIGURES FOR THE JANUS ASPEN SERIES GROWTH PORTFOLIO ARE AFTER FEE WAIVERS OR REDUCTIONS.)
- -----------------------------------------------------------------------------------------------------------------------------

                                                             INVESTMENT                   OTHER               TOTAL EXPENSES
                      PORTFOLIO                             ADVISORY FEE                 EXPENSES
- -----------------------------------------------------------------------------------------------------------------------------

<S>                                                              <C>                       <C>                        <C>
SERIES FUND
       Money Market                                              0.40%                     0.01%                      0.41%
       Diversified Bond                                          0.40%                     0.02%                      0.42%
       Conservative Balanced                                     0.55%                     0.02%                      0.57%
       Flexible Managed                                          0.60%                     0.01%                      0.61%
       High Yield Bond                                           0.55%                     0.03%                      0.58%
       Stock Index                                               0.35%                     0.02%                      0.37%
       Equity Income                                             0.40%                     0.02%                      0.42%
       Equity                                                    0.45%                     0.02%                      0.47%
       Prudential Jennison                                       0.60%                     0.03%                      0.63%
       Global                                                    0.75%                     0.11%                      0.86%
AIM VARIABLE INSURANCE FUNDS, INC.
         AIM V.I. Value Fund                                     0.61%                     0.05%                      0.66%
AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.
         VP Value Portfolio (1)                                  1.00%                     0.00%                      1.00%
JANUS ASPEN SERIES
         Growth Portfolio (2)                                    0.65%                     0.03%                      0.68%
MFS(R)  VARIABLE INSURANCE TRUST(SM)
         Emerging Growth Series                                  0.75%                     0.10%                      0.85%
T. ROWE PRICE INTERNATIONAL SERIES, INC.
       International Stock Portfolio (3)                         1.05%                     0.00%                      1.05%
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.
     Fees are all-inclusive.

(2)  JANUS ASPEN SERIES
     The fees and expenses shown above are based on net expenses of the
     Portfolio after expense offset arrangements for the fiscal year ended
     December 31, 1998. The information for the Portfolio is net of fee waivers
     or reductions from Janus Capital. Fee reductions for the Portfolio reduce
     the management fee to the level of the corresponding Janus retail fund.
     Other waivers, if applicable, are first applied against the management fee
     and then against other expenses. Without such waivers or reductions, the
     management fee, other expenses and total operating expenses for the
     Portfolio would have been 0.72%, 0.03% and 0.75%, respectively. Janus
     Capital may modify or terminate the waivers or reductions at any time upon
     at least 90 days' notice to the Trustees.

(3)  T. ROWE PRICE INTERNATIONAL SERIES, INC.
     The investment management fee includes the ordinary expenses of operating
     the Fund.

THE EXPENSES RELATING TO THE FUNDS (OTHER THAN THOSE OF THE SERIES FUND) HAVE
BEEN PROVIDED TO PRUCO LIFE OF NEW JERSEY BY THE FUNDS. PRUCO LIFE OF NEW JERSEY
HAS NOT INDEPENDENTLY VERIFIED THEM.

DAILY DEDUCTION FROM THE CONTRACT FUND

Each day we deduct a charge from the assets of each of the subaccounts in an
amount equivalent to an effective annual rate of up to 0.50%. Currently, we
intend to charge 0.20%. This charge is intended to compensate Pruco Life of New
Jersey for assuming mortality and expense risks under the Contract. The
mortality risk assumed is that



                                       11
<PAGE>



insureds may live for shorter periods of time than Pruco Life of New Jersey
estimated when it determined what mortality charge to make. The expense risk
assumed is that expenses incurred in issuing and administering the Contract will
be greater than Pruco Life of New Jersey estimated in fixing its administrative
charges.

MONTHLY DEDUCTIONS FROM THE CONTRACT FUND

Pruco Life of New Jersey deducts the following monthly charges proportionately
from the dollar amounts held in each of the chosen investment option[s].

(a)  An administrative charge based on the basic insurance amount is deducted.
     The charge is intended to compensate us for things like processing claims,
     keeping records and communicating with Contract owners. Currently, the
     charge is equal to $10 per month. Pruco Life of New Jersey reserves the
     right, however to charge up to $10 per Contract plus $0.05 per $1,000 of
     basic insurance amount each month. For example, a Contract with a basic
     insurance amount of $100,000 would currently have a charge equal to $10.
     The maximum charge for this same Contract would be $10 plus $5 for a total
     of $15 per month.

(b)  A cost of insurance ("COI") charge is deducted. When an insured dies, the
     amount payable to the beneficiary (assuming there is no Contract debt) is
     larger than the Contract Fund - significantly larger if the insured dies in
     the early years of a Contract. The cost of insurance charges collected from
     all Contract owners enables Pruco Life of New Jersey to pay this larger
     death benefit. The maximum COI charge is determined by multiplying the "net
     amount at risk" under a Contract (the amount by which the Contract's death
     benefit exceeds the Contract Fund) by maximum COI rates. The maximum COI
     rates are based upon the 1980 Commissioners Standard Ordinary ("CSO")
     Tables and an insured's current attained age, sex (except where unisex
     rates apply), smoker/non-smoker status, and extra rating class, if any. At
     most ages, Pruco Life of New Jersey's current COI rates are lower than the
     maximum rates. For additional information, see INCREASES IN BASIC INSURANCE
     AMOUNT, page 22.

(c)  You may add a Target Term Rider to the Contract. If you add this rider to
     the basic Contract, additional charges will be deducted.

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

TRANSACTION CHARGES

(a)  We currently charge an administrative processing fee equal to the lesser of
     $25 or 2% of the withdrawal amount in connection with each withdrawal.

(b)  We currently do not charge an administrative processing fee in connection
     with a change in basic insurance amount. We reserve the right to make such
     a charge in an amount of up to $25 for any change in basic insurance
     amount.

(c)  We will charge an administrative processing fee of up to $25 for each
     transfer exceeding 12 in any Contract year.

(d)  We may charge an administrative processing fee of up to $25 for any change
     in the Target Term Rider coverage amount for Contracts with this rider.


REQUIREMENTS FOR ISSUANCE OF A CONTRACT


Pruco Life of New Jersey offers the Contract on a fully underwritten, simplified
issue, and guaranteed issue basis. Fully underwritten Contracts require
individualized evidence of the insured's insurability and rating class.
Simplified issue Contracts reflect underwriting risk factors related to the
issue of the Contract as one of several Contracts requiring some medical
underwriting of the proposed insureds. Conversely, guaranteed issue Contracts
are issued with minimal underwriting but may only be issued in certain
circumstances on associated individuals, such as employees of a company who meet
criteria established by Pruco Life of New Jersey.

Pruco Life of New Jersey sets minimum face amounts that it offers. The minimum
face amount offered may depend on whether the Contract is issued on a fully
underwritten, simplified issue or guaranteed issue basis. Currently, the minimum
total face amount (basic insurance amount plus any Target Term Rider coverage
amount combined) that can be applied for is $100,000 for all three
aforementioned underwriting bases. If the Target Term Rider is added to the
Contract, neither the basic insurance amount nor the rider coverage amount can
be less than $5,000. See RIDERS, page 15. Pruco Life of New Jersey may reduce
the minimum face amounts of the Contracts it will issue. Furthermore,



                                       12
<PAGE>


the Contract owner may establish a schedule under which the basic insurance
amount increases on designated Contract anniversaries. See INCREASES IN BASIC
INSURANCE AMOUNT, page 22.

Generally, the Contract may be issued on insureds between the ages of 20 and 75
for fully underwritten Contracts and between the ages of 20 and 64 for
simplified and guaranteed issue Contracts. In its discretion, Pruco Life of New
Jersey may issue the Contract on insureds of other ages.

SHORT-TERM CANCELLATION RIGHT OR "FREE-LOOK"


Generally, you may return the Contract for a refund within 10 days after you
receive it. You can request a refund 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. You will then receive a refund of all premium payments made, plus or
minus any change due to investment experience. However, if applicable law so
requires and you exercise your short-term cancellation right, you will receive a
refund of all premium payments made, with no adjustment for investment
experience. For information on how premium payments are allocated during the
"free-look" period, see ALLOCATION OF PREMIUMS, page 16.


TYPES OF DEATH BENEFIT

You may select from three types of death benefits. Generally, a Contract with a
Type A (fixed) death benefit has a death benefit equal to the basic insurance
amount. This type of death benefit does not vary with the investment performance
of the investment options you selected, except in certain circumstances. See HOW
A TYPE A (FIXED) CONTRACT'S DEATH BENEFIT WILL VARY, page 18. The payment of
additional premiums and favorable investment results of the subaccounts to which
the assets are allocated will generally increase the cash value. See HOW A
CONTRACT'S SURRENDER VALUE WILL VARY, page 18.

A Contract with a Type B (variable) death benefit has a death benefit which will
generally equal the basic insurance amount plus the Contract Fund. Since the
Contract Fund is a part of the death benefit, favorable investment performance
and payment of additional premiums generally result in an increase in the death
benefit as well as in the cash value. Over time, however, the increase in the
cash value will be less than under a Type A (fixed) Contract. This is because,
given two Contracts with the same basic insurance amount and equal Contract
Funds, generally the cost of insurance charge for a Type B (variable) Contract
will be greater. Unfavorable investment performance will result in decreases in
the death benefit and in the cash value. But, as long as the Contract is not in
default, the death benefit may not fall below the basic insurance amount stated
in the Contract. See HOW A CONTRACT'S SURRENDER VALUE WILL VARY, page 18 and HOW
A TYPE B (VARIABLE) CONTRACT'S DEATH BENEFIT WILL VARY, page 19.

A Contract with a Type C (return of premium) death benefit has a death benefit
which will generally equal the basic insurance amount plus the total premiums
paid into the Contract less withdrawals, accumulated at an interest rate
(between 0% and 8%; in 1/2% increments) chosen by the Contract owner to the date
of death. This death benefit allows the Contract owner, in effect, to recover
the cost of the Contract, plus a predetermined rate of return, upon the death of
the insured. Under certain circumstances, it is possible for a Type C Contract's
death benefit to fall below the basic insurance amount. Favorable investment
performance and payment of additional premiums will generally increase the
Contract's cash value. Over time, however, the increase in cash value will be
less than under a Type A (fixed) Contract. See HOW A CONTRACT'S SURRENDER VALUE
WILL VARY, page 18 and HOW A TYPE C (RETURN OF PREMIUM) CONTRACT'S DEATH BENEFIT
WILL VARY, page 20.

In choosing a death benefit type, you should also consider whether you intend to
use the withdrawal feature. Contract owners of Type A (fixed) Contracts should
note that any withdrawal may result in a reduction of the basic insurance
amount. In addition, we will not allow you to make a withdrawal that will
decrease the basic insurance amount below the minimum basic insurance amount.
Furthermore, the sum of the basic insurance amount and the Target Term Rider
must equal or exceed $100,000. See REQUIREMENTS FOR ISSUANCE OF A CONTRACT, page
10. For Type B (variable) and Type C (return of premium) Contracts, withdrawals
will not change the basic insurance amount. See WITHDRAWALS, page 21.


                                       13
<PAGE>


CHANGING THE TYPE OF DEATH BENEFIT


You may change the type of death benefit at any time and subject to Pruco Life
of New Jersey's approval. We will increase or decrease the basic insurance
amount so that the death benefit immediately after the change matches the death
benefit immediately before the change.


If you are changing your Contract's type of death benefit from a Type A (fixed)
to a Type B (variable) death benefit, we will reduce the basic insurance amount
by the amount in your Contract Fund on the date the change takes place.

If you are changing from a Type A (fixed) to a Type C (return of premium) death
benefit, we will change the basic insurance amount by subtracting the total
premiums paid on this Contract minus total withdrawals on the date the change
takes effect.

If you are changing from a Type B (variable) to a Type A (fixed) death benefit,
we will increase the basic insurance amount by the amount in your Contract Fund
on the date the change takes place.

If you are changing from a Type B (variable) to a Type C (return of premium)
death benefit, we first find the difference between: (1) the amount in your
Contract Fund and (2) the total premiums paid on this Contract minus total
withdrawals, determined on the date the change takes effect. If (1) is larger
than (2), we will increase the basic insurance amount by that difference. If (2)
is larger than (1), we will reduce the basic insurance amount by that
difference.

If you are changing from a Type C (return of premium) to a Type A (fixed) death
benefit, we will change the basic insurance amount by adding the total premiums
paid minus total withdrawals to this Contract both accumulated with interest at
the rate(s) chosen by the Contract owner on the date the change takes place.

If you are changing from a Type C (return of premium) to a Type B (variable)
death benefit, we first find the difference between: (1) the Contract Fund and
(2) the total premiums paid minus total withdrawals to this Contract both
accumulated with interest at the rate(s) chosen by the Contract owner as of the
date the change takes place. If (2) is larger than (1), we will increase the
basic insurance amount by that difference. If (1) is larger than (2), we will
reduce the basic insurance amount by that difference.

The basic insurance amount after a change may not be lower than the minimum
basic insurance amount applicable to the Contract. In addition, the sum of the
basic insurance amount and the Target Term Rider must equal or exceed $100,000.
See REQUIREMENTS FOR ISSUANCE OF A CONTRACT, page 10. We reserve the right to
make an administrative processing charge of up to $25 for any change in the
basic insurance amount, although we do not currently do so. See CHARGES AND
EXPENSES, page 10.

The following chart illustrates the changes in basic insurance amount with each
change of death benefit type described above. The chart assumes a $50,000
Contract Fund and a $300,000 death benefit. For changes to and from a Type C
death benefit, the chart assumes $40,000 in total premiums minus total
withdrawals and the rate chosen to accumulate premiums minus withdrawals is 0%.

================================================================================
                             BASIC INSURANCE AMOUNT
================================================================================
           FROM                                     TO
- --------------------------------------------------------------------------------
          TYPE A                     TYPE B                     TYPE C

         $300,000                   $250,000                   $260,000
- --------------------------------------------------------------------------------
          TYPE B                     TYPE A                     TYPE C

         $250,000                   $300,000                   $260,000
- --------------------------------------------------------------------------------
          TYPE C                     TYPE A                     TYPE B

         $260,000                   $300,000                   $250,000
- --------------------------------------------------------------------------------


                                       14
<PAGE>


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

RIDERS

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

TARGET TERM RIDER

The Target Term Rider provides a flexible term insurance benefit to attained age
100 on the life of the insured. The Contract owner specifies the amount of term
rider coverage he or she desires. This amount is called the rider coverage
amount and is the maximum death benefit payable under the rider. The sum of the
base Contract's basic insurance amount and the rider coverage amount equals the
target coverage amount. The Rider death benefit fluctuates as the base
Contract's death benefit changes, as described below. See TAX TREATMENT OF
CONTRACT BENEFITS, page 27.

When the Contract Fund has not grown to the point where the base Contract's
death benefit is increased to satisfy the Internal Revenue Code's definition of
life insurance, the rider death benefit equals the rider coverage amount.
However, once the Contract Fund has grown to the point where the base Contract's
death benefit begins to vary as required by the Internal Revenue Code's
definition of life insurance, the rider's death benefit will decrease (or
increase) dollar for dollar as the base Contract's death benefit increases (or
decreases). It is possible for the Contract Fund and, consequently, the base
Contract's death benefit to grow to the point where the rider death benefit is
reduced to zero. As we state above, however, the rider death benefit will never
increase beyond the rider coverage amount. In addition, you may change the rider
coverage amount once each Contract year while the rider is inforce.


[THE FOLLOWING TABLE WAS REPRESENTED BY A LINE GRAPH IN THE PRINTED MATERIAL]

   Policy Year     Base Policy Death Benefit      Target Death Benefit
   -----------     -------------------------      --------------------
         1               $  500,000                      $500,000
         2               $  500,000                      $500,000
         3               $  500,000                      $500,000
         4               $  500,000                      $500,000
         5               $  500,000                      $500,000
         6               $  500,000                      $500,000
         7               $  500,000                      $500,000
         8               $  500,000                      $500,000
         9               $  500,000                      $500,000
        10               $  550,000                      $450,000
        11               $  605,000                      $395,000
        12               $  665,500                      $334,500
        13               $  732,050                      $267,950
        14               $  805,255                      $194,745
        15               $  885,781                      $114,220
        16               $1,000,000                      $   --
        17               $1,100,000                      $   --
        18               $1,210,000                      $   --
        19               $1,331,000                      $   --
        20               $1,464,100                      $   --


The following factors should be considered when adding a Target Term Rider to
your Contract:

1.   The sales expense charge for a Contract with a Target Term Rider is less
     than that for an all base policy with the same death benefit. This is
     because the sales expense charge is based on the Target Premium (referred
     to as "segment allocation amount" in your Contract) of the Contract's basic
     insurance amount (BIA) only. For example, consider two identical $1,000,000
     policies; the first with a $1,000,000 BIA and the other with a $500,000 BIA
     and $500,000 of rider coverage amount. The sales expense charge for the
     first policy will be based on the Target Premium of a $1,000,000 BIA while
     the sales expense charge for the second policy will be based on the Target
     Premium of a $500,000 BIA only. See CHARGES AND EXPENSES, page 10.


2.   The current Cost of Insurance (COI) is different for the basic insurance
     amount and for the rider coverage amount. Cost of Insurance is determined
     by multiplying the COI rates by the Contract's "net amount of risk." The
     "net amount of risk" is the amount by which the Contract's death benefit
     exceeds the Contract Fund. The



                                       15
<PAGE>


     COI rates for both the basic insurance amount and the Target Term Rider
     will increase annually. However, current COI rates for the Target Term
     Rider are less than the current rates for the basic insurance amount death
     benefit for the first ten years, but are greater thereafter.

3.   You may increase or decrease both your basic insurance amount and rider
     coverage amount after issue subject to the underwriting requirements
     determined by Pruco Life of New Jersey. See INCREASES IN BASIC INSURANCE
     AMOUNT, page 22 and DECREASES IN BASIC INSURANCE AMOUNT, page 23.
     Increasing your basic insurance amount after issue increases your sales
     expense charges on any premiums paid after the effective date of the
     increase for that portion of the premium allocated to the new coverage
     segment.

4.   The amount and timing of premium payments, loans, and withdrawals you make
     under the Contract and your choice of definition of life insurance test
     (see TAX TREATMENT OF CONTRACT BENEFITS, page 27) will all be factors in
     determining the relative performance of a Contract with and without a
     Target Term Rider.

5.   Investment experience will be a factor in determining the relative
     performance of a Contract with and without a Target Term Rider.


The five factors outlined above can have opposite effects on the financial
performance of a Contract, including the amount of the Contract's cash value and
death benefit. It is important that you ask your Pruco Life of New Jersey
representative to see illustrations based on different combinations of all of
the above. You can then discuss with your Pruco Life of New Jersey
representative how these combinations may address your objectives.

PREMIUMS

The Contract is a flexible premium contract. The minimum initial premium is due
on or before the Contract date. It is the premium needed to start the Contract.
There is no insurance under the Contract unless the minimum initial premium is
paid. Thereafter, you decide when to make premium payments and, subject to a $25
minimum, in what amounts. We reserve the right to refuse to accept any payment
that increases the death benefit by more than it increases the Contract Fund.
See HOW A TYPE A (FIXED) CONTRACT'S DEATH BENEFIT WILL VARY, page 18, HOW A TYPE
B (VARIABLE) CONTRACT'S DEATH BENEFIT WILL VARY, page 19 and HOW A TYPE C
(RETURN OF PREMIUM) CONTRACT'S DEATH BENEFIT WILL VARY, page 20. There are
circumstances under which the payment of premiums in amounts that are too large
may cause the Contract to be characterized as a Modified Endowment Contract,
which could be significantly disadvantageous. See TAX TREATMENT OF CONTRACT
BENEFITS, page 27.

We can bill you for the amount you select annually, semi-annually, quarterly or
monthly. Because the Contract is a flexible premium contract, there are no
premium due dates. When you receive a premium notice, you are not required to
pay this amount. The Contract will remain inforce if the Contract Fund is
greater than zero and more than any Contract debt. When you apply for the
Contract, you should discuss with your Pruco Life of New Jersey representative
how frequently you would like to be billed (if at all) and for what amount.

ALLOCATION OF PREMIUMS

On the Contract date, we deduct the charge for sales expenses and the charge for
taxes attributable to premiums (in New York this is called a premium based
administrative charge) from the initial premium. See CHARGES AND EXPENSES, page
10. Also on the Contract date, the remainder of the initial premium and any
other premium received during the short-term cancellation right ("free-look")
period, will be allocated to the Money Market Subaccount and the first monthly
deductions are made. At the end of the "free-look" period, these funds will be
allocated among the subaccounts according to your desired allocation, as
specified in the application form. See SHORT-TERM CANCELLATION RIGHT OR
"FREE-LOOK", page 13. If the first premium is received before the Contract date,
there will be a period during which the Contract owner's initial premium will
not be invested.


The charge for sales expenses and the charge for taxes attributable to premiums
(in New York this is called a premium based administrative charge) also apply to
all subsequent premium payments. The remainder of each subsequent premium
payment 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. 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.
All percentage allocations must be in whole numbers. For example, 33% can be
selected but 33 1/3% cannot. Of course, the total allocation to all selected
investment options must equal 100%.



                                       16
<PAGE>


TRANSFERS


You may, up to 12 times each Contract year, transfer amounts from one subaccount
to another subaccount without charge. Additional transfers may be made during
each Contract year, but only with our consent. There is an administrative charge
of up to $25 for each transfer made exceeding 12 in any Contract year. All or a
portion of the amount credited to a subaccount may be transferred.


Transfers will take effect as of the end of the valuation period in which a
proper transfer request is received at a Home Office. The request may be in
terms of dollars, such as a request to transfer $5,000 from one subaccount to
another, or may be in terms of a percentage reallocation among subaccounts. In
the latter case, as with premium reallocations, the percentages must be in whole
numbers. You may transfer amounts by proper written notice to a 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 you elect not to have this privilege. Telephone
transfers may not be available on Contracts that are assigned (see ASSIGNMENT,
page 29), depending on the terms of the assignment.

We will use reasonable procedures, such as asking you to provide certain
personal information provided on your application for insurance, to confirm that
instructions given by telephone are genuine. We will not be held liable for
following telephone instructions that we reasonably believe to be genuine. Pruco
Life 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.

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 investment option or to the disadvantage of other
contract owners. If such a pattern were to be found, we may modify your right to
make transfers by restricting the number, timing and amount of transfers. We
also reserve the right to prohibit transfer requests made by an individual
acting under a power of attorney on behalf of more than one contract owner.

DOLLAR COST AVERAGING

Under this feature, either fixed dollar amounts or a percentage of the amount
designated for use under the DCA option will be transferred periodically from
the DCA Money Market Subaccount into other subaccounts available under the
Contract. You may choose to have periodic transfers made monthly, quarterly,
semi-annually or annually. DCA transfers will not begin until the end of the
"free-look" period. See SHORT-TERM CANCELLATION RIGHT OR "FREE-LOOK", page 13.

Each automatic transfer will take effect as of the end of the valuation period
on the date coinciding with the periodic timing you designate provided the New
York Stock Exchange is open on that date. If the New York Stock Exchange is not
open on that date, or if the date does not occur in that particular month, the
transfer will take effect as of the end of the valuation period which
immediately follows that date. Automatic transfers will continue until: (1) $50
or less remains of the amount designated for Dollar Cost Averaging, at which
time the remaining amount will be transferred; or (2) you give us notification
of a change in DCA allocation or cancellation of the feature. Currently, a
transfer that occurs under the DCA feature is not counted towards the 12 free
transfers permitted each Contract year. We reserve the right to change this
practice.

AUTO-REBALANCING

As an administrative practice, we are currently offering a feature called
Auto-Rebalancing. This feature allows you to automatically rebalance subaccount
assets at specified intervals based on percentage allocations that you choose.
For example, suppose your initial investment allocation of subaccounts X and Y
is split 40% and 60%, respectively. Then, due to investment results, that split
changes. You may instruct that those assets be rebalanced to your original or
different allocation percentages. Auto-Rebalancing is not available until the
end of the "free-look" period. See SHORT-TERM CANCELLATION RIGHT OR "FREE-LOOK",
page 13.

Auto-Rebalancing can be performed on a monthly, quarterly, semi-annual or annual
basis. Each rebalance will take effect as of the end of the valuation period on
the date coinciding with the periodic timing you designate provided the New York
Stock Exchange is open on that date. If the New York Stock Exchange is not open
on that date, or if the


                                       17
<PAGE>


date does not occur in that particular month, the transfer will take effect as
of the end of the valuation period which immediately follows that date.
Currently, a transfer that occurs under the Auto-Rebalancing feature is not
counted towards the 12 free transfers permitted each Contract year. We reserve
the right to change this practice, modify the requirements or discontinue the
feature.

HOW A CONTRACT'S SURRENDER VALUE WILL VARY

You may surrender the Contract for its surrender value. The Contract's surrender
value on any date will be the Contract Fund less any Contract debt plus any
return of sales charges. See CONTRACT LOANS, page 26 and RETURN OF SALES
CHARGES, page 10. The Contract Fund value changes daily, reflecting: (1)
increases or decreases in the value of the Fund portfolios in which the assets
of the subaccount[s] have been invested; (2) interest credited on any loan; and
(3) the daily asset charge for mortality and expense risks assessed against the
subaccounts. The Contract Fund value also changes to reflect the receipt of
premium payments and the monthly deductions described under CHARGES AND
EXPENSES, page 10. Upon request, Pruco Life of New Jersey will tell you the
surrender value of your Contract. It is possible for the surrender value of a
Contract to decline to zero because of unfavorable investment performance or
outstanding Contract debt.

The tables on pages T1 through T10 of this prospectus illustrate approximately
what the surrender values would be for representative Contracts, assuming
hypothetical uniform investment results in the Fund portfolios. See
ILLUSTRATIONS OF SURRENDER VALUES, DEATH BENEFITS, AND ACCUMULATED PREMIUMS,
page 24.

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

As described earlier, there are three types of death benefit available under the
Contract: (1) Type A, a generally fixed death benefit; (2) Type B, a variable
death benefit and; (3) Type C, a return of premium death benefit. A Type B
(variable) death benefit varies with investment performance while Type A (fixed)
and Type C (return of premium) death benefits do not, unless they must be
increased to comply with the Internal Revenue Code's definition of life
insurance.

Under a Type A (fixed) Contract, the death benefit is generally equal to the
basic insurance amount. If the Contract is kept inforce for several years,
depending on how much premium you pay, and/or if investment performance is
reasonably favorable, the Contract Fund may grow to the point where Pruco Life
of New Jersey will increase the death benefit in order to ensure that the
Contract will satisfy the Internal Revenue Code's definition of life insurance.

The death benefit under a Type A (fixed) Contract will always be the greater of:

     (1)  the basic insurance amount; and

     (2)  the Contract Fund before the deduction of any monthly charges due on
          that date plus any return of sales charges, multiplied by the attained
          age factor that applies.

A listing of attained age factors can be found on the data pages of your
Contract. The second provision ensures that the Contract will always have a
death benefit large enough to be treated as life insurance for tax purposes
under current law. Before the Contract is issued, the Contract owner may choose
between two methods that we use to determine the tax treatment of the Contract.
See TAX TREATMENT OF CONTRACT BENEFITS, page 27, for a discussion of these
methods and the impact of each on the Contract's values, benefits and tax
status.

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



                                       18
<PAGE>


<TABLE>
<CAPTION>
                                            TYPE A (FIXED) DEATH BENEFIT
- -----------------------------------------------------------------------------------------------------------------------------

                         IF                                                        THEN
- -----------------------------------------------------------------------------------------------------------------------------

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

<S>         <C>                     <C>                 <C>                          <C>                            <C>
            40                      $ 25,000            3.57                         89,250                         $250,000
            40                      $ 75,000            3.57                        267,750                         $267,750*
            40                      $100,000            3.57                        357,000                         $357,000*
- -----------------------------------------------------------------------------------------------------------------------------

            60                      $ 75,000            1.92                        144,000                         $250,000
            60                      $125,000            1.92                        240,000                         $250,000
            60                      $150,000            1.92                        288,000                         $288,000*
- -----------------------------------------------------------------------------------------------------------------------------

            80                      $150,000            1.26                        189,000                         $250,000
            80                      $200,000            1.26                        252,000                         $252,000*
            80                      $225,000            1.26                        283,500                         $283,500*
- -----------------------------------------------------------------------------------------------------------------------------
*    Note that the death benefit has been increased to comply with the Internal
     Revenue Code's definition of life insurance.
**   Assumes the Contract Owner selected the Cash Value Accumulation Test.
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>

This means, for example, that if the insured has reached the age of 60, and the
Contract Fund is $150,000, the death benefit will be $288,000, even though the
basic insurance amount is $250,000. In this situation, for every $1 increase in
the Contract Fund, the death benefit will be increased by $1.92. We reserve the
right to refuse to accept any premium payment that increases the death benefit
by more than it increases the Contract Fund.

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

Under a Type B (variable) Contract, while the Contract is inforce, the death
benefit will never be less than the basic insurance amount, but will also vary,
immediately after it is issued, with the investment results of the selected
investment options. The death benefit may be further increased to ensure that
the Contract will satisfy the Internal Revenue Code's definition of life
insurance.

The death benefit under a Type B (variable) Contract will always be the greater
of:

     (1)  the basic insurance amount plus the Contract Fund before the deduction
          of any monthly charges due on that date; and

     (2)  the Contract Fund before the deduction of any monthly charges due on
          that date plus any return of sales charges, multiplied by the attained
          age factor that applies.

For purposes of computing the death benefit, if the Contract Fund is less than
zero we will consider it to be zero. A listing of attained age factors can be
found on the data pages of your Contract. The latter provision ensures that the
Contract will always have a death benefit large enough to be treated as life
insurance for tax purposes under current law. Before the Contract is issued, the
Contract owner may choose between two methods that we use to determine the tax
treatment of the Contract. See TAX TREATMENT OF CONTRACT BENEFITS, page 27, for
a discussion of these methods and the impact of each on the Contract's values,
benefits and tax status.



                                       19
<PAGE>



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

<TABLE>
<CAPTION>
                                           TYPE B (VARIABLE) DEATH BENEFIT
- -----------------------------------------------------------------------------------------------------------------------------

                         IF                                                        THEN
- -----------------------------------------------------------------------------------------------------------------------------

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

<S>                                <C>                  <C>                         <C>                             <C>

            40                     $ 25,000             3.57                         89,250                         $275,000
            40                     $ 75,000             3.57                        267,750                         $325,000
            40                     $100,000             3.57                        357,000                         $357,000*
- -----------------------------------------------------------------------------------------------------------------------------

            60                     $ 75,000             1.92                        144,000                         $325,000
            60                     $125,000             1.92                        240,000                         $375,000
            60                     $150,000             1.92                        288,000                         $400,000
- -----------------------------------------------------------------------------------------------------------------------------

            80                     $150,000             1.26                        189,000                         $400,000
            80                     $200,000             1.26                        252,000                         $450,000
            80                     $225,000             1.26                        283,500                         $475,000
- -----------------------------------------------------------------------------------------------------------------------------

*    Note that the death benefit has been increased to comply with the Internal
     Revenue Code's definition of life insurance.
**   Assumes the Contract Owner selected the Cash Value Accumulation Test.
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>

This means, for example, that if the insured has reached the age of 40, and the
Contract Fund is $100,000, the death benefit will be $357,000, even though the
basic insurance amount is $250,000. In this situation, for every $1 increase in
the Contract Fund, the death benefit will be increased by $3.57. We reserve the
right to refuse to accept any premium payment that increases the death benefit
by more than it increases the Contract Fund.

HOW A TYPE C (RETURN OF PREMIUM) CONTRACT'S DEATH BENEFIT WILL VARY

Under a Type C (return of premium) Contract, while the Contract is inforce, the
death benefit will be the greater of:

     (1)  the basic insurance amount plus the total premiums paid into the
          Contract less any withdrawals, accumulated at an interest rate
          (between 0% and 8%; in 1/2% increments) chosen by the Contract owner
          to the date of death; and

     (2)  the Contract Fund before the deduction of monthly charges due on that
          date plus any return of sales charges, multiplied by the attained age
          factor that applies.

A listing of attained age factors can be found on the data pages of your
Contract. The latter provision ensures that the Contract will always have a
death benefit large enough so that the Contract will be treated as life
insurance for tax purposes under current law. Before the Contract is issued, the
Contract owner may choose between two methods that we use to determine the tax
treatment of the Contract. See TAX TREATMENT OF CONTRACT BENEFITS, page 27, for
a discussion of these methods and the impact of each on the Contract's values,
benefits and tax status.

Unlike Type A and Type B Contracts, the death benefit of a Type C Contract may
be less than the basic insurance amount in the event total withdrawals plus
interest is greater than total premiums paid plus interest.


                                       20
<PAGE>



The following table illustrates various attained age factors and Contract Funds
and the corresponding death benefits. The table assumes a $250,000 Type C
(return of premium) Contract was issued when the insured was a male nonsmoker,
age 35.

<TABLE>
<CAPTION>
                                       TYPE C (RETURN OF PREMIUM) DEATH BENEFIT
- ------------------------------------------------------------------------------------------------------------------------------------

                              IF                                                                     THEN
- ------------------------------------------------------------------------------------------------------------------------------------

                                             AND THE PREMIUMS PAID                           THE CONTRACT FUND
           THE         AND THE CONTRACT      LESS ANY WITHDRAWALS      THE ATTAINED AGE       MULTIPLIED BY THE       AND THE DEATH
         INSURED            FUND IS          WITH INTEREST EQUALS         FACTOR IS**        ATTAINED AGE FACTOR IS    BENEFIT IS
         IS AGE
- ------------------------------------------------------------------------------------------------------------------------------------

<S>                        <C>                     <C>                     <C>                     <C>                 <C>
           40              $ 25,000                $15,000                 3.57                    89,250              $265,000
           40              $ 75,000                $60,000                 3.57                   267,750              $310,000
           40              $100,000                $80,000                 3.57                   357,000              $357,000*
- ------------------------------------------------------------------------------------------------------------------------------------

           60              $75,000                $ 60,000                 1.92                   144,000              $310,000
           60              $125,000               $100,000                 1.92                   240,000              $350,000
           60              $150,000               $125,000                 1.92                   288,000              $375,000
- ------------------------------------------------------------------------------------------------------------------------------------

           80              $150,000               $125,000                 1.26                   189,000              $375,000
           80              $200,000               $150,000                 1.26                   252,000              $400,000
           80              $225,000               $175,000                 1.26                   283,500              $425,000
- ------------------------------------------------------------------------------------------------------------------------------------
*    Note that the death benefit has been increased to comply with the Internal
     Revenue Code's definition of life insurance.
**   Assumes the Contract owner selected the Cash Value Accumulation Test.
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

This means, for example, that if the insured has reached the age of 40, and the
premiums paid with interest less any withdrawals equals $80,000, the death
benefit will be $357,000, even though the basic insurance amount is $250,000. In
this situation, for every $1 increase in the Contract Fund, the death benefit
will be increased by $3.57. We reserve the right to refuse to accept any premium
payment that increases the death benefit by more than it increases the Contract
Fund.

SURRENDER OF A CONTRACT

A Contract may be surrendered for its net cash value (or for a fixed reduced
paid-up insurance benefit in New York state) while the insured is living. To
surrender a Contract, we may require you to 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 surrender value of a surrendered Contract will be determined as of
the end of the valuation period in which such a request is received in a Home
Office. If the Contract is fully surrendered within the first four Contract
years, you may be entitled to a return of sales charges. See CHARGES AND
EXPENSES, page 10. Surrender of a Contract may have tax consequences. See TAX
TREATMENT OF CONTRACT BENEFITS, page 27.

Fixed reduced paid-up insurance (available in New York state only) provides
paid-up insurance, the amount of which will be paid when the insured dies. There
will be cash values and loan values. The loan interest rate for fixed reduced
paid-up insurance is 5%. Upon surrender of the Contract, the amount of fixed
reduced paid-up insurance depends upon the net cash value and the insured's
issue age, sex, smoker/non-smoker status, and the length of time since the
Contract date.

WITHDRAWALS

Under certain circumstances, you may withdraw a portion of the Contract's net
cash value without surrendering the Contract. The withdrawal amount is limited
by the requirement that the net cash value after the withdrawal may not be zero
or less than zero. The amount withdrawn must be at least $500. There is an
administrative processing fee for each withdrawal which is the lesser of: (a)
$25 and; (b) 2% of the withdrawal amount. An amount withdrawn may not


                                       21
<PAGE>


be repaid except as a premium subject to the applicable charges. Upon request,
we will tell you how much you may withdraw. Withdrawal of the net cash value may
have tax consequences. See TAX TREATMENT OF CONTRACT BENEFITS, page 27.

Generally, whenever a withdrawal is made, the death benefit will be immediately
reduced by at least the amount of the withdrawal. Withdrawals under Type B
(variable) and Type C (return of premium) Contracts, will not change the basic
insurance amount. However, under a Type A (fixed) Contract, the withdrawal may
require a reduction in the basic insurance amount, unless you provide evidence
that the insured is insurable for the increase in net amount at risk. In
addition, no withdrawal will be permitted under a Type A (fixed) Contract if it
would result in a basic insurance amount of less than the minimum basic
insurance amount. Furthermore, the sum of the basic insurance amount and the
Target Term Rider must equal or exceed $100,000. See REQUIREMENTS FOR ISSUANCE
OF A CONTRACT, page 10. It is important to note, however, that if the basic
insurance amount is decreased, there is a possibility that the Contract might be
classified as a Modified Endowment Contract. See TAX TREATMENT OF CONTRACT
BENEFITS, page 27. Before making any withdrawal which causes a decrease in basic
insurance amount, you should consult with your tax adviser and your Pruco Life
of New Jersey representative.

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


Withdrawals increase the risk that the Contract Fund may be insufficient to
provide Contract benefits. If such a withdrawal is followed by unfavorable
investment experience, the Contract may go into default.


LAPSE AND REINSTATEMENT

Pruco Life of New Jersey will determine the value of the Contract Fund on each
Monthly date. If the Contract Fund is zero or less, the Contract is in default.
If the Contract debt ever grows to be equal to or more than the Contract Fund,
the Contract will be in default. Should this happen, Pruco Life of New Jersey
will send you a notice of default setting forth the payment which we estimate
will keep the Contract inforce for three months from the date of default. 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 end and have no value. A
Contract that lapses with an outstanding Contract loan may have tax
consequences. See TAX TREATMENT OF CONTRACT BENEFITS, page 27.

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

INCREASES IN BASIC INSURANCE AMOUNT

Subject to state approval and subject to the underwriting requirements
determined by Pruco Life of New Jersey, you may increase the amount of insurance
by increasing the basic insurance amount of the Contract. We will allow up to 98
increases during the life of the Contract. The following conditions must be met:
(1) you must ask for the change in a form that meets Pruco Life of New Jersey's
needs; (2) the amount of the increase must be at least equal to the minimum
increase in basic insurance amount shown under CONTRACT LIMITATIONS in the data
pages of the Contract; (3) you must prove to us that the insured is insurable
for any increase; (4) the Contract must not be in default; and (5) if we ask you
to do so, you must send us the Contract to be endorsed.

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


                                       22
<PAGE>


Furthermore, you may establish a schedule under which the basic insurance amount
increases on designated Contract anniversaries. The schedule of increases must
meet the following conditions:

     (1)  The amount of each scheduled increase must be at least equal to the
          minimum increase in basic insurance amount shown under CONTRACT
          LIMITATIONS in the data pages of the Contract.

     (2)  The amount of each scheduled increase cannot exceed:


          (a)  20% of the underwritten death benefit (at issue, the underwritten
               death benefit is equal to the face amount on the Contract date)
               for increases scheduled to take place at attained ages up to and
               including 65; or


          (b)  10% of the underwritten death benefit for increases scheduled to
               take place at attained ages from 66 up to and including 70.

     (3)  Increases cannot be scheduled to take place after attained age 70.

     (4)  The total face amount including scheduled increases can never exceed 4
          times the underwritten death benefit for fully underwritten Contracts
          or 2 times the underwritten death benefit for Contracts issued on a
          simplified issue or guaranteed issue basis.

These are our current guidelines. We reserve the right to change these
conditions.

For sales load purposes, the Target Premium (referred to as "segment allocation
amount" in your Contract) is calculated separately for each coverage segment.
When premiums are paid, each premium payment is allocated to each coverage
segment based on the proportion of its Target Premium to the total of all Target
Premiums currently in effect. Currently, the sales load charge for each segment
is equal to 13 1/2% of the allocated premium paid in each Contract year up to
the Target Premium and 2% on any excess. See CHARGES AND EXPENSES, page 10.

The COI rates for an increase in basic insurance amount are based upon 1980 CSO
Tables, the age at the increase effective date and the number of years since
then, sex (except where unisex rates apply), smoker/nonsmoker status, and extra
rating class, if any. The net amount at risk for the whole Contract (the death
benefit minus the Contract Fund) is allocated to each basic insurance amount
segment based on the proportion of its basic insurance amount to the total of
all basic insurance amount segments. In addition, the attained age factor for a
Contract with an increase in basic insurance amount is based on the Insured's
attained age for the initial basic insurance amount segment. For a description
of attained age factor, see HOW A TYPE A (FIXED) CONTRACT'S DEATH BENEFIT WILL
VARY, page 18, HOW A TYPE B (VARIABLE) CONTRACT'S DEATH BENEFIT WILL VARY, page
19 and HOW A TYPE C (RETURN OF PREMIUM) CONTRACT'S DEATH BENEFIT WILL VARY, page
20.

Each Contract owner who elects to increase the basic insurance amount of his or
her Contract will receive a "free-look" right which will apply only to the
increase in basic insurance amount, not the entire Contract. This right is
comparable to the right afforded to a purchaser of a new Contract except that,
any cost of insurance charge for the increase in the basic insurance amount will
be returned to the Contract Fund instead of a refund of premium. See SHORT-TERM
CANCELLATION RIGHT OR "FREE-LOOK", page 13. Generally, the "free-look" right
would have to be exercised no later than 10 days after receipt of the Contract
as increased.

An increase in basic insurance amount may cause the Contract to be classified as
a Modified Endowment Contract. See TAX TREATMENT OF CONTRACT BENEFITS, page 27.
Therefore, before increasing the basic insurance amount, you should consult with
your tax adviser and your Pruco Life of New Jersey representative.

DECREASES IN BASIC INSURANCE AMOUNT

As explained earlier, you may make a withdrawal. See WITHDRAWALS, page 21. You
also have the option of decreasing the basic insurance amount of your Contract
without withdrawing any cash 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, and the monthly
deductions for the cost of insurance. The amount of the decrease must be at
least equal to the minimum decrease in basic insurance amount shown under
CONTRACT LIMITATIONS in the data pages of your Contract. In addition, the basic
insurance amount after the decrease must be at least equal to the minimum basic
insurance amount shown under CONTRACT LIMITATIONS in the data pages of your
Contract. No administrative processing charge is currently being made in
connection with a decrease in basic insurance amount. We reserve the right to
make such a charge in an amount of up to $25. See CHARGES AND


                                       23
<PAGE>


EXPENSES, page 10. If we ask you to, you must send us your Contract to be
endorsed. The Contract will be amended to show the new basic insurance amount,
charges, values in the appropriate tables and the effective date of the
decrease.

We may decline a reduction if we determine it would cause the Contract to fail
to qualify as "life insurance" for purposes of Section 7702 of the Internal
Revenue Code. See TAX TREATMENT OF CONTRACT BENEFITS, page 27. Furthermore, a
decrease will not take effect if the insured is not living on the effective
date.

It is important to note, however, that if the basic insurance amount is
decreased, there is a possibility that the Contract might be classified as a
Modified Endowment Contract. See TAX TREATMENT OF CONTRACT BENEFITS, page 27.
Before requesting any decrease in basic insurance amount, you should consult
with your tax adviser and your Pruco Life of New Jersey representative.

WHEN PROCEEDS ARE PAID

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

ILLUSTRATIONS OF SURRENDER VALUES, DEATH BENEFITS, AND ACCUMULATED PREMIUMS

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

o    a Contract bought by a 45 year old male, select, non-smoker, with no extra
     risks or substandard ratings, issued on a Guaranteed Issue basis.

o    a given premium amount is paid on each Contract anniversary for seven years
     and no loans are taken.

o    the Contract Fund has been invested in equal amounts in each of the 15
     portfolios of the Funds.

The first two tables (pages T1 and T2) assume: (1) a Type A (fixed) Contract has
been purchased, (2) a $1,000,000 basic insurance amount and no riders have been
added to the Contract, and (3) a Cash Value Accumulation Test has been elected
for definition of life insurance testing. See TAX TREATMENT OF CONTRACT
BENEFITS, page 27 and TYPES OF DEATH BENEFIT, page 13. The first table assumes
current charges will continue for the indefinite future while the second table
assumes maximum contractual charges have been made from the beginning. See
CHARGES AND EXPENSES, page 10.

The third and fourth tables (pages T3 and T4) assume: (1) a Type A (fixed)
Contract has been purchased, (2) a $5,000 basic insurance amount and a $995,000
Target Term Rider has been added to the Contract, and (3) a Cash Value
Accumulation Test has been elected for definition of life insurance testing. See
TAX TREATMENT OF CONTRACT BENEFITS, page 27 and TYPES OF DEATH BENEFIT, page 13.
The third table assumes current charges will continue for the indefinite future
while the fourth table assumes maximum contractual charges have been made from
the beginning. See CHARGES AND EXPENSES, page 10.

The next two tables (pages T5 and T6) assume: (1) a Type A (fixed) Contract has
been purchased, (2) a $1,000,000 basic insurance amount and no riders have been
added to the Contract, and (3) a Guideline Premium Test has been elected for
definition of life insurance testing. See TAX TREATMENT OF CONTRACT BENEFITS,
page 27 and TYPES OF DEATH BENEFIT, page 13. The fifth table assumes current
charges will continue for the indefinite future while the sixth table assumes
maximum contractual charges have been made from the beginning. See CHARGES AND
EXPENSES, page 10.


                                       24
<PAGE>


The tables on pages T7 and T8 assume: (1) a Type B (variable) Contract has been
purchased, (2) a $1,000,000 basic insurance amount and no riders have been added
to the Contract, and (3) a Cash Value Accumulation Test has been elected for
definition of life insurance testing. See TAX TREATMENT OF CONTRACT BENEFITS,
page 27 and TYPES OF DEATH BENEFIT, page 13. The table on page T7 assumes
current charges will continue for the indefinite future while the table on page
T8 assumes maximum contractual charges have been made from the beginning. See
CHARGES AND EXPENSES, page 10.

The last two tables (pages T9 and T10) assume: (1) a Type C (return of premium)
Contract has been purchased with premiums accumulating at 6%, (2) a $1,000,000
basic insurance amount and no riders have been added to the Contract, and (3) a
Cash Value Accumulation Test has been elected for definition of life insurance
testing. See TAX TREATMENT OF CONTRACT BENEFITS, page 27 and TYPES OF DEATH
BENEFIT, page 13. The table on page T9 assumes current charges will continue for
the indefinite future while the table on page T10 assumes maximum contractual
charges have been made from the beginning. See CHARGES AND EXPENSES, page 10.

Finally, there are four assumptions, shown separately, about the average
investment performance of the portfolios. The first is that there will be a
uniform 0% gross rate of return with the average value of the Contract Fund
uniformly adversely affected by very unfavorable investment performance. The
other three assumptions are that investment performance will be at a uniform
gross annual rate of 4%, 8% and 12%. Actual returns will fluctuate from year to
year. In addition, death benefits and 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 will change with investment experience.

The first column in the following 10 tables (pages T1 through T10) shows the
Contract year. The second column, to provide context, shows what the aggregate
amount would be if the 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 surrender value payable in each of the years
shown for the four different assumed investment returns.

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 Fund expenses. The net return
reflects average total annual expenses of the 15 portfolios of 0.64%, and the
daily deduction from the Contract Fund of 0.20% per year for the tables based on
current charges and 0.5% per year for the tables based on maximum charges. Thus,
assuming current charges, gross returns of 0%, 4%, 8% and 12% are the equivalent
of net returns of -0.84%, 3.16%, 7.16% and 11.16%, respectively. Assuming
maximum charges, gross returns of 0%, 4%, 8% and 12% are the equivalent of net
returns of -1.14%, 2.86%, 6.86% and 10.86%, respectively. The actual fees and
expenses of the portfolios associated with a particular Contract may be more or
less than 0.64% and will depend on which subaccounts are selected. The death
benefits and surrender values shown reflect the deduction of all expenses and
charges both from the Funds and under the Contract.

The Contract allows you to invest your net premium dollars in a variety of
professionally managed funds. Fluctuating investment returns in these funds,
together with the actual pattern of your premium payments, our Contract charges,
and any loans and withdrawals you may make will generate different Contract
values than those illustrated, even if the averages of the investment rates of
return over the years were to match those illustrated. Because of this, we
strongly recommend periodic Contract reviews with your Pruco Life of New Jersey
representative. Reviews are an excellent way to monitor the performance of the
policy against your expectations and to identify adjustments that may be
necessary.

If you are considering the purchase of a variable life insurance contract from
another insurance company, you should not rely upon these tables for comparison
purposes. A comparison between two tables, each showing values for a 45 year old
man, may be useful for a 45 year old man but would be inaccurate if made for
insureds of other ages or sex. Your Pruco Life of New Jersey representative can
provide you with a hypothetical illustration for your own age, sex, and rating
class.


                                       25
<PAGE>


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

                 PRUSELECT III VARIABLE LIFE INSURANCE CONTRACT
                          CASH VALUE ACCUMULATION TEST
                          TYPE A (FIXED) DEATH BENEFIT
               MALE GUARANTEED ISSUE SELECT PREFERRED ISSUE AGE 45
                        $1,000,000 BASIC INSURANCE AMOUNT
            ASSUME PAYMENT OF $54,730 ANNUAL PREMIUMS FOR SEVEN YEARS
                              USING CURRENT CHARGES


<TABLE>
<CAPTION>
                                              Death Benefit (1)                                 Surrender Value (1)
                                ----------------------------------------------     ----------------------------------------------
                                     Assuming Hypothetical Gross (and Net)              Assuming Hypothetical Gross (and Net)
                Premiums                 Annual Investment Return of                       Annual Investment Return of
   End of     Accumulated       ----------------------------------------------     ----------------------------------------------
   Policy    at 4% Interest         0% Gross       6% Gross        12% Gross           0% Gross       6% Gross        12% Gross
    Year        Per Year         (-0.84% Net)     (5.16% Net)    (11.16% Net)       (-0.84% Net)     (5.16% Net)    (11.16% Net)
 ----------  --------------     --------------  --------------  --------------     --------------  --------------  --------------

<S>            <C>                <C>             <C>            <C>                  <C>            <C>            <C>
     1         $   56,919         $1,000,000      $1,000,000     $ 1,000,000          $ 48,483       $   51,197     $    53,910
     2         $  116,115         $1,000,000      $1,000,000     $ 1,000,000          $ 95,154       $  103,370     $   111,914
     3         $  177,679         $1,000,000      $1,000,000     $ 1,000,000          $137,682       $  154,274     $   172,219
     4         $  241,705         $1,000,000      $1,000,000     $ 1,000,000          $179,763       $  207,734     $   239,208
     5         $  308,293         $1,000,000      $1,000,000     $ 1,000,000          $214,014       $  256,507     $   306,267
     6         $  377,544         $1,000,000      $1,000,000     $ 1,003,751          $255,225       $  315,532     $   389,051
     7         $  449,565         $1,000,000      $1,000,000     $ 1,201,896          $296,007       $  377,585     $   480,759
     8         $  467,547         $1,000,000      $1,000,000     $ 1,292,874          $291,337       $  395,092     $   532,047
     9         $  486,249         $1,000,000      $1,000,000     $ 1,383,477          $286,474       $  413,367     $   588,713
    10         $  505,699         $1,000,000      $1,000,000     $ 1,484,991          $281,409       $  432,459     $   651,312
    15         $  615,260         $1,000,000      $1,071,214     $ 2,130,891          $251,845       $  541,017     $ 1,076,207
20 (Age 65)    $  748,558         $1,000,000      $1,164,409     $ 3,058,594          $210,928       $  673,069     $ 1,767,973
    25         $  910,735         $1,000,000      $1,286,999     $ 4,463,920          $156,236       $  835,714     $ 2,898,649
    30         $1,108,049         $1,000,000      $1,434,385     $ 6,569,066          $ 68,741       $1,031,932     $ 4,725,947
    35         $1,348,111         $        0(2)   $1,615,068     $ 9,765,705          $      0(2)    $1,261,772     $ 7,629,457
    40         $1,640,183         $        0      $1,835,817     $14,655,228          $      0       $1,529,847     $12,212,690
    45         $1,995,533         $        0      $2,096,742     $22,097,161          $      0       $1,839,247     $19,383,474
</TABLE>

(1)  Assumes no Contract loan has been made.

(2)  Based on a gross return of 0%, the Contract would go into default in policy
     year 33, unless an additional premium payment was made.

The hypothetical investment rates of return shown above and elsewhere in this
prospectus are illustrative only and should not be deemed a representation of
past or future investment rates of return. Actual rates of return may be more or
less than those shown and will depend on a number of factors including the
investment allocations made by an owner, prevailing interest rates, and rates of
inflation. The death benefit and cash surrender value for a contract would be
different from those shown if the actual rates of return averaged 0%, 6%, 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>


                 PRUSELECT III VARIABLE LIFE INSURANCE CONTRACT
                          CASH VALUE ACCUMULATION TEST
                          TYPE A (FIXED) DEATH BENEFIT
               MALE GUARANTEED ISSUE SELECT PREFERRED ISSUE AGE 45
                        $1,000,000 BASIC INSURANCE AMOUNT
            ASSUME PAYMENT OF $54,730 ANNUAL PREMIUMS FOR SEVEN YEARS
                        USING MAXIMUM CONTRACTUAL CHARGES


<TABLE>
<CAPTION>
                                              Death Benefit (1)                                 Surrender Value (1)
                                ----------------------------------------------     ----------------------------------------------
                                     Assuming Hypothetical Gross (and Net)              Assuming Hypothetical Gross (and Net)
                Premiums                 Annual Investment Return of                       Annual Investment Return of
   End of     Accumulated       ----------------------------------------------     ----------------------------------------------
   Policy    at 4% Interest         0% Gross       6% Gross        12% Gross           0% Gross       6% Gross        12% Gross
    Year        Per Year         (-1.14% Net)     (4.86% Net)    (10.86% Net)       (-1.14% Net)     (4.86% Net)    (10.86% Net)
 ----------  --------------     --------------  --------------  --------------     --------------  --------------  --------------

<S>            <C>                <C>             <C>            <C>                  <C>             <C>            <C>
     1         $   56,919         $1,000,000      $1,000,000     $ 1,000,000          $ 42,042        $ 44,461       $   46,882
     2         $  116,115         $1,000,000      $1,000,000     $ 1,000,000          $ 83,525        $ 90,767       $   98,305
     3         $  177,679         $1,000,000      $1,000,000     $ 1,000,000          $120,352        $134,915       $  150,684
     4         $  241,705         $1,000,000      $1,000,000     $ 1,000,000          $156,629        $181,116       $  208,704
     5         $  308,293         $1,000,000      $1,000,000     $ 1,000,000          $184,149        $221,277       $  264,812
     6         $  377,544         $1,000,000      $1,000,000     $ 1,000,000          $219,323        $271,929       $  336,158
     7         $  449,565         $1,000,000      $1,000,000     $ 1,038,310          $253,928        $324,989       $  415,324
     8         $  467,547         $1,000,000      $1,000,000     $ 1,107,268          $245,762        $335,843       $  455,666
     9         $  486,249         $1,000,000      $1,000,000     $ 1,174,597          $237,173        $346,876       $  499,829
    10         $  505,699         $1,000,000      $1,000,000     $ 1,249,718          $228,098        $358,065       $  548,122
    15         $  615,260         $1,000,000      $1,000,000     $ 1,712,552          $172,942        $415,573       $  864,925
20 (Age 65)    $  748,558         $1,000,000      $1,000,000     $ 2,336,628          $ 90,452        $471,897       $1,350,652
    25         $  910,735         $        0(2)   $1,000,000     $ 3,201,319          $      0(2)     $517,437       $2,078,778
    30         $1,108,049         $        0      $1,000,000     $ 4,379,173          $      0        $532,776       $3,150,484
    35         $1,348,111         $        0      $1,000,000     $ 5,997,667          $      0        $465,369       $4,685,677
    40         $1,640,183         $        0      $1,000,000     $ 8,248,146          $      0        $148,192       $6,873,455
    45         $1,995,533         $        0      $        0(2)  $11,378,593          $      0        $      0(2)    $9,981,222
</TABLE>

(1)  Assumes no Contract loan has been made.

(2)  Based on a gross return of 6%, the Contract would go into default in policy
     year 42, unless an additional premium payment was made. Based on a gross
     return of 0%, the Contract would go into default in policy year 24, unless
     an additional premium payment was made.

The hypothetical investment rates of return shown above and elsewhere in this
prospectus are illustrative only and should not be deemed a representation of
past or future investment rates of return. Actual rates of return may be more or
less than those shown and will depend on a number of factors including the
investment allocations made by an owner, prevailing interest rates, and rates of
inflation. The death benefit and cash surrender value for a contract would be
different from those shown if the actual rates of return averaged 0%, 6%, 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>


                 PRUSELECT III VARIABLE LIFE INSURANCE CONTRACT
                          CASH VALUE ACCUMULATION TEST
                          TYPE A (FIXED) DEATH BENEFIT
               MALE GUARANTEED ISSUE SELECT PREFERRED ISSUE AGE 45
        $1,000,000 TARGET COVERAGE AMOUNT($5,000 BASIC INSURANCE AMOUNT,
                           $995,000 TARGET TERM RIDER)
            ASSUME PAYMENT OF $54,730 ANNUAL PREMIUMS FOR SEVEN YEARS
                              USING CURRENT CHARGES


<TABLE>
<CAPTION>
                                              Death Benefit (1)                                 Surrender Value (1)
                                ----------------------------------------------     ----------------------------------------------
                                     Assuming Hypothetical Gross (and Net)              Assuming Hypothetical Gross (and Net)
                Premiums                 Annual Investment Return of                       Annual Investment Return of
   End of     Accumulated       ----------------------------------------------     ----------------------------------------------
   Policy    at 4% Interest         0% Gross       6% Gross        12% Gross           0% Gross       6% Gross        12% Gross
    Year        Per Year         (-0.84% Net)     (5.16% Net)    (11.16% Net)       (-0.84% Net)     (5.16% Net)    (11.16% Net)
 ----------  --------------     --------------  --------------  --------------     --------------  --------------  --------------

<S>            <C>                <C>             <C>            <C>                  <C>            <C>            <C>
     1         $   56,919         $1,000,000      $1,000,000     $ 1,000,000          $ 51,562       $   54,651     $    57,741
     2         $  116,115         $1,000,000      $1,000,000     $ 1,000,000          $101,390       $  110,752     $   120,486
     3         $  177,679         $1,000,000      $1,000,000     $ 1,000,000          $150,157       $  169,080     $   189,544
     4         $  241,705         $1,000,000      $1,000,000     $ 1,000,000          $198,425       $  230,345     $   266,254
     5         $  308,293         $1,000,000      $1,000,000     $ 1,000,000          $245,081       $  293,589     $   350,377
     6         $  377,544         $1,000,000      $1,000,000     $ 1,147,997          $292,387       $  361,246     $   444,960
     7         $  449,565         $1,000,000      $1,080,607     $ 1,373,982          $339,222       $  432,243     $   549,593
     8         $  467,547         $1,000,000      $1,099,624     $ 1,478,030          $334,368       $  452,520     $   608,243
     9         $  486,249         $1,000,000      $1,113,122     $ 1,581,651          $329,354       $  473,669     $   673,043
    10         $  505,699         $1,000,000      $1,130,248     $ 1,697,748          $324,170       $  495,723     $   744,626
    15         $  615,260         $1,000,000      $1,228,472     $ 2,436,409          $291,699       $  620,440     $ 1,230,509
20 (Age 65)    $  748,558         $1,000,000      $1,335,518     $ 3,497,315          $245,586       $  771,976     $ 2,021,569
    25         $  910,735         $1,000,000      $1,476,275     $ 5,104,392          $182,058       $  958,620     $ 3,314,540
    30         $1,108,049         $1,000,000      $1,645,473     $ 7,511,734          $ 76,656       $1,183,794     $ 5,404,125
    35         $1,348,111         $        0(2)   $1,852,871     $11,167,235          $      0(2)    $1,447,556     $ 8,724,403
    40         $1,640,183         $        0      $2,106,240     $16,758,614          $      0       $1,755,200     $13,965,511
    45         $1,995,533         $        0      $2,405,711     $25,268,771          $      0       $2,110,273     $22,165,589
</TABLE>

(1)  Assumes no Contract loan has been made.

(2)  Based on a gross return of 0%, the Contract would go into default in policy
     year 33, unless an additional premium payment was made.

The hypothetical investment rates of return shown above and elsewhere in this
prospectus are illustrative only and should not be deemed a representation of
past or future investment rates of return. Actual rates of return may be more or
less than those shown and will depend on a number of factors including the
investment allocations made by an owner, prevailing interest rates, and rates of
inflation. The death benefit and cash surrender value for a contract would be
different from those shown if the actual rates of return averaged 0%, 6%, 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>


                 PRUSELECT III VARIABLE LIFE INSURANCE CONTRACT
                          CASH VALUE ACCUMULATION TEST
                          TYPE A (FIXED) DEATH BENEFIT
               MALE GUARANTEED ISSUE SELECT PREFERRED ISSUE AGE 45
        $1,000,000 TARGET COVERAGE AMOUNT($5,000 BASIC INSURANCE AMOUNT,
                           $995,000 TARGET TERM RIDER)
            ASSUME PAYMENT OF $54,730 ANNUAL PREMIUMS FOR SEVEN YEARS
                        USING MAXIMUM CONTRACTUAL CHARGES


<TABLE>
<CAPTION>
                                              Death Benefit (1)                                 Surrender Value (1)
                                ----------------------------------------------     ----------------------------------------------
                                     Assuming Hypothetical Gross (and Net)              Assuming Hypothetical Gross (and Net)
                Premiums                 Annual Investment Return of                       Annual Investment Return of
   End of     Accumulated       ----------------------------------------------     ----------------------------------------------
   Policy    at 4% Interest         0% Gross       6% Gross        12% Gross           0% Gross       6% Gross        12% Gross
    Year        Per Year         (-1.14% Net)     (4.86% Net)    (10.86% Net)       (-1.14% Net)     (4.86% Net)    (10.86% Net)
 ----------  --------------     --------------  --------------  --------------     --------------  --------------  --------------

<S>            <C>                <C>             <C>            <C>                  <C>             <C>            <C>
     1         $   56,919         $1,000,000      $1,000,000     $ 1,000,000          $ 45,525        $   48,371     $    51,218
     2         $  116,115         $1,000,000      $1,000,000     $ 1,000,000          $ 90,440        $   98,979     $   107,866
     3         $  177,679         $1,000,000      $1,000,000     $ 1,000,000          $134,190        $  151,389     $   170,007
     4         $  241,705         $1,000,000      $1,000,000     $ 1,000,000          $177,348        $  206,299     $   238,905
     5         $  308,293         $1,000,000      $1,000,000     $ 1,000,000          $218,793        $  262,725     $   314,222
     6         $  377,544         $1,000,000      $1,000,000     $ 1,029,644          $260,782        $  323,077     $   399,087
     7         $  449,565         $1,000,000      $1,000,000     $ 1,231,001          $302,183        $  386,390     $   492,400
     8         $  467,547         $1,000,000      $1,000,000     $ 1,313,097          $293,761        $  400,624     $   540,369
     9         $  486,249         $1,000,000      $1,000,000     $ 1,393,272          $284,947        $  415,266     $   592,882
    10         $  505,699         $1,000,000      $1,000,000     $ 1,482,698          $275,681        $  430,316     $   650,306
    15         $  615,260         $1,000,000      $1,013,492     $ 2,033,504          $220,190        $  511,864     $ 1,027,022
20 (Age 65)    $  748,558         $1,000,000      $1,043,508     $ 2,776,008          $138,897        $  603,184     $ 1,604,629
    25         $  910,735         $1,000,000      $1,078,803     $ 3,804,597          $  4,483        $  700,522     $ 2,470,517
    30         $1,108,049         $        0(2)   $1,113,542     $ 5,205,578          $      0(2)     $  801,109     $ 3,745,020
    35         $1,348,111         $        0      $1,150,897     $ 7,130,562          $      0        $  899,138     $ 5,570,752
    40         $1,640,183         $        0      $1,194,559     $ 9,807,119          $      0        $  995,465     $ 8,172,599
    45         $1,995,533         $        0      $1,243,945     $13,530,182          $      0        $1,091,180     $11,868,581
</TABLE>

(1)  Assumes no Contract loan has been made.

(2)  Based on a gross return of 0%, the Contract would go into default in policy
     year 26, unless an additional premium payment was made.

The hypothetical investment rates of return shown above and elsewhere in this
prospectus are illustrative only and should not be deemed a representation of
past or future investment rates of return. Actual rates of return may be more or
less than those shown and will depend on a number of factors including the
investment allocations made by an owner, prevailing interest rates, and rates of
inflation. The death benefit and cash surrender value for a contract would be
different from those shown if the actual rates of return averaged 0%, 6%, 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>



                 PRUSELECT III VARIABLE LIFE INSURANCE CONTRACT
                             GUIDELINE PREMIUM TEST
                          TYPE A (FIXED) DEATH BENEFIT
               MALE GUARANTEED ISSUE SELECT PREFERRED ISSUE AGE 45
                        $1,000,000 BASIC INSURANCE AMOUNT
          ASSUME PAYMENT OF $54,730 ANNUAL PREMIUMS FOR SEVEN YEARS (3)
                              USING CURRENT CHARGES


<TABLE>
<CAPTION>
                                              Death Benefit (1)                                 Surrender Value (1)
                                ----------------------------------------------     ----------------------------------------------
                                     Assuming Hypothetical Gross (and Net)              Assuming Hypothetical Gross (and Net)
                Premiums                 Annual Investment Return of                       Annual Investment Return of
   End of     Accumulated       ----------------------------------------------     ----------------------------------------------
   Policy    at 4% Interest         0% Gross       6% Gross        12% Gross           0% Gross       6% Gross        12% Gross
    Year       Per Year(3)       (-0.84% Net)     (5.16% Net)    (11.16% Net)       (-0.84% Net)     (5.16% Net)    (11.16% Net)
 ----------  --------------     --------------  --------------  --------------     --------------  --------------  --------------

<S>            <C>                <C>             <C>            <C>                  <C>            <C>            <C>
     1         $   56,919         $1,000,000      $1,000,000     $ 1,000,000          $ 48,483       $ 51,197       $    53,910
     2         $  116,115         $1,000,000      $1,000,000     $ 1,000,000          $ 95,154       $103,370       $   111,914
     3         $  177,679         $1,000,000      $1,000,000     $ 1,000,000          $137,682       $154,274       $   172,219
     4         $  241,705         $1,000,000      $1,000,000     $ 1,000,000          $179,763       $207,734       $   239,208
     5         $  255,646         $1,000,000      $1,000,000     $ 1,000,000          $172,385       $212,359       $   259,601
     6         $  265,872         $1,000,000      $1,000,000     $ 1,000,000          $168,828       $221,252       $   286,585
     7         $  276,507         $1,000,000      $1,000,000     $ 1,000,000          $165,077       $230,421       $   316,462
     8         $  287,567         $1,000,000      $1,000,000     $ 1,000,000          $161,123       $239,877       $   349,572
     9         $  299,070         $1,000,000      $1,000,000     $ 1,000,000          $156,932       $249,610       $   386,277
    10         $  311,032         $1,000,000      $1,000,000     $ 1,000,000          $152,495       $259,634       $   427,011
    15         $  378,419         $1,000,000      $1,000,000     $ 1,000,000          $125,225       $313,804       $   709,979
20 (Age 65)    $  460,404         $1,000,000      $1,000,000     $ 1,454,011          $ 84,602       $373,512       $ 1,191,812
    25         $  560,152         $1,000,000      $1,000,000     $ 2,322,243          $ 28,029       $441,561       $ 2,001,933
    30         $  681,510         $        0(2)   $1,000,000     $ 3,600,556          $      0(2)    $513,012       $ 3,365,005
    35         $  829,162         $        0      $1,000,000     $ 5,951,349          $      0       $577,792       $ 5,667,951
    40         $1,008,802         $        0      $1,000,000     $ 9,976,365          $      0       $625,256       $ 9,501,300
    45         $1,227,362         $        0      $1,000,000(2)  $16,592,333          $      0       $624,317(2)    $15,802,222
</TABLE>

(1)  Assumes no Contract loan has been made.

(2)  Based on a gross return of 6%, the Contract would go into default in policy
     year 54, unless an additional premium payment was made. Based on a gross
     return of 0%, the Contract would go into default in policy year 27, unless
     an additional premium payment was made.

(3)  The Guideline Premium Test limits the premium payable in policy year 5 to
     $4,108.12, and zero in years 6 and 7.

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%, 6%, 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.


                                       T5

<PAGE>



                 PRUSELECT III VARIABLE LIFE INSURANCE CONTRACT
                             GUIDELINE PREMIUM TEST
                          TYPE A (FIXED) DEATH BENEFIT
               MALE GUARANTEED ISSUE SELECT PREFERRED ISSUE AGE 45
                        $1,000,000 BASIC INSURANCE AMOUNT
          ASSUME PAYMENT OF $54,730 ANNUAL PREMIUMS FOR SEVEN YEARS (3)
                        USING MAXIMUM CONTRACTUAL CHARGES


<TABLE>
<CAPTION>
                                              Death Benefit (1)                                 Surrender Value (1)
                                ----------------------------------------------     ----------------------------------------------
                                     Assuming Hypothetical Gross (and Net)              Assuming Hypothetical Gross (and Net)
                Premiums                 Annual Investment Return of                       Annual Investment Return of
   End of     Accumulated       ----------------------------------------------     ----------------------------------------------
   Policy    at 4% Interest         0% Gross       6% Gross        12% Gross           0% Gross       6% Gross        12% Gross
    Year       Per Year(3)       (-1.14% Net)     (4.86% Net)    (10.86% Net)       (-1.14% Net)     (4.86% Net)    (10.86% Net)
 ----------  --------------     --------------  --------------  --------------     --------------  --------------  --------------

<S>            <C>                <C>             <C>             <C>                 <C>             <C>            <C>
     1         $   56,919         $1,000,000      $1,000,000      $1,000,000          $ 42,042        $ 44,461       $  46,882
     2         $  116,115         $1,000,000      $1,000,000      $1,000,000          $ 83,525        $ 90,767       $  98,305
     3         $  177,679         $1,000,000      $1,000,000      $1,000,000          $120,352        $134,915       $  150,684
     4         $  241,705         $1,000,000      $1,000,000      $1,000,000          $156,629        $181,116       $  208,704
     5         $  255,646         $1,000,000      $1,000,000      $1,000,000          $145,181        $179,943       $  221,114
     6         $  265,872         $1,000,000      $1,000,000      $1,000,000          $138,453        $183,659       $  240,201
     7         $  276,507         $1,000,000      $1,000,000      $1,000,000          $131,364        $187,182       $  261,097
     8         $  287,567         $1,000,000      $1,000,000      $1,000,000          $123,849        $190,449       $  283,978
     9         $  299,070         $1,000,000      $1,000,000      $1,000,000          $115,832        $193,381       $  309,037
    10         $  311,032         $1,000,000      $1,000,000      $1,000,000          $107,244        $195,908       $  336,512
    15         $  378,419         $1,000,000      $1,000,000      $1,000,000          $ 52,947        $199,407       $  521,353
20 (Age 65)    $  460,404         $        0(2)   $1,000,000      $1,015,673          $      0(2)     $174,339       $  832,518
    25         $  560,152         $        0      $1,000,000      $1,573,520          $      0        $ 84,903       $1,356,482
    30         $  681,510         $        0      $        0(2)   $2,369,493          $      0        $      0(2)    $2,214,480
    35         $  829,162         $        0      $        0      $3,820,857          $      0        $      0       $3,638,912
    40         $1,008,802         $        0      $        0      $6,218,175          $      0        $      0       $5,922,071
    45         $1,227,362         $        0      $        0      $9,971,753          $      0        $      0       $9,496,907
</TABLE>

(1)  Assumes no Contract loan has been made.

(2)  Based on a gross return of 6%, the Contract would go into default in policy
     year 28, unless an additional premium payment was made. Based on a gross
     return of 0%, the Contract would go into default in policy year 19, unless
     an additional premium payment was made.

(3)  The Guideline Premium Test limits the premium payable in policy year 5 to
     $4,108.12, and zero in years 6 and 7.

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%, 6%, 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.


                                       T6

<PAGE>



                 PRUSELECT III VARIABLE LIFE INSURANCE CONTRACT
                          CASH VALUE ACCUMULATION TEST
                        TYPE B (VARIABLE) DEATH BENEFIT
              MALE GUARANTEED ISSUE SELECT PREFERRED ISSUE AGE 45
                       $1,000,000 BASIC INSURANCE AMOUNT
           ASSUME PAYMENT OF $54,730 ANNUAL PREMIUMS FOR SEVEN YEARS
                             USING CURRENT CHARGES


<TABLE>
<CAPTION>
                                              Death Benefit (1)                                 Surrender Value (1)
                                ----------------------------------------------     ----------------------------------------------
                                     Assuming Hypothetical Gross (and Net)              Assuming Hypothetical Gross (and Net)
                Premiums                 Annual Investment Return of                       Annual Investment Return of
   End of     Accumulated       ----------------------------------------------     ----------------------------------------------
   Policy    at 4% Interest         0% Gross       6% Gross        12% Gross           0% Gross       6% Gross        12% Gross
    Year        Per Year         (-0.84% Net)     (5.16% Net)    (11.16% Net)       (-0.84% Net)     (5.16% Net)    (11.16% Net)
 ----------  --------------     --------------  --------------  --------------     --------------  --------------  --------------

<S>            <C>                <C>             <C>            <C>                  <C>            <C>            <C>
     1         $   56,919         $1,044,789      $1,047,503     $ 1,050,216          $ 48,483       $ 51,197       $    53,910
     2         $  116,115         $1,087,625      $1,095,828     $ 1,104,358          $ 95,014       $103,217       $   111,747
     3         $  177,679         $1,129,923      $1,146,463     $ 1,164,352          $137,311       $153,852       $   171,741
     4         $  241,705         $1,171,667      $1,199,507     $ 1,230,831          $179,056       $206,895       $   238,220
     5         $  308,293         $1,212,843      $1,255,062     $ 1,304,498          $212,843       $255,062       $   304,498
     6         $  377,544         $1,253,445      $1,313,250     $ 1,386,144          $253,445       $313,250       $   386,144
     7         $  449,565         $1,293,449      $1,374,174     $ 1,476,627          $293,449       $374,174       $   476,627
     8         $  467,547         $1,287,940      $1,390,340     $ 1,526,582          $287,940       $390,340       $   526,582
     9         $  486,249         $1,282,170      $1,407,023     $ 1,581,785          $282,170       $407,023       $   581,785
    10         $  505,699         $1,276,132      $1,424,240     $ 1,642,812          $276,132       $424,240       $   642,812
    15         $  615,260         $1,240,481      $1,517,697     $ 2,096,714          $240,481       $517,697       $ 1,058,946
20 (Age 65)    $  748,558         $1,191,025      $1,620,344     $ 3,009,434          $191,025       $620,344       $ 1,739,557
    25         $  910,735         $1,126,927      $1,732,923     $ 4,392,153          $126,927       $732,923       $ 2,852,048
    30         $1,108,049         $1,030,374      $1,837,937     $ 6,463,437          $ 30,374       $837,937       $ 4,649,955
    35         $1,348,111         $        0(2)   $1,897,334     $ 9,608,659          $      0(2)    $897,334       $ 7,506,764
    40         $1,640,183         $        0      $1,856,842     $14,419,537          $      0       $856,842       $12,016,281
    45         $1,995,533         $        0      $1,614,159(2)  $21,741,771          $      0       $614,159(2)    $19,071,729
</TABLE>


(1)  Assumes no Contract loan has been made.

(2)  Based on a gross return of 6%, the Contract would go into default in policy
     year 51, unless an additional premium payment was made. Based on a gross
     return of 0%, the Contract would go into default in policy year 32, unless
     an additional premium payment was made.

The hypothetical investment rates of return shown above and elsewhere in this
prospectus are illustrative only and should not be deemed a representation of
past or future investment rates of return. Actual rates of return may be more or
less than those shown and will depend on a number of factors including the
investment allocations made by an owner, prevailing interest rates, and rates of
inflation. The death benefit and cash surrender value for a contract would be
different from those shown if the actual rates of return averaged 0%, 6%, 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.


                                       T7
<PAGE>


                 PRUSELECT III VARIABLE LIFE INSURANCE CONTRACT
                          CASH VALUE ACCUMULATION TEST
                         TYPE B (VARIABLE) DEATH BENEFIT
               MALE GUARANTEED ISSUE SELECT PREFERRED ISSUE AGE 45
                        $1,000,000 BASIC INSURANCE AMOUNT
            ASSUME PAYMENT OF $54,730 ANNUAL PREMIUMS FOR SEVEN YEARS
                        USING MAXIMUM CONTRACTUAL CHARGES


<TABLE>
<CAPTION>
                                              Death Benefit (1)                                 Surrender Value (1)
                                ----------------------------------------------     ----------------------------------------------
                                     Assuming Hypothetical Gross (and Net)              Assuming Hypothetical Gross (and Net)
                Premiums                 Annual Investment Return of                       Annual Investment Return of
   End of     Accumulated       ----------------------------------------------     ----------------------------------------------
   Policy    at 4% Interest         0% Gross       6% Gross        12% Gross           0% Gross       6% Gross        12% Gross
    Year        Per Year         (-1.14% Net)     (4.86% Net)    (10.86% Net)       (-1.14% Net)     (4.86% Net)    (10.86% Net)
 ----------  --------------     --------------  --------------  --------------     --------------  --------------  --------------

<S>            <C>                <C>             <C>            <C>                  <C>             <C>            <C>
     1         $   56,919         $1,037,800      $1,040,210     $ 1,042,623          $ 41,904        $ 44,315       $   46,728
     2         $  116,115         $1,074,892      $1,082,089     $ 1,089,580          $ 83,101        $ 90,298       $   97,790
     3         $  177,679         $1,111,264      $1,125,697     $ 1,141,322          $119,473        $133,906       $  149,531
     4         $  241,705         $1,146,895      $1,171,087     $ 1,198,335          $155,105        $179,297       $  206,545
     5         $  308,293         $1,181,765      $1,218,316     $ 1,261,162          $181,765        $218,316       $  261,162
     6         $  377,544         $1,215,831      $1,267,422     $ 1,330,381          $215,831        $267,422       $  330,381
     7         $  449,565         $1,249,045      $1,318,436     $ 1,406,623          $249,045        $318,436       $  406,623
     8         $  467,547         $1,239,413      $1,326,899     $ 1,443,555          $239,413        $326,899       $  443,555
     9         $  486,249         $1,229,277      $1,335,141     $ 1,483,847          $229,277        $335,141       $  483,847
    10         $  505,699         $1,218,574      $1,343,079     $ 1,527,788          $218,574        $343,079       $  527,788
    15         $  615,260         $1,154,197      $1,374,853     $ 1,814,671          $154,197        $374,853       $  814,671
20 (Age 65)    $  748,558         $1,062,224      $1,379,373     $ 2,254,175          $ 62,224        $379,373       $1,254,175
    25         $  910,735         $        0(2)   $1,324,163     $ 2,957,206          $      0(2)     $324,163       $1,920,263
    30         $1,108,049         $        0      $1,153,072     $ 4,043,686          $      0        $153,072       $2,909,127
    35         $1,348,111         $        0      $        0(2)  $ 5,537,753          $      0        $      0(2)    $4,326,370
    40         $1,640,183         $        0      $        0     $ 7,615,256          $      0        $      0       $6,346,047
    45         $1,995,533         $        0      $        0     $10,505,118          $      0        $      0       $9,215,016
</TABLE>

(1)  Assumes no Contract loan has been made.

(2)  Based on a gross return of 6%, the Contract would go into default in policy
     year 33, unless an additional premium payment was made. Based on a gross
     return of 0%, the Contract would go into default in policy year 23, unless
     an additional premium payment was made.

The hypothetical investment rates of return shown above and elsewhere in this
prospectus are illustrative only and should not be deemed a representation of
past or future investment rates of return. Actual rates of return may be more or
less than those shown and will depend on a number of factors including the
investment allocations made by an owner, prevailing interest rates, and rates of
inflation. The death benefit and cash surrender value for a contract would be
different from those shown if the actual rates of return averaged 0%, 6%, 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.


                                       T8

<PAGE>



                 PRUSELECT III VARIABLE LIFE INSURANCE CONTRACT
                          CASH VALUE ACCUMULATION TEST
                 TYPE C (RETURN OF PREMIUM AT 6%) DEATH BENEFIT
               MALE GUARANTEED ISSUE SELECT PREFERRED ISSUE AGE 45
                        $1,000,000 BASIC INSURANCE AMOUNT
            ASSUME PAYMENT OF $54,730 ANNUAL PREMIUMS FOR SEVEN YEARS
                              USING CURRENT CHARGES

<TABLE>
<CAPTION>
                                              Death Benefit (1)                                 Surrender Value (1)
                                ----------------------------------------------     ----------------------------------------------
                                     Assuming Hypothetical Gross (and Net)              Assuming Hypothetical Gross (and Net)
                Premiums                 Annual Investment Return of                       Annual Investment Return of
   End of     Accumulated       ----------------------------------------------     ----------------------------------------------
   Policy    at 4% Interest         0% Gross       6% Gross        12% Gross           0% Gross       6% Gross        12% Gross
    Year        Per Year         (-0.84% Net)     (5.16% Net)    (11.16% Net)       (-0.84% Net)     (5.16% Net)    (11.16% Net)
 ----------  --------------     --------------  --------------  --------------     --------------  --------------  --------------

<S>            <C>                <C>             <C>            <C>                  <C>            <C>            <C>
     1         $   56,919         $1,058,014      $1,058,014     $ 1,058,014          $ 48,483       $ 51,197       $    53,910
     2         $  116,115         $1,119,508      $1,119,508     $ 1,119,508          $ 94,971       $103,181       $   111,719
     3         $  177,679         $1,184,693      $1,184,693     $ 1,184,693          $137,186       $153,750       $   171,668
     4         $  241,705         $1,253,788      $1,253,788     $ 1,253,788          $178,789       $206,686       $   238,083
     5         $  308,293         $1,327,029      $1,327,029     $ 1,327,029          $212,357       $254,690       $   304,280
     6         $  377,544         $1,404,665      $1,404,665     $ 1,404,665          $252,634       $312,644       $   385,833
     7         $  449,565         $1,486,958      $1,486,958     $ 1,486,958          $292,175       $373,244       $   476,224
     8         $  467,547         $1,516,176      $1,516,176     $ 1,516,176          $286,060       $389,000       $   526,128
     9         $  486,249         $1,547,146      $1,547,146     $ 1,547,146          $279,507       $405,167       $   581,351
    10         $  505,699         $1,579,975      $1,579,975     $ 1,579,975          $272,475       $421,740       $   642,506
    15         $  615,260         $1,776,138      $1,776,138     $ 2,100,333          $226,786       $508,772       $ 1,060,774
20 (Age 65)    $  748,558         $2,038,647      $2,038,647     $ 3,014,713          $149,804       $593,128       $ 1,742,609
    25         $  910,735         $2,389,944      $2,389,944     $ 4,399,860          $ 24,905       $660,913       $ 2,857,052
    30         $1,108,049         $        0(2)   $2,860,059     $ 6,474,781          $      0(2)    $645,653       $ 4,658,116
    35         $1,348,111         $        0      $3,489,179     $ 9,625,524          $      0       $355,487       $ 7,519,940
    40         $1,640,183         $        0      $        0(2)  $14,444,848          $      0       $      0(2)    $12,037,373
    45         $1,995,533         $        0      $        0     $21,779,936          $      0       $      0       $19,105,207
</TABLE>


(1)  Assumes no Contract loan has been made.

(2)  Based on a gross return of 6%, the Contract would go into default in policy
     year 38, unless an additional premium payment was made. Based on a gross
     return of 0%, the Contract would go into default in policy year 26, unless
     an additional premium payment was made.

The hypothetical investment rates of return shown above and elsewhere in this
prospectus are illustrative only and should not be deemed a representation of
past or future investment rates of return. Actual rates of return may be more or
less than those shown and will depend on a number of factors including the
investment allocations made by an owner, prevailing interest rates, and rates of
inflation. The death benefit and cash surrender value for a contract would be
different from those shown if the actual rates of return averaged 0%, 6%, 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.


                                       T9


<PAGE>



                 PRUSELECT III VARIABLE LIFE INSURANCE CONTRACT
                          CASH VALUE ACCUMULATION TEST
                 TYPE C (RETURN OF PREMIUM AT 6%) DEATH BENEFIT
               MALE GUARANTEED ISSUE SELECT PREFERRED ISSUE AGE 45
                        $1,000,000 BASIC INSURANCE AMOUNT
            ASSUME PAYMENT OF $54,730 ANNUAL PREMIUMS FOR SEVEN YEARS
                        USING MAXIMUM CONTRACTUAL CHARGES


<TABLE>
<CAPTION>
                                              Death Benefit (1)                                 Surrender Value (1)
                                ----------------------------------------------     ----------------------------------------------
                                     Assuming Hypothetical Gross (and Net)              Assuming Hypothetical Gross (and Net)
                Premiums                 Annual Investment Return of                       Annual Investment Return of
   End of     Accumulated       ----------------------------------------------     ----------------------------------------------
   Policy    at 4% Interest         0% Gross       6% Gross        12% Gross           0% Gross       6% Gross        12% Gross
    Year        Per Year         (-1.14% Net)     (4.86% Net)    (10.86% Net)       (-1.14% Net)     (4.86% Net)    (10.86% Net)
 ----------  --------------     --------------  --------------  --------------     --------------  --------------  --------------

<S>            <C>                <C>             <C>            <C>                  <C>             <C>            <C>
     1         $   56,919         $1,058,014      $1,058,014     $ 1,058,014          $ 41,850        $ 44,262       $   46,678
     2         $  116,115         $1,119,508      $1,119,508     $ 1,119,508          $ 82,906        $ 90,115       $   97,621
     3         $  177,679         $1,184,693      $1,184,693     $ 1,184,693          $119,022        $133,491       $  149,161
     4         $  241,705         $1,253,788      $1,253,788     $ 1,253,788          $154,243        $178,517       $  205,876
     5         $  308,293         $1,327,029      $1,327,029     $ 1,327,029          $180,294        $217,005       $  260,082
     6         $  377,544         $1,404,665      $1,404,665     $ 1,404,665          $213,495        $265,365       $  328,762
     7         $  449,565         $1,486,958      $1,486,958     $ 1,486,958          $245,510        $315,359       $  404,321
     8         $  467,547         $1,516,176      $1,516,176     $ 1,516,176          $234,337        $322,533       $  440,487
     9         $  486,249         $1,547,146      $1,547,146     $ 1,547,146          $222,240        $329,147       $  479,931
    10         $  505,699         $1,579,975      $1,579,975     $ 1,579,975          $209,064        $335,040       $  522,953
    15         $  615,260         $1,776,138      $1,776,138     $ 1,776,138          $120,122        $346,058       $  805,225
20 (Age 65)    $  748,558         $        0(2)   $2,038,647     $ 2,159,800          $      0(2)     $289,658       $1,248,440
    25         $  910,735         $        0      $2,389,944     $ 2,958,528          $      0        $ 54,663       $1,921,122
    30         $1,108,049         $        0      $        0(2)  $ 4,046,582          $      0        $      0(2)    $2,911,210
    35         $1,348,111         $        0      $        0     $ 5,541,723          $      0        $      0       $4,329,471
    40         $1,640,183         $        0      $        0     $ 7,620,718          $      0        $      0       $6,350,599
    45         $1,995,533         $        0      $        0     $10,512,657          $      0        $      0       $9,221,629
</TABLE>

(1)  Assumes no Contract loan has been made.

(2)  Based on a gross return of 6%, the Contract would go into default in policy
     year 26, unless an additional premium payment was made. Based on a gross
     return of 0%, the Contract would go into default in policy year 20, unless
     an additional premium payment was made.

The hypothetical investment rates of return shown above and elsewhere in this
prospectus are illustrative only and should not be deemed a representation of
past or future investment rates of return. Actual rates of return may be more or
less than those shown and will depend on a number of factors including the
investment allocations made by an owner, prevailing interest rates, and rates of
inflation. The death benefit and cash surrender value for a contract would be
different from those shown if the actual rates of return averaged 0%, 6%, 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.


                                       T10

<PAGE>

CONTRACT LOANS

You may borrow from Pruco Life of New Jersey an amount up to the current loan
value of your Contract less any existing Contract debt using the Contract as the
only security for the loan. The loan value at any time is equal to 90% of the
Contract Fund value. A Contract in default has no loan value. The minimum loan
amount you may borrow is $200.

Interest charged on a loan accrues daily. Interest is due on each Contract
anniversary or when the loan is paid back, whichever comes first. If interest is
not paid when due, it becomes part of the loan and we will charge interest on
it, too. Except in the case of preferred loans, we charge interest at an
effective annual rate of 5%.

A portion of any amount you borrow on or after the 10th Contract anniversary may
be considered a preferred loan if the Contract has not been surrendered for
fixed reduced paid-up insurance. Fixed reduced paid-up insurance is available
only in the state of New York. See SURRENDER OF A CONTRACT, page 21. The maximum
preferred loan amount is the total amount you may borrow minus the total net
premiums paid (net premiums equal premiums paid less total withdrawals, if any).
If the net premium amount is less than zero, we will, for purposes of this
calculation, consider it to be zero. Only new loans borrowed after the 10th
Contract anniversary may be considered preferred loans. Standard loans will not
automatically be converted into preferred loans. Preferred loans are charged
interest at an effective annual rate of 4.25%.

The Contract debt is the amount of all outstanding loans plus any interest
accrued but not yet due. If at any time the Contract debt equals or exceeds the
Contract Fund, the Contract will go into default. See LAPSE AND REINSTATEMENT,
page 22. If the Contract debt equals or exceeds the Contract Fund and you fail
to keep the Contract inforce, the amount of unpaid Contract debt will be treated
as a distribution which may be taxable. See TAX TREATMENT OF CONTRACT BENEFITS,
page 27.

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

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

Any Contract debt will directly reduce a Contract's cash value and will be
subtracted from the death benefit to determine the amount payable. In addition,
even if the loan is fully repaid, it may have an effect on future death benefits
because the investment results of the selected investment options will apply
only to the amount remaining invested under those options. The longer the loan
is outstanding, the greater the effect is likely to be. The effect could be
favorable or unfavorable. If investment results are greater than the rate being
credited on the amount of the loan while the loan is outstanding, values under
the Contract will not increase as rapidly as they would have if no loan had been
made. If investment results are below that rate, Contract values will be higher
than they would have been had no loan been made.

When you repay all or part of a loan, we will increase the portion of the
Contract Fund in the investment options by the amount of the loan you repay
using the investment allocation for future premium payments as of the loan
payment date, plus interest credits accrued on the loan since the last
transaction date. If loan interest is paid when due, it will not change the
portion of the Contract Fund allocated to the investment options. We reserve the
right to change the manner in which we allocate loan repayments.


                                       26

<PAGE>


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 is sold by registered
representatives of Prusec who are also authorized by state insurance departments
to do so. The Contract may also be sold through other broker-dealers authorized
by Prusec and applicable law to do so. Registered representatives of such other
broker-dealers may be paid on a different basis than described below.

Generally, representatives will receive a commission of no more than: (1) 20% of
the premiums received in the first year on premiums up to the Target Premium
(referred to as "segment allocation amount" in your Contract); (2) 12% of
premiums received in years two through 10 on premiums up to the Target Premium;
and (3) 2% on premiums received in the first 10 years in excess of the Target
Premium or received after 10 years. If the basic insurance amount is increased,
representatives will generally receive a commission of no more than: (1) 20% of
the premiums received up to the Target Premium for the increase received in the
first year; (2) 12% of the premiums received up to the Target Premium for years
two through 10; and (3) 2% on other premiums received for the increase.
Moreover, trail commissions of up to 0.05% of the Contract Fund may be paid as
of the end of each calendar quarter for years six through 20 and .025%
thereafter. Representatives with less than 4 years of service may receive
compensation on a different basis. Representatives who meet certain productivity
or persistency standards may be eligible for additional compensation.

TAX TREATMENT OF CONTRACT BENEFITS

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

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

In order to meet the definition of life insurance rules for federal income tax
purposes, the Contract must satisfy one of the two following tests: (1) Cash
Value Accumulation Test or (2) Guideline Premium Test. At issue, the Contract
owner chooses which of these two tests will apply to their Contract. This choice
cannot be changed thereafter.

Under the Cash Value Accumulation Test, the Contract must maintain a minimum
ratio of death benefit to cash value. Therefore, in order to ensure that the
Contract qualifies as life insurance, the Contract's basic insurance amount may
increase as the Contract Fund value increases. The death benefit, at all times,
must be at least equal to the Contract Fund multiplied by the applicable
attained age factor. A listing of attained age factors can be found on the data
pages of your Contract.

Under the Guideline Premium Test, there is a limit as to the amount of premium
that can be paid into the Contract in relation to the death benefit. In
addition, there is a minimum ratio of death benefit to cash value associated
with this test. This ratio, however, is less than the required ratio under the
Cash Value Accumulation test. Therefore, the death benefit required under this
test is generally lower than that of the Cash Value Accumulation test.

The selection of the definition of life insurance test most appropriate for you
is dependent on several factors, including the insured's age at issue, actual
Contract earnings, and whether or not the Contract is classified as a Modified
Endowment Contract. You should consult your own qualified tax adviser for
complete information and advice with respect to the selection of the definition
of life insurance test.


                                       27
<PAGE>



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

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

     o    the Contract's death benefit will be income 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 insure 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 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    Loans you take against the Contract are ordinarily treated as debt and
          are not considered distributions subject to tax. However, there is
          some risk the Internal Revenue Service might assert that the preferred
          loan should be treated as a distribution for tax purposes because of
          the relatively low differential between the loan interest rate and
          Contract's crediting rate. Were the Internal Revenue Service to take
          this position, Pruco Life of New Jersey would take reasonable steps to
          avoid this result, including modifying the Contract's loan provisions.

     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 in amounts that are too large 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 exceeds the premiums paid for the Contract
          increased by the amount of any loans previously included in income and
          reduced by any untaxed amounts previously received other than the
          amount of any loans excludable from income. An assignment of a
          Modified Endowment Contract is taxable in the same way. These rules
          also apply to pre-death distributions, including loans and
          assignments, made during the two-year period before the time that the
          Contract became a Modified Endowment Contract.

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

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


                                       28
<PAGE>


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.

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. Employers and employee organizations considering
the purchase of a Contract should consult their legal advisers to determine
whether purchase of a Contract based on sex-distinct actuarial tables is
consistent with Title VII of the Civil Rights Act of 1964 or other applicable
law.

EXCHANGE RIGHT

In the state of New York, you have the right to exchange the Contract for a
fixed benefit insurance plan issued by The Prudential Insurance Company of
America on the insured's life. Such an exchange is permitted within the first 18
months after a Contract is issued, so long as the Contract is not in default.
This is a general account policy with guaranteed minimum values. No evidence of
insurability will be required to make an exchange. The new policy will have the
same issue date and risk classification for the insured as the original
Contract. The exchange may be subject to an equitable adjustment in premiums and
values, and a payment may be required. You may wish to obtain tax advice before
effecting such an exchange.

OTHER GENERAL CONTRACT PROVISIONS

ASSIGNMENT. This Contract may not be assigned if the assignment would violate
any federal, state or local law or regulation prohibiting sex distinct rates for
insurance. Generally, the Contract may not be assigned to an employee benefit
plan or program without Pruco Life 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.


                                       29
<PAGE>


MISSTATEMENT OF AGE OR SEX. If the insured's stated age or sex or both are
incorrect in the Contract, Pruco Life of New Jersey will adjust the death
benefits payable and any amount to be paid, as required by law, to reflect the
correct age and sex. Any such benefit will be based on what the most recent
deductions from the Contract Fund would have provided at the insured's correct
age and sex.

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

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

VOTING RIGHTS

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

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

The number of 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 applicable 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 applicable 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 a Fund's portfolios, or to approve or disapprove an investment advisory
contract for a 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 a 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.


                                       30
<PAGE>


SUBSTITUTION OF FUND SHARES

Although Pruco Life of New Jersey believes it to be unlikely, it is possible
that in the judgment of its management, one or more of the portfolios of the
Funds 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, may be required. Contract owners will be notified of any such
substitution.

REPORTS TO CONTRACT OWNERS

Once each year, Pruco Life of New Jersey will send you a statement that provides
certain information pertinent to your own Contract. This statement will detail
values, transactions made and specific Contract data that apply only to your
particular Contract. You will also be sent annual and semi-annual reports of the
Funds showing the financial condition of the portfolios and the investments held
in each portfolio.

STATE REGULATION

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

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

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

EXPERTS

The financial statements 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 Nancy Davis,
FSA, MAAA, Vice President and Actuary of Prudential, whose opinion is filed as
an exhibit to the registration statement.


LITIGATION AND REGULATORY PROCEEDINGS

We are subject to legal and regulatory actions in the ordinary course of our
business, including class actions. Our pending legal and regulatory actions
include proceedings specific to us and proceedings generally applicable to
business practices in the industry in which we operate. In our insurance
operations, we are subject to class actions and individual suits involving a
variety of issues, including sales practices, claims payment and denial of
benefit matters and payment of service fees.

In certain of our pending legal and regulatory actions, large and/or
indeterminate amounts are sought, including punitive or exemplary damages. The
following is a summary of pending proceedings against us and/or our parent, The
Prudential Insurance Company of America ("Prudential"), which we currently
believe are significant. Unless otherwise indicated, when we use the terms "we,"
"us," or "our," in the following discussion, we are referring to both Prudential
and Pruco Life of New Jersey.



                                       31
<PAGE>



LIFE INSURANCE SALES PRACTICES ISSUES

We have been subject to substantial regulatory investigations and civil
litigation involving alleged deceptive life insurance sales practices engaged in
by us and our insurance agents in violation of state and federal laws. The sales
practices alleged to have occurred are contrary to our policy.

In April 1995, a Multi-State Life Insurance Task Force (the "Task Force"),
comprised of insurance regulators from 29 states and the District of Columbia,
was formed to conduct a review of sales and marketing practices throughout the
life insurance industry. Prudential was the initial focus of the Task Force
examination. In July 1996, the Task Force released its report on its activities
(the "Task Force Report"). The Task Force Report found that some sales of life
insurance policies, including life insurance policies issued by Pruco Life of
New Jersey, had been improper (principally relating to improper financed
insurance sales, improper representations in sales involving abbreviated payment
plans and insurance improperly sold primarily as an investment rather than as
life insurance) and that efforts to prevent such practices were not sufficiently
effective. Pruco Life of New Jersey was not named in the Task Force Report, but
the report covered the sales of Pruco Life of New Jersey policies. Based on
these findings, the Task Force recommended, and Prudential agreed to, various
changes in our sales and other business practices controls (including as to the
training, supervision and discipline of agents and field management) and a
series of fines allocated to all 50 states and the District of Columbia. In
addition, the Task Force and Prudential agreed upon a remediation program
pursuant to which relief would be offered to policyholders who were misled when
they purchased individual permanent life insurance policies in the United States
from 1982 through 1995. By March 1997, Prudential had entered into consent
orders with insurance regulatory authorities in all 50 states and the District
of Columbia in which such authorities adopted the Task Force Report and agreed
to accept this remediation program as enhanced by the Class Action Settlement
discussed below (the "Remediation Program") and the payment of approximately $65
million in fines, penalties and related payments to resolve with these
authorities the sales practices issues identified by the Task Force's
examination (each such agreement a "State Settlement").

Commencing in February 1995, a number of individual and alleged class civil
actions were filed against Prudential and Pruco Life of New Jersey alleging
improprieties in connection with the sale, servicing and operation of permanent
individual life insurance policies. These actions were consolidated and
transferred by the Judicial Panel on Multi-District Litigation to the United
States District Court for the District of New Jersey (the "District Court"). In
September 1996, the plaintiffs in the alleged class actions in the consolidated
proceeding joined in the filing of an amended consolidated class action against
us (the "Class Action") and the pending individual actions (the "Individual
Actions") were stayed. The principal allegations of the Class Action were that
individual permanent life insurance was improperly sold through alleged
misrepresentations concerning the use of an existing policy's value or dividend
stream to purchase or maintain another policy (i.e., financed insurance sales),
alleged misrepresentations relating to the number of out-of-pocket cash premiums
required to be paid for a policy or the realization of specified benefits (i.e.,
"vanishing premium" or abbreviated payment plans) and alleged misrepresentations
of the insurance product sold as an investment rather than a life insurance
policy.

In October 1996, we entered into a Stipulation of Settlement (the "Class Action
Settlement") in the Class Action covering all persons who own or owned at
termination of the policy, an individual permanent life insurance policy issued
in the United States by Prudential and Pruco Life of New Jersey during the
period January 1, 1982 through December 31, 1995 (each a "Covered Policy") other
than those opting out of the Class Action Settlement, those who had previously
settled with us who were represented by counsel, the owners of certain
corporate-owned life insurance or trust-owned life insurance policies and a
limited number of other specified policyholders (the "Class Members"). The Class
Action Settlement proposed to settle the Class Action by adopting the
Remediation Program described in the Task Force Report and previously accepted
in the initial State Settlements plus specified enhancements and changes,
including some additional remedies. In addition, it was agreed in the Class
Action Settlement that the total pre-tax cost of remedies for the claims filed
through the ADR process of the Remediation Program described below would result
in a minimum average cost per remedy of $2,364 for the first 330,000 claims
remedied. It was also agreed that the ADR participants would be provided with
additional compensation to be determined by a formula that would range in
aggregate amount from $50 million to $300 million depending on the total number
of claims remedied, which would be distributed as determined by the District
Court at the end of the ADR claim evaluation process described below. It was
agreed in the Class Action Settlement that the aggregate amount of pre-tax cost
for remedies granted through the Alternative Dispute Resolution ("ADR") process
and the additional compensation to be distributed at the end of the ADR process
would in no event be less than $410 million. The Class Action Settlement
releases Prudential and Pruco Life of New Jersey from all claims that have been
asserted by Class Members and bars Class Members from asserting any other claims
with respect to the sales, servicing or administration of the Covered Policies.


                                       32
<PAGE>



In October 1996, a notice of the Class Action and proposed Class Action
Settlement was provided to the owners of the approximately 10.7 million Covered
Policies, giving each owner the opportunity to opt out of the Class Action in
order to pursue alternative remedies. Owners of approximately 21,800 Covered
Policies elected to be excluded from the Class Action Settlement (the "Opt-Out
Policyholders"). In January 1997, the District Court sanctioned and fined
Prudential $1 million for failure to properly implement procedures for its
employees to retain documents in violation of the District Court's order that
required the parties to preserve all documents relevant to the resolution of the
Class Action and the Remediation Program. The District Court ordered Prudential
to implement a document retention policy and directed that an independent expert
be engaged to investigate the extent of document destruction and its impact on
the Remediation Program, so that claim evaluations would take into account any
failure to retain materials relevant to the claim. In March 1997, the District
Court issued an order certifying the class for settlement purposes only and
approving the amended Class Action Settlement as fair to Class Members. In July
1998, this order was affirmed on appeal by the U.S. Court of Appeals for the
Third Circuit, although the issue of class counsel's fees was sent back to the
District Court for review. In January 1999, the U.S. Supreme Court denied a writ
of certiorari filed by certain Class Members objecting to the Class Settlement.
The approval of the settlement is now final and unappealable, although the
District Court has retained jurisdiction over the administration, execution,
enforcement and interpretation of the settlement.

The Remediation Program offered two alternative forms of relief: participation
in the ADR process or Basic Claim Relief. The ADR process was designed to permit
policyholders who believe they were misled regarding the sale of their policies
to submit claims for relief through a no-cost dispute resolution process with
certain specified safeguards to protect policyholders. The ADR process has
provided for an individual review of each claim with remedies tailored to the
type of claim and the available evidence concerning the claim, including any
evidence of document destruction by us. Remedies under the ADR process have
included, among other things: return of policy values improperly used;
cancellation of an unwanted policy and refund of some or all premiums paid
including interest; agreement that the policyholder need not make future
payments for some or all premiums due; or issuance of a substitute product. The
ADR process does not guarantee that there will be a determination in the
policyholder's favor providing for any relief or remedy. Basic Claim Relief has
provided a choice of specified remedies without a claim or showing that any
improper sales practices occurred. The Basic Claim Relief options have included
preferred rate premium loans and annuities, mutual fund shares or life insurance
policies with certain benefits or values that we will enhance.

Pursuant to the Class Action Settlement and the State Settlements, beginning in
February 1997, Remediation Program packages were mailed to Class Members (i.e.,
the owners of the 10.7 million Covered Policies, other than Opt-Out
Policyholders) informing them of their options under the Remediation Program.
The owners of approximately 1.16 million Covered Policies indicated an intent to
file an ADR claim and were provided an ADR claim form for completion and
submission. The ADR process generally has required that individual claim forms
and files be reviewed by Prudential and by one or more independent claim
evaluators. Approximately 649,000 claim forms were completed and returned by
policyholders and virtually all decision letters had been mailed to claimants as
of February 28, 1999. In many instances, claimants have the right to "appeal"
the decision to an independent reviewer. We believe that the bulk of such
appeals will be resolved in 1999. The owners of approximately 503,000 policies
indicated an interest in a Basic Claim Relief Remedy.

In a related matter, the NASD examined our individual life insurance
broker-dealer's (Pruco Securities Corporation) sales practices with respect to
SEC-registered variable life insurance products sold in the United States from
1983 through 1995, as well as the public. In July 1999, Pruco Securities
Corporation entered into a settlement agreement with the NASD that included
findings by the NASD of improper sales practices affecting the sale of some of
our variable life insurance products similar to those cited by the Task Force
and inadequate supervision. This settlement agreement censured Pruco Securities,
required the retention of an independent consultant to review Pruco Securities'
policies and procedures relevant to the NASD's findings, and levied a $20
million fine. This settlement did not change the Remediation Program or add to
our obligations to claimants in the Remediation Program or other policyholders.

On September 2, 1999, the Insurance Department of the State of New York formally
adopted a Report of Examination based on the Department's review, for the years
1996 and 1997, of Prudential's individual life insurance sales practices
controls and various company recordkeeping, reporting and filing requirements.
Significantly, the examination report did not identify problems with sales
practices controls or the steps taken to implement the recommendations contained
in the Task Force Report described above. However, the examiners did cite
violations relating to some of Prudential's advertisements and advertising
files, the use of unfiled policy forms in what is now a discontinued line of
business, various problems related to the back-office maintenance of new
business and complaint files, and the inability to produce all requested
documents and data in a timely manner. The Department also concluded that
Prudential failed



                                       33
<PAGE>


to adequately facilitate its examination. These matters were resolved by entry
of a Stipulation in which Prudential agreed to pay a fine of $1.5 million and
agreed that the Auditing Committee of its Board of Directors would provide
semi-annual reports for a three year period to the New York Department
describing the status of steps taken to remedy the issues cited in the Report of
Examination.

We remain subject to oversight and review by insurance regulators and other
regulatory authorities with respect to our sales practices and the conduct of
the Remediation Program. The releases granted by the state insurance regulatory
authorities pursuant to the State Settlements do not become final until the
Remediation Program has been completed without any material changes to which
those regulators have not agreed. The Class Action Settlement does not cover:
policies other than individual permanent life insurance policies issued in the
United States; any type of policy issued prior to 1982 or after 1995; the
Opt-Out Policyholders, some of whom are proceeding with their own individual or
putative class actions; and individual actions not barred by the Class Action
Settlement. Prudential agreed to indemnify Pruco Life of New Jersey for losses,
if any, resulting from claims arising from sales practice violations that
occurred between 1982 and 1995. We believe that no other litigation is being
brought against Pruco Life of New Jersey that would have a material effect on
its financial position.

In 1996, Prudential established a reserve to cover the cost of remedying
policyholder claims of $410 million, as agreed to in the Class Action
Settlement. Prudential had no better information available at that time upon
which to make a reasonable estimate of losses. Prudential also incurred charges
or reserves to cover administrative costs related to the ADR process, regulatory
fines, penalties and related payments, litigation costs and settlements, and
other fees and expenses associated with the resolution of sales practices issues
("Additional Sales Practices Costs") aggregating $715 million. In 1997, based on
additional information derived from claim sampling techniques, the terms of the
settlement and the number of claim forms received, management increased the
estimated liability for the cost of remedying policyholder claims in the ADR
process by $1.64 billion before taxes to approximately $2.05 billion before
taxes, of which $1.80 billion was funded in a settlement trust. Prudential also
incurred charges or additional reserves to cover Additional Sales Practices
Costs aggregating $390 million. Prudential expressly noted that additional cost
items were anticipated that could not be fully evaluated at that time. In 1998,
based on estimates derived from an analysis of claims actually remedied
(including interest) and a sample of claims still to be remedied (both estimates
included the additional liability associated with the results of the
investigation by the independent expert regarding the impact of document
destruction on the ADR program) and an estimate of additional liabilities
associated with a claimant's right to "appeal" the decision, the estimated
liability was increased for the cost of ADR remedies by $510 million before
taxes to a total of $2.56 billion before taxes, all of which has been funded in
the settlement trust. Prudential also incurred charges or established additional
reserves to cover Additional Sales Practices Costs aggregating $640 million.

While Prudential believes it has adequately reserved in all material respects
based on information currently available, the ultimate amount of the total cost
of remedying policyholder claims and related costs is dependent on complex and
varying factors, including the relief options to be chosen by claimants, the
dollar value of those options, and the number and type of claims that may
successfully be appealed. As with any litigation, the litigation by Opt-Out
Policyholders and the Individual Actions are subject to many uncertainties, and,
given the complexity and scope of these suits, their outcome cannot be predicted
with precision.


YEAR 2000 COMPLIANCE

The Year 2000 issue is best understood as a computer hardware and software
problem involving the way dates are stored and processed in computer systems.
The services provided to you as a purchaser of a PruSelect(SM) III Life
Insurance Contract depend on the smooth functioning of these 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 system 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 such
as telephones, 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
PruSelect(SM) III Life Insurance Contract could experience problems resulting
from the Year 2000 issue. Please refer to the mutual fund prospectus for
information regarding their approach to Year 2000 concerns.

To address this potential problem Prudential, as the ultimate parent company of
Pruco Life of New Jersey, has


                                       34
<PAGE>


organized its Year 2000 efforts around the following three areas:

o    Business Applications - Computer programs directly used to support our
     business.

o    Infrastructure - Computers and other business equipment such as telephones
     and fax machines.

o    Business Partners - Year 2000 readiness of essential business partners.


Business Applications. The business applications component includes a wide range
of computer programs that directly support Prudential's business operations
including applications used for insurance product administration, securities
trading, personnel record keeping and general accounting systems. All business
applications have been analyzed to determine whether each computer program with
a Year 2000 problem should be retired, replaced or renovated. Renovation,
replacement, and retirement of business applications are now complete. Newly
developed or purchased programs were rigorously tested prior to their use.

Infrastructure. As with business applications, we have established a specific
methodology and process for addressing infrastructure issues. The infrastructure
effort includes mainframe computer system hardware and operating system
software, mid-range systems and servers, telecommunications equipment and
systems, buildings and facilities systems, personal computers and vendor
hardware and software. With the exception of personal computers, which are
scheduled for completion by October 31, 1999, infrastructure systems are
substantially complete.


Business Partners. Early in the Year 2000 program, Prudential recognized the
importance of determining the Year 2000 readiness of external business
relationships, especially those that involve electronic data transfer services
and products that impact our essential business processes. We first classified
each business partner as a "priority" or "non-priority" to our business and then
began to develop risk assessment and contingency plans to address the
possibility that a business partner could experience a Year 2000 failure. All
priority and non-priority business partner relationships have been assessed and
contingency planning is complete. We will continue to assess our risk, review
and update our contingency planning and assess any new business partners until
2000 in an effort to minimize risk.



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 be
approximately $230 million. Because these expenses were part of the operating
budget, they do not impact the management of PruSelect(SM) III 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
PruSelect(SM) III 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 cannot be 100% 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 of on
Prudential's results of operations, liquidity, or financial position. If
Prudential is unable to achieve Year 2000 compliance on a timely basis, we may
have difficulty in responding to your incoming phone calls, calculating your
unit values or processing withdrawals and purchase payment. It is also possible
that the mutual funds associated with the PruSelect(SM) III Life Insurance
Contract will be unable to value their securities, in turn creating difficulties
in purchasing or selling shares of the mutual fund and calculating corresponding
unit asset values. The objective of Prudential's Year 2000 program is to reduce
these risks as much as possible.

Most of the operations of the PruSelect(SM) III 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 applications or infrastructure
components. Prudential will continue to review and update its contingency plans
until 2000 in an effort to reduce the level of uncertainty about the effect of
the Year 2000 issue and further minimize risk. Prudential believes that with the
completion of its Year 2000 program as scheduled, the possibility of significant
interruptions of normal operations will be reduced.


                                       35
<PAGE>


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.



                                       36
<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.


                                       37

<PAGE>

                             FINANCIAL STATEMENTS OF
                 THE PRUSELECT III VARIABLE LIFE SUBACCOUNTS OF
              PRUCO LIFE OF NEW JERSEY VARIABLE APPRECIABLE ACCOUNT

STATEMENTS OF NET ASSETS (UNAUDITED)
June 30, 1999

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

                                                       MONEY         DIVERSIFIED
                                                       MARKET            BOND
                                                     PORTFOLIO        PORTFOLIO
                                                    ------------    ------------

ASSETS
  Investment in The Prudential Series Fund, Inc.
    Portfolios at net asset value [Note 3] .....    $  7,439,698    $ 23,871,167
                                                    ------------    ------------
  Net Assets ...................................    $  7,439,698    $ 23,871,167
                                                    ============    ============

NET ASSETS, representing:
  Equity of contract owners ....................    $  7,439,698    $ 23,871,167
                                                    ------------    ------------
                                                    $  7,439,698    $ 23,871,167
                                                    ============    ============

           SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A11 THROUGH A15


                                       A1
<PAGE>

<TABLE>
<CAPTION>
                                                                                  SUBACCOUNTS (CONTINUED)
                                                    --------------------------------------------------------------------------------
                                                                                                         HIGH
                                                                     FLEXIBLE      CONSERVATIVE          YIELD         STOCK
                                                      EQUITY          MANAGED        BALANCED            BOND          INDEX
                                                     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] .....    $206,897,088    $252,888,348    $117,157,419    $ 32,034,787    $ 73,605,981
                                                    ------------    ------------    ------------    ------------    ------------
  Net Assets ...................................    $206,897,088    $252,888,348    $117,157,419    $ 32,034,787    $ 73,605,981
                                                    ============    ============    ============    ============    ============

NET ASSETS, representing:
  Equity of contract owners ....................    $206,897,088    $252,888,348    $117,157,419    $ 32,034,787    $ 73,605,981
                                                    ------------    ------------    ------------    ------------    ------------
                                                    $206,897,088    $252,888,348    $117,157,419    $ 32,034,787    $ 73,605,981
                                                    ============    ============    ============    ============    ============

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

                                                      EQUITY                         PRUDENTIAL
                                                      INCOME          GLOBAL          JENNISON
                                                     PORTFOLIO       PORTFOLIO        PORTFOLIO
                                                    ------------    ------------    ------------
<S>                                                 <C>             <C>             <C>
ASSETS
  Investment in The Prudential Series Fund, Inc.
    Portfolios at net asset value [Note 3] .....    $ 12,850,718    $ 68,629,826    $ 13,104,278
                                                    ------------    ------------    ------------
  Net Assets ...................................    $ 12,850,718    $ 68,629,826    $ 13,104,278
                                                    ============    ============    ============

NET ASSETS, representing:
  Equity of contract owners ....................    $ 12,850,718    $ 68,629,826    $ 13,104,278
                                                    ------------    ------------    ------------
                                                    $ 12,850,718    $ 68,629,826    $ 13,104,278
                                                    ============    ============    ============
</TABLE>

           SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A11 THROUGH A15


                                       A2
<PAGE>

                             FINANCIAL STATEMENTS OF
                 THE PRUSELECT III VARIABLE LIFE SUBACCOUNTS OF
              PRUCO LIFE OF NEW JERSEY VARIABLE APPRECIABLE ACCOUNT

STATEMENTS OF OPERATIONS
For the six months  ended June 30, 1999 and the years ended  December  31, 1998,
and 1997

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

                                                            MONEY MARKET                                DIVERSIFIED BOND
                                                             PORTFOLIO                                     PORTFOLIO
                                              ----------------------------------------    ----------------------------------------
                                                 1/1/99        1/1/98        1/1/97          1/1/99        1/1/98        1/1/97
                                                   TO            TO            TO              TO            TO            TO
                                                 6/30/99      12/31/98      12/31/97         6/30/99      12/31/98      12/31/97
                                               (UNAUDITED)                                 (UNAUDITED)
                                              ------------  ------------  ------------    ------------  ------------  ------------
<S>                                           <C>           <C>           <C>             <C>           <C>           <C>
INVESTMENT INCOME
  Dividend income ..........................  $    173,660  $    376,466  $    390,865    $          0  $  1,518,983  $  1,730,646
                                              ------------  ------------  ------------    ------------  ------------  ------------

EXPENSES
 Charges to contract owners for assuming
   mortality risk and expense risk [Note 5A]        22,360        43,083        44,046          72,132       147,669       140,877
 Reimbursement for excess expenses
   [Note 5D] ...............................          (939)       (1,102)       (1,630)         (2,541)       (5,945)       (5,701)
                                              ------------  ------------  ------------    ------------  ------------  ------------
NET EXPENSES ...............................        21,421        41,981        42,416          69,591       141,724       135,176
                                              ------------  ------------  ------------    ------------  ------------  ------------
NET INVESTMENT INCOME (LOSS) ...............       152,239       334,485       348,449         (69,591)    1,377,259     1,595,470
                                              ------------  ------------  ------------    ------------  ------------  ------------
NET REALIZED AND UNREALIZED GAIN
  (LOSS) ON INVESTMENTS
    Capital gains distributions received ...             0             0             0          67,535        88,872       276,650
    Realized gain (loss) on shares
      redeemed .............................             0             0             0          28,763        65,294        70,032
    Net change in unrealized gain (loss)
      on investments .......................             0             0             0        (499,036)       22,951      (154,839)
                                              ------------  ------------  ------------    ------------  ------------  ------------
NET GAIN (LOSS) ON INVESTMENTS .............             0             0             0        (402,738)      177,117       191,843
                                              ------------  ------------  ------------    ------------  ------------  ------------
NET INCREASE (DECREASE) IN NET
  ASSETS RESULTING FROM
  OPERATIONS ...............................  $    152,239  $    334,485  $    348,449    $   (472,329) $  1,554,376  $  1,787,313
                                              ============  ============  ============    ============  ============  ============
</TABLE>

           SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A11 THROUGH A15


                                       A3
<PAGE>

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

                                                                  EQUITY                                 FLEXIBLE MANAGED
                                                                PORTFOLIO                                    PORTFOLIO
                                                ----------------------------------------   ----------------------------------------
                                                   1/1/99        1/1/98        1/1/97         1/1/99        1/1/98        1/1/97
                                                     TO            TO            TO             TO            TO            TO
                                                   6/30/99      12/31/98      12/31/97        6/30/99      12/31/98      12/31/97
                                                 (UNAUDITED)                                (UNAUDITED)
                                                ------------  ------------  ------------   ------------  ------------  ------------
<S>                                             <C>           <C>           <C>            <C>           <C>           <C>
INVESTMENT INCOME
  Dividend income ..........................    $    673,423  $  3,479,231  $  3,958,383   $     11,143  $ 10,349,173  $ 10,897,673
                                                ------------  ------------  ------------   ------------  ------------  ------------

EXPENSES
 Charges to contract owners for assuming
   mortality risk and expense risk [Note 5A]         569,919     1,143,923     1,028,832        750,800     2,116,233     2,184,985
 Reimbursement for excess expenses
   [Note 5D] ...............................         (83,657)     (166,679)     (133,380)      (276,632)     (767,447)     (793,096)
                                                ------------  ------------  ------------   ------------  ------------  ------------
NET EXPENSES ...............................         486,262       977,244       895,452        474,168     1,348,786     1,391,889
                                                ------------  ------------  ------------   ------------  ------------  ------------
NET INVESTMENT INCOME (LOSS) ...............         187,161     2,501,987     3,062,931       (463,025)    9,000,387     9,505,784
                                                ------------  ------------  ------------   ------------  ------------  ------------
NET REALIZED AND UNREALIZED GAIN
  (LOSS) ON INVESTMENTS
    Capital gains distributions received ...       3,473,553    20,675,751     9,847,752      2,827,339    27,434,444    56,731,648
    Realized gain (loss) on shares
      redeemed .............................       3,445,159     4,685,572     3,605,717        750,966     8,721,978     2,974,960
    Net change in unrealized gain (loss)
      on investments .......................      20,751,565   (12,015,861)   19,914,304     12,369,464   (22,408,120)  (11,688,757)
                                                ------------  ------------  ------------   ------------  ------------  ------------
NET GAIN (LOSS) ON INVESTMENTS .............      27,670,277    13,345,462    33,367,773     15,947,769    13,748,302    48,017,851
                                                ------------  ------------  ------------   ------------  ------------  ------------
NET INCREASE (DECREASE) IN NET
  ASSETS RESULTING FROM
  OPERATIONS ...............................    $ 27,857,438  $ 15,847,449  $ 36,430,704   $ 15,484,744  $ 22,748,689  $ 57,523,635
                                                ============  ============  ============   ============  ============  ============

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

                                                            CONSERVATIVE BALANCED
                                                                  PORTFOLIO
                                                ----------------------------------------------
                                                   1/1/99           1/1/98           1/1/97
                                                     TO               TO               TO
                                                   6/30/99         12/31/98         12/31/97
                                                 (UNAUDITED)
                                                ------------     ------------     ------------
<S>                                             <C>              <C>              <C>
INVESTMENT INCOME
  Dividend income ..........................    $  1,173,506     $  4,872,397     $  4,982,357
                                                ------------     ------------     ------------

EXPENSES
 Charges to contract owners for assuming
   mortality risk and expense risk [Note 5A]         358,159          713,776          665,939
 Reimbursement for excess expenses
   [Note 5D] ...............................         (95,309)        (183,772)        (163,989)
                                                ------------     ------------     ------------
NET EXPENSES ...............................         262,850          530,004          501,950
                                                ------------     ------------     ------------
NET INVESTMENT INCOME (LOSS) ...............         910,656        4,342,393        4,480,407
                                                ------------     ------------     ------------
NET REALIZED AND UNREALIZED GAIN
  (LOSS) ON INVESTMENTS
    Capital gains distributions received ...         503,534        6,925,741       11,925,141
    Realized gain (loss) on shares
      redeemed .............................         461,247          594,578          961,056
    Net change in unrealized gain (loss)
      on investments .......................       2,538,226          329,870       (4,407,263)
                                                ------------     ------------     ------------
NET GAIN (LOSS) ON INVESTMENTS .............       3,503,007        7,850,189        8,478,934
                                                ------------     ------------     ------------
NET INCREASE (DECREASE) IN NET
  ASSETS RESULTING FROM
  OPERATIONS ...............................    $  4,413,663     $ 12,192,582     $ 12,959,341
                                                ============     ============     ============
</TABLE>

           SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A11 THROUGH A15


                                       A4
<PAGE>

                             FINANCIAL STATEMENTS OF
                 THE PRUSELECT III VARIABLE LIFE SUBACCOUNTS OF
              PRUCO LIFE OF NEW JERSEY VARIABLE APPRECIABLE ACCOUNT

STATEMENTS OF OPERATIONS
For the six months ended June 30, 1999 and the years ended December 31, 1998 and
1997

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

                                                            HIGH YIELD BOND                             STOCK INDEX
                                                              PORTFOLIO                                  PORTFOLIO
                                                ---------------------------------------    --------------------------------------
                                                  1/1/99        1/1/98        1/1/97         1/1/99        1/1/98       1/1/97
                                                    TO            TO            TO             TO            TO           TO
                                                  6/30/99      12/31/98      12/31/97        6/30/99      12/31/98     12/31/97
                                                (UNAUDITED)                                (UNAUDITED)
                                                -----------   -----------   -----------    -----------   -----------  -----------
<S>                                             <C>           <C>           <C>            <C>           <C>          <C>
INVESTMENT INCOME
  Dividend income ..........................    $    85,549   $ 1,994,015   $   568,574    $   163,726   $   540,470  $   188,173
                                                -----------   -----------   -----------    -----------   -----------  -----------
EXPENSES
 Charges to contract owners for assuming
   mortality risk and expense risk [Note 5A]         96,633        97,586        35,704        216,293       207,744       73,231
 Reimbursement for excess expenses
   [Note 5D] ...............................              0             0             0              0             0            0
                                                -----------   -----------   -----------    -----------   -----------  -----------
NET EXPENSES ...............................         96,633        97,586        35,704        216,293       207,744       73,231
                                                -----------   -----------   -----------    -----------   -----------  -----------
NET INVESTMENT INCOME (LOSS) ...............        (11,084)    1,896,429       532,870        (52,567)      332,726      114,942
                                                -----------   -----------   -----------    -----------   -----------  -----------
NET REALIZED AND UNREALIZED GAIN
  (LOSS) ON INVESTMENTS
    Capital gains distributions received ...              0             0             0        261,269     1,074,502      412,169
    Realized gain (loss) on shares
      redeemed .............................       (204,710)     (173,650)       32,615      4,183,594     1,754,137      260,629
    Net change in unrealized gain (loss)
      on investments .......................      1,236,811    (2,569,803)      171,940      4,009,274    11,731,008    2,468,185
                                                -----------   -----------   -----------    -----------   -----------  -----------
NET GAIN (LOSS) ON INVESTMENTS .............      1,032,101    (2,743,453)      204,555      8,454,137    14,559,647    3,140,983
                                                -----------   -----------   -----------    -----------   -----------  -----------
NET INCREASE (DECREASE) IN NET
  ASSETS RESULTING FROM
  OPERATIONS ...............................    $ 1,021,017   $  (847,024)  $   737,425    $ 8,401,570   $14,892,373  $ 3,255,925
                                                ===========   ===========   ===========    ===========   ===========  ===========
</TABLE>

           SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A11 THROUGH A15


                                       A5
<PAGE>

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

                                                           EQUITY INCOME                                  GLOBAL
                                                             PORTFOLIO                                   PORTFOLIO
                                              ----------------------------------------    ---------------------------------------
                                                1/1/99        1/1/98         1/1/97         1/1/99        1/1/98        1/1/97
                                                  TO            TO             TO             TO            TO            TO
                                                6/30/99      12/31/98       12/31/97        6/30/99      12/31/98      12/31/97
                                              (UNAUDITED)                                 (UNAUDITED)
                                              -----------   -----------    -----------    -----------   -----------   -----------
<S>                                           <C>           <C>            <C>            <C>           <C>           <C>
INVESTMENT INCOME
  Dividend income ..........................  $    72,925   $   327,421    $   237,992    $   295,800   $   490,032   $    69,248
                                              -----------   -----------    -----------    -----------   -----------   -----------
EXPENSES
 Charges to contract owners for assuming
   mortality risk and expense risk [Note 5A]       35,955        74,057         53,801        190,912       140,140        31,924
 Reimbursement for excess expenses
   [Note 5D] ...............................            0             0              0              0             0             0
                                              -----------   -----------    -----------    -----------   -----------   -----------
NET EXPENSES ...............................       35,955        74,057         53,801        190,912       140,140        31,924
                                              -----------   -----------    -----------    -----------   -----------   -----------
NET INVESTMENT INCOME (LOSS) ...............       36,970       253,364        184,191        104,888       349,892        37,324
                                              -----------   -----------    -----------    -----------   -----------   -----------
NET REALIZED AND UNREALIZED GAIN
  (LOSS) ON INVESTMENTS
    Capital gains distributions received ...      198,757       721,671        998,911        518,661     2,640,161       352,331
    Realized gain (loss) on shares
      redeemed .............................      179,375       117,016         52,359        308,046        32,172        32,176
    Net change in unrealized gain (loss)
      on investments .......................    1,604,605    (1,610,976)     1,459,574      5,025,142     7,149,778      (672,740)
                                              -----------   -----------    -----------    -----------   -----------   -----------
NET GAIN (LOSS) ON INVESTMENTS .............    1,982,737      (772,289)     2,510,844      5,851,849     9,822,111      (288,233)
                                              -----------   -----------    -----------    -----------   -----------   -----------
NET INCREASE (DECREASE) IN NET
  ASSETS RESULTING FROM
  OPERATIONS ...............................  $ 2,019,707   $  (518,925)   $ 2,695,035    $ 5,956,737   $10,172,003   $  (250,909)
                                              ===========   ===========    ===========    ===========   ===========   ===========

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

                                                        PRUDENTIAL JENNISON
                                                              PORTFOLIO
                                              -------------------------------------------
                                                1/1/99          1/1/98          1/1/97
                                                  TO              TO              TO
                                                6/30/99        12/31/98        12/31/97
                                              (UNAUDITED)
                                              -----------     -----------     -----------
<S>                                           <C>             <C>             <C>
INVESTMENT INCOME
  Dividend income ..........................  $     3,265     $    10,621     $     5,371
                                              -----------     -----------     -----------
EXPENSES
 Charges to contract owners for assuming
   mortality risk and expense risk [Note 5A]       30,963          29,296          13,312
 Reimbursement for excess expenses
   [Note 5D] ...............................            0               0               0
                                              -----------     -----------     -----------
NET EXPENSES ...............................       30,963          29,296          13,312
                                              -----------     -----------     -----------
NET INVESTMENT INCOME (LOSS) ...............      (27,698)        (18,675)         (7,941)
                                              -----------     -----------     -----------
NET REALIZED AND UNREALIZED GAIN
  (LOSS) ON INVESTMENTS
    Capital gains distributions received ...       77,450         104,664         171,556
    Realized gain (loss) on shares
      redeemed .............................       45,923          27,074          16,410
    Net change in unrealized gain (loss)
      on investments .......................    1,279,702       1,492,381         364,364
                                              -----------     -----------     -----------
NET GAIN (LOSS) ON INVESTMENTS .............    1,403,075       1,624,119         552,330
                                              -----------     -----------     -----------
NET INCREASE (DECREASE) IN NET
  ASSETS RESULTING FROM
  OPERATIONS ...............................  $ 1,375,377     $ 1,605,444     $   544,389
                                              ===========     ===========     ===========
</TABLE>

           SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A11 THROUGH A15


                                       A6
<PAGE>

                             FINANCIAL STATEMENTS OF
                 THE PRUSELECT III VARIABLE LIFE SUBACCOUNTS OF
              PRUCO LIFE OF NEW JERSEY VARIABLE APPRECIABLE ACCOUNT

STATEMENTS OF CHANGES IN NET ASSETS
For the six months ended June 30, 1999 and the years ended December 31, 1998 and
1997

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

                                                           MONEY MARKET                                DIVERSIFIED BOND
                                                            PORTFOLIO                                     PORTFOLIO
                                             ----------------------------------------    ----------------------------------------
                                                1/1/99        1/1/98        1/1/97         1/1/99         1/1/98        1/1/97
                                                  TO            TO            TO              TO             TO            TO
                                                6/30/99      12/31/98      12/31/97        6/30/99       12/31/98      12/31/97
                                              (UNAUDITED)                                (UNAUDITED)
                                             ------------  ------------  ------------    ------------  ------------  ------------
<S>                                          <C>           <C>           <C>             <C>           <C>           <C>
OPERATIONS:
  Net investment income (loss) ............  $    152,239  $    334,485  $    348,449    $    (69,591) $  1,377,259  $  1,595,470
  Capital gains distributions received ....             0             0             0          67,535        88,872       276,650
  Realized gain on shares redeemed ........             0             0             0          28,763        65,294        70,032
  Net change in unrealized gain (loss) on
    investments ...........................             0             0             0        (499,036)       22,951      (154,839)
                                             ------------  ------------  ------------    ------------  ------------  ------------


NET INCREASE (DECREASE) IN
  NET ASSETS RESULTING FROM
  OPERATIONS ..............................       152,239       334,485       348,449        (472,329)    1,554,376     1,787,313
                                             ------------  ------------  ------------    ------------  ------------  ------------

PREMIUM PAYMENTS
  AND OTHER OPERATING TRANSFERS
  Contract Owner Net Payments .............       (22,830)      362,297       505,183          76,774     1,209,116     1,404,553
  Policy Loans ............................       (98,702)     (147,149)     (409,790)       (254,157)     (529,009)     (473,054)
  Policy Loan Repayments and Interest .....       154,985       265,406       140,076         245,968       421,496       409,993
  Surrenders, Withdrawals and Death
    Benefits ..............................      (275,114)     (627,277)     (550,152)       (641,251)   (1,336,342)   (1,502,838)
  Net Transfers from (to) Other Subaccounts
    or Fixed Rate Option ..................       171,588       538,372      (156,879)       (128,779)      682,202       194,525
  Administrative and Other Charges ........      (116,638)     (246,028)     (301,944)       (287,554)     (621,531)     (732,626)
                                             ------------  ------------  ------------    ------------  ------------  ------------


NET INCREASE (DECREASE) IN NET
  ASSETS RESULTING FROM PREMIUM
  PAYMENTS AND OTHER OPERATING
  TRANSFERS ...............................      (186,711)      145,621      (773,506)       (988,999)     (174,068)     (699,447)


NET INCREASE (DECREASE) IN NET
  ASSETS RETAINED IN THE
  ACCOUNT [Note 7] ........................             0       (15,018)      (99,078)              0        (2,680)      (57,377)


TOTAL INCREASE (DECREASE) IN NET
  ASSETS ..................................       (34,472)      465,088      (524,135)     (1,461,328)    1,377,628     1,030,489
                                             ------------  ------------  ------------    ------------  ------------  ------------


NET ASSETS:
  Beginning of period .....................     7,474,170     7,009,082     7,533,217      25,332,495    23,954,867    22,924,378
                                             ------------  ------------  ------------    ------------  ------------  ------------
  End of period ...........................  $  7,439,698  $  7,474,170  $  7,009,082    $ 23,871,167  $ 25,332,495  $ 23,954,867
                                             ============  ============  ============    ============  ============  ============
</TABLE>

           SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A11 THROUGH A15


                                       A7
<PAGE>

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

                                                             EQUITY                                    FLEXIBLE MANAGED
                                                            PORTFOLIO                                     PORTFOLIO
                                             ----------------------------------------    ----------------------------------------
                                                1/1/99        1/1/98        1/1/97          1/1/99        1/1/98         1/1/97
                                                  TO            TO            TO              TO            TO             TO
                                                6/30/99      12/31/98      12/31/97         6/30/99      12/31/98       12/31/97
                                              (UNAUDITED)                                 (UNAUDITED)
                                             ------------  ------------  ------------    ------------  ------------  ------------
<S>                                          <C>           <C>           <C>             <C>           <C>           <C>
OPERATIONS:
  Net investment income (loss) ............  $    187,161  $  2,501,987  $  3,062,931    $   (463,025) $  9,000,387  $  9,505,784
  Capital gains distributions received ....     3,473,553    20,675,751     9,847,752       2,827,339    27,434,444    56,731,648
  Realized gain on shares redeemed ........     3,445,159     4,685,572     3,605,717         750,966     8,721,978     2,974,960
  Net change in unrealized gain (loss) on
    investments ...........................    20,751,565   (12,015,861)   19,914,304      12,369,464   (22,408,120)  (11,688,757)
                                             ------------  ------------  ------------    ------------  ------------  ------------


NET INCREASE (DECREASE) IN
  NET ASSETS RESULTING FROM
  OPERATIONS ..............................    27,857,438    15,847,449    36,430,704      15,484,744    22,748,689    57,523,635
                                             ------------  ------------  ------------    ------------  ------------  ------------

PREMIUM PAYMENTS
  AND OTHER OPERATING TRANSFERS
  Contract Owner Net Payments .............        51,731     8,768,106    10,298,271       1,766,430    19,460,603    22,730,005
  Policy Loans ............................    (2,940,483)   (6,477,542)   (6,145,354)     (3,807,566)   (7,974,049)   (7,849,567)
  Policy Loan Repayments and Interest .....     2,776,763     4,223,794     3,591,634       3,268,834     5,598,233     5,129,697
  Surrenders, Withdrawals and Death
    Benefits ..............................    (4,355,948)   (9,891,027)  (10,093,245)     (5,837,621)  (13,996,390)  (15,259,724)
  Net Transfers from (to) Other Subaccounts
    or Fixed Rate Option ..................    (2,798,139)   (1,215,581)      678,473      (2,058,792) (144,967,979)   (2,359,588)
  Administrative and Other Charges ........    (2,557,163)   (5,422,744)   (6,160,863)     (4,913,168)  (11,055,099)  (12,720,067)
                                             ------------  ------------  ------------    ------------  ------------  ------------


NET INCREASE (DECREASE) IN NET
  ASSETS RESULTING FROM PREMIUM
  PAYMENTS AND OTHER OPERATING
  TRANSFERS ...............................    (9,823,239)  (10,014,994)   (7,831,084)    (11,581,883) (152,934,681)  (10,329,244)


NET INCREASE (DECREASE) IN NET
  ASSETS RETAINED IN THE
  ACCOUNT [Note 7] ........................             0      (132,641)     (149,464)              0      (177,182)     (219,866)


TOTAL INCREASE (DECREASE) IN NET
  ASSETS ..................................    18,034,199     5,699,814    28,450,156       3,902,861  (130,363,174)   46,974,525
                                             ------------  ------------  ------------    ------------  ------------  ------------


NET ASSETS:
  Beginning of period .....................   188,862,889   183,163,075   154,712,919     248,985,487   379,348,661   332,374,136
                                             ------------  ------------  ------------    ------------  ------------  ------------
  End of period ...........................  $206,897,088  $188,862,889  $183,163,075    $252,888,348  $248,985,487  $379,348,661
                                             ============  ============  ============    ============  ============  ============

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

                                                        CONSERVATIVE BALANCED
                                                              PORTFOLIO
                                             --------------------------------------------
                                                 1/1/99         1/1/98          1/1/97
                                                   TO             TO              TO
                                                6/30/99        12/31/98        12/31/97
                                              (UNAUDITED)
                                             ------------    ------------    ------------
<S>                                          <C>             <C>             <C>
OPERATIONS:
  Net investment income (loss) ............  $    910,656    $  4,342,393    $  4,480,407
  Capital gains distributions received ....       503,534       6,925,741      11,925,141
  Realized gain on shares redeemed ........       461,247         594,578         961,056
  Net change in unrealized gain (loss) on
    investments ...........................     2,538,226         329,870      (4,407,263)
                                             ------------    ------------    ------------


NET INCREASE (DECREASE) IN
  NET ASSETS RESULTING FROM
  OPERATIONS ..............................     4,413,663      12,192,582      12,959,341
                                             ------------    ------------    ------------

PREMIUM PAYMENTS
  AND OTHER OPERATING TRANSFERS
  Contract Owner Net Payments .............       887,534       8,965,691      10,313,838
  Policy Loans ............................    (1,323,864)     (3,015,778)     (3,213,273)
  Policy Loan Repayments and Interest .....     1,356,051       1,976,521       2,156,195
  Surrenders, Withdrawals and Death
    Benefits ..............................    (3,094,724)     (6,131,547)     (6,793,526)
  Net Transfers from (to) Other Subaccounts
    or Fixed Rate Option ..................      (752,759)     (1,292,182)     (1,375,131)
  Administrative and Other Charges ........    (2,496,411)     (5,312,571)     (6,059,806)
                                             ------------    ------------    ------------


NET INCREASE (DECREASE) IN NET
  ASSETS RESULTING FROM PREMIUM
  PAYMENTS AND OTHER OPERATING
  TRANSFERS ...............................    (5,424,173)     (4,809,866)     (4,971,703)


NET INCREASE (DECREASE) IN NET
  ASSETS RETAINED IN THE
  ACCOUNT [Note 7] ........................             0          (8,012)       (508,220)


TOTAL INCREASE (DECREASE) IN NET
  ASSETS ..................................    (1,010,510)      7,374,704       7,479,418
                                             ------------    ------------    ------------


NET ASSETS:
  Beginning of period .....................   118,167,929     110,793,225     103,313,807
                                             ------------    ------------    ------------
  End of period ...........................  $117,157,419    $118,167,929    $110,793,225
                                             ============    ============    ============
</TABLE>

           SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A11 THROUGH A15


                                       A8
<PAGE>

                             FINANCIAL STATEMENTS OF
                 THE PRUSELECT III VARIABLE LIFE SUBACCOUNTS OF
              PRUCO LIFE OF NEW JERSEY VARIABLE APPRECIABLE ACCOUNT

STATEMENTS OF CHANGES IN NET ASSETS
For the six months ended June 30, 1999 and the years ended December 31, 1998 and
1997

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

                                                         HIGH YIELD BOND                                STOCK INDEX
                                                            PORTFOLIO                                    PORTFOLIO
                                            ------------------------------------------   ------------------------------------------
                                               1/1/99         1/1/98         1/1/97         1/1/99         1/1/98         1/1/97
                                                 TO             TO             TO             TO             TO             TO
                                              6/30/99        12/31/98       12/31/97        6/30/99       12/31/98       12/31/97
                                            (UNAUDITED)                                   (UNAUDITED)
                                            ------------   ------------   ------------   ------------   ------------   ------------
<S>                                         <C>            <C>            <C>            <C>            <C>            <C>
OPERATIONS:
  Net investment income (loss) ............ $    (11,084)  $  1,896,429   $    532,870   $    (52,567)  $    332,726   $    114,942
  Capital gains distributions received ....            0              0              0        261,269      1,074,502        412,169
  Realized gain on shares redeemed ........     (204,710)      (173,650)        32,615      4,183,594      1,754,137        260,629
  Net change in unrealized gain (loss) on
    investments ...........................    1,236,811     (2,569,803)       171,940      4,009,274     11,731,008      2,468,185
                                            ------------   ------------   ------------   ------------   ------------   ------------

NET INCREASE (DECREASE) IN
  NET ASSETS RESULTING FROM
  OPERATIONS ..............................    1,021,017       (847,024)       737,425      8,401,570     14,892,373      3,255,925
                                            ------------   ------------   ------------   ------------   ------------   ------------

PREMIUM PAYMENTS
  AND OTHER OPERATING TRANSFERS
  Contract Owner Net Payments .............      162,229        356,982        469,592        202,280       (458,592)       919,468
  Policy Loans ............................      (82,958)      (163,296)      (201,423)      (337,423)      (528,435)      (466,875)
  Policy Loan Repayments and Interest .....      146,755        167,408        118,870        320,957        429,300        254,143
  Surrenders, Withdrawals and Death
    Benefits ..............................      (71,246)      (501,296)      (305,958)      (434,420)    (1,117,895)      (558,323)
  Net Transfers from (to) Other Subaccounts
    or Fixed Rate Option ..................   (3,642,075)    29,637,732        130,175    (12,403,521)    50,128,317      2,108,397
  Administrative and Other Charges ........     (172,280)      (283,352)      (265,639)      (436,526)      (637,808)      (474,579)
                                            ------------   ------------   ------------   ------------   ------------   ------------

NET INCREASE (DECREASE) IN NET
  ASSETS RESULTING FROM PREMIUM
  PAYMENTS AND OTHER OPERATING
  TRANSFERS ...............................   (3,659,575)    29,214,178        (54,383)   (13,088,653)    47,814,887      1,782,231
                                            ------------   ------------   ------------   ------------   ------------   ------------

NET INCREASE (DECREASE) IN
  NET ASSETS RETAINED IN THE
  ACCOUNT [Note 7] ........................            0        (60,128)         3,000              0        687,255         22,000


TOTAL INCREASE (DECREASE) IN
  NET ASSETS ..............................   (2,638,558)    28,307,026        686,042     (4,687,083)    63,394,515      5,060,156
                                            ------------   ------------   ------------   ------------   ------------   ------------

NET ASSETS:
  Beginning of period .....................   34,673,345      6,366,319      5,680,277     78,293,064     14,898,549      9,838,393
                                            ------------   ------------   ------------   ------------   ------------   ------------
  End of period ........................... $ 32,034,787   $ 34,673,345   $  6,366,319   $ 73,605,981   $ 78,293,064   $ 14,898,549
                                            ============   ============   ============   ============   ============   ============
</TABLE>

           SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A11 THROUGH A15


                                       A9
<PAGE>

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

                                                           EQUITY INCOME                                  GLOBAL
                                                             PORTFOLIO                                   PORTFOLIO
                                            ------------------------------------------   ------------------------------------------
                                                1/1/99        1/1/98         1/1/97         1/1/99         1/1/98         1/1/97
                                                 TO             TO             TO             TO             TO             TO
                                               6/30/99       12/31/98       12/31/97        6/30/99       12/31/98       12/31/97
                                             (UNAUDITED)                                  (UNAUDITED)
                                            ------------   ------------   ------------   ------------   ------------   ------------
<S>                                         <C>            <C>            <C>            <C>            <C>            <C>
OPERATIONS:
  Net investment income (loss) ............ $     36,970   $    253,364   $    184,191   $    104,888   $    349,892   $     37,324
  Capital gains distributions received ....      198,757        721,671        998,911        518,661      2,640,161        352,331
  Realized gain on shares redeemed ........      179,375        117,016         52,359        308,046         32,172         32,176
  Net change in unrealized gain (loss) on
    investments ...........................    1,604,605     (1,610,976)     1,459,574      5,025,142      7,149,778       (672,740)
                                            ------------   ------------   ------------   ------------   ------------   ------------

NET INCREASE (DECREASE) IN
  NET ASSETS RESULTING FROM
  OPERATIONS ..............................    2,019,707       (518,925)     2,695,035      5,956,737     10,172,003       (250,909)
                                            ------------   ------------   ------------   ------------   ------------   ------------

PREMIUM PAYMENTS
  AND OTHER OPERATING TRANSFERS
  Contract Owner Net Payments .............      (19,956)       625,273        636,376        (28,723)      (404,538)       296,914
  Policy Loans ............................     (170,563)      (348,765)      (321,220)       (82,778)      (117,217)      (119,989)
  Policy Loan Repayments and Interest .....      169,235        211,308        165,506         65,603         65,209         60,528
  Surrenders, Withdrawals and Death
    Benefits ..............................     (338,219)      (642,033)      (413,503)       (73,215)      (359,688)      (118,830)
  Net Transfers from (to) Other Subaccounts
    or Fixed Rate Option ..................     (454,285)     1,663,734      1,464,170     (1,510,666)    47,651,150      5,040,462
  Administrative and Other Charges ........     (168,368)      (356,431)      (325,521)      (203,125)      (207,310)      (125,863)
                                            ------------   ------------   ------------   ------------   ------------   ------------

NET INCREASE (DECREASE) IN NET
  ASSETS RESULTING FROM PREMIUM
  PAYMENTS AND OTHER OPERATING
  TRANSFERS ...............................     (982,156)     1,153,086      1,205,808     (1,832,904)    46,627,606      5,033,222
                                            ------------   ------------   ------------   ------------   ------------   ------------

NET INCREASE (DECREASE) IN
  NET ASSETS RETAINED IN THE
  ACCOUNT [Note 7] ........................            0         12,012        (21,017)             0         99,132         37,702


TOTAL INCREASE (DECREASE) IN
  NET ASSETS ..............................    1,037,551        646,173      3,879,826      4,123,833     56,898,741      4,820,015
                                            ------------   ------------   ------------   ------------   ------------   ------------

NET ASSETS:
  Beginning of period .....................   11,813,167     11,166,994      7,287,168     64,505,993      7,607,252      2,787,237
                                            ------------   ------------   ------------   ------------   ------------   ------------
  End of period ........................... $ 12,850,718   $ 11,813,167   $ 11,166,994   $ 68,629,826   $ 64,505,993   $  7,607,252
                                            ============   ============   ============   ============   ============   ============

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

                                                        PRUDENTIAL JENNISON
                                                            PORTFOLIO
                                            ------------------------------------------
                                               1/1/99         1/1/98         1/1/97
                                                 TO             TO             TO
                                               6/30/99       12/31/98       12/31/97
                                             (UNAUDITED)
                                            ------------   ------------   ------------
<S>                                         <C>            <C>            <C>
OPERATIONS:
  Net investment income (loss) ............ $    (27,698)  $    (18,675)  $     (7,941)
  Capital gains distributions received ....       77,450        104,664        171,556
  Realized gain on shares redeemed ........       45,923         27,074         16,410
  Net change in unrealized gain (loss) on
    investments ...........................    1,279,702      1,492,381        364,364
                                            ------------   ------------   ------------

NET INCREASE (DECREASE) IN
  NET ASSETS RESULTING FROM
  OPERATIONS ..............................    1,375,377      1,605,444        544,389
                                            ------------   ------------   ------------

PREMIUM PAYMENTS
  AND OTHER OPERATING TRANSFERS
  Contract Owner Net Payments .............       89,801        350,999        221,934
  Policy Loans ............................     (224,350)      (186,693)       (95,540)
  Policy Loan Repayments and Interest .....      199,063        207,729         33,699
  Surrenders, Withdrawals and Death
    Benefits ..............................     (303,072)      (263,749)       (53,534)
  Net Transfers from (to) Other Subaccounts
    or Fixed Rate Option ..................    4,661,500      2,831,858        976,677
  Administrative and Other Charges ........     (133,745)      (156,276)       (85,689)
                                            ------------   ------------   ------------

NET INCREASE (DECREASE) IN NET
  ASSETS RESULTING FROM PREMIUM
  PAYMENTS AND OTHER OPERATING
  TRANSFERS ...............................    4,289,197      2,783,868        997,547
                                            ------------   ------------   ------------

NET INCREASE (DECREASE) IN
  NET ASSETS RETAINED IN THE
  ACCOUNT [Note 7] ........................            0         (7,320)       (34,235)


TOTAL INCREASE (DECREASE) IN
  NET ASSETS ..............................    5,664,574      4,381,992      1,507,701
                                            ------------   ------------   ------------

NET ASSETS:
  Beginning of period .....................    7,439,704      3,057,712      1,550,011
                                            ------------   ------------   ------------
  End of period ........................... $ 13,104,278   $  7,439,704   $  3,057,712
                                            ============   ============   ============
</TABLE>

           SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A11 THROUGH A15


                                       A10
<PAGE>

                        NOTES TO FINANCIAL STATEMENTS OF

                 THE PRUSELECT III VARIABLE LIFE SUBACCOUNTS OF

              PRUCO LIFE OF NEW JERSEY VARIABLE APPRECIABLE ACCOUNT

                            JUNE 30, 1999 (UNAUDITED)

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"), Pruco Life of New Jersey PRUvider Variable Appreciable
            Life ("PRUvider") and effective November 10, 1999 Pruco Life of New
            Jersey PruSelect III 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, ten of which are available to
            PruSelect III contract owners. Each subaccount 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. Beginning November
            10, 1999, the following five additional non-Prudential administered
            subaccounts will be available to PruSelect III contract owners: AIM
            V.I. Value Fund; American Century VP Value Fund; Janus Growth
            Portfolio; MFS Emerging Growth Series; and the T. Rowe Price
            International Stock Portfolio.

            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.


                                      A11
<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 June 30, 1999 were as follows: (unaudited)

<TABLE>
<CAPTION>
                                                                       PORTFOLIOS
                                        ------------------------------------------------------------------------

                                            MONEY       DIVERSIFIED                    FLEXIBLE     CONSERVATIVE
                                            MARKET         BOND          EQUITY         MANAGED       BALANCED
                                        ------------   ------------   ------------   ------------   ------------
<S>                                     <C>            <C>            <C>            <C>            <C>
            Number of shares:                743,970      2,200,108      6,176,032     14,492,169      7,573,201
            Net asset value per share
              (rounded):                $      10.00   $      10.85   $      33.50   $      17.45   $      15.47
            Cost:                       $  7,439,698   $ 23,620,958   $130,897,599   $232,751,865   $107,134,309
</TABLE>

<TABLE>
<CAPTION>
                                                                    PORTFOLIOS (CONTINUED)
                                        ------------------------------------------------------------------------
                                            HIGH
                                            YIELD         STOCK         EQUITY                       PRUDENTIAL
                                            BOND          INDEX         INCOME          GLOBAL        JENNISON
                                        ------------   ------------   ------------   ------------   ------------
<S>                                     <C>            <C>            <C>            <C>            <C>
            Number of shares:             4,305,751     1,750,856       554,149     2,993,015       478,783
            Net asset value per share
              (rounded):                $      7.44   $     42.04   $     23.19   $      2.93   $     27.37
            Cost:                       $32,880,899   $51,793,547   $10,115,272   $56,744,881   $ 9,823,891
</TABLE>

NOTE 4:     CONTRACT OWNER UNIT INFORMATION

            Outstanding contract owner units, unit values and total value of
            contract owner equity at June 30, 1999 were as follows: (unaudited)

<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)      3,785,624      8,024,839     24,930,334     47,346,555     26,668,662
            Unit Value (VAL) .....................   $    1.96525   $    2.97466   $    8.29901   $    5.05442   $    4.04431
                                                     ------------   ------------   ------------   ------------   ------------
            Contract Owner Equity (VAL) ..........   $  7,439,698   $ 23,871,167   $206,897,088   $239,309,374   $107,856,336
                                                     ------------   ------------   ------------   ------------   ------------

            Contract Owner Units Outstanding
              (PRUvider) .........................            N/A            N/A            N/A      3,906,652      3,264,408
            Unit Value (PRUvider) ................            N/A            N/A            N/A   $    3.47586   $    2.84924
                                                     ------------   ------------   ------------   ------------   ------------
            Contract Owner Equity (PRUvider) .....            N/A            N/A            N/A   $ 13,578,974   $  9,301,082
                                                     ------------   ------------   ------------   ------------   ------------
            TOTAL CONTRACT OWNER EQUITY ..........   $  7,439,698   $ 23,871,167   $206,897,088   $252,888,348   $117,157,419
                                                     ============   ============   ============   ============   ============

<CAPTION>
                                                                                SUBACCOUNTS (CONTINUED)
                                                     ------------------------------------------------------------------------
                                                        HIGH
                                                        YIELD           STOCK         EQUITY                        PRUDENTIAL
                                                        BOND            INDEX         INCOME           GLOBAL        JENNISON
                                                      PORTFOLIO       PORTFOLIO      PORTFOLIO        PORTFOLIO      PORTFOLIO
                                                     ------------   ------------   ------------   ------------   ------------
<S>                                                  <C>            <C>            <C>            <C>            <C>
            Contract Owner Units Outstanding (VAL)     13,000,129     12,723,109      2,588,355     35,710,664      4,473,901
            Unit Value (VAL) .....................   $    2.46419   $    5.78522   $    4.96482   $    1.92183   $    2.92905
                                                     ------------   ------------   ------------   ------------   ------------
            Contract Owner Equity (VAL) ..........   $ 32,034,787   $ 73,605,981   $ 12,850,718   $ 68,629,826   $ 13,104,278
                                                     ------------   ------------   ------------   ------------   ------------

            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 ..........   $ 32,034,787   $ 73,605,981   $ 12,850,718   $ 68,629,826   $ 13,104,278
                                                     ============   ============   ============   ============   ============
</TABLE>


                                      A12
<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%, 0.90% and 0.20%, are applied daily against the net
            assets representing equity of VAL, PRUvider and PruSelect III
            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 VAL
            and PRUvider 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% and $25 or 2% will be made in connection with
            each partial withdrawal of the cash surrender value of a VAL or
            PRUvider contract and PruSelect III contract, respectively.

         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 and Other Related Charges

            Contract owner contributions are subject to certain deductions prior
            to being invested in the Account. The deductions are for (1)
            transaction costs which are deducted from each premium payment to
            cover premium collection and processing costs; (2) state premium
            taxes; (3) sales charges which are deducted in order to compensate
            Pruco Life 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.


                                      A13
<PAGE>

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

            The increase (decrease) in net assets retained in the Account
            represents the net contributions (withdrawals) of Pruco Life 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 8:     UNIT ACTIVITY

            Transactions in units (including transfers among subaccounts), for
            the six months ended June 30, 1999 and the years ended December 31,
            1998 and 1997 were as follows:

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

                                            MONEY MARKET                            DIVERSIFIED BOND
                                             PORTFOLIO                                 PORTFOLIO
                               -----------------------------------------    -----------------------------------------
                                  1/1/99        1/1/98          1/1/97         1/1/99         1/1/98         1/1/97
                                    TO            TO              TO             TO             TO             TO
                                 6/30/99       12/31/98        12/31/97       6/30/99        12/31/98       12/31/97
                               (UNAUDITED)                                  (UNAUDITED)
                               -----------    -----------    -----------    -----------    -----------    -----------
<S>                               <C>          <C>            <C>              <C>          <C>            <C>
            Contract Owner
              Contributions:       570,455      1,651,137      1,852,551        164,149      3,461,354        957,470

            Contract Owner
              Redemptions:        (664,171)    (1,575,664)    (2,279,240)      (492,013)    (3,523,454)    (1,208,781)
</TABLE>

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

                                                EQUITY                                   FLEXIBLE MANAGED
                                              PORTFOLIO                                     PORTFOLIO
                               -----------------------------------------    -----------------------------------------
                                  1/1/99        1/1/98          1/1/97         1/1/99         1/1/98         1/1/97
                                    TO            TO              TO             TO             TO             TO
                                 6/30/99       12/31/98        12/31/97       6/30/99        12/31/98       12/31/97
                               (UNAUDITED)                                  (UNAUDITED)
                               -----------    -----------    -----------    -----------    -----------    -----------
<S>                             <C>            <C>            <C>            <C>           <C>            <C>
            Contract Owner
              Contributions:       559,523      4,007,348      2,872,723      1,404,256     16,398,289      7,728,571

            Contract Owner
              Redemptions:      (1,841,106)    (5,431,230)    (4,155,330)    (3,746,393)   (51,572,419)   (10,193,317)
</TABLE>

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

                                         CONSERVATIVE BALANCED                           HIGH YIELD BOND
                                               PORTFOLIO                                    PORTFOLIO
                               -----------------------------------------    -----------------------------------------
                                  1/1/99        1/1/98          1/1/97         1/1/99         1/1/98         1/1/97
                                    TO            TO              TO             TO             TO             TO
                                 6/30/99       12/31/98        12/31/97       6/30/99        12/31/98       12/31/97
                               (UNAUDITED)                                  (UNAUDITED)
                               -----------    -----------    -----------    -----------    -----------    -----------
<S>                              <C>          <C>            <C>           <C>            <C>               <C>
            Contract Owner
              Contributions:       761,265     3,568,780      4,308,577     10,777,693     33,003,985        415,705

            Contract Owner
              Redemptions:       2,127,680    (4,841,159)    (5,775,601)   (12,298,120)   (21,070,995)      (440,795)
</TABLE>

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

                                              STOCK INDEX                                 EQUITY INCOME
                                               PORTFOLIO                                    PORTFOLIO
                               -----------------------------------------    -----------------------------------------
                                  1/1/99        1/1/98          1/1/97         1/1/99         1/1/98         1/1/97
                                    TO            TO              TO             TO             TO             TO
                                 6/30/99       12/31/98        12/31/97       6/30/99        12/31/98       12/31/97
                               (UNAUDITED)                                  (UNAUDITED)
                               -----------    -----------    -----------    -----------    -----------    -----------
<S>                            <C>            <C>               <C>            <C>            <C>            <C>
            Contract Owner
              Contributions:     9,168,354     25,612,492      1,448,957         96,609        724,545        651,898

            Contract Owner
              Redemptions:     (11,571,300)   (14,154,931)      (982,534)      (314,232)      (492,449)      (352,895)
</TABLE>


                                      A14
<PAGE>

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

                                               GLOBAL                                      PRUDENTIAL
                                              PORTFOLIO                                JENNISON PORTFOLIO
                               -----------------------------------------    -----------------------------------------
                                  1/1/99        1/1/98          1/1/97         1/1/99         1/1/98         1/1/97
                                    TO            TO              TO             TO             TO             TO
                                 6/30/99       12/31/98        12/31/97       6/30/99        12/31/98       12/31/97
                               (UNAUDITED)                                  (UNAUDITED)
                               -----------    -----------    -----------    -----------    -----------    -----------
<S>                            <C>            <C>               <C>            <C>            <C>            <C>
            Contract Owner
              Contributions:    31,470,830     84,626,033      3,871,182      1,979,715      1,808,411        862,419

            Contract Owner
              Redemptions:     (32,488,511)   (53,280,086)      (575,706)      (425,223)      (520,419)      (284,443)
</TABLE>

NOTE  9:    PURCHASES AND SALES OF INVESTMENTS

            The aggregate costs of purchases and proceeds from sales of
            investments in the Series Fund for the six months ended June 30,
            1999 were as follows: (unaudited)

<TABLE>
<CAPTION>

                                                                PORTFOLIOS
                               ----------------------------------------------------------------------------

                                  MONEY         DIVERSIFIED                      FLEXIBLE      CONSERVATIVE
                                  MARKET           BOND           EQUITY          MANAGED        BALANCED
                               ------------    ------------    ------------    ------------    ------------
<S>                            <C>             <C>             <C>             <C>             <C>
            Purchases ......   $    803,079    $    121,294    $    215,380    $    540,220    $    257,577
            Sales ..........   $ (1,011,211)   $ (1,179,885)   $(10,524,881)   $(12,596,271)   $ (5,944,601)
</TABLE>

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

                                HIGH YIELD         STOCK          EQUITY                        PRUDENTIAL
                                   BOND            INDEX          INCOME          GLOBAL         JENNISON
                               ------------    ------------    ------------    ------------    ------------
<S>                            <C>             <C>             <C>             <C>             <C>
            Purchases ......   $    654,560    $  2,553,826    $    161,426    $    363,289    $  4,456,793
            Sales ..........   $ (4,410,769)   $(15,858,772)   $ (1,179,538)   $ (2,387,106)   $   (198,559)
</TABLE>

NOTE 10:    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 six
            months ended June 30, 1999. Equityof contract owners in that
            subaccount at June 30, 1999 includes approximately $174.6 million
            ownedby Prudential.


                                      A15
<PAGE>

                             FINANCIAL STATEMENTS OF
              PRUCO LIFE OF NEW JERSEY VARIABLE APPRECIABLE ACCOUNT

STATEMENTS OF NET ASSETS
December 31, 1998

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

                                                                                                     MONEY       DIVERSIFIED
                                                                                                     MARKET          BOND
                                                                                                    PORTFOLIO     PORTFOLIO
                                                                                                  ------------   ------------
<S>                                                                                               <C>            <C>
ASSETS
  Investment in The Prudential Series Fund, Inc. Portfolios at net asset value [Note 3] .......   $  7,474,170   $ 25,332,495
                                                                                                  ------------   ------------
  Net Assets ..................................................................................   $  7,474,170   $ 25,332,495
                                                                                                  ============   ============

NET ASSETS, representing:
  Equity of contract owners ...................................................................   $  7,474,170   $ 25,332,495
                                                                                                  ------------   ------------
                                                                                                  $  7,474,170   $ 25,332,495
                                                                                                  ============   ============
</TABLE>

           SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A26 THROUGH A33


                                      A16
<PAGE>

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

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

NET ASSETS, representing:
  Equity of contract owners ..............................................................  $188,862,889  $248,985,487  $118,167,929
                                                                                            ------------  ------------  ------------
                                                                                            $188,862,889  $248,985,487  $118,167,929
                                                                                            ============  ============  ============

<CAPTION>
                                                                                                     SUBACCOUNTS (CONTINUED)
                                                                                            ----------------------------------------
                                                                                                HIGH
                                                                                                YIELD        STOCK        EQUITY
                                                                                                BOND         INDEX        INCOME
                                                                                             PORTFOLIO     PORTFOLIO     PORTFOLIO
                                                                                            ------------  ------------  ------------
<S>                                                                                         <C>           <C>           <C>
ASSETS
  Investment in The Prudential Series Fund, Inc. Portfolios at net asset value [Note 3] ..  $ 34,673,345  $ 78,293,064  $ 11,813,167
                                                                                            ------------  ------------  ------------
  Net Assets .............................................................................  $ 34,673,345  $ 78,293,064  $ 11,813,167
                                                                                            ============  ============  ============

NET ASSETS, representing:
  Equity of contract owners ..............................................................  $ 34,673,345  $ 78,293,064  $ 11,813,167
                                                                                            ------------  ------------  ------------
                                                                                            $ 34,673,345  $ 78,293,064  $ 11,813,167
                                                                                            ============  ============  ============

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

                                                                                                           PRUDENTIAL
                                                                                              GLOBAL        JENNISON
                                                                                             PORTFOLIO     PORTFOLIO
                                                                                            ------------  ------------
<S>                                                                                         <C>           <C>
ASSETS
  Investment in The Prudential Series Fund, Inc. Portfolios at net asset value [Note 3] ..  $ 64,505,993  $  7,439,704
                                                                                            ------------  ------------
  Net Assets .............................................................................  $ 64,505,993  $  7,439,704
                                                                                            ============  ============

NET ASSETS, representing:
  Equity of contract owners ..............................................................  $ 64,505,993  $  7,439,704
                                                                                            ------------  ------------
                                                                                            $ 64,505,993  $  7,439,704
                                                                                            ============  ============
</TABLE>

           SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A26 THROUGH A33


                                       A17
<PAGE>

                             FINANCIAL STATEMENTS OF
              PRUCO LIFE OF NEW JERSEY VARIABLE APPRECIABLE ACCOUNT

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

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

           SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A26 THROUGH A33


                                      A18
<PAGE>

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

                                                              EQUITY                                FLEXIBLE MANAGED
                                                             PORTFOLIO                                 PORTFOLIO
                                              ---------------------------------------   ---------------------------------------
                                                  1998          1997          1996          1998          1997          1996
                                              -----------   -----------   -----------   -----------   -----------   -----------
<S>                                           <C>           <C>           <C>           <C>           <C>           <C>
INVESTMENT INCOME
  Dividend income ..........................  $ 3,479,231   $ 3,958,383   $ 3,521,308   $10,349,173   $10,897,673   $ 9,673,291
                                              -----------   -----------   -----------   -----------   -----------   -----------
EXPENSES
 Charges to contract owners for assuming
   mortality risk and expense risk [Note 5A]    1,143,923     1,028,832       858,560     2,116,233     2,184,985     1,886,931
 Reimbursement for excess expenses
   [Note 5D] ...............................     (166,679)     (133,380)     (157,857)     (767,447)     (793,096)     (768,611)
                                              -----------   -----------   -----------   -----------   -----------   -----------
NET EXPENSES ...............................      977,244       895,452       700,703     1,348,786     1,391,889     1,118,320
                                              -----------   -----------   -----------   -----------   -----------   -----------
NET INVESTMENT INCOME (LOSS) ...............    2,501,987     3,062,931     2,820,605     9,000,387     9,505,784     8,554,971
                                              -----------   -----------   -----------   -----------   -----------   -----------
NET REALIZED AND UNREALIZED GAIN
  (LOSS) ON INVESTMENTS
    Capital gains distributions received ...   20,675,751     9,847,752    13,675,629    27,434,444    56,731,648    31,237,057
    Realized gain (loss) on shares
      redeemed .............................    4,685,572     3,605,717     1,912,078     8,721,978     2,974,960     1,665,484
    Net change in unrealized gain (loss)
      on investments .......................  (12,015,861)   19,914,304     5,401,309   (22,408,120)  (11,688,757)   (2,307,005)
                                              -----------   -----------   -----------   -----------   -----------   -----------
NET GAIN (LOSS) ON INVESTMENTS .............   13,345,462    33,367,773    20,989,016    13,748,302    48,017,851    30,595,536
                                              -----------   -----------   -----------   -----------   -----------   -----------
NET INCREASE (DECREASE) IN NET
  ASSETS RESULTING FROM
  OPERATIONS ...............................  $15,847,449   $36,430,704   $23,809,621   $22,748,689   $57,523,635   $39,150,507
                                              ===========   ===========   ===========   ===========   ===========   ===========

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

                                                        CONSERVATIVE BALANCE
                                                             PORTFOLIO
                                              ---------------------------------------
                                                  1998          1997          1996
                                              -----------   -----------   -----------
<S>                                           <C>           <C>           <C>
INVESTMENT INCOME
  Dividend income ..........................  $ 4,872,397   $ 4,982,357   $ 4,036,315
                                              -----------   -----------   -----------
EXPENSES
 Charges to contract owners for assuming
   mortality risk and expense risk [Note 5A]      713,776       665,939       603,268
 Reimbursement for excess expenses
   [Note 5D] ...............................     (183,772)     (163,989)     (184,407)
                                              -----------   -----------   -----------
NET EXPENSES ...............................      530,004       501,950       418,861
                                              -----------   -----------   -----------
NET INVESTMENT INCOME (LOSS) ...............    4,342,393     4,480,407     3,617,454
                                              -----------   -----------   -----------
NET REALIZED AND UNREALIZED GAIN
  (LOSS) ON INVESTMENTS
    Capital gains distributions received ...    6,925,741    11,925,141     6,285,583
    Realized gain (loss) on shares
      redeemed .............................      594,578       961,056       631,625
    Net change in unrealized gain (loss)
      on investments .......................      329,870    (4,407,263)      818,813
                                              -----------   -----------   -----------
NET GAIN (LOSS) ON INVESTMENTS .............    7,850,189     8,478,934     7,736,021
                                              -----------   -----------   -----------
NET INCREASE (DECREASE) IN NET
  ASSETS RESULTING FROM
  OPERATIONS ...............................  $12,192,582   $12,959,341   $11,353,475
                                              ===========   ===========   ===========
</TABLE>

           SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A26 THROUGH A33


                                      A19
<PAGE>

                             FINANCIAL STATEMENTS OF
              PRUCO LIFE OF NEW JERSEY VARIABLE APPRECIABLE ACCOUNT

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

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

           SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A26 THROUGH A33


                                      A20
<PAGE>

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

                                                           EQUITY INCOME                              GLOBAL
                                                             PORTFOLIO                               PORTFOLIO
                                              --------------------------------------  --------------------------------------
                                                  1998          1997         1996         1998         1997          1996
                                              -----------   -----------  -----------  -----------  -----------   -----------
<S>                                           <C>           <C>          <C>          <C>          <C>           <C>
INVESTMENT INCOME
  Dividend income ..........................  $   327,421   $   237,992  $   228,477  $   490,032  $    69,248   $    60,041
                                              -----------   -----------  -----------  -----------  -----------   -----------
EXPENSES
 Charges to contract owners for assuming
   mortality risk and expense risk [Note 5A]       74,057        53,801       38,393      140,140       31,924        13,342
 Reimbursement for excess expenses
   [Note 5D] ...............................            0             0            0            0            0             0
                                              -----------   -----------  -----------  -----------  -----------   -----------
NET EXPENSES ...............................       74,057        53,801       38,393      140,140       31,924        13,342
                                              -----------   -----------  -----------  -----------  -----------   -----------
NET INVESTMENT INCOME (LOSS) ...............      253,364       184,191      190,084      349,892       37,324        46,699
                                              -----------   -----------  -----------  -----------  -----------   -----------
NET REALIZED AND UNREALIZED GAIN
  (LOSS) ON INVESTMENTS
    Capital gains distributions received ...      721,671       998,911      227,495    2,640,161      352,331        42,205
    Realized gain (loss) on shares
      redeemed .............................      117,016        52,359       32,033       32,172       32,176        12,503
    Net change in unrealized gain (loss)
      on investments .......................   (1,610,976)    1,459,574      799,443    7,149,778     (672,740)      291,245
                                              -----------   -----------  -----------  -----------  -----------   -----------
NET GAIN (LOSS) ON INVESTMENTS .............     (772,289)    2,510,844    1,058,971    9,822,111     (288,233)      345,953
                                              -----------   -----------  -----------  -----------  -----------   -----------
NET INCREASE (DECREASE) IN NET
  ASSETS RESULTING FROM
  OPERATIONS ...............................  $  (518,925)  $ 2,695,035  $ 1,249,055  $10,172,003  $  (250,909)  $   392,652
                                              ===========   ===========  ===========  ===========  ===========   ===========

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

                                                        PRUDENTIAL JENNISON
                                                             PORTFOLIO
                                              ---------------------------------------
                                                  1998          1997          1996
                                              -----------   -----------   -----------
<S>                                           <C>           <C>           <C>
INVESTMENT INCOME
  Dividend income ..........................  $    10,621   $     5,371   $     2,497
                                              -----------   -----------   -----------
EXPENSES
 Charges to contract owners for assuming
   mortality risk and expense risk [Note 5A]       29,296        13,312         5,416
 Reimbursement for excess expenses
   [Note 5D] ...............................            0             0             0
                                              -----------   -----------   -----------
NET EXPENSES ...............................       29,296        13,312         5,416
                                              -----------   -----------   -----------
NET INVESTMENT INCOME (LOSS) ...............      (18,675)       (7,941)       (2,919)
                                              -----------   -----------   -----------
NET REALIZED AND UNREALIZED GAIN
  (LOSS) ON INVESTMENTS
    Capital gains distributions received ...      104,664       171,556             0
    Realized gain (loss) on shares
      redeemed .............................       27,074        16,410         3,547
    Net change in unrealized gain (loss)
      on investments .......................    1,492,381       364,364       125,105
                                              -----------   -----------   -----------
NET GAIN (LOSS) ON INVESTMENTS .............    1,624,119       552,330       128,652
                                              -----------   -----------   -----------
NET INCREASE (DECREASE) IN NET
  ASSETS RESULTING FROM
  OPERATIONS ...............................  $ 1,605,444   $   544,389   $   125,733
                                              ===========   ===========   ===========
</TABLE>

           SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A26 THROUGH A33


                                      A21
<PAGE>

                             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

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

           SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A26 THROUGH A33


                                      A22
<PAGE>

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

                                                            EQUITY                                    FLEXIBLE MANAGED
                                                           PORTFOLIO                                     PORTFOLIO
                                           ------------------------------------------   ------------------------------------------
                                               1998           1997            1996           1998           1997           1996
                                           ------------   ------------   ------------   ------------   ------------   ------------
<S>                                        <C>            <C>            <C>            <C>            <C>            <C>
OPERATIONS:
  Net investment income (loss) ..........  $  2,501,987   $  3,062,931   $  2,820,605   $  9,000,387   $  9,505,784   $  8,554,971
  Capital gains distributions received ..    20,675,751      9,847,752     13,675,629     27,434,444     56,731,648     31,237,057
  Realized gain on shares redeemed ......     4,685,572      3,605,717      1,912,078      8,721,978      2,974,960      1,665,484
  Net change in unrealized gain (loss) on
    investments .........................   (12,015,861)    19,914,304      5,401,309    (22,408,120)   (11,688,757)    (2,307,005)
                                           ------------   ------------   ------------   ------------   ------------   ------------

NET INCREASE (DECREASE) IN
  NET ASSETS RESULTING FROM
  OPERATIONS ............................    15,847,449     36,430,704     23,809,621     22,748,689     57,523,635     39,150,507
                                           ------------   ------------   ------------   ------------   ------------   ------------

NET INCREASE (DECREASE) IN NET
  ASSETS RESULTING FROM
  PREMIUM PAYMENTS
  AND OTHER OPERATING
  TRANSFERS [Note 7] ....................   (10,014,994)    (7,831,084)    (4,594,683)  (152,934,681)   (10,329,244)    (4,012,445)
                                           ------------   ------------   ------------   ------------   ------------   ------------

NET INCREASE (DECREASE) IN NET
  ASSETS RETAINED IN THE
  ACCOUNT [Note 8] ......................      (132,641)      (149,464)       266,385       (177,182)      (219,866)       (30,235)
                                           ------------   ------------   ------------   ------------   ------------   ------------

TOTAL INCREASE (DECREASE) IN NET
  ASSETS ................................     5,699,814     28,450,156     19,481,323   (130,363,174)    46,974,525     35,107,827


NET ASSETS:
  Beginning of year .....................   183,163,075    154,712,919    135,231,596    379,348,661    332,374,136    297,266,309
                                           ------------   ------------   ------------   ------------   ------------   ------------
  End of year ...........................  $188,862,889   $183,163,075   $154,712,919   $248,985,487   $379,348,661   $332,374,136
                                           ============   ============   ============   ============   ============   ============

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

                                                      CONSERVATIVE BALANCED
                                                            PORTFOLIO
                                           ------------------------------------------
                                                1998           1997           1996
                                           ------------   ------------   ------------
<S>                                        <C>            <C>            <C>
OPERATIONS:
  Net investment income (loss) ..........  $  4,342,393   $  4,480,407   $  3,617,454
  Capital gains distributions received ..     6,925,741     11,925,141      6,285,583
  Realized gain on shares redeemed ......       594,578        961,056        631,625
  Net change in unrealized gain (loss) on
    investments .........................       329,870     (4,407,263)       818,813
                                           ------------   ------------   ------------

NET INCREASE (DECREASE) IN
  NET ASSETS RESULTING FROM
  OPERATIONS ............................    12,192,582     12,959,341     11,353,475
                                           ------------   ------------   ------------

NET INCREASE (DECREASE) IN NET
  ASSETS RESULTING FROM
  PREMIUM PAYMENTS
  AND OTHER OPERATING
  TRANSFERS [Note 7] ....................    (4,809,866)    (4,971,703)    (2,779,707)
                                           ------------   ------------   ------------

NET INCREASE (DECREASE) IN NET
  ASSETS RETAINED IN THE
  ACCOUNT [Note 8] ......................        (8,012)      (508,220)       307,568
                                           ------------   ------------   ------------

TOTAL INCREASE (DECREASE) IN NET
  ASSETS ................................     7,374,704      7,479,418      8,881,336


NET ASSETS:
  Beginning of year .....................   110,793,225    103,313,807     94,432,471
                                           ------------   ------------   ------------
  End of year ...........................  $118,167,929   $110,793,225   $103,313,807
                                           ============   ============   ============
</TABLE>

           SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A26 THROUGH A33


                                      A23
<PAGE>

                             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

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

           SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A26 THROUGH A33


                                      A24
<PAGE>

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

                                                         EQUITY INCOME                                   GLOBAL
                                                           PORTFOLIO                                   PORTFOLIO
                                           ------------------------------------------   -----------------------------------------
                                               1998           1997           1996           1998          1997           1996
                                           ------------   ------------   ------------   ------------  ------------   ------------
<S>                                        <C>            <C>            <C>            <C>           <C>            <C>
OPERATIONS:
  Net investment income (loss) ..........  $    253,364   $    184,191   $    190,084   $    349,892  $     37,324   $     46,699
  Capital gains distributions received ..       721,671        998,911        227,495      2,640,161       352,331         42,205
  Realized gain on shares redeemed ......       117,016         52,359         32,033         32,172        32,176         12,503
  Net change in unrealized gain (loss) on
    investments .........................    (1,610,976)     1,459,574        799,443      7,149,778      (672,740)       291,245
                                           ------------   ------------   ------------   ------------  ------------   ------------


NET INCREASE (DECREASE) IN
  NET ASSETS RESULTING FROM
  OPERATIONS ............................      (518,925)     2,695,035      1,249,055     10,172,003      (250,909)       392,652
                                           ------------   ------------   ------------   ------------  ------------   ------------


NET INCREASE (DECREASE) IN
  NET ASSETS RESULTING FROM
  PREMIUM PAYMENTS
  AND OTHER OPERATING
  TRANSFERS [Note 7] ....................     1,153,086      1,205,808        230,617     46,627,606     5,033,222        728,542
                                           ------------   ------------   ------------   ------------  ------------   ------------


NET INCREASE (DECREASE) IN
  NET ASSETS RETAINED IN THE
  ACCOUNT [Note 8] ......................        12,012        (21,017)       (10,223)        99,132        37,702        (18,517)
                                           ------------   ------------   ------------   ------------  ------------   ------------


TOTAL INCREASE (DECREASE) IN
  NET ASSETS ............................       646,173      3,879,826      1,469,449     56,898,741     4,820,015      1,102,677



NET ASSETS:
  Beginning of year .....................    11,166,994      7,287,168      5,817,719      7,607,252     2,787,237      1,684,560
                                           ------------   ------------   ------------   ------------  ------------   ------------
  End of year ...........................  $ 11,813,167   $ 11,166,994   $  7,287,168   $ 64,505,993  $  7,607,252   $  2,787,237
                                           ============   ============   ============   ============  ============   ============

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

                                                      PRUDENTIAL JENNISON
                                                           PORTFOLIO
                                           ------------------------------------------
                                               1998           1997           1996
                                           ------------   ------------   ------------
<S>                                        <C>            <C>            <C>
OPERATIONS:
  Net investment income (loss) ..........  $    (18,675)  $     (7,941)  $     (2,919)
  Capital gains distributions received ..       104,664        171,556              0
  Realized gain on shares redeemed ......        27,074         16,410          3,547
  Net change in unrealized gain (loss) on
    investments .........................     1,492,381        364,364        125,105
                                           ------------   ------------   ------------


NET INCREASE (DECREASE) IN
  NET ASSETS RESULTING FROM
  OPERATIONS ............................     1,605,444        544,389        125,733
                                           ------------   ------------   ------------


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


NET INCREASE (DECREASE) IN
  NET ASSETS RETAINED IN THE
  ACCOUNT [Note 8] ......................        (7,320)       (34,235)        35,740
                                           ------------   ------------   ------------


TOTAL INCREASE (DECREASE) IN
  NET ASSETS ............................     4,381,992      1,507,701      1,152,149



NET ASSETS:
  Beginning of year .....................     3,057,712      1,550,011        397,862
                                           ------------   ------------   ------------
  End of year ...........................  $  7,439,704   $  3,057,712   $  1,550,011
                                           ============   ============   ============
</TABLE>

           SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A26 THROUGH A33


                                      A25
<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.


                                      A26
<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
</TABLE>

<TABLE>
<CAPTION>
                                                                    PORTFOLIOS (CONTINUED)
                                         ----------------------------------------------------------------------------
                                             HIGH
                                             YIELD           STOCK          EQUITY                        PRUDENTIAL
                                             BOND            INDEX          INCOME          GLOBAL         JENNISON
                                         ------------    ------------    ------------    ------------    ------------
<S>                                      <C>             <C>             <C>             <C>             <C>
            Number of shares:               4,810,464       2,074,538         589,700       3,048,935         311,195
            Net asset value per share
              (rounded):                 $       7.21    $      37.74    $      20.03    $      21.16    $      23.91
            Cost:                        $ 36,756,268    $ 60,489,904    $ 10,682,326    $ 57,646,190    $  5,439,019
</TABLE>


                                      A27
<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
                                                      ============    ============    ============    ============    ============
</TABLE>

<TABLE>
<CAPTION>
                                                                                 SUBACCOUNTS (CONTINUED)
                                                      ----------------------------------------------------------------------------
                                                          HIGH
                                                          YIELD           STOCK         EQUITY                         PRUDENTIAL
                                                          BOND            INDEX         INCOME          GLOBAL         JENNISON
                                                        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      36,728,345       2,919,409
            Unit Value (VAL) .....................    $    2.38788    $    5.17604    $    4.21000    $    1.75630    $    2.54836
                                                      ------------    ------------    ------------    ------------    ------------
            Contract Owner Equity (VAL) ..........    $ 34,673,345    $ 78,293,064    $ 11,813,167    $ 64,505,993    $  7,439,704
                                                      ------------    ------------    ------------    ------------    ------------

            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    $ 64,505,993    $  7,439,704
                                                      ============    ============    ============    ============    ============
</TABLE>


                                      A28
<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.


                                      A29
<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)
                                            ============   ============   ============   ============   ============   ============
</TABLE>

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

                                                       FLEXIBLE                        CONSERVATIVE
                                                        MANAGED                           BALANCED
                                                       PORTFOLIO                         PORTFOLIO
                                             ------------------------------    ------------------------------
                                                  1998             1997             1998             1997
                                             -------------    -------------    -------------    -------------
<S>                                          <C>              <C>              <C>              <C>
            Contract Owner Net
              Payments ...................   $  19,460,603    $  22,730,005    $   8,965,691    $  10,313,838
            Policy Loans .................   $  (7,974,049)   $  (7,849,567)   $  (3,015,778)   $  (3,213,273)
            Policy Loan Repayments
              and Interest ...............   $   5,598,233    $   5,129,697    $   1,976,521    $   2,156,195
            Surrenders, Withdrawals
              and Death Benefits .........   $ (13,996,390)   $ (15,259,724)   $  (6,131,547)   $  (6,793,526)
            Net Transfers From (To)
              Other Subaccounts or
              Fixed Rate Options .........   $(144,967,979)   $  (2,359,588)   $  (1,292,182)   $  (1,375,131)
            Administrative and Other
              Charges ....................   $ (11,055,099)   $ (12,720,067)   $  (5,312,571)   $  (6,059,806)
                                             -------------    -------------    -------------    -------------
            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)
                                             =============    =============    =============    =============

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

                                                       HIGH YIELD
                                                          BOND
                                                        PORTFOLIO
                                             ------------------------------
                                                  1998              1997
                                             -------------    -------------
<S>                                          <C>              <C>
            Contract Owner Net
              Payments ...................   $     356,982    $     469,592
            Policy Loans .................   $    (163,296)   $    (201,423)
            Policy Loan Repayments
              and Interest ...............   $     167,408    $     118,870
            Surrenders, Withdrawals
              and Death Benefits .........   $    (501,296)   $    (305,958)
            Net Transfers From (To)
              Other Subaccounts or
              Fixed Rate Options .........   $  29,637,732    $     130,175
            Administrative and Other
              Charges ....................   $    (283,352)   $    (265,639)
                                             -------------    -------------
            Net Increase (Decrease) in
              Net Assets Resulting from
              Premium Payment and
              Other Operating Transfers ..   $  29,214,178    $     (54,383)
                                             =============    =============
</TABLE>


                                      A30
<PAGE>

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

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

                                                       STOCK                        EQUITY
                                                       INDEX                        INCOME                        GLOBAL
                                                     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   $   (404,538)  $    296,914
            Policy Loans .................  $   (528,435)  $   (466,875)  $   (348,765)  $   (321,220)  $   (117,217)  $   (119,989)
            Policy Loan Repayments
              and Interest ...............  $    429,300   $    254,143   $    211,308   $    165,506   $     65,209   $     60,528
            Surrenders, Withdrawals
              and Death Benefits .........  $ (1,117,895)  $   (558,323)  $   (642,033)  $   (413,503)  $   (359,688)  $   (118,830)
            Net Transfers From (To)
              Other Subaccounts or
              Fixed Rate Options .........  $ 50,128,317   $  2,108,397   $  1,663,734   $  1,464,170   $ 47,651,150   $  5,040,462
            Administrative and Other
              Charges ....................  $   (637,808)  $   (474,579)  $   (356,431)  $   (325,521)  $   (207,310)  $   (125,863)
                                            ------------   ------------   ------------   ------------   ------------   ------------
            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   $ 46,627,606   $  5,033,222
                                            ============   ============   ============   ============   ============   ============
</TABLE>

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

                                                     PRUDENTIAL
                                                      JENNISON
                                                      PORTFOLIO
                                             --------------------------
                                                 1998           1997
                                             -----------    -----------
<S>                                          <C>            <C>
            Contract Owner Net
              Payments ...................   $   350,999    $   221,934
            Policy Loans .................   $  (186,693)   $   (95,540)
            Policy Loan Repayments
              and Interest ...............   $   207,729    $    33,699
            Surrenders, Withdrawals
              and Death Benefits .........   $  (263,749)   $   (53,534)
            Net Transfers From (To)
              Other Subaccounts or
              Fixed Rate Options .........   $ 2,831,858    $   976,677
            Administrative and Other
              Charges ....................   $  (156,276)   $   (85,689)
                                             -----------    -----------
            Net Increase (Decrease) in
              Net Assets Resulting from
              Premium Payment and
              Other Operating Transfers ..   $ 2,783,868    $   997,547
                                             ===========    ===========
</TABLE>


                                      A31
<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)
</TABLE>

<TABLE>
<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)
</TABLE>

<TABLE>
<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)
</TABLE>

<TABLE>
<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)
</TABLE>

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

                                                                                            PRUDENTIAL
                                                 GLOBAL                                      JENNISON
                                               PORTFOLIO                                    PORTFOLIO
                               -----------------------------------------    -----------------------------------------
                                   1998           1997           1996           1998           1997           1996
                               -----------    -----------    -----------    -----------    -----------    -----------
<S>                            <C>              <C>            <C>            <C>             <C>            <C>
            Contract Owner
              Contributions:    84,626,033      3,871,182      1,115,470      1,808,411        862,419        941,955

            Contract Owner
              Redemptions:     (53,280,086)      (575,706)      (515,089)      (520,419)      (284,443)      (200,566)
</TABLE>


                                      A32
<PAGE>

NOTE 10:     PURCHASES AND SALES OF INVESTMENTS

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

<TABLE>
<CAPTION>
                                                                  PORTFOLIOS
                               ---------------------------------------------------------------------------------

                                   MONEY         DIVERSIFIED                        FLEXIBLE        CONSERVATIVE
                                   MARKET            BOND            EQUITY          MANAGED          BALANCED
                               -------------    -------------    -------------    -------------    -------------
<S>                            <C>              <C>              <C>              <C>              <C>
            Purchases ......   $   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)
</TABLE>

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

                                 HIGH YIELD         STOCK            EQUITY                          PRUDENTIAL
                                    BOND            INDEX            INCOME           GLOBAL          JENNISON
                               -------------    -------------    -------------    -------------    -------------
<S>                            <C>              <C>              <C>              <C>              <C>
            Purchases ......   $  34,378,432    $  66,105,619    $   1,942,743    $  48,516,865    $   2,971,241
            Sales ..........   $  (5,319,054)   $ (17,811,220)   $    (835,710)   $  (1,930,267)   $    (223,989)
</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. Equityof contract owners in that subaccount
            at December 31, 1998 includes approximately $159.8 million ownedby
            Prudential.


                                      A33
<PAGE>

                        REPORT OF INDEPENDENT ACCOUNTANTS

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

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, Global Portfolio and Prudential
Jennison 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 evaluating the overall
financial statement presentation. We believe that our audits, which included
confirmation of fund shares owned at December 31, 1998, provide a reasonable
basis for the opinion expressed above.

PricewaterhouseCoopers LLP
New York, New York
March 19, 1999


                                      A34

<PAGE>


                       PRUCO LIFE OF NJ MODULE REFERENCE
- --------------------------------------------------------------------------------



<PAGE>

Pruco Life Insurance Company of New Jersey

Statements of Financial Position (Unaudited)
June 30, 1999 and December 31, 1998 (In Thousands)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                  June 30,           December 31,
                                                                                    1999                1998
                                                                             ------------------   ------------------
<S>                                                                          <C>                  <C>
ASSETS
Fixed maturities
     Available for sale, at fair value (amortized cost, 1999: $565,653;            $ 557,132            $ 622,990
1998: $617,758)
     Held to maturity, at amortized cost (fair value, 1999: $7,285)                    7,470                    -
Policy loans                                                                         142,703              139,443
Short-term investments                                                                60,732               53,761
                                                                             ------------------   ------------------
               Total investments                                                     768,037              816,194
Cash                                                                                     763                   45
Deferred policy acquisition costs                                                    122,880              113,923
Accrued investment income                                                             11,752               12,209
Receivable from affiliate                                                             13,211                    -
Other assets                                                                           2,384               15,379
Separate Account assets                                                            1,649,137            1,453,407
                                                                             ------------------   ------------------
TOTAL ASSETS                                                                       2,568,164            2,411,157
                                                                             ==================   ==================
LIABILITIES AND STOCKHOLDER'S EQUITY
Liabilities
Policyholders' account balances                                                    $ 413,254            $ 414,546
Future policy benefits and other policyholder liabilities                             93,566               89,832
Cash collateral for loaned securities                                                  4,715               34,424
Securities sold under agreements to repurchase                                        14,162               27,210
Income taxes payable                                                                  26,231               25,325
Payable to affiliate                                                                       -                3,492
Other liabilities                                                                     21,698               19,489
Separate Account liabilities                                                       1,646,026            1,450,986
                                                                             ------------------   ------------------
Total liabilities                                                                  2,219,652            2,065,304
                                                                             ------------------   ------------------
Contingencies (See Note 2)
Stockholder's Equity
Common stock, $5 par value;
        400,000 shares, authorized;
        issued and outstanding at
        June 30, 1999 and December 31, 1998                                            2,000                2,000
Paid-in-capital                                                                      125,000              125,000
Retained earnings                                                                    223,898              217,260
Accumulated other comprehensive income                                                (2,386)               1,593
                                                                             ------------------   ------------------
Total stockholder's equity                                                           348,512              345,853
                                                                             ------------------   ------------------
TOTAL LIABILITIES AND
     STOCKHOLDER'S EQUITY                                                         $2,568,164           $2,411,157
                                                                             ==================   ==================
</TABLE>


                        See Notes to Financial Statements

                                      B-1
<PAGE>

Pruco Life Insurance Company of New Jersey

Statements of Operations and Comprehensive Income (Unaudited)
Six Months Ended June 30, 1999 and 1998 (In Thousands)

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


<TABLE>
<CAPTION>
                                                                 Six months ended
                                                                     June 30,

                                                            1999                   1998
                                                     ------------------------------------------
<S>                                                  <C>                     <C>
REVENUES

Premiums                                                       $  694                 $  529
Policy charges and fee income                                  26,186                 24,518
Net investment income                                          24,575                 24,096
Realized investment (losses) gains, net                        (2,139)                 1,823
Asset management fee income                                     3,250                  2,601
Other income                                                      164                     58
                                                     ------------------------------------------

Total revenues                                                 52,730                 53,625
                                                     ------------------------------------------

BENEFITS AND EXPENSES

Policyholders' benefits                                        11,970                 12,193
Interest credited to policyholders' account balances            8,925                  9,691
General, administrative and other expenses                     21,623                 17,038
                                                     ------------------------------------------

Total benefits and expenses                                    42,518                 38,922
                                                     ------------------------------------------

Income before income taxes                                     10,212                 14,703
                                                     ------------------------------------------

Income taxes                                                    3,574                  5,220
                                                     ------------------------------------------

NET INCOME                                                   $  6,638               $  9,483
                                                     ------------------------------------------

     Unrealized gains (losses) on securities,
     net of reclassification adjustment                        (3,979)                    82
                                                     ==========================================

COMPREHENSIVE INCOME                                         $  2,659                $ 9,565
                                                     ==========================================



                        See Notes to Financial Statements

                                      B-2
<PAGE>

Pruco Life Insurance Company of New Jersey

Statements of Changes in Stockholder's Equity (Unaudited)
Six Months Ended June 30, 1999 and the Year Ended December 31, 1998 (In Thousands)
- --------------------------------------------------------------------------------


</TABLE>
<TABLE>
<CAPTION>
                                                                                Accumulated
                                                                                   other            Total
                                    Common stock    Paid-in-      Retained     comprehensive    stockholder's
                                                    capital       earnings         income           equity
                                    ------------- ------------- ------------- ---------------   --------------
<S>                                 <C>           <C>           <C>           <C>               <C>
Balance, December 31, 1997              $2,000      $125,000      $185,437            $2,956         $315,393

     Net income                              -             -        31,823                 -           31,823
     Change in unrealized losses on
        securities, net of                   -             -             -            (1,363)          (1,363)
reclassification
        adjustment
                                    ------------- ------------- ------------- ---------------   --------------

Balance, December 31, 1998              $2,000      $125,000      $217,260            $1,593         $345,853

     Net income                              -             -         6,638                 -            6,638
     Change in unrealized losses on
        securities, net of                   -             -             -            (3,979)          (3,979)
        reclassification
        adjustment
                                    ------------- ------------- ------------- ---------------   --------------

Balance, June 30, 1999                  $2,000      $125,000      $223,898          $ (2,386)        $348,512
                                    ============= ============= ============= ===============   ==============


                        See Notes to Financial Statements

                                      B-3
<PAGE>

Pruco Life Insurance Company of New Jersey

Statements of Cash Flows (Unaudited)
Six Months Ended June 30, 1999 and 1998 (In Thousands)

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



</TABLE>
<TABLE>
<CAPTION>
                                                                              1999                          1998
                                                                         ---------------              ---------------
<S>                                                                      <C>                          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

Net income                                                                    $ 6,638                      $ 9,483
Adjustments to reconcile net income to net cash (used in) provided
     by operating activities:
     Policy charges and fee income                                             (4,411)                      (3,692)
     Interest credited to policyholders' account balances                       8,925                        9,691
     Realized investment losses (gains), net                                    2,139                       (1,823)
     Amortization and other non-cash items                                     10,633                          843
     Change in:
         Future policy benefits and other policyholders' liabilities            3,734                        2,350
         Accrued investment income                                                457                          269
         Payable to / Receivable from affiliates, net                         (16,703)                      22,120
         Separate Accounts                                                       (690)                         (93)
         Policy loans                                                          (3,260)                      (6,970)
         Deferred policy acquisition costs                                     (8,957)                      (2,254)
         Income taxes payable                                                     906                       (9,016)
         Other, net                                                            15,204                       (4,649)
                                                                         ---------------              ---------------
Cash Flows From Operating Activities                                           14,615                       16,259
                                                                         ---------------              ---------------
CASH FLOWS FROM INVESTING ACTIVITIES:
     Proceeds from the sale/maturity of:
         Fixed maturities:
               Available for sale                                             559,840                      298,205
     Payments for the purchase of:
         Fixed maturities:
               Available for sale                                            (510,634)                    (305,188)
               Held to maturity                                                (7,470)                           -
     Cash collateral for loaned securities, net                               (29,709)                      (7,861)
     Securities sold under agreement to repurchase, net                       (13,048)                           -
     Short-term investments, net                                               (6,964)                         103
                                                                         ---------------              ---------------
Cash Flows Used In Investing Activities                                        (7,985)                     (14,741)
                                                                         ---------------              ---------------
CASH FLOWS FROM FINANCING ACTIVITIES:
     Policyholders' account balances:
          Deposits                                                            113,275                      175,341
          Withdrawals                                                        (119,187)                    (175,958)
                                                                         ---------------              ---------------
Cash Flows Used In Financing Activities                                        (5,912)                        (617)
                                                                         ---------------              ---------------
     Net increase in Cash                                                         718                          901
     Cash, beginning of year                                                       45                            3
                                                                         ===============              ===============
CASH, END OF PERIOD                                                             $ 763                        $ 904
                                                                         ===============              ===============


                        See Notes to Financial Statements

                                      B-4
<PAGE>


Pruco Life Insurance Company of New Jersey

Notes to Financial Statements (Unaudited)
- --------------------------------------------------------------------------------

1.  BASIS OF PRESENTATION

The accompanying unaudited financial statements of Pruco Life Insurance Company
of New Jersey ("the Company") have been prepared in accordance with the
requirements of Form 10-Q and generally accepted accounting principles ("GAAP")
for interim financial information. These statements should be read in
conjunction with the financial statements and notes thereto for the year ended
December 31, 1998 included in the Company's Annual Report on Form 10-K for that
year.

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.

The accompanying financial statements have not been audited by independent
accountants in accordance with generally accepted auditing standards, but in the
opinion of management such financial statements include all adjustments,
consisting only of normal recurring accruals necessary to summarize fairly the
Company's financial position and results of operations. The results of
operations for the six months ended June 30, 1999 may not be indicative of the
results that may be expected for the year ending December 31, 1999.

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

2.  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.

3.  RELATED PARTY TRANSACTIONS

Prudential and the Company have an agreement with respect to administrative
services for the Prudential Series Fund ("Series Fund"), the portfolio of mutual
fund investments related to the Company's Separate Account products. Under this
agreement, Prudential pays compensation to the Company in the amount equal to a
portion of the gross investment advisory fees paid by the Series Fund. This is
recorded as "Asset management fee income" in the Statements of Operations and
Comprehensive Income.

Prudential and the Company operate under service and lease agreements whereby
services of officers and employees, supplies, use of equipment and office space
are provided by Prudential. During the first six months of 1999, Prudential
reviewed and modified its methods for determining the level of administrative
expenses charged to the Company. As a result, the level of such expenses has
increased significantly over the 1998 levels.

4.  RECENT ACCOUNTING PRONOUNCEMENTS

In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, "Accounting for Derivatives and Hedging
Activities". The new accounting treatment required by this statement will not
affect the Company's liquidity or the ultimate economic gain or loss from its
derivative positions. However, it may affect the way the Company recognizes
changes in value of some of its derivatives and derivative-like contract
features, and this could lead to more volatility in the Company's reported
income statement results, especially on a quarterly basis.

4.  RECENT ACCOUNTING PRONOUNCEMENTS (continued)

                                      B-5
<PAGE>

Pruco Life Insurance Company of New Jersey

Notes to Financial Statements (Unaudited)
- --------------------------------------------------------------------------------

Under previous accounting standards, companies could defer recognizing changes
in the value of derivatives used to hedge various risks if certain conditions
were met. Under the new accounting standards, all derivatives must be reported
at fair value each quarter, but if special hedge accounting requirements are met
this change in fair value may be offset, entirely or partially, by also
recognizing the corresponding change in value of the hedged item. Since the
Company already marks most of its derivative positions to market each quarter,
the Company does not expect this new treatment to materially increase its net
income volatility assuming the Company continues its current derivative and
hedging strategies.

While the Statement does not apply to most traditional insurance contracts, some
contracts may contain features that can affect settlement amounts similarly to
derivatives. For these contracts, the new standards call for separate accounting
for the "host contract" and the "embedded derivative", leading to mark-to-market
for the "embedded derivative" features that was not previously required. While
the Company's economic results from these contracts are also unaffected, this
accounting could lead to increased volatility in the quarterly income statement
results it reports.

The Company has not yet completed its assessment of the impact of the
statement, and its effect on the Company depends, among other things, on its
derivative positions and hedging strategies after the date of adoption. The
Company is required to adopt this statement no later than January 1, 2001.

                                      B-6
<PAGE>


</TABLE>
<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                                                 $  414,546       $  402,601
Future policy benefits and other policyholder liabilities                           89,832           85,220
Cash collateral for loaned securities                                               34,424           33,663
Securities sold under agreements to repurchase                                      27,210               --
Income taxes payable                                                                25,325           35,151
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-7
<PAGE>

Pruco Life Insurance Company of New Jersey

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

<TABLE>
<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-8
<PAGE>


Pruco Life Insurance Company of New Jersey

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

<TABLE>
<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-9
<PAGE>


Pruco Life Insurance Company of New Jersey

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

<TABLE>
<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-10
<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

                                      B-11
<PAGE>

Pruco Life Insurance Company of New Jersey

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

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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.

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

                                      B-12
<PAGE>

Pruco Life Insurance Company of New Jersey

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

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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.

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.

                                      B-13
<PAGE>

Pruco Life Insurance Company of New Jersey

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

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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

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

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

Under SFAS No. 133, the accounting for changes in fair value of a derivative
depends on its intended use and designation. For a fair value hedge, the gain or
loss is recognized in earnings in the period of change together with the
offsetting loss or gain on the hedged item. For a cash flow hedge, the effective
portion of the derivative's gain or loss is initially reported as a component of
other comprehensive income and subsequently reclassified into earnings when the
forecasted transaction affects earnings. For a foreign currency hedge, the gain
or loss is reported in other comprehensive income as part of the foreign
currency translation adjustment. For all other 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-14
<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-15
<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-16
<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-17
<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-18
<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-19
<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-20
<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-21
<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-22
<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-23
<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>

                                     B-24
<PAGE>

Pruco Life Insurance Company of New Jersey

Notes to Financial Statements

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

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.

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.

                                      B-25
<PAGE>

Pruco Life Insurance Company of New Jersey

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

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."

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-26
<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 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-27





<PAGE>


PRUSELECT(SM) III
Variable Life
Insurance

[LOGO] Prudential


Pruco Life Insurance Company of New Jersey
213 Washington Street, Newark, NJ 07102-2992
Telephone 800 286-7754



CVUL - 3NJ Ed. 11/99





<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 Universal 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 ("Pruco Life of New Jersey"), 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 Pruco Life of
New Jersey's By-law, Article V, which relates to indemnification of officers and
directors, is filed as Exhibit 1.A.(6)(c) to this registration statement.


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 112 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

     2.   Clifford E. Kirsch, Esq.

     3.   Nancy D. Davis, FSA, MAAA


The following exhibits:

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

     A.   (1)  (a)  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)


               (b)  Amendment of Separate Account Resolution. (Note 9)


          (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 9)

               (c)  Schedules of Sales Commissions. (Note 1)


               (d)  Participation Agreements and Amendments:


                    (i)  (a)  AIM Variable Insurance Funds, Inc., AIM V.I. Value
                              Fund. (Note 9)

                         (b)  Amendment to the AIM Variable Insurance Funds,
                              Inc. Participation Agreement. (Note 1)

                    (ii) (a)  American Century Variable Portfolios, Inc., VP
                              Value Portfolio. (Note 9)

                         (b)  Amendment to the American Century Variable
                              Insurance Funds, Inc. Participation Agreement.
                              (Note 1)

                   (iii) (a)  Janus Aspen Series, Growth Portfolio. (Note 9)

                         (b)  Amendment to the Janus Aspen Series Participation
                              Agreement. (Note 1)


                    (iv) (a)  MFS Variable Insurance Trust, Emerging Growth
                              Series. (Note 9)

                         (b)  Amendment to the MFS Variable Insurance Trust
                              Participation Agreement. (Note 1)

                    (v)  (a)  T. Rowe Price International Series, Inc.,
                              International Stock Portfolio. (Note 9)

                         (b)  Amendment to the T. Rowe Price International
                              Series, Inc. Participation Agreement. (Note 1)


          (4)  Not Applicable.


          (5)  Variable Universal Life Insurance Contract. (Note 9)


          (6)  (a)  Articles of Incorporation of Pruco Life Insurance Company of
                    New Jersey, as amended March 11, 1983. (Note 7)


                                      II-2
<PAGE>


               (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 August 4, 1999. (Note 9)


          (7)  Not Applicable.

          (8)  Not Applicable.

          (9)  Not Applicable.


          (10) (a)  New Jersey Application Form for Variable Universal Life
                    Insurance Contract. (Note 9)

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


          (11) Not Applicable.


          (12) Memorandum describing Pruco Life Insurance Company of New
               Jersey's issuance, transfer, and redemption procedures for the
               Contracts pursuant to Rule 6e-3(T)(b)(12)(iii). (Note 9)

          (13) Rider for Flexible Term Insurance Benefit. (Note 9)


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


7.   Powers of Attorney.

     (a)  William M. Bethke, Ira J. Kleinman, Esther H. Milnes, I. Edward Price
          (Note 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 Form
          S-6, Registration No. 2-89780, filed April 25, 1996 on behalf of the
          Pruco Life of New Jersey Variable Appreciable Account.

(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 Form
          S-6, Registration No. 2-89780, filed April 28, 1997 on behalf of the
          Pruco Life of New Jersey Variable Appreciable Account.

(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.


(Note 9)  Incorporated by reference to Registrant's Form S-6, filed August 13,
          1999.




                                      II-3
<PAGE>


                                   SIGNATURES


Pursuant to the requirements of the Securities Act of 1933, the Registrant, the
Pruco Life of New Jersey Variable Appreciable Account, has duly caused this
Registration Statement to be signed on its behalf by the undersigned thereunto
duly authorized, and its seal hereunto affixed and attested, all in the city of
Newark and the State of New Jersey, on this 2nd day of November, 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 Registration
Statement has been signed below by the following persons in the capacities
indicated on this 2nd day of November, 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.                                   *By: /s/ Thomas C. Castano
Director                                                   ---------------------
                                                           Thomas C. Castano
                                                           (Attorney-in-Fact)
/s/ *
- --------------------------------------
William M. Bethke
Director

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

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



                                      II-4
<PAGE>


                                  EXHIBIT INDEX


                           Consent of PricewaterhouseCoopers LLP, independent
                           accountants

1.A (3)(c)                 Schedule of Sales Commissions

1.A (3)(d)(i)(b)           Amendment to the AIM Variable Insurance Funds, Inc.
                           Participation Agreement

1.A (3)(d)(ii)(b)          Amendment to the American Century Variable Insurance
                           Funds, Inc. Participation Agreement

1.A (3)(d)(iii)(b)         Amendment to the Janus Aspen Series Participation
                           Agreement

1.A (3)(d)(iv)(b)          Amendment to the MFS Variable Insurance Trust
                           Participation Agreement

1.A (3)(d)(v)(b)           Amendment to the T. Rowe Price International Series,
                           Inc. Participation Agreement

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

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




                                      II-5








                       CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the use in the Prospectus constituting part of this
Pre-Effective Amendment No. 1 to the registration statement on Form S-6 (the
"Registration Statement") of our report dated March 19, 1999, relating to the
financial statements of 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
November 2, 1999






                      COMMISSION SCHEDULE FOR PRUSELECT III

1)   COMMISSIONS

     o    First Year Commissions - The rate will be 20% up to the target premium
          and 2% in excess of the target premium.

     o    Renewal Commissions, Service Commissions and Drop-Ins - The rate will
          be 12% up to the target premium and 2% in excess of the target premium
          for years 2-10. After year 10, the rate will be 2% up to the target
          premium and 2% in excess of the target premium.

          Note that for coverage years 1-7 the commissions are vested and
          payable to the writing producer only. After year 7, the commissions
          are non-vested and payable to whomever services the policy.

     o    Trail Commissions - Contract years 6-20 will reflect a total trail of
          .20% which is comprised of (1) .10% vested trails payable only to the
          writing producer of the base policy and (2) .10% non-vested trails
          payable to whomever services the policy. This is equal to a quarterly
          trail of .05% for years 6-20. After contract year 20, the total trail
          will be .10% which is comprised of (1) .05% vested trails payable only
          to the writing producer of the base policy and (2) .05% non-vested
          trails payable to whomever services the policy. This is equal to a
          quarterly trail of .025% for years beyond 20. Note that trail
          commissions are calculated as a percent of the mean asset value (MAV).

2)   COMMISSION RECAPTURES

     o    Lapses - There is no commission charge back for lapses in any policy
          year.

     o    Surrenders - If a PruSelect III policy is fully surrendered in the
          first four policy years, 50% of commission on any premiums paid in the
          previous twelve months ending on the surrender effective date,
          starting on the following day in the previous year, will be
          recaptured.

3)   OTHER BROKER-DEALERS

     The contract may also be sold through other broker-dealers authorized by
     Prusec and applicable law to do so. Registered representatives of such
     other broker-dealers may be paid on a different basis than that stated
     above.




                                 AMENDMENT NO. 1
                             PARTICIPATION AGREEMENT

     The Participation Agreement (the "Agreement"), dated February 14, 1997, by
and among AIM Variable Insurance Funds, Inc., a Maryland corporation, A I M
Distributors, Inc., a Delaware corporation, Pruco Life Insurance Company of New
Jersey, a New Jersey life insurance company and Pruco Securities Corporation, a
New Jersey corporation, is hereby amended as follows:

     Schedule A of the Agreement is hereby deleted in its entirety and replaced
with the following:


                                   SCHEDULE A
                                   ----------

<TABLE>
<CAPTION>
FUNDS AVAILABLE UNDER                       SEPARATE ACCOUNTS                       POLICIES FUNDED BY THE
THE POLICIES                                UTILIZING THE FUNDS                     SEPARATE ACCOUNTS

<S>                                         <C>                                     <C>
AIM V.I. Growth and Income Fund             Pruco Life of New Jersey                Discovery Select Annuity
AIM V.I. Value Fund                         Flexible Premium Variable               Contract
                                            Annuity Account,
                                            established May 20, 1996

                                            Pruco Life of New Jersey                Discovery Choice Annuity
                                            Flexible Premium Variable               Contract
                                            Annuity Account,
                                            established May 20, 1996

                                            Pruco Life of New Jersey                PruSelect III Variable Universal
                                            Variable Appreciable Account,           Life Policy
                                            established May 20,1989
</TABLE>

     All other terms and provisions of the Agreement not amended herein shall
remain in full force and effect.

Effective Date:
               ---------------


                                            AIM VARIABLE INSURANCE FUNDS, INC.

     Attest: /s/                            By: /s/
            --------------------------          ------------------------------

     Name: Nancy L. Martin                  Name: Robert H. Graham
     Title: Assistant Secretary             Title: President

     (SEAL)

                                            A I M DISTRIBUTORS, INC.

     Attest: /s/                            By: /s/
            --------------------------          ------------------------------

     Name: Nancy L. Martin                  Name: Michael J. Cemo
     Title: Assistant Secretary             Title: President

     (SEAL)


<PAGE>


                                            PRUCO LIFE INSURANCE COMPANY
                                            OF NEW JERSEY

     Attest: /s/                            By: /s/
             --------------------------         --------------------------------

     Name: Thomas C. Castano                Name: Dennis G. Sullivan

     Title: Assistant Secretary             Title: VP & Chief Accounting Officer

     (SEAL)


                                            PRUCO SECURITIES CORPORATION

     Attest: /s/                            By: /s/
             --------------------------         --------------------------------
     Name: Thomas C. Castano                Name: Clifford Kirsch

     Title: Assistant Secretary             Title: Chief Legal Officer

     (SEAL)






                    AMENDMENT NO. I TO THE AMENDED & RESTATED
                          FUND PARTICIPATION AGREEMENT

     THIS AMENDMENT NO. I TO THE AMENDED & RESTATED FUND PARTICIPATION AGREEMENT
is made and entered into as of August 15,1999, by and among PRUCO LIFE INSURANCE
COMPANY OF NEW JERSEY (the "Company") and AMERICAN CENTURY INVESTMENT
MANAGEMENT, INC., ("Manager"). Capitalized terms not otherwise defined herein
shall have the meaning ascribed to them in the Agreement (as defined below).

     WHEREAS, the Company and the Manager desire to expand the number and type
of accounts set forth in Schedule B to the Agreement.

     NOW, THEREFORE, in consideration of the premises and the mutual covenants
and promises expressed herein, the parties hereto hereby agree as follows:

     1. By this Amendment the parties agree to strike and replace Exhibit B to
the Agreement in its entirety and replace it with Exhibit B attached hereto.

     2. In the event that there is any conflict between the terms of this
Amendment No. 1 and the Agreement, it is the intention of the parties hereto
that the terms of this Amendment No. 1 shall control, and the Agreement shall be
interpreted on that basis. To the extent that the provisions of the Agreement
have not been amended by this Amendment No. 1, the parties hereto hereby confirm
and ratify the Agreement.

     IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1
as of the date first above written.


                                    PRUCO LIFE INSURANCE COMPANY OF NEW
                                    JERSEY

                                    By: /s/
                                        ----------------------------------------
                                    Name:  Dennis G. Sullivan
                                    Title:  VP & Chief Accounting Officer

                                    AMERICAN CENTURY INVESTMENT MANAGEMENT, INC.

                                    By: /s/
                                        ----------------------------------------
                                    William M. Lyons
                                    Executive Vice President


                                       1

<PAGE>


                                    EXHIBIT B
                                    ACCOUNTS

Pruco Life of New Jersey Flexible Premium Variable Annuity Account
Pruco Life of New Jersey Variable Appreciable Account




     IN WITNESS WHEREOF, the undersigned parties hereby amend this Schedule A in
accordance with the Participation Agreement made and entered into as of the 21st
day of January, 1997. This amendment shall be effective as of the 15th day of
August, 1999.

COMPANY:                            PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY

                                    By its authorized officer,

                                    By: /s/ Joel Kesner
                                        ----------------------------

                                    Title: Vice President

                                    Date: August 15, 1999


FUND:                               JANUS ASPEN SERIES

                                    By its authorized officer,

                                    By: /s/ Bonnie Howe
                                        ----------------------------

                                    Title: Assisant Vice President

                                    Date:

FUND:                               JANUS CAPITAL CORPORATION

                                    By its authorized officer,

                                    By: /s/ Bonnie Howe
                                        ----------------------------

                                    Title:  Assistant Vice President

                                    Date:
                                        ----------------------------

<PAGE>


                                   SCHEDULE A



<TABLE>
<CAPTION>
Name of Separate Account and                            Contracts Funded
Date Established by Board of Directors                  By Separate Account                 Designated Portfolio
- --------------------------------------                  -------------------                 --------------------


<S>                                                     <C>                                 <C>
Pruco Life of New Jersey Flexible                       Discovery Select Annuity            Janus Aspen Series
Premium Variable Annuity Account                        Contract                            - Growth Portfolio
est. May 20, 1996                                                                           - International Growth Portfolio

Pruco Life of New Jersey Variable                       Variable Universal Life             Janus Aspen Series
Appreciable Account                                     Insurance Contract                  - Growth Portfolio
est. January 13, 1984                                                                       - International Growth Portfolio

Pruco Life of New Jersey Flexible                       Discovery Choice                    Janus Aspen Series
Premium Variable                                        Annuity Contract                    - Growth Portfolio
Annuity Account est. May 20, 1996                                                           - International Growth Portfolio

Pruco Life of New Jersey Variable                       Pruselect III Variable              Janus Aspen Series
Appreciable Account                                     Universal Life Insurance            - Growth Portfolio
est. January 13, 1984                                   Contract                            - International Growth Portfolio
</TABLE>





                      AMENDMENT TO PARTICIPATION AGREEMENT

     Pursuant to the Participation Agreement, made and entered into as of the
7th day of February 1997, by and among MFS(R) Variable Insurance Trusts(SM),
Pruco Life Insurance Company of New Jersey, and Massachusetts Financial Services
Company, the parties hereby agree to an amended Schedule A as attached hereto.

     IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to
the Participation Agreement to be executed in its name and on its behalf by its
duly authorized representative. The Amendment shall take effect on August 15,
1999.

                                         PRUCO LIFE INSURANCE
                                         COMPANY OF NEW JERSEY
                                         By its authorized officer,

                                         By: /s/  Joel Kesner
                                             ----------------------------------
                                         Title:  Vice President

                                         Date:  August 27, 1999


                                         MFS(R) VARIABLE INSURANCE TRUST(SM)

                                         By its authorized officer,

                                         By: /s/
                                             ----------------------------------
                                             James R. Bordewick, Jr.
                                             Assistant Secretary

                                         Date:


                                         MASSACHUSETTS FINANCIAL
                                         SERVICES COMPANY

                                         By its authorized officer,

                                         By: /s/
                                             ----------------------------------
                                             Jeffrey L. Shames
                                             Chairman & Chief Executive Officer

                                         Date: 8/24/99


<PAGE>


                                                           As of August 15, 1999

                                   SCHEDULE A

                        ACCOUNTS, POLICIES AND PORTFOLIOS
                     SUBJECT TO THE PARTICIPATION AGREEMENT

<TABLE>
<CAPTION>
           NAME OF SEPARATE                                   POLICIES FUNDED                                    PORTFOLIOS
           ACCOUNT AND DATE                                 BY SEPARATE ACCOUNT                           APPLICABLE TO POLICIES
   ESTABLISHED BY BOARD OF DIRECTORS                        -------------------                           ------------------------
   ---------------------------------
<S>                                                   <C>                                                 <C>
     Pruco Life of New Jersey                         Discovery Select Annuity Contract                   MFS Emerging Growth Series
     Flexible Premium                                                                                     MFS Research Series
     Variable Annuity Account
     (Est. 5/20/96)

     Pruco Life of New Jersey                         Discovery Choice Annuity Contract                   MFS Emerging Growth Series
     Flexible Premium                                                                                     MFS Research Series
     Variable Annuity Account
     (Est. 5/20/96)

     Pruco Life of New Jersey                         Pruselect III Variable                              MFS Emerging Growth Series
     Variable Appreciable Account                     Universal Life Policy                               MFS Research Series
     (Est. 5/20/96)
</TABLE>




     IN WITNESS WHEREOF, Pruco Life Insurance Company of New Jersey, T. Rowe
Price Investment Services, Inc. and the undersigned funds hereby amend this
Schedule A in accordance with the Participation Agreement made and entered into
as of the 14th day of February, 1997.


COMPANY:                                PRUCO LIFE INSURANCE COMPANY OF
                                        NEW JERSEY

                                        By its authorized officer

                                        By: /s/ Joel Kesner
                                            ------------------------------------
                                        Title:  Vice President
                                        Date:


FUNDS:                                  T. ROWE PRICE EQUITY SERIES, INC.

                                        By its authorized officer

                                        By: /s/
                                            ------------------------------------
                                        Title:  Vice President
                                        Date:  September 21, 1999

                                        T. ROWE PRICE INTERNATIONAL SERIES, INC.

                                        By its authorized officer

                                        By: /s/
                                            ------------------------------------
                                        Title:  Vice President
                                        Date:  September 21, 1999


UNDERWRITER:                            T. ROWE PRICE INVESTMENT SERVICES, INC.

                                        By its authorized officer

                                        By: /s/
                                            ------------------------------------
                                        Title:  Vice President
                                        Date:  September 21, 1999


<PAGE>


                                   SCHEDULE A

Effective as of September 21, 1999, this Schedule A is hereby amended as
follows:

<TABLE>
<CAPTION>
      NAME OF SEPARATE ACCOUNT
      AND DATE ESTABLISHED BY                CONTRACTS FUNDED BY
      BOARD OF DIRECTORS                     SEPARATE ACCOUNT                        DESIGNATED PORTFOLIOS
      ------------------                     ----------------                        ---------------------

<S>                                          <C>                                     <C>
      Pruco Life of New Jersey               Discovery Select Annuity                T. Rowe Price International Series, Inc.
      Flexible Premium Variable              Contract                                - T. Rowe Price International Stock
      Annuity Account                                                                  Portfolio
      Established May 20, 1996
                                                                                     T. Rowe Price Equity Series, Inc.
                                                                                     - T. Rowe Price Equity Income Portfolio

      Pruco Life of New Jersey               Discovery Choice Annuity                T. Rowe Price International Series, Inc.
      Flexible Premium Variable              Contract                                - T. Rowe Price International Stock
      Annuity Account                                                                  Portfolio
      Established May 20, 1996
                                                                                     T. Rowe Price Equity Series, Inc.
                                                                                     - T. Rowe Price Equity Income Portfolio

      Pruco Life of New Jersey               Pruselect III Variable                  T. Rowe Price International Series, Inc.
      Variable Appreciable Account           Universal Life Policy                   - T. Rowe Price International Stock
      Established May 20, 1996                                                         Portfolio
</TABLE>



                                                                       Exhibit 3

                                                                November 2, 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. 333-85117) under the
Securities Act of 1933 for the registration of certain variable universal 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 universal 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



                                                                       Exhibit 6

                                                                November 2, 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 ("Pruco Life of New Jersey") of variable
universal life insurance contracts ("Contracts") under the Securities Act of
1933. The prospectus included in Pre-Effective Amendment No. 1 to Registration
Statement No. 333-85117 on Form S-6 describes the Contracts. I have reviewed the
Contract form and I have participated in the preparation and review of the
Registration Statement and Exhibits thereto. In my opinion:

     (1)  The illustrations of cash surrender values and death benefits included
          in the prospectus section entitled "Illustrations of Surrender Values,
          Death Benefits, and Accumulated Premiums," based on the assumptions
          stated in the illustrations, are consistent with the provisions of the
          Contract. The rate structure of the Contract has not been designed so
          as to make the relationship between premiums and benefits, as shown in
          the illustrations, appear more favorable to a prospective purchaser of
          a Contract for male age 45, than to prospective purchasers of
          Contracts on males of other ages or on females.

     (2)  The examples shown in the section of the prospectus entitled "Changing
          the Type of Death Benefit" are consistent with the provisions of the
          Contract.

     (3)  The chart included in the section of the prospectus entitled "Riders"
          is consistent with the provisions of the Contract.

     (4)  The charts included in the sections of the prospectus entitled: "How a
          Type A (Fixed) Contract's Death Benefit Will Vary," "How a Type B
          (Variable) Contract's Death Benefit Will Vary," and "How a Type C
          (Return of Premium) Contract's Death Benefit Will Vary," are
          consistent with the provisions of the Contract.

     (5)  The deduction in an amount equal to 1.25% of each premium is a
          reasonable charge in relation to the additional income tax burden
          imposed upon Pruco Life of New Jersey and its parent company, The
          Prudential Insurance Company of America, as the result of the
          enactment of Section 848 of the Internal Revenue Code. In reaching
          that conclusion a number of factors were taken into account that, in
          my opinion, were appropriate and which resulted in a projected
          after-tax rate of return that is a reasonable rate to use in
          discounting the tax benefit of the deductions allowed in Section 848
          in taxable years subsequent to the year in which the premiums are
          received.

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



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