PRUCO LIFE OF NEW JERSEY VARIABLE APPRECIABLE ACCOUNT
485BPOS, 2000-04-26
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AS FILED WITH THE SEC ON ___________.                REGISTRATION NO.  333-85117


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                        POST-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

                                   ----------



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

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

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

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

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


<PAGE>

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

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

     1.                  Cover Page

     2.                  Cover Page

     3.                  Not Applicable

     4.                  Sale of the Contract 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
                         Prospective 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 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




                                   May 1, 2000






                   PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY

<PAGE>


PROSPECTUS

May 1, 2000

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", "us", "we", or "our"), a stock life insurance company.
Pruco Life of New Jersey is an indirect, wholly-owned subsidiary of The
Prudential Insurance Company of America ("Prudential"). 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.

INVESTMENT CHOICES:

PruSelect III offers a wide variety of investment choices, including 15 variable
investment options that invest in mutual funds managed by these leading asset
managers:

o    THE PRUDENTIAL INVESTMENT CORPORATION

o    A I M ADVISORS, INC.

o    AMERICAN CENTURY INVESTMENT MANAGEMENT, INC.

o    JANUS CAPITAL CORPORATION

o    MASSACHUSETTS FINANCIAL SERVICES COMPANY

o    ROWE PRICE-FLEMING INTERNATIONAL, INC.

For a complete list of the 15 available variable investment options and their
investment objectives, see THE FUNDS, page 7.

This prospectus describes the Contract generally and the Pruco Life of New
Jersey Variable Appreciable Account (the "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.......................................................................................................4
   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
   VOTING RIGHTS................................................................................................................9
   WHICH INVESTMENT OPTION SHOULD BE SELECTED?..................................................................................9

DETAILED INFORMATION FOR PROSPECTIVE CONTRACT OWNERS...........................................................................10
   CHARGES AND EXPENSES........................................................................................................10
   REDUCTION OF CHARGES........................................................................................................12
   REQUIREMENTS FOR ISSUANCE OF A CONTRACT.....................................................................................13
   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......................................................................................................17
   TRANSFERS...................................................................................................................17
   DOLLAR COST AVERAGING.......................................................................................................18
   AUTO-REBALANCING............................................................................................................18
   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.................................................................................................................22
   LAPSE AND REINSTATEMENT.....................................................................................................22
   INCREASES IN BASIC INSURANCE AMOUNT.........................................................................................22
   DECREASES IN BASIC INSURANCE AMOUNT.........................................................................................24
   WHEN PROCEEDS ARE PAID......................................................................................................24
   ILLUSTRATIONS OF SURRENDER VALUES, DEATH BENEFITS, AND ACCUMULATED PREMIUMS.................................................24
   CONTRACT LOANS..............................................................................................................27
   TAX TREATMENT OF CONTRACT BENEFITS..........................................................................................27
   LEGAL CONSIDERATIONS RELATING TO SEX-DISTINCT PREMIUMS AND BENEFITS.........................................................29
   EXCHANGE RIGHT..............................................................................................................30
   OPTION TO EXCHANGE INSURED..................................................................................................30
   OTHER GENERAL CONTRACT PROVISIONS...........................................................................................30
   SUBSTITUTION OF FUND SHARES.................................................................................................30
   REPORTS TO CONTRACT OWNERS..................................................................................................31
   SALE OF THE CONTRACT AND SALES COMMISSIONS..................................................................................31
   STATE REGULATION............................................................................................................31
   EXPERTS.....................................................................................................................31
</TABLE>


<PAGE>


<TABLE>
<S>                                                                                                                           <C>
   LITIGATION AND REGULATORY PROCEEDINGS.......................................................................................32
   ADDITIONAL INFORMATION......................................................................................................32
   FINANCIAL STATEMENTS........................................................................................................32

DIRECTORS AND OFFICERS.........................................................................................................33

FINANCIAL STATEMENTS OF THE PRUSELECT III VARIABLE LIFE SUBACCOUNTS OF 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.
Also referred to as "face amount."


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
accrued thereon.

CONTRACT FUND -- The total amount credited to a specific Contract. On any date
it is equal to the sum of the amounts invested in the variable investment
options and the principal amount of any Contract debt plus any interest earned
thereon.


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 -- If the Contract is not in default, this is the amount we will
pay upon the death of the insured, assuming no Contract debt.


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.


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.


SEPARATE ACCOUNT -- Amounts under the Contract that are allocated to the
variable investment options are held by us in a separate account called the
Pruco Life of New Jersey Variable Appreciable Account. The Separate Account is
set apart from all of the general assets of Pruco Life of New Jersey Insurance
Company.



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 variable investment option to the next. Such
determinations are made when the net asset values of the portfolios of the Funds
are calculated, which is generally at 4:00 p.m. Eastern time on each day during
which the New York Stock Exchange is open.

VARIABLE INVESTMENT OPTIONS -- The 15 mutual funds available under this
Contract, whose shares are held in the separate account.


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.

BRIEF DESCRIPTION OF THE CONTRACT


The Contract is an individual flexible premium variable universal life insurance
contract. It is issued by Pruco Life Insurance Company of New Jersey ("Pruco
Life of New Jersey", "us", "we", or "our"). 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 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 variable investment
options. 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 variable investment options you select, investment
returns in the variable investment options are NOT guaranteed. There is a risk
that investment performance will be unfavorable and that the value of your
Contract Fund will decrease. The risk will be different, depending upon which
investment options you choose. See WHICH INVESTMENT OPTION SHOULD BE SELECTED?,
page 9.

Variable life insurance contracts are unsuitable as short-term savings vehicles.
Withdrawals and loans may result in adverse tax consequences. See TAX TREATMENT
OF CONTRACT BENEFITS, page 27.

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, which are largely designed to cover insurance
costs and risks, as well as sales and administrative expenses, are fully
described under CHARGES AND EXPENSES, page 10. In brief, and subject to that
fuller description, the following diagram outlines the maximum charges which
Pruco Life of New Jersey may make:



                                       2
<PAGE>



                            --------------------------
                                 PREMIUM PAYMENT
                            --------------------------
                                        |
               ----------------------------------------------------

                 o    less a charge of up to 7.5% of the premiums
                      paid for taxes attributable to premiums.

                 o    less a charge for sales expenses of up to
                      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 change
      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
         variable investment options.
      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 27.)
      o  Subtraction of any decrease due to investment results of the
         chosen variable investment options.
      o  Subtraction of any amount withdrawn.

      o  Subtraction of the charges listed below, as applicable.

   -------------------------------------------------------------------------
                                        |
   -------------------------------------------------------------------------
                                 DAILY CHARGES


      o  Management fees and expenses are deducted from the Fund assets.
         See UNDERLYING PORTFOLIO EXPENSES chart, below.

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

   -------------------------------------------------------------------------
                                        |
   -------------------------------------------------------------------------
                                 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.

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

- --------------------------------------------------------------------------------
                          UNDERLYING PORTFOLIO EXPENSES

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
                                                                                  TOTAL
                  PORTFOLIO                      INVESTMENT       OTHER        CONTRACTUAL       TOTAL ACTUAL
                                                ADVISORY FEE     EXPENSES        EXPENSES         EXPENSES*
- ----------------------------------------------------------------------------------------------------------------
<S>                                                <C>             <C>            <C>               <C>
SERIES FUND
  Money Market                                     0.40%           0.02%          0.42%             0.42%
  Diversified Bond                                 0.40%           0.03%          0.43%             0.43%
  Conservative Balanced                            0.55%           0.02%          0.57%             0.57%
  Flexible Managed                                 0.60%           0.02%          0.62%             0.62%
  High Yield Bond                                  0.55%           0.05%          0.60%             0.60%
  Stock Index                                      0.35%           0.04%          0.39%             0.39%
  Equity Income                                    0.40%           0.02%          0.42%             0.42%
  Equity                                           0.45%           0.02%          0.47%             0.47%
  Prudential Jennison                              0.60%           0.03%          0.63%             0.63%
  Global                                           0.75%           0.09%          0.84%             0.84%
AIM VARIABLE INSURANCE FUNDS
  AIM V.I. Value Fund                              0.61%           0.15%          0.76%             0.76%
AMERICAN  CENTURY VARIABLE  PORTFOLIOS,  INC. (1)
  VP Value Fund                                    1.00%           0.00%          1.00%             1.00%
JANUS ASPEN SERIES (2)
  Growth Portfolio                                 0.65%           0.02%          0.67%             0.67%
MFS(R)VARIABLE INSURANCE TRUSTSM  (3)
  Emerging Growth Series                           0.75%           0.09%          0.84%             0.84%
T. ROWE PRICE INTERNATIONAL SERIES, INC. (1)
  International Stock Portfolio                    1.05%           0.00%          1.05%             1.05%
</TABLE>

* Reflects fee waivers and reimbursement of expenses, if any.

- --------------------------------------------------------------------------------
(1) AMERICAN CENTURY VARIABLE PORTFOLIOS, INC. / T. ROWE PRICE INTERNATIONAL
    SERIES, INC.
    The Investment Advisory Fee includes the ordinary expenses of operating
    the Fund.

(2) JANUS ASPEN SERIES
    The table reflects expenses based on expenses for the fiscal year ended
    December 31, 1999, restated to reflect a reduction in the management fee.

(3) MFS(R) VARIABLE INSURANCE TRUST(SM)
    The 0.09% on "Other Expenses" does not take into account a 0.01% expense
    offset arrangement with the Fund's custodian and is therefore higher than
    the actual expenses of the Service.


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


                                       4
<PAGE>


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. Paying
insufficient premiums, poor investment results, or taking loans or withdrawals
from the Contract will increase the possibility that the Contract will lapse.
However, the Contract will remain inforce if the Contract Fund is greater than
zero and more than any Contract debt. See PREMIUMS, page 16 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 16.

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 preliminary steps necessary to
allow Prudential to demutualize. On July 1, 1998, legislation was enacted in New
Jersey that would permit this conversion to occur and that specified the process
for conversion. Demutualization is a complex process involving development of a
plan of reorganization, adoption of a plan by Prudential's Board of Directors, a
public hearing, voting by qualified policyholders, and regulatory approval.
Prudential is working toward completing this process in 2001 and currently
expects adoption by the Board of Directors to take place in the latter part of
2000. However, there is no certainty that the demutualization will be completed
in this timeframe or that the necessary approvals will be obtained. Also it is
possible that after careful review, Prudential could decide not to demutualize
or could decide to delay its plans.

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

PRUCO LIFE OF NEW JERSEY VARIABLE APPRECIABLE ACCOUNT

We have established a separate account, the Pruco Life of New Jersey Variable
Appreciable Account (the "Account"), to hold the assets that are associated with
the Contracts. The Account was established on January 13, 1984 under New Jersey
law and is registered with the Securities and Exchange Commission ("SEC") under
the Investment Company Act of 1940 as a unit investment trust which is a type of
investment company. The Account meets the definition of a "separate account"
under the federal securities laws. The Account holds assets that are segregated
from all of Pruco Life of New Jersey's other assets.

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



                                       6
<PAGE>



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

Currently, you may invest in one or a combination of 15 available variable
investment options. When you choose a variable investment option, we purchase
shares of a mutual fund which are held as an investment for that option. We hold
these shares in the Account. The division of the separate account of Pruco Life
of New Jersey that invests in a particular mutual fund is referred to in your
contract as a subaccount. Pruco Life of New Jersey may add additional variable
investment options in the future. The Account's financial statements begin on
page A1.


THE FUNDS


Listed below are the mutual funds (the "Funds") in which the variable investment
options invest, the Funds' investment objectives, and investment advisers.

EACH FUND HAS A SEPARATE PROSPECTUS THAT IS PROVIDED WITH THIS PROSPECTUS. YOU
SHOULD READ THE FUND PROSPECTUS BEFORE YOU DECIDE TO ALLOCATE ASSETS TO THE
VARIABLE INVESTMENT OPTION USING THAT FUND. THERE IS NO ASSURANCE THAT THE
INVESTMENT OBJECTIVES OF THE FUNDS WILL BE MET.


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 Stock Index (the "S&P 500").

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


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

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


                                       7
<PAGE>


the Series Fund. In addition, Prudential has entered into a Subadvisory
Agreement with its wholly-owned subsidiary, Jennison Associates LLC
("Jennison"), under which Jennison furnishes investment advisory services in
connection with the management of the Prudential Jennison Portfolio.


A I M VARIABLE INSURANCE FUNDS:

o    A I M V.I. VALUE FUND. Seeks to achieve long-term growth of capital. 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.


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. Seeks 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.


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.

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:


                                       8
<PAGE>


    (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.


VOTING RIGHTS

We are the legal owner of the shares of the Funds associated with the variable
investment options. However, we vote the shares in the Funds according to voting
instructions we receive from Contract owners. We will mail you a proxy, which is
a form you need to complete and return to us to tell us how you wish us to vote.
When we receive those instructions, we will vote all of the shares we own on
your behalf in accordance with those instructions. We will vote the shares for
which we do not receive instructions and shares that we own, in the same
proportion as the shares for which instructions are received. We may change the
way your voting instructions are calculated if it is required by federal
regulation. Should the applicable federal securities laws or regulations, or
their current interpretation, change so as to permit Pruco Life of New Jersey to
vote shares of the Funds in its own right, it may elect to do so.


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. 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 your Contract data pages.


      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, 1999,
expressed as a percentage of the average assets during the year, are shown
below:



<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
                                                 TOTAL PORTFOLIO EXPENSES
- ----------------------------------------------------------------------------------------------------------------
                                                                                   TOTAL
                  PORTFOLIO                      INVESTMENT    OTHER EXPENSES   CONTRACTUAL       TOTAL ACTUAL
                                                ADVISORY FEE                      EXPENSES          EXPENSES*
- ----------------------------------------------------------------------------------------------------------------
<S>                                                 <C>             <C>            <C>                <C>
SERIES FUND
  Money Market                                      0.40%           0.02%          0.42%              0.42%
  Diversified Bond                                  0.40%           0.03%          0.43%              0.43%
  Conservative Balanced                             0.55%           0.02%          0.57%              0.57%
  Flexible Managed                                  0.60%           0.02%          0.62%              0.62%
  High Yield Bond                                   0.55%           0.05%          0.60%              0.60%
  Stock Index                                       0.35%           0.04%          0.39%              0.39%
  Equity Income                                     0.40%           0.02%          0.42%              0.42%
  Equity                                            0.45%           0.02%          0.47%              0.47%
  Prudential Jennison                               0.60%           0.03%          0.63%              0.63%
  Global                                            0.75%           0.09%          0.84%              0.84%
AIM VARIABLE INSURANCE FUNDS
  AIM V.I. Value Fund                               0.61%           0.15%          0.76%              0.76%
AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.(1)
  VP Value Fund                                     1.00%           0.00%          1.00%              1.00%
JANUS ASPEN SERIES(2)
  Growth Portfolio                                  0.65%           0.02%          0.67%              0.67%
MFS(R) VARIABLE INSURANCE TRUST(SM)(3)
  Emerging Growth Series                            0.75%           0.09%          0.84%              0.84%
T. ROWE PRICE INTERNATIONAL SERIES, INC.(1)
  International Stock Portfolio                     1.05%           0.00%          1.05%              1.05%
- ----------------------------------------------------------------------------------------------------------------
* Reflects fee waivers and reimbursement of expenses, if any.
- ----------------------------------------------------------------------------------------------------------------
</TABLE>

(1)   AMERICAN CENTURY VARIABLE PORTFOLIOS, INC. / T. ROWE PRICE
      INTERNATIONAL SERIES, INC.
      The Investment Advisory Fee includes the ordinary expenses of operating
      the Fund.
(2)   JANUS ASPEN SERIES
      The table reflects expenses based on expenses for the fiscal year ended
      December 31, 1999, restated to reflect a reduction in the management fee.
(3)   MFS(R) VARIABLE INSURANCE TRUST(SM)
      The 0.09% on "Other Expenses" does not take into account a 0.01% expense
      offset arrangement with the Fund's custodian and is therefore higher than
      the actual expenses of the Service.


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 variable investment
options 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 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.



                                       11
<PAGE>


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.


(e)  Although the Account is registered as a unit investment trust, it is not a
     separate taxpayer for purposes of the Code. The earnings of the Account are
     taxed as part of the operations of Pruco Life. Currently, no charge is
     being made to the Account for Pruco Life's federal income taxes. We will
     review the question of a charge to the Account for Pruco Life's federal
     income taxes periodically. Such a charge may be made in the future for any
     federal income taxes that would be attributable to the Account.

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


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.


REDUCTION OF CHARGES

We reserve the right to reduce the sales charges and/or other charges on certain
multiple life sales, where it is expected that the amount or nature of such
multiple sales will result in savings of sales, administrative or other costs.
We determine both the eligibility for such reduced charges, as well as the
amount of such reductions, by considering the following factors:



                                       12
<PAGE>



    (1) the number of individuals;

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

    (3) the nature of the association between these individuals, and the
        expected persistency of the individual Contracts; (

    (4) the purpose for which the individual Contracts are purchased and
        whether that purpose makes it likely that costs will be reduced; and

    (5) any other circumstances which we believe to be relevant in determining
        whether reduced costs may be expected.

Some of the reductions in charges for these sales may be contractually
guaranteed. We may withdraw or modify other reductions on a uniform basis. Our
reductions in charges for these Contracts will not be unfairly discriminatory to
the interests of any Contract owners.


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, 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 17.

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 variable investment
options 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


                                       13
<PAGE>


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
13. For Type B (variable) and Type C (return of premium) Contracts, withdrawals
will not change the basic insurance amount. See WITHDRAWALS, page 22.

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 13. We reserve the right to
make an administrative


                                       14
<PAGE>


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


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.


                                       15
<PAGE>


 [THE FOLLOWING TABLE WAS REPRESENTED AS A LINE CHART IN THE PRINTED MATERIAL.]



 Policy Year    Base Policy Death Beneift    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 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 24.
        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)


                                       16
<PAGE>


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 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 investment option
and the first monthly deductions are made. At the end of the "free-look" period,
these funds will be allocated among the variable investment options 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
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 331/3% cannot. Of course, the total allocation to all
selected investment options must equal 100%.


TRANSFERS


You may, up to 12 times each Contract year, transfer amounts from one variable
investment option to another variable investment option 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
variable investment option may be transferred.

Transfers among variable investment options 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 variable investment option to another, or may be in terms of a
percentage reallocation among variable investment options. 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 30), depending on the terms of the assignment.


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

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.


                                       17
<PAGE>


DOLLAR COST AVERAGING


We offer a feature called Dollar Cost Averaging ("DCA"). Under this feature,
either fixed dollar amounts or a percentage of the amount designated for use
under the DCA option will be transferred periodically from the DCA Money Market
investment option into variable investment options available under the Contract.
You may choose to have periodic transfers made monthly or quarterly. 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, modify the requirements, or discontinue the feature.


AUTO-REBALANCING


As an administrative practice, we are currently offering a feature called
Auto-Rebalancing. This feature allows you to automatically rebalance assets in
the variable investment options at specified intervals based on percentage
allocations that you choose. For example, suppose your initial investment
allocation of variable investment options X and Y is split 40% and 60%,
respectively. Then, due to investment results, that split changes. You may
instruct that those assets be rebalanced to your original or different
allocation percentages. Auto-Rebalancing 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 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 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 27 and RETURN OF SALES
CHARGES, page 10. The Contract Fund value changes daily, reflecting: (1)
increases or decreases in the value of the variable investment option[s]; (2)
interest credited on any loan; and (3) the daily asset charge for mortality and
expense risks assessed against the variable investment options. The Contract
Fund value also changes to reflect the receipt of premium payments and the
monthly deductions described under CHARGES AND EXPENSES, 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


                                       18
<PAGE>


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 your Contract data pages. 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.

<TABLE>
<CAPTION>
                                              TYPE A (FIXED) DEATH BENEFIT
- ----------------------------------------------------------------------------------------------------------------------------
                     IF                                                          THEN
- ----------------------------------------------------------------------------------------------------------------------------
          THE                 AND THE             THE ATTAINED         THE CONTRACT FUND
        INSURED               CONTRACT                AGE          MULTIPLIED BY THE ATTAINED         AND THE DEATH
         IS AGE                FUND IS            FACTOR IS**             AGE FACTOR IS                 BENEFIT IS
- ----------------------------------------------------------------------------------------------------------------------------
<S>                           <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*
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>

* 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.
- --------------------------------------------------------------------------------

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
variable 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.



                                       19
<PAGE>


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 your Contract data pages. 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.


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 ATTAINED         THE CONTRACT FUND
        INSURED               CONTRACT                AGE          MULTIPLIED BY THE ATTAINED         AND THE DEATH
         IS AGE                FUND IS            FACTOR IS**             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
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>

*    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.

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

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.


                                       20
<PAGE>



A listing of attained age factors can be found on your Contract data pages. 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.

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 LESS                         THE CONTRACT FUND
          THE         AND THE CONTRACT      ANY WITHDRAWALS WITH      THE ATTAINED AGE      MULTIPLIED BY THE          AND THE DEATH
        INSURED            FUND IS             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
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

*    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.

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

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


                                       21
<PAGE>


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 be repaid
except as a premium subject to the applicable charges. Upon request, we will
tell you how much you may withdraw. Withdrawals 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 13. 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:


                                       22
<PAGE>


    (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
          your Contract data pages;

    (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.

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 your Contract data pages.

    (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.


                                       23
<PAGE>


DECREASES IN BASIC INSURANCE AMOUNT


As explained earlier, you may make a withdrawal. See WITHDRAWALS, page 22. 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 your Contract data pages. 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 your Contract data pages.
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 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 variable investment option[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.


                                       24
<PAGE>


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.

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 three 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 two assumptions are that investment performance will be at a uniform gross
annual rate of 6% 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%, 6%, 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 three columns show the death benefit payable
in each of the years shown for the three different assumed investment returns.
The last three columns show the surrender value payable in each of the years
shown for the three 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 0.65%, and the
daily deduction from the Contract Fund of 0.20% per year for the tables based on
current charges and 0.50% per year for the tables based on maximum charges.
Thus, assuming current charges, gross returns of 0%, 6%, and 12% are the
equivalent of net returns of -0.85%, 5.15%, and 11.15%, respectively. Assuming
maximum charges, gross returns of 0%, 6%, and 12% are the equivalent of net
returns of -1.15%, 4.85%, and 10.85%, respectively. The actual fees and expenses
of the portfolios associated with a particular Contract may be more or less than
0.65% and will depend on which variable investment options 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


                                       25
<PAGE>


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.







                                       26
<PAGE>


                                  ILLUSTRATIONS
                                  -------------
                      PRUSELECT III 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      (-0.85% Net)      (5.15% Net)   (11.15% Net)       (-0.85% Net)    (5.15% Net)       (11.15% Net)
 -----------  ---------------  ----------------------------------------------     -----------------------------------------------
<S>              <C>              <C>             <C>            <C>                 <C>           <C>               <C>
      1          $   56,919       $1,000,000      $1,000,000     $ 1,000,000         $ 48,479      $   51,192        $    53,906
      2          $  116,115       $1,000,000      $1,000,000     $ 1,000,000         $ 95,141      $  103,356        $   111,899
      3          $  177,679       $1,000,000      $1,000,000     $ 1,000,000         $137,655      $  154,245        $   172,188
      4          $  241,705       $1,000,000      $1,000,000     $ 1,000,000         $179,720      $  207,685        $   239,153
      5          $  308,293       $1,000,000      $1,000,000     $ 1,000,000         $213,949      $  256,430        $   306,178
      6          $  377,544       $1,000,000      $1,000,000     $ 1,003,403         $255,134      $  315,421        $   388,916
      7          $  449,565       $1,000,000      $1,000,000     $ 1,201,415         $295,887      $  377,432        $   480,566
      8          $  467,547       $1,000,000      $1,000,000     $ 1,292,240         $291,188      $  394,893        $   531,786
      9          $  486,249       $1,000,000      $1,000,000     $ 1,382,674         $286,296      $  413,118        $   588,372
     10          $  505,699       $1,000,000      $1,000,000     $ 1,483,996         $281,204      $  432,155        $   650,875
     15          $  615,260       $1,000,000      $1,069,935     $ 2,128,503         $251,510      $  540,371        $ 1,075,001
 20 (Age 65)     $  748,558       $1,000,000      $1,162,463     $ 3,053,791         $210,477      $  671,944        $ 1,765,197
     25          $  910,735       $1,000,000      $1,284,236     $ 4,454,904         $155,685      $  833,920        $ 2,892,795
     30          $1,108,049       $1,000,000      $1,430,623     $ 6,552,847         $ 68,101      $1,029,225        $ 4,714,278
     35          $1,348,111       $        0(2)   $1,610,064     $ 9,737,209         $      0(2)   $1,257,862        $ 7,607,195
     40          $1,640,183       $        0      $1,829,256     $14,605,891         $      0      $1,524,380        $12,171,576
     45          $1,995,533       $        0      $2,088,252     $22,012,863         $      0      $1,831,800        $19,309,529
</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%, 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 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        (-1.15% Net)        (4.85% Net)    (10.85% Net)      (-1.15% Net)   (4.85% Net)    (10.85% Net)
- ------------     ---------------    ------------------------------------------------     -------------------------------------------
<S>               <C>                <C>                <C>             <C>              <C>             <C>            <C>
      1           $   56,919.20      $1,000,000         $1,000,000      $ 1,000,000      $ 42,038        $ 44,457       $   46,878
      2           $  116,115.17      $1,000,000         $1,000,000      $ 1,000,000      $ 83,513        $ 90,754       $   98,292
      3           $  177,678.97      $1,000,000         $1,000,000      $ 1,000,000      $120,329        $134,890       $  150,656
      4           $  241,705.33      $1,000,000         $1,000,000      $ 1,000,000      $156,591        $181,073       $  208,655
      5           $  308,292.75      $1,000,000         $1,000,000      $ 1,000,000      $184,092        $221,210       $  264,734
      6           $  377,543.66      $1,000,000         $1,000,000      $ 1,000,000      $219,244        $271,833       $  336,040
      7           $  449,564.60      $1,000,000         $1,000,000      $ 1,037,889      $253,824        $324,856       $  415,156
      8           $  467,547.19      $1,000,000         $1,000,000      $ 1,106,719      $245,633        $335,670       $  455,440
      9           $  486,249.07      $1,000,000         $1,000,000      $ 1,173,907      $237,020        $346,660       $  499,535
     10           $  505,699.04      $1,000,000         $1,000,000      $ 1,248,870      $227,922        $357,802       $  547,750
     15           $  615,260.20      $1,000,000         $1,000,000      $ 1,710,611      $172,666        $415,010       $  863,945
 20 (Age 65)      $  748,558.11      $1,000,000         $1,000,000      $ 2,332,916      $ 90,100        $470,874       $1,348,506
     25           $  910,735.40      $        0(2)      $1,000,000      $ 3,194,779      $      0(2)     $515,663       $2,074,532
     30           $1,108,048.87      $        0         $1,000,000      $ 4,368,243      $      0        $529,632       $3,142,621
     35           $1,348,110.87      $        0         $1,000,000      $ 5,979,984      $      0        $459,230       $4,671,862
     40           $1,640,183.00      $        0         $1,000,000      $ 8,220,102      $      0        $133,864       $6,850,085
     45           $1,995,533.41      $        0         $        0(2)   $11,334,775      $      0        $      0(2)    $9,942,785
</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 24, unless an additional premium payment was made. Based on a gross
return of 6%, the Contract would go into default in policy year 41, 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%, 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 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       (-0.85% Net)       (5.15% Net)    (11.15% Net)    (-0.85% Net)       (5.15% Net)    (11.15% Net)
- -----------    --------------    -----------------------------------------------   ------------------------------------------------
<S>             <C>                <C>              <C>            <C>               <C>             <C>              <C>
     1          $   56,919         $1,000,000       $1,000,000     $ 1,000,000       $ 51,557        $   54,646       $    57,735
     2          $  116,115         $1,000,000       $1,000,000     $ 1,000,000       $101,375        $  110,736       $   120,470
     3          $  177,679         $1,000,000       $1,000,000     $ 1,000,000       $150,127        $  169,048       $   189,508
     4          $  241,705         $1,000,000       $1,000,000     $ 1,000,000       $198,375        $  230,288       $   266,190
     5          $  308,293         $1,000,000       $1,000,000     $ 1,000,000       $245,006        $  293,501       $   350,274
     6          $  377,544         $1,000,000       $1,000,000     $ 1,147,602       $292,283        $  361,120       $   444,807
     7          $  449,565         $1,000,000       $1,080,172     $ 1,373,435       $339,084        $  432,069       $   549,374
     8          $  467,547         $1,000,000       $1,099,077     $ 1,477,308       $334,197        $  452,295       $   607,946
     9          $  486,249         $1,000,000       $1,112,463     $ 1,580,736       $329,152        $  473,388       $   672,654
    10          $  505,699         $1,000,000       $1,129,471     $ 1,696,613       $323,935        $  495,382       $   744,129
    15          $  615,260         $1,000,000       $1,227,043     $ 2,433,683       $291,310        $  619,719       $ 1,229,133
20 (Age 65)     $  748,558         $1,000,000       $1,333,329     $ 3,491,830       $245,054        $  770,710       $ 2,018,399
    25          $  910,735         $1,000,000       $1,473,152     $ 5,094,093       $181,396        $  956,592       $ 3,307,852
    30          $1,108,049         $1,000,000       $1,641,210     $ 7,493,203       $ 75,865        $1,180,726       $ 5,390,794
    35          $1,348,111         $        0(2)    $1,847,190     $11,134,675       $      0(2)     $1,443,117       $ 8,698,965
    40          $1,640,183         $        0       $2,098,781     $16,702,233       $      0        $1,748,984       $13,918,527
    45          $1,995,533         $        0       $2,396,049     $25,172,431       $      0        $2,101,797       $22,081,079
</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%, 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 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         (-1.15% Net)     (4.85% Net)    (10.85% Net)      (-1.15% Net)    (4.85% Net)    (10.85% Net)
 -----------     ---------------    -------------    ------------   --------------     -------------   ------------   -------------
<S>               <C>                <C>              <C>            <C>                 <C>            <C>           <C>
      1           $   56,919.20      $1,000,000       $1,000,000     $ 1,000,000         $ 45,521       $   48,366    $    51,214
      2           $  116,115.17      $1,000,000       $1,000,000     $ 1,000,000         $ 90,426       $   98,965    $   107,851
      3           $  177,678.97      $1,000,000       $1,000,000     $ 1,000,000         $134,163       $  151,359    $   169,975
      4           $  241,705.33      $1,000,000       $1,000,000     $ 1,000,000         $177,303       $  206,248    $   238,847
      5           $  308,292.75      $1,000,000       $1,000,000     $ 1,000,000         $218,725       $  262,646    $   314,129
      6           $  377,543.66      $1,000,000       $1,000,000     $ 1,029,285         $260,689       $  322,963    $   398,948
      7           $  449,564.60      $1,000,000       $1,000,000     $ 1,230,507         $302,060       $  386,232    $   492,203
      8           $  467,547.19      $1,000,000       $1,000,000     $ 1,312,451         $293,608       $  400,419    $   540,103
      9           $  486,249.07      $1,000,000       $1,000,000     $ 1,392,460         $284,765       $  415,010    $   592,536
     10           $  505,699.04      $1,000,000       $1,000,000     $ 1,481,699         $275,472       $  430,004    $   649,868
     15           $  615,260.20      $1,000,000       $1,012,168     $ 2,031,210         $219,857       $  511,196    $ 1,025,864
 20 (Age 65)      $  748,558.11      $1,000,000       $1,041,593     $ 2,771,616         $138,463       $  602,077    $ 1,602,090
     25           $  910,735.40      $1,000,000       $1,076,298     $ 3,796,851         $  3,972       $  698,895    $ 2,465,488
     30           $1,108,048.87      $        0(2)    $1,110,412     $ 5,192,624         $      0(2)    $  798,857    $ 3,735,701
     35           $1,348,110.87      $        0       $1,147,100     $ 7,109,596         $      0       $  896,172    $ 5,554,371
     40           $1,640,183.00      $        0       $1,190,034     $ 9,773,856         $      0       $  991,695    $ 8,144,880
     45           $1,995,533.41      $        0       $1,238,625     $13,478,193         $      0       $1,086,514    $11,822,976
</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%, 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 LIFE INSURANCE CONTRACT
                              GUIDLINE 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       (-0.85% Net)      (5.15% Net)     (11.15% Net)      (-0.85% Net)    (5.15% Net)     (11.15% Net)
- -----------    --------------    -------------   ---------------  --------------     ------------   ------------   ---------------
<S>              <C>              <C>              <C>             <C>                <C>            <C>             <C>
     1           $   56,919       $1,000,000       $1,000,000      $ 1,000,000        $ 48,479       $  51,192       $    53,906
     2           $  116,115       $1,000,000       $1,000,000      $ 1,000,000        $ 95,141       $ 103,356       $   111,899
     3           $  177,679       $1,000,000       $1,000,000      $ 1,000,000        $137,655       $ 154,245       $   172,188
     4           $  241,705       $1,000,000       $1,000,000      $ 1,000,000        $179,720       $ 207,685       $   239,153
     5           $  255,646       $1,000,000       $1,000,000      $ 1,000,000        $172,324       $ 212,287       $   259,515
     6           $  265,872       $1,000,000       $1,000,000      $ 1,000,000        $168,750       $ 221,155       $   286,464
     7           $  276,507       $1,000,000       $1,000,000      $ 1,000,000        $164,983       $ 230,296       $   316,299
     8           $  287,567       $1,000,000       $1,000,000      $ 1,000,000        $161,013       $ 239,723       $   349,358
     9           $  299,070       $1,000,000       $1,000,000      $ 1,000,000        $156,807       $ 249,423       $   386,004
    10           $  311,032       $1,000,000       $1,000,000      $ 1,000,000        $152,354       $ 259,412       $   426,668
    15           $  378,419       $1,000,000       $1,000,000      $ 1,000,000        $125,017       $ 313,356       $   709,056
20 (Age 65)      $  460,404       $1,000,000       $1,000,000      $ 1,451,451        $ 84,341       $ 372,724       $ 1,189,714
    25           $  560,152       $1,000,000       $1,000,000      $ 2,317,111        $ 27,736       $ 440,263       $ 1,997,509
    30           $  681,510       $        0(2)    $1,000,000      $ 3,590,981        $      0(2)    $ 510,910       $ 3,356,057
    35           $  829,162       $        0       $1,000,000      $ 5,932,852        $      0       $ 574,300       $ 5,650,335
    40           $1,008,802       $        0       $1,000,000      $ 9,940,882        $      0       $ 619,036       $ 9,467,507
    45           $1,227,362       $        0       $1,000,000(2)   $16,525,881        $      0       $ 611,556(2)    $15,738,934
</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 27, unless an additional premium payment was made. Based on a gross
return of 6%, the Contract would go into default in policy year 54, 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%, 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 LIFE INSURANCE CONTRACT
                              GUIDLINE 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       (-1.15% Net)     (4.85% Net)        (10.85% Net)       (-1.15% Net)     (4.85% Net)    (10.85% Net)
- -----------   -------------     --------------------------------------------------     --------------  -------------   ------------
<S>            <C>               <C>              <C>                <C>                <C>             <C>            <C>
     1         $   56,919.20     $1,000,000       $1,000,000         $1,000,000         $ 42,038        $ 44,457       $   46,878
     2         $  116,115.17     $1,000,000       $1,000,000         $1,000,000         $ 83,513        $ 90,754       $   98,292
     3         $  177,678.97     $1,000,000       $1,000,000         $1,000,000         $120,329        $134,890       $  150,656
     4         $  241,705.33     $1,000,000       $1,000,000         $1,000,000         $156,591        $181,073       $  208,655
     5         $  255,645.99     $1,000,000       $1,000,000         $1,000,000         $145,128        $179,880       $  221,039
     6         $  265,871.83     $1,000,000       $1,000,000         $1,000,000         $138,386        $183,574       $  240,096
     7         $  276,506.70     $1,000,000       $1,000,000         $1,000,000         $131,284        $187,075       $  260,957
     8         $  287,566.97     $1,000,000       $1,000,000         $1,000,000         $123,756        $190,317       $  283,795
     9         $  299,069.65     $1,000,000       $1,000,000         $1,000,000         $115,728        $193,224       $  308,805
    10         $  311,032.44     $1,000,000       $1,000,000         $1,000,000         $107,129        $195,723       $  336,222
    15         $  378,418.52     $1,000,000       $1,000,000         $1,000,000         $ 52,791        $199,051       $  520,592
20 (Age 65)    $  460,403.99     $        0(2)    $1,000,000         $1,013,502         $      0(2)     $173,741       $  830,739
    25         $  560,151.85     $        0       $1,000,000         $1,569,428         $      0        $ 83,954       $1,352,955
    30         $  681,510.37     $        0       $        0(2)      $2,362,252         $      0        $      0(2)    $2,207,712
    35         $  829,161.57     $        0       $        0         $3,807,447         $      0        $      0       $3,626,140
    40         $1,008,801.83     $        0       $        0         $6,193,539         $      0        $      0       $5,898,608
    45         $1,227,361.68     $        0       $        0         $9,927,746         $      0        $      0       $9,454,996
</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 19, unless an additional premium payment was made. Based on a gross
return of 6%, the Contract would go into default in policy year 28, unless an
additional premium payment was made.

    (3) The Guideline Premium Test limits the premium payable in policy year 2
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%, 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 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        (-0.85% Net)    (5.15% Net)     (11.15% Net)      (-0.85% Net)     (5.15% Net)      (11.15% Net)
 -----------    --------------    --------------  --------------   --------------    -------------   -------------    --------------
<S>               <C>              <C>             <C>              <C>               <C>              <C>            <C>
      1           $   56,919       $1,044,785      $1,047,498       $ 1,050,212       $ 48,479         $ 51,192       $    53,906
      2           $  116,115       $1,087,612      $1,095,814       $ 1,104,344       $ 95,000         $103,203       $   111,732
      3           $  177,679       $1,129,896      $1,146,435       $ 1,164,321       $137,285         $153,823       $   171,710
      4           $  241,705       $1,171,623      $1,199,457       $ 1,230,776       $179,012         $206,846       $   238,165
      5           $  308,293       $1,212,778      $1,254,986       $ 1,304,409       $212,778         $254,986       $   304,409
      6           $  377,544       $1,253,355      $1,313,140       $ 1,386,010       $253,355         $313,140       $   386,010
      7           $  449,565       $1,293,330      $1,374,023       $ 1,476,436       $293,330         $374,023       $   476,436
      8           $  467,547       $1,287,793      $1,390,143       $ 1,526,321       $287,793         $390,143       $   526,321
      9           $  486,249       $1,281,996      $1,406,778       $ 1,581,443       $281,996         $406,778       $   581,443
     10           $  505,699       $1,275,931      $1,423,941       $ 1,642,374       $275,931         $423,941       $   642,374
     15           $  615,260       $1,240,160      $1,517,061       $ 2,094,289       $240,160         $517,061       $ 1,057,722
 20 (Age 65)      $  748,558       $1,190,611      $1,619,220       $ 3,004,593       $190,611         $619,220       $ 1,736,759
     25           $  910,735       $1,126,451      $1,731,114       $ 4,383,115       $126,451         $731,114       $ 2,846,178
     30           $1,108,049       $1,029,878      $1,835,188       $ 6,447,233       $ 29,878         $835,188       $ 4,638,297
     35           $1,348,111       $        0(2)   $1,893,327       $ 9,580,256       $      0(2)      $893,327       $ 7,484,575
     40           $1,640,183       $        0      $1,851,207       $14,370,445       $      0         $851,207       $11,975,371
     45           $1,995,533       $        0      $1,606,495(2)    $21,658,003       $      0         $606,495(2)    $18,998,248
</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 32, unless an additional premium payment was made. Based on a gross
return of 6%, the Contract would go into default in policy year 51, 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%, 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 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         (-1.15% Net)     (4.85% Net)    (10.85% Net)       (-1.15% Net)   (4.85% Net)     (10.85% Net)
- -----------     ---------------    ---------------  -------------  --------------     --------------  -------------   --------------
<S>              <C>                <C>             <C>             <C>                <C>            <C>             <C>
     1           $   56,919.20      $1,037,796      $1,040,206      $ 1,042,619        $ 41,900       $  44,311       $   46,724
     2           $  116,115.17      $1,074,880      $1,082,077      $ 1,089,568        $ 83,089       $  90,286       $  97,777
     3           $  177,678.97      $1,111,241      $1,125,672      $ 1,141,295        $119,450       $ 133,881       $  149,504
     4           $  241,705.33      $1,146,858      $1,171,044      $ 1,198,287        $155,067       $ 179,254       $  206,497
     5           $  308,292.75      $1,181,709      $1,218,250      $ 1,261,085        $181,709       $ 218,250       $  261,085
     6           $  377,543.66      $1,215,754      $1,267,327      $ 1,330,265        $215,754       $ 267,327       $  330,265
     7           $  449,564.60      $1,248,943      $1,318,305      $ 1,406,458        $248,943       $ 318,305       $  406,458
     8           $  467,547.19      $1,239,288      $1,326,731      $ 1,443,332        $239,288       $ 326,731       $  443,332
     9           $  486,249.07      $1,229,130      $1,334,933      $ 1,483,555        $229,130       $ 334,933       $  483,555
    10           $  505,699.04      $1,218,405      $1,342,828      $ 1,527,417        $218,405       $ 342,828       $  527,417
    15           $  615,260.20      $1,153,946      $1,374,341      $ 1,813,667        $153,946       $ 374,341       $  813,667
20 (Age 65)      $  748,558.11      $1,061,933      $1,378,520      $ 2,251,905        $ 61,933       $ 378,520       $1,251,905
    25           $  910,735.40      $        0(2)   $1,322,889      $ 2,950,004        $      0(2)    $ 322,889       $1,915,587
    30           $1,108,048.87      $        0      $1,151,319      $ 4,031,836        $      0       $ 151,319       $2,900,602
    35           $1,348,110.87      $        0      $        0(2)   $ 5,519,017        $      0       $       0(2)    $4,311,732
    40           $1,640,183.00      $        0      $        0      $ 7,586,050        $      0       $       0       $6,321,708
    45           $1,995,533.41      $        0      $        0      $10,460,089        $      0       $       0       $9,175,517
</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 23, unless an additional premium payment was made. Based on a gross
return of 6%, 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%, 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 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      (-0.85% Net)     (5.15% Net)     (11.15% Net)      (-0.85% Net)     (5.15% Net)     (11.15% Net)
- ------------    --------------   ---------------  --------------  --------------    -------------   --------------  ----------------
<S>              <C>               <C>             <C>              <C>              <C>              <C>             <C>
      1          $   56,919        $1,058,014      $1,058,014       $ 1,058,014      $ 48,479         $ 51,192        $    53,906
      2          $  116,115        $1,119,508      $1,119,508       $ 1,119,508      $ 94,958         $103,168        $   111,705
      3          $  177,679        $1,184,693      $1,184,693       $ 1,184,693      $137,159         $153,722        $   171,637
      4          $  241,705        $1,253,788      $1,253,788       $ 1,253,788      $178,745         $206,637        $   238,027
      5          $  308,293        $1,327,029      $1,327,029       $ 1,327,029      $212,292         $254,614        $   304,190
      6          $  377,544        $1,404,665      $1,404,665       $ 1,404,665      $252,544         $312,534        $   385,699
      7          $  449,565        $1,486,958      $1,486,958       $ 1,486,958      $292,056         $373,092        $   476,032
      8          $  467,547        $1,516,176      $1,516,176       $ 1,516,176      $285,912         $388,802        $   525,866
      9          $  486,249        $1,547,146      $1,547,146       $ 1,547,146      $279,331         $404,920        $   581,006
     10          $  505,699        $1,579,975      $1,579,975       $ 1,579,975      $272,273         $421,439        $   642,063
     15          $  615,260        $1,776,138      $1,776,138       $ 2,097,910      $226,462         $508,122        $ 1,059,550
 20 (Age 65)     $  748,558        $2,038,647      $2,038,647       $ 3,009,878      $149,384         $591,955        $ 1,739,814
     25          $  910,735        $2,389,944      $2,389,944       $ 4,390,827      $ 24,433         $658,968        $ 2,851,186
     30          $1,108,049        $        0(2)   $2,860,059       $ 6,458,579      $      0(2)      $642,531        $ 4,646,460
     35          $1,348,111        $        0      $3,489,179       $ 9,597,117      $      0         $350,457        $ 7,497,748
     40          $1,640,183        $        0      $        0(2)    $14,395,739      $      0         $      0(2)     $11,996,449
     45          $1,995,533        $        0      $        0       $21,696,125      $      0         $      0        $19,031,688
</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. Based on a gross
return of 6%, the Contract would go into default in policy year 38, 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%, 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 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         (-1.15% Net)      (4.85% Net)      (10.85% Net)      (-1.15% Net)    (4.85% Net)     (10.85% Net)
- -----------   ---------------   ---------------    --------------   --------------     -------------   -------------  --------------
<S>            <C>                <C>               <C>               <C>                <C>             <C>            <C>
     1         $   56,919.20      $1,058,014        $1,058,014        $ 1,058,014        $ 41,846        $ 44,258       $   46,674
     2         $  116,115.17      $1,119,508        $1,119,508        $ 1,119,508        $ 82,894        $ 90,103       $   97,608
     3         $  177,678.97      $1,184,693        $1,184,693        $ 1,184,693        $118,998        $133,465       $  149,134
     4         $  241,705.33      $1,253,788        $1,253,788        $ 1,253,788        $154,205        $178,474       $  205,827
     5         $  308,292.75      $1,327,029        $1,327,029        $ 1,327,029        $180,238        $216,939       $  260,005
     6         $  377,543.66      $1,404,665        $1,404,665        $ 1,404,665        $213,417        $265,270       $  328,646
     7         $  449,564.60      $1,486,958        $1,486,958        $ 1,486,958        $245,407        $315,227       $  404,155
     8         $  467,547.19      $1,516,176        $1,516,176        $ 1,516,176        $234,211        $322,363       $  440,261
     9         $  486,249.07      $1,547,146        $1,547,146        $ 1,547,146        $222,091        $328,937       $  479,635
    10         $  505,699.04      $1,579,975        $1,579,975        $ 1,579,975        $208,894        $334,785       $  522,575
    15         $  615,260.20      $1,776,138        $1,776,138        $ 1,776,138        $119,869        $345,528       $  804,171
20 (Age 65)    $  748,558.11      $        0(2)     $2,038,647        $ 2,155,605        $      0(2)     $288,745       $1,246,015
    25         $  910,735.40      $        0        $2,389,944        $ 2,951,435        $      0        $ 53,221       $1,916,516
    30         $1,108,048.87      $        0        $        0(2)     $ 4,035,044        $      0        $      0(2)    $2,902,909
    35         $1,348,110.87      $        0        $        0        $ 5,523,412        $      0        $      0       $4,315,166
    40         $1,640,183.00      $        0        $        0        $ 7,592,095        $      0        $      0       $6,326,746
    45         $1,995,533.41      $        0        $        0        $10,468,428        $      0        $      0       $9,182,832
</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 20, unless an additional premium payment was made. Based on a gross
return of 6%, 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%, 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 variable investment option bears to the total value of the
Contract. While a loan is outstanding, the amount that was so transferred will
continue to be treated as part of the Contract Fund. It will be credited with an
effective annual rate of return of 4%. On each Monthly date, we will increase
the portion of the Contract Fund in the investment options by interest credits
accrued on the loan since the last Monthly date. The net cost of a standard loan
is 1% and the net cost of a preferred loan is 1/4%.


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.



TAX TREATMENT OF CONTRACT BENEFITS

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


                                       27
<PAGE>


TREATMENT AS LIFE INSURANCE. The Contract must meet certain requirements to
qualify as life insurance for tax purposes. These requirements include certain
definitional tests and rules for diversification of the Contract's investments.
For further information on the diversification requirements, see 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 your
Contract data pages.


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.

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



                                       28
<PAGE>

            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.

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.


                                       29
<PAGE>


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.


OPTION TO EXCHANGE INSURED

Pruco Life of New Jersey will permit a Contract owner to exchange a contract for
a new contract on the life of a new insured. Upon the exchange, the original
contract is surrendered and the cash value is moved to the new contract without
subjecting it to new sales charges and the portion of the charge for taxes
attributable to premiums for state and local premium taxes. See CHARGES AND
EXPENSES, page 10. We will, however, report this as a taxable surrender of your
original Contract, which means that you will be subject to income tax to the
extent of any gain in the Contract and that we will withhold applicable federal
income taxes. Also, the cash value moved to the new Contract will be considered
new premium, which may cause your Contract to be classified as a Modified
Endowment Contract. See TAX TREATMENT OF CONTRACT BENEFITS, page 27.


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.

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.



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


                                       30
<PAGE>


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.


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.


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


                                       31
<PAGE>


LITIGATION AND REGULATORY PROCEEDINGS


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

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

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

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


ADDITIONAL INFORMATION


Pruco Life 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 Public Reference Section at 450 Fifth Street, N.W.,
Washington, D.C. 20549, or by telephoning (800) SEC-0330, upon payment of a
prescribed fee.


Further information may also be obtained from Pruco Life 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.


                                       32
<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 - President, Prudential Individual
Life Insurance since 1998; 1997 to 1998: Senior Vice President, Chief Actuary
and CFO, Prudential Individual Insurance Group; 1995 to 1997: President,
Prudential Select.

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

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

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

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

I. EDWARD PRICE, VICE CHAIRMAN AND DIRECTOR - Senior Vice President and Actuary,
Prudential Individual Life Insurance since 1998; 1995 to 1998: Senior Vice
President and Actuary, Prudential Individual Insurance Group.


                         OFFICERS WHO ARE NOT DIRECTORS

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

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

CLIFFORD E. KIRSCH, CHIEF LEGAL OFFICER AND SECRETARY - Chief Counsel, Variable
Products, Prudential Law Department since 1995.

SHIRLEY H. SHAO, SENIOR VICE PRESIDENT AND CHIEF ACTUARY - Vice President and
Associate Actuary, Prudential since 1996; prior to 1996: Vice President and
Assistant Actuary, Prudential Corporate Risk Management.

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

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

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



                                       33
<PAGE>



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

STATEMENTS OF NET ASSETS
December 31, 1999

<TABLE>
<CAPTION>
                                                                                                            SUBACCOUNTS
                                                                                                    ---------------------------
                                                                                                       MONEY        DIVERSIFIED
                                                                                                      MARKET           BOND
                                                                                                     PORTFOLIO       PORTFOLIO
                                                                                                    -----------    ------------
ASSETS
<S>                                     <C>                                                         <C>            <C>
  Investment in The Prudential Series Fund, Inc.
    Portfolios at net asset value [Note 3] ......................................................   $ 7,473,027    $ 23,340,683
  Receivable from (Payable to) Pruco Life
    of New Jersey [Note 2] ......................................................................       (52,351)         (2,743)
                                                                                                    -----------    ------------
    Net Assets ..................................................................................   $ 7,420,676    $ 23,337,940
                                                                                                    ===========    ============

NET ASSETS, representing:
  Equity of contract owners [Note 4] ............................................................   $ 7,420,676    $ 23,337,940
                                                                                                    -----------    ------------
                                                                                                    $ 7,420,676    $ 23,337,940
                                                                                                    ===========    ============
</TABLE>


           SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A11 THROUGH A15

                                       A1

<PAGE>


<TABLE>
<CAPTION>
                                                       SUBACCOUNTS (CONTINUED)
 ------------------------------------------------------------------------------------------------------------------------------
                                                      HIGH
                    FLEXIBLE      CONSERVATIVE        YIELD            STOCK          EQUITY                        PRUDENTIAL
     EQUITY          MANAGED        BALANCED          BOND             INDEX          INCOME          GLOBAL         JENNISON
    PORTFOLIO       PORTFOLIO       PORTFOLIO       PORTFOLIO        PORTFOLIO       PORTFOLIO       PORTFOLIO       PORTFOLIO
 --------------  --------------  --------------   ------------- ---------------   -------------   -------------   -------------
 <S>             <C>             <C>              <C>             <C>             <C>             <C>             <C>
 $  193,971,356  $  246,446,762  $  115,373,893   $  32,097,556   $  84,394,710   $  11,892,035   $  84,715,059   $  25,369,217

        (39,548)          5,862          10,073            (463)          8,257           1,252          19,516           7,181
 --------------  --------------  --------------   -------------    ------------   -------------   -------------   -------------
 $  193,931,808  $  246,452,624  $  115,383,966   $  32,097,093   $  84,402,967   $  11,893,287   $  84,734,575   $  25,376,398
 ==============  ==============  ==============   =============   =============   =============   =============   =============


 $  193,931,808  $  246,452,624  $  115,383,966   $  32,097,093   $  84,402,967   $  11,893,287   $  84,734,575   $  25,376,398
 --------------  --------------  --------------   -------------    ------------   -------------   -------------   -------------
 $  193,931,808  $  246,452,624  $  115,383,966   $  32,097,093   $  84,402,967   $  11,893,287   $  84,734,575   $  25,376,398
 ==============  ==============  ==============   =============    ============   =============   =============   =============
</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 years ended December 31, 1999, 1998, and 1997

<TABLE>
<CAPTION>
                                                                                  SUBACCOUNTS
                                                 --------------------------------------------------------------------------------
                                                              MONEY MARKET                             DIVERSIFIED BOND
                                                                PORTFOLIO                                 PORTFOLIO
                                                 ---------------------------------------    -------------------------------------
                                                    1999          1998         1997          1999          1998          1997
<S>                                              ----------    ----------   ----------    ----------   -----------   ------------
                                                 <C>           <C>          <C>           <C>          <C>           <C>
INVESTMENT INCOME
  Dividend income .............................  $  362,423    $  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] ..      44,562        43,083       44,046       144,104       147,669       140,877
 Reimbursement for excess expenses
   [Note 5D] ..................................      (1,825)       (1,102)      (1,630)       (6,334)       (5,945)       (5,701)
                                                 ----------    ----------   ----------    ----------   -----------   -----------
NET EXPENSES ..................................      42,737        41,981       42,416       137,770       141,724       135,176
                                                 ----------    ----------   ----------    ----------   -----------   -----------
NET INVESTMENT INCOME (LOSS) ..................     319,686       334,485      348,449      (137,770)    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        41,756        65,294        70,032
    Net change in unrealized gain (loss)
      on investments ..........................           0             0            0      (295,317)       22,951      (154,839)
                                                 ----------    ----------   ----------    ----------   -----------   -----------
NET GAIN (LOSS) ON INVESTMENTS ................           0             0            0      (186,026)      177,117       191,843
                                                 ----------    ----------   ----------    ----------   -----------   -----------
NET INCREASE (DECREASE) IN NET
  ASSETS RESULTING FROM
  OPERATIONS ..................................  $  319,686    $  334,485   $  348,449    $ (323,796)  $ 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                         CONSERVATIVE BALANCED
                  PORTFOLIO                                   PORTFOLIO                                  PORTFOLIO
 -----------------------------------------   -----------------------------------------    ----------------------------------------
     1999           1998          1997           1999           1998          1997           1999          1998           1997
 ------------   ------------  ------------   ------------  ------------   ------------    -----------  ------------   ------------
<S>            <C>           <C>            <C>           <C>            <C>             <C>          <C>            <C>
$ 3,250,226    $ 3,479,231   $ 3,958,383    $    11,143   $ 10,349,173   $ 10,897,673    $ 4,689,573  $ 4,872,397    $ 4,982,357
- ------------   ------------  ------------   ------------  ------------   ------------    -----------  ------------   ------------


   1,150,889      1,143,923     1,028,832      1,509,261     2,116,233      2,184,985        718,530       713,776        665,939

    (158,561)      (166,679)     (133,380)      (544,224)     (767,447)      (793,096)      (190,933)     (183,772)      (163,989)
- ------------   ------------  ------------   ------------  ------------   ------------    -----------  ------------   ------------
     992,328        977,244       895,452        965,037     1,348,786      1,391,889        527,597       530,004        501,950
- ------------   ------------  ------------   ------------  ------------   ------------    -----------  ------------   ------------
   2,257,898      2,501,987     3,062,931       (953,894)    9,000,387      9,505,784      4,161,976     4,342,393      4,480,407
- ------------   ------------  ------------   ------------  ------------   ------------    -----------  ------------   ------------


  22,859,279     20,675,751     9,847,752      2,827,339    27,434,444     56,731,648        658,398     6,925,741     11,925,141

   5,681,025      4,685,572     3,605,717      1,322,321     8,721,978      2,974,960        787,439       594,578        961,056

  (9,060,032)   (12,015,861)   19,914,304     14,382,751   (22,408,120)   (11,688,757)     1,388,838       329,870     (4,407,263)
- ------------   ------------  ------------   ------------  ------------   ------------    -----------  ------------   ------------
  19,480,272     13,345,462    33,367,773     18,532,411    13,748,302     48,017,851      2,834,675     7,850,189      8,478,934
- ------------   ------------  ------------   ------------  ------------   ------------    -----------  ------------   ------------


$ 21,738,170   $ 15,847,449  $ 36,430,704   $ 17,578,517  $ 22,748,689   $ 57,523,635    $ 6,996,651  $ 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 years ended December 31, 1999, 1998 and 1997

<TABLE>
<CAPTION>
                                                                                  SUBACCOUNTS
                                                ---------------------------------------------------------------------------------
                                                            HIGH YIELD BOND                            STOCK INDEX
                                                                PORTFOLIO                               PORTFOLIO
                                                --------------------------------------   ----------------------------------------
                                                    1999         1998          1997          1999          1998          1997
                                                -----------   -----------   ----------   ------------  ------------   -----------
<S>                                             <C>           <C>           <C>          <C>           <C>            <C>
INVESTMENT INCOME
  Dividend income ............................. $   85,549    $ 1,994,015   $  568,574   $  767,914    $  540,470     $  188,173
                                                -----------   -----------   ----------   ------------  ------------   -----------
EXPENSES
 Charges to contract owners for assuming
   mortality risk and expense risk [Note 5A] ..     193,583        97,586       35,704        443,707       207,744        73,231
 Reimbursement for excess expenses
   [Note 5D] ..................................           0             0            0              0             0             0
                                                -----------   -----------   ----------   ------------  ------------   -----------
NET EXPENSES ..................................     193,583        97,586       35,704        443,707       207,744        73,231
                                                -----------   -----------   ----------   ------------  ------------   -----------
NET INVESTMENT INCOME (LOSS) ..................    (108,034)    1,896,429      532,870        324,207       332,726       114,942
                                                -----------   -----------   ----------   ------------  ------------   -----------
NET REALIZED AND UNREALIZED GAIN
  (LOSS) ON INVESTMENTS
    Capital gains distributions received ......           0             0            0        976,749     1,074,502       412,169
    Realized gain (loss) on shares
      redeemed ................................    (217,380)     (173,650)      32,615      4,605,818     1,754,137       260,629
    Net change in unrealized gain (loss)
      on investments ..........................   1,589,321    (2,569,803)     171,940      8,162,150    11,731,008     2,468,185
                                                -----------   -----------   ----------   ------------  ------------   -----------
NET GAIN (LOSS) ON INVESTMENTS ................   1,371,941    (2,743,453)     204,555     13,744,717    14,559,647     3,140,983
                                                -----------   -----------   ----------   ------------  ------------   -----------
NET INCREASE (DECREASE) IN NET
  ASSETS RESULTING FROM
  OPERATIONS .................................. $ 1,263,907   $  (847,024)  $  737,425   $ 14,068,924  $ 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                               PRUDENTIAL JENNISON
                 PORTFOLIO                                  PORTFOLIO                                  PORTFOLIO
 ----------------------------------------   -----------------------------------------    ----------------------------------------
    1999           1998          1997           1999           1998          1997           1999          1998           1997
 -----------  -------------   -----------   ------------  ------------  -------------    -----------   -----------     ----------
<S>           <C>             <C>           <C>           <C>           <C>              <C>           <C>             <C>
 $   273,914  $     327,421   $   237,992   $    295,800  $    490,032  $      69,248    $    22,451   $    10,621     $    5,371
 -----------  -------------   -----------   ------------  ------------  -------------    -----------   -----------     ----------


      71,439         74,057        53,801        411,889       140,140         31,924         81,659        29,296         13,312

           0              0             0              0             0              0              0             0              0
 -----------  -------------   -----------   ------------  ------------  -------------    -----------   -----------     ----------
      71,439         74,057        53,801        411,889       140,140         31,924         81,659        29,296         13,312
 -----------  -------------   -----------   ------------  ------------  -------------    -----------   -----------     ----------
     202,475        253,364       184,191       (116,089)      349,892         37,324        (59,208)      (18,675)        (7,941)
 -----------  -------------   -----------   ------------  ------------  -------------    -----------   -----------     ----------


   1,332,460        721,671       998,911        518,662     2,640,161        352,331        970,020       104,664        171,556

     244,341        117,016        52,359      1,889,924        32,172         32,176        108,823        27,074         16,410

    (422,725)    (1,610,976)    1,459,574     25,916,670     7,149,778       (672,740)     4,732,816     1,492,381        364,364
 -----------  -------------   -----------   ------------  ------------  -------------    -----------   -----------     ----------
   1,154,076       (772,289)    2,510,844     28,325,256     9,822,111       (288,233)     5,811,659     1,624,119        552,330
 -----------  -------------   -----------   ------------  ------------  -------------    -----------   -----------     ----------


 $ 1,356,551  $    (518,925)  $ 2,695,035   $ 28,209,167  $ 10,172,003  $    (250,909)   $ 5,752,451   $ 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 years ended December 31, 1999, 1998 and 1997

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

                                                             MONEY MARKET                             DIVERSIFIED BOND
                                                               PORTFOLIO                                  PORTFOLIO
                                               ----------------------------------------   ------------------------------------------
                                                  1999           1998          1997           1999          1998           1997
                                               -----------  ------------   ------------   ------------  ------------   ------------
<S>                                            <C>          <C>            <C>            <C>           <C>            <C>
OPERATIONS:
  Net investment income (loss) ............    $  319,686   $   334,485    $   348,449    $  (137,770)  $ 1,377,259    $ 1,595,470
  Capital gains distributions received ....              0             0              0         67,535        88,872        276,650
  Realized gain (loss) on shares redeemed .              0             0              0         41,756        65,294         70,032
  Net change in unrealized gain (loss) on
    investments ...........................              0             0              0       (295,317)       22,951       (154,839)
                                               -----------  ------------   ------------   ------------  ------------   ------------


NET INCREASE (DECREASE) IN
  NET ASSETS RESULTING FROM
  OPERATIONS ..............................        319,686       334,485        348,449       (323,796)    1,554,376      1,787,313
                                               -----------  ------------   ------------   ------------  ------------   ------------


PREMIUM PAYMENTS
  AND OTHER OPERATING TRANSFERS
  Contract Owner Net Payments .............         18,255       362,297        505,183        485,236     1,209,116      1,404,553
  Policy Loans ............................       (182,692)     (147,149)      (409,790)      (553,832)     (529,009)      (473,054)
  Policy Loan Repayments and Interest .....        204,337       265,406        140,076        509,659       421,496        409,993
  Surrenders, Withdrawals and Death
    Benefits ..............................       (433,849)     (627,277)      (550,152)    (1,188,933)   (1,336,342)    (1,502,838)
  Net Transfers From (To) Other Subaccounts
    or Fixed Rate Option ..................        252,166       538,372       (156,879)      (351,534)      682,202        194,525
  Administrative and Other Charges ........       (231,397)     (246,028)      (301,944)      (571,355)     (621,531)      (732,626)
                                               -----------  ------------   ------------   ------------  ------------   ------------


NET INCREASE (DECREASE) IN NET
  ASSETS RESULTING FROM PREMIUM
  PAYMENTS AND OTHER OPERATING
  TRANSFERS ...............................       (373,180)      145,621       (773,506)    (1,670,759)     (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 ..................................        (53,494)      465,088       (524,135)    (1,994,555)    1,377,628      1,030,489


NET ASSETS:
  Beginning of year .......................      7,474,170     7,009,082      7,533,217     25,332,495    23,954,867     22,924,378
                                               -----------  ------------   ------------   ------------  ------------   ------------
  End of year .............................    $ 7,420,676  $  7,474,170   $  7,009,082   $ 23,337,940  $ 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                         CONSERVATIVE BALANCED
                 PORTFOLIO                                   PORTFOLIO                                  PORTFOLIO
- -----------------------------------------   -----------------------------------------   --------------------------------------------
    1999           1998          1997           1999           1998          1997           1999          1998           1997
- ------------   ------------  ------------   ------------  ------------   ------------   ------------  ------------   ------------
<S>            <C>           <C>            <C>           <C>            <C>            <C>           <C>            <C>
$  2,257,898   $  2,501,987  $  3,062,931   $   (953,894) $  9,000,387   $  9,505,784   $  4,161,976  $  4,342,393   $  4,480,407
  22,859,279     20,675,751     9,847,752      2,827,339    27,434,444     56,731,648        658,398     6,925,741     11,925,141
   5,681,025      4,685,572     3,605,717      1,322,321     8,721,978      2,974,960        787,439       594,578        961,056

  (9,060,032)   (12,015,861)   19,914,304     14,382,751   (22,408,120)   (11,688,757)     1,388,838       329,870     (4,407,263)
- ------------   ------------  ------------   ------------  ------------   ------------   ------------  ------------   ------------




  21,738,170     15,847,449    36,430,704     17,578,517    22,748,689     57,523,635      6,996,651    12,192,582     12,959,341
- ------------   ------------  ------------   ------------  ------------   ------------   ------------  ------------   ------------



     484,980      8,768,106    10,298,271      4,963,270    19,460,603     22,730,005      2,955,315     8,965,691     10,313,838
  (5,865,015)    (6,477,542)   (6,145,354)    (7,384,636)   (7,974,049)    (7,849,567)    (2,889,851)   (3,015,778)    (3,213,273)
   5,452,661      4,223,794     3,591,634      7,010,849     5,598,233      5,129,697      2,927,288     1,976,521      2,156,195

  (7,992,313)    (9,891,027)  (10,093,245)   (10,727,647)  (13,996,390)   (15,259,724)    (5,619,206)   (6,131,547)    (6,793,526)

  (3,629,986)    (1,215,581)      678,473     (4,161,991) (144,967,979)    (2,359,588)    (2,179,539)   (1,292,182)    (1,375,131)
  (5,119,578)    (5,422,744)   (6,160,863)    (9,811,225)  (11,055,099)   (12,720,067)    (4,974,621)   (5,312,571)    (6,059,806)
- ------------   ------------  ------------   ------------  ------------   ------------   ------------  ------------   ------------




 (16,669,251)   (10,014,994)   (7,831,084)   (20,111,380) (152,934,681)   (10,329,244)    (9,780,614)   (4,809,866)    (4,971,703)
- ------------   ------------  ------------   ------------  ------------   ------------   ------------  ------------   ------------




           0       (132,641)     (149,464)             0      (177,182)      (219,866)             0        (8,012)      (508,220)
- ------------   ------------  ------------   ------------  ------------   ------------   ------------  ------------   ------------



   5,068,919      5,699,814    28,450,156     (2,532,863) (130,363,174)    46,974,525     (2,783,963)    7,374,704      7,479,418



 188,862,889    183,163,075   154,712,919    248,985,487   379,348,661    332,374,136    118,167,929   110,793,225    103,313,807
- ------------   ------------  ------------   ------------  ------------   ------------   ------------  ------------   ------------
$193,931,808   $188,862,889  $183,163,075   $246,452,624  $248,985,487   $379,348,661   $115,383,966  $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 years ended December 31, 1999,  1998 and 1997

<TABLE>
<CAPTION>
                                                                                  SUBACCOUNTS
                                                ------------------------------------------------------------------------------------
                                                          HIGH YIELD BOND                               STOCK INDEX
                                                             PORTFOLIO                                   PORTFOLIO
                                               ----------------------------------------   -----------------------------------------
                                                  1999         1998            1997          1999           1998           1997
                                               -----------  ------------    -----------   ------------   -----------    -----------
<S>                                            <C>          <C>             <C>           <C>            <C>            <C>
OPERATIONS:
  Net investment income (loss) .............   $  (108,034) $  1,896,429    $   532,870   $    324,207   $   332,726    $   114,942
  Capital gains distributions received .....             0             0              0        976,749     1,074,502        412,169
  Realized gain (loss) on shares redeemed ..      (217,380)     (173,650)        32,615      4,605,818     1,754,137        260,629
  Net change in unrealized gain (loss) on
    investments ............................     1,589,321    (2,569,803)       171,940      8,162,150    11,731,008      2,468,185
                                               -----------  ------------    -----------   ------------   -----------    -----------

NET INCREASE (DECREASE) IN
  NET ASSETS RESULTING FROM
  OPERATIONS ...............................     1,263,907      (847,024)       737,425     14,068,924    14,892,373      3,255,925
                                               -----------  ------------    -----------   ------------   -----------    -----------

PREMIUM PAYMENTS
  AND OTHER OPERATING TRANSFERS
  Contract Owner Net Payments ..............       247,400       356,982        469,592        836,738      (458,592)       919,468
  Policy Loans .............................      (145,200)     (163,296)      (201,423)      (768,138)     (528,435)      (466,875)
  Policy Loan Repayments and Interest ......       288,800       167,408        118,870        641,476       429,300        254,143
  Surrenders, Withdrawals and Death
    Benefits ...............................      (164,918)     (501,296)      (305,958)    (1,093,052)   (1,117,895)      (558,323)
  Net Transfers From (To) Other Subaccounts
    or Fixed Rate Option ...................    (3,734,139)   29,637,732        130,175     (6,699,608)   50,128,317      2,108,397
  Administrative and Other Charges .........      (332,102)     (283,352)      (265,639)      (876,437)     (637,808)      (474,579)
                                               -----------  ------------    -----------   ------------   -----------    -----------

NET INCREASE (DECREASE) IN NET
  ASSETS RESULTING FROM PREMIUM
  PAYMENTS AND OTHER OPERATING
  TRANSFERS ................................    (3,840,159)   29,214,178        (54,383)    (7,959,021)   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 ...............................    (2,576,252)   28,307,026        686,042      6,109,903    63,394,515      5,060,156

NET ASSETS:
  Beginning of year ........................    34,673,345     6,366,319      5,680,277     78,293,064    14,898,549      9,838,393
                                               -----------  ------------    -----------   ------------   -----------    -----------
  End of period year .......................   $32,097,093  $ 34,673,345    $ 6,366,319   $ 84,402,967   $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                               PRUDENTIAL JENNISON
                 PORTFOLIO                                   PORTFOLIO                                  PORTFOLIO
- -----------------------------------------   -----------------------------------------   -----------------------------------------
    1999           1998         1997           1999          1998            1997           1999          1998           1997
- ------------   ------------  ------------   ------------  ------------   ------------   ------------  ------------   ------------
<S>            <C>           <C>            <C>           <C>            <C>            <C>           <C>            <C>
$    202,475   $    253,364  $    184,191   $   (116,089) $    349,892   $     37,324   $    (59,208) $    (18,675)  $     (7,941)
   1,332,460        721,671       998,911        518,662     2,640,161        352,331        970,020       104,664        171,556
     244,341        117,016        52,359      1,889,924        32,172         32,176        108,823        27,074         16,410

    (422,725)    (1,610,976)    1,459,574     25,916,670     7,149,778       (672,740)     4,732,816     1,492,381        364,364
- ------------   ------------  ------------   ------------  ------------   ------------   ------------  ------------   ------------



   1,356,551       (518,925)    2,695,035     28,209,167    10,172,003       (250,909)     5,752,451     1,605,444        544,389
- ------------   ------------  ------------   ------------  ------------   ------------   ------------  ------------   ------------



      93,369        625,273       636,376     (1,977,776)     (404,538)       296,914        918,991       350,999        221,934
    (299,074)      (348,765)     (321,220)      (156,604)     (117,217)      (119,989)      (541,040)     (186,693)       (95,540)
     310,105        211,308       165,506        170,944        65,209         60,528        423,520       207,729         33,699

    (501,214)      (642,033)     (413,503)       (19,903)     (359,688)      (118,830)      (548,558)     (263,749)       (53,534)

    (548,343)     1,663,734     1,464,170     (5,578,438)   47,651,150      5,040,462     12,249,824     2,831,858        976,677
    (331,274)      (356,431)     (325,521)      (418,808)     (207,310)      (125,863)      (318,494)     (156,276)       (85,689)
- ------------   ------------  ------------   ------------  ------------   ------------   ------------  ------------   ------------




  (1,276,431)     1,153,086     1,205,808     (7,980,585)   46,627,606      5,033,222     12,184,243     2,783,868        997,547
- ------------   ------------  ------------   ------------  ------------   ------------   ------------  ------------   ------------




           0         12,012       (21,017)             0        99,132         37,702              0        (7,320)       (34,235)
- ------------   ------------  ------------   ------------  ------------   ------------   ------------  ------------   ------------


      80,120        646,173     3,879,826     20,228,582    56,898,741      4,820,015     17,936,694     4,381,992      1,507,701


  11,813,167     11,166,994     7,287,168     64,505,993     7,607,252      2,787,237      7,439,704     3,057,712      1,550,011
- ------------   ------------  ------------   ------------  ------------   ------------   ------------  ------------   ------------
$ 11,893,287   $ 11,813,167  $ 11,166,994   $ 84,734,575  $ 64,505,993   $  7,607,252   $ 25,376,398  $  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

                                DECEMBER 31, 1999

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
          ("PSEL 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 eighteen subaccounts
          within the Account, fifteen 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.

          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.

          At December 31, 1999, there were no balances pertaining to PruSelect
          III in the subaccounts investing in the Series Fund or the
          non-Prudential admnistered funds.

NOTE 2:   SIGNIFICANT ACCOUNTING POLICIES

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


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

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

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

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



                                       A11
<PAGE>


NOTE 3:   INVESTMENT  INFORMATION  FOR THE  PRUCO  LIFE OF NEW  JERSEY  VARIABLE
          APPRECIABLE ACCOUNT

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

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

                                             MONEY       DIVERSIFIED                   FLEXIBLE    CONSERVATIVE
                                            MARKET          BOND         EQUITY         MANAGED      BALANCED
                                          -----------  ------------   ------------   ------------  ------------
         <S>                              <C>          <C>            <C>            <C>           <C>
         Number of shares (rounded):          747,303     2,131,569      6,711,812     13,970,904     7,511,321
         Net asset value per share:       $     10.00  $      10.95   $      28.90   $      17.64  $      15.36
         Cost:                            $ 7,473,027  $ 22,886,755   $147,783,464   $224,296,992  $106,500,171

<CAPTION>

                                                                 PORTFOLIOS (CONTINUED)
                                          ---------------------------------------------------------------------
                                              HIGH
                                              YIELD         STOCK         EQUITY                    PRUDENTIAL
                                              BOND          INDEX         INCOME         GLOBAL      JENNISON
                                         ------------  ------------   ------------   ------------  ------------
         <S>                             <C>           <C>            <C>            <C>           <C>
         Number of shares (rounded):        4,268,292     1,898,644        609,223      2,734,508       783,242
         Net asset value per share :     $       7.52  $      44.45   $      19.52   $      30.98  $      32.39
         Cost:                           $ 32,591,158  $ 58,429,400   $ 11,183,919   $ 51,938,586  $ 18,635,716

</TABLE>

NOTE 4:   CONTRACT OWNER UNIT INFORMATION

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

<TABLE>
<CAPTION>
                                                                                     SUBACCOUNTS
                                                        --------------------------------------------------------------------------
                                                           MONEY        DIVERSIFIED                    FLEXIBLE      CONSERVATIVE
                                                          MARKET           BOND          EQUITY         MANAGED        BALANCED
                                                         PORTFOLIO       PORTFOLIO      PORTFOLIO      PORTFOLIO      PORTFOLIO
                                                       -----------    ------------   -------------   -------------   -------------
        <S>                                            <C>            <C>            <C>             <C>             <C>
        Contract Owner Units Outstanding (VAL) ...       3,690,079       7,796,622      24,051,887      45,581,573      25,613,699
        (VAL - rounded) ..........................     $   2.01098    $    2.99334   $     8.06306   $     5.10277   $     4.13896
                                                       -----------    ------------   -------------   -------------   -------------
        Contract Owner Equity (VAL) ..............     $ 7,420,676    $ 23,337,940   $ 193,931,808   $ 232,592,282   $ 106,014,078
                                                       -----------    ------------   -------------   -------------   -------------

        Contract Owner Units Outstanding
          (PRUvider - rounded) ...................             N/A             N/A             N/A       3,960,460       3,221,133
        Unit Value (PRUvider) ....................             N/A             N/A             N/A   $     3.49968   $     2.90888
                                                       -----------    ------------   -------------   -------------   -------------
        Contract Owner Equity (PRUvider) .........             N/A             N/A             N/A   $  13,860,342   $   9,369,888
                                                       -----------    ------------   -------------   -------------   -------------

        Contract Owner Units Outstanding
          (PSEL III - rounded) ...................               0               0               0               0               0
        Unit Value (PSEL III) ....................     $   1.00775    $    0.99424   $     1.05287   $     1.03671   $     1.02714
                                                       -----------    ------------   -------------   -------------   -------------
        Contract Owner Equity (PSEL III) .........     $         0    $          0   $           0   $           0   $           0
                                                       -----------    ------------   -------------   -------------   -------------
        TOTAL CONTRACT OWNER EQUITY ..............     $ 7,420,676    $ 23,337,940   $ 193,931,808   $ 246,452,624   $ 115,383,966
                                                       ===========    ============   =============   =============   =============
</TABLE>


                                       A12
<PAGE>


<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) ...        12,926,323     13,607,807      2,525,607     32,733,240        7,043,717
          (VAL - rounded) ........................      $    2.48308   $    6.20254   $    4.70908   $    2.58864    $     3.60270
                                                        ------------   ------------   ------------   ------------    -------------
        Contract Owner Equity (VAL) ..............      $ 32,097,093   $ 84,402,967   $ 11,893,287   $ 84,734,575    $  25,376,398
                                                        ------------   ------------   ------------   ------------    -------------

        Contract Owner Units Outstanding
          (PRUvider - rounded) ...................               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
                                                        ------------   ------------   ------------   ------------    -------------

        Contract Owner Units Outstanding .........
          (PSEL III - rounded) ...................                 0              0              0              0                0
          Unit Value (PSEL III) ..................      $    1.02134   $    1.07712   $    1.07537   $    1.20743    $     1.16040
                                                        ------------   ------------   ------------   ------------    -------------
        Contract Owner Equity (PSEL III) .........      $          0   $          0   $          0   $          0    $           0
                                                        ------------   ------------   ------------   ------------    -------------
        TOTAL CONTRACT OWNER EQUITY ..............      $ 32,097,093   $ 84,402,967   $ 11,893,287   $ 84,734,575    $  25,376,398
                                                        ============   ============   ============   ============    =============

</TABLE>

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
          years ended December 31, 1999, 1998 and 1997 were as follows:

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

                                                   MONEY MARKET                                  DIVERSIFIED BOND
                                                     PORTFOLIO                                       PORTFOLIO
                                    -------------------------------------------    ---------------------------------------------
                                         1999          1998            1997            1999            1998            1997
                                    ------------   ------------    ------------    ------------    ------------     ------------
            <S>                        <C>            <C>             <C>             <C>             <C>            <C>
            Contract Owner
             Contributions:            1,394,252      1,651,137       1,852,551       1,817,938       3,461,354         957,470

            Contract Owner
               Redemptions:           (1,583,513)    (1,575,664)     (2,279,240)     (2,374,019)     (3,523,454)     (1,208,781)

<CAPTION>

                                                                      SUBACCOUNTS (CONTINUED)
                                    --------------------------------------------------------------------------------------------
                                                      EQUITY                                     FLEXIBLE MANAGED
                                                     PORTFOLIO                                      PORTFOLIO
                                    -------------------------------------------    ---------------------------------------------
                                         1999          1998            1997            1999            1998            1997
                                    ------------   ------------    ------------    ------------    ------------     ------------
            <S>                        <C>            <C>             <C>             <C>            <C>            <C>
            Contract Owner
             Contributions:            1,053,096      4,007,348       2,872,723       2,928,417      16,398,289       7,728,571

            Contract Owner
               Redemptions:           (3,213,126)    (5,431,230)     (4,155,330)     (6,981,728)    (51,572,419)    (10,193,317)

<CAPTION>

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

                                               CONSERVATIVE BALANCED                              HIGH YIELD BOND
                                                     PORTFOLIO                                       PORTFOLIO
                                    -------------------------------------------    ---------------------------------------------
                                         1999          1998            1997            1999            1998            1997
                                    ------------   ------------    ------------    ------------    ------------     ------------
            <S>                        <C>            <C>             <C>            <C>             <C>               <C>
            Contract Owner
             Contributions:            2,742,649      3,568,780       4,308,577      10,923,909      33,003,985         415,705

            Contract Owner
               Redemptions:           (5,207,302)    (4,841,159)     (5,775,601)    (12,518,142)    (21,070,995)       (440,795)

<CAPTION>

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

                                                    STOCK INDEX                                    EQUITY INCOME
                                                     PORTFOLIO                                       PORTFOLIO
                                    -------------------------------------------    ---------------------------------------------
                                         1999          1998            1997            1999            1998            1997
                                    ------------   ------------    ------------    ------------    ------------     ------------
            <S>                        <C>            <C>           <C>              <C>             <C>             <C>
            Contract Owner
             Contributions:            10,650,541     25,612,492    1,448,957         214,150         724,545         651,898

            Contract Owner
               Redemptions:           (12,168,789)   (14,154,931)    (982,534)       (494,521)       (492,449)       (352,895)

<CAPTION>

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

                                                      GLOBAL                                        PRUDENTIAL
                                                     PORTFOLIO                                  JENNISON PORTFOLIO
                                    -------------------------------------------    ---------------------------------------------
                                         1999          1998            1997            1999            1998            1997
                                    ------------   ------------    ------------    ------------    ------------     ------------
            <S>                        <C>            <C>            <C>             <C>             <C>               <C>
            Contract Owner
             Contributions:            31,717,854     84,626,033     3,871,182       4,934,733       1,808,411         862,419

            Contract Owner
               Redemptions:           (35,712,959)   (53,280,086)     (575,706)       (810,425)       (520,419)       (284,443)

</TABLE>


                                       A14
<PAGE>


NOTE 9:   PURCHASES AND SALES OF INVESTMENTS

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

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

                                        MONEY        DIVERSIFIED                      FLEXIBLE      CONSERVATIVE
                                       MARKET           BOND           EQUITY          MANAGED        BALANCED
                                    ------------    ------------    ------------    ------------    ------------
            <S>                     <C>             <C>             <C>             <C>             <C>
            Purchases ..........    $  2,157,046    $    285,296    $    343,856    $  1,048,953    $    583,087
            Sales ..............    $ (2,520,612)   $ (2,091,082)   $(17,965,888)   $(22,131,232)   $(10,901,371)

<CAPTION>

                                                               PORTFOLIOS (CONTINUED)
                                    -----------------------------------------------------------------------------

                                      HIGH YIELD        STOCK          EQUITY                        PRUDENTIAL
                                         BOND           INDEX          INCOME          GLOBAL         JENNISON
                                    ------------    ------------    ------------    ------------    ------------
            <S>                     <C>             <C>             <C>             <C>             <C>
            Purchases ..........    $    780,770    $  9,032,528    $    401,468    $    701,472    $ 12,573,470
            Sales ..............    $ (4,814,050)   $(17,443,512)   $ (1,750,590)   $ (9,113,462)   $   (478,067)

</TABLE>


                                       A15

<PAGE>


                        REPORT OF INDEPENDENT ACCOUNTANTS

To the Contract Owners of the PruSelect III Variable Life Subaccounts 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 PruSelect III Variable Life Subaccounts of Pruco
Life of New Jersey Variable Appreciable Account at December 31, 1999, the
results of each of their operations and the changes in each of their net assets
for each of the three years in the period then ended, in conformity with
accounting principles generally accepted in the United States. These financial
statements are the responsibility of Pruco Life Insurance Company 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 auditing standards generally accepted in
the United States, which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits, which included confirmation of fund shares owned at December 31, 1999,
provide a reasonable basis for the opinion expressed above.




PricewaterhouseCoopers LLP
New York, New York
March 17, 2000



                                       A16

<PAGE>




<PAGE>

   Pruco Life Insurance Company of New Jersey

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

<TABLE>
<CAPTION>
                                                                                 1999              1998
                                                                            -----------------  ---------------
<S>                                                                         <C>                <C>

   ASSETS
   Fixed maturities
      Available for sale, at fair value (amortized cost, 1999: $604,223; and     $ 585,271        $ 622,990
      1998: $617,758)
      Held to maturity, at amortized cost (fair value, 1999: $6,938)                 7,470                -
   Policy loans                                                                    143,815          139,443
   Short-term investments                                                           27,473           53,761
   Other long-term investments                                                       2,520            2,421
                                                                            -----------------  ---------------
           Total investments                                                       766,549          818,615
   Cash                                                                                117               45
   Deferred policy acquisition costs                                               129,184          113,923
   Accrued investment income                                                        12,492           12,209
   Receivables from affiliate                                                       16,231                -
   Other assets                                                                        474           15,379
   Separate Account assets                                                       1,827,484        1,450,986
                                                                            -----------------  ---------------
   TOTAL ASSETS                                                                 $2,752,531       $2,411,157
                                                                            =================  ===============

   LIABILITIES AND STOCKHOLDER'S EQUITY
   Liabilities
   Policyholders' account balances                                               $ 414,917        $ 414,546
   Future policy benefits and other policyholder liabilities                       105,861           89,832
   Cash collateral for loaned securities                                            17,900           34,424
   Securities sold under agreements to repurchase                                        -           27,210
   Income taxes payable                                                             27,829           25,325
   Payables to affiliate                                                                 -            3,492
   Other liabilities                                                                 7,571           19,489
   Separate Account liabilities                                                  1,827,484        1,450,986
                                                                            -----------------  ---------------
   Total liabilities                                                             2,401,562        2,065,304
                                                                            -----------------  ---------------
   Contingencies - (See Footnote 11)
   Stockholder's Equity
   Common stock, $5 par value;
         400,000 shares, authorized;
         issued and outstanding at
         December 31, 1999 and 1998                                                  2,000            2,000
   Paid-in-capital                                                                 125,000          125,000
   Retained earnings                                                               230,057          217,260
   Accumulated other comprehensive (loss) income                                   (6,088)            1,593
                                                                            -----------------  ---------------
   Total stockholder's equity                                                      350,969          345,853
                                                                            -----------------  ---------------
   TOTAL LIABILITIES AND
       STOCKHOLDER'S EQUITY                                                     $2,752,531       $2,411,157
                                                                            =================  ===============


</TABLE>


                        See Notes to Financial Statements


                                      B1
<PAGE>

   Pruco Life Insurance Company of New Jersey

   Statements of Operations and Comprehensive Income
   Years Ended December 31, 1999, 1998, and 1997 (In Thousands)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                  1999             1998              1997
                                                           ---------------- ----------------- ----------------
<S>                                                        <C>              <C>               <C>
      REVENUES

      Premiums                                                   $ 6,742          $  7,282         $  6,832
      Policy charges and fee income                               52,714            53,152           56,687
      Net investment income                                       47,600            47,032           46,324
      Realized investment (losses) gains, net                    (5,013)             8,446            1,707
      Asset management fees                                        7,407             5,641            5,287
      Other income                                                   386               114                -
                                                           ---------------- ----------------- ----------------

      Total revenues                                             109,836           121,667          116,837
                                                           ---------------- ----------------- ----------------

      BENEFITS AND EXPENSES

      Policyholders' benefits                                     26,237            30,679           39,727
      Interest credited to policyholders' account                 18,846            19,038           19,372
      balances
      General, administrative and other expenses                  45,065            22,557           27,541
                                                           ---------------- ----------------- ----------------

      Total benefits and expenses                                 90,148            72,274           86,640
                                                           ---------------- ----------------- ----------------

      Income from operations before income taxes                  19,688            49,393           30,197
                                                           ---------------- ----------------- ----------------

      Income tax provision                                         6,891            17,570           10,974
                                                           ---------------- ----------------- ----------------

      NET INCOME                                                $ 12,797          $ 31,823         $ 19,223
                                                           ================ ================= ================

      Net unrealized investment (losses) gains on
      securities, net of reclassification adjustment and
      taxes                                                       (7,681)           (1,363)             924

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

      TOTAL COMPREHENSIVE INCOME                                $  5,116          $ 30,460         $ 20,147
                                                           ================ ================= ================

</TABLE>


                        See Notes to Financial Statements


                                      B2
<PAGE>

   Pruco Life Insurance Company of New Jersey

   Statements of Changes in Stockholder's Equity
   Years Ended December 31, 1999, 1998, and 1997 (In Thousands)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>

                                                                                Accumulated
                                                                                   other          Total
                                      Common      Paid - in -      Retained    comprehensive  stockholder's
                                       stock        capital        earnings    income (loss)      equity
                                   ------------   -----------      ---------   -------------  ---------------
<S>                                <C>              <C>            <C>         <C>            <C>
   Balance, January 1, 1997          $   2,000      $ 125,000      $ 166,214      $   2,032      $ 295,246

      Net income                             -              -         19,223              -         19,223
      Change in net unrealized
      investment (losses) gains,
      net of reclassification
      and taxes 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 (losses) gains,
      net of reclassification
      and taxes                              -              -              -        (1,363)        (1,363)

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



      Net income                             -              -         12,797              -         12,797
      Change in net unrealized
      investment (losses) gains,
      net of reclassification
      and taxes                              -              -              -        (7,681)        (7,681)

                                     ---------      ---------      ---------      ---------      ---------
   Balance, December 31, 1999         $  2,000      $ 125,000      $ 230,057     $  (6,088)      $ 350,969
                                     =========      =========      =========      =========      =========

</TABLE>



                        See Notes to Financial Statements


                                      B3
<PAGE>

   Pruco Life Insurance Company of New Jersey

   Statements of Cash Flows
   Years Ended December 31, 1999, 1998, and 1997 (In Thousands)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                    1999           1998           1997
                                                               --------------------------------------------
<S>                                                            <C>            <C>            <C>
   CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                                  $    12,797    $    31,823    $    19,223
   Adjustments to reconcile net income to net cash (used in)
   provided by
      operating activities:
      Policy charges and fee income                                (11,399)        (5,180)        (7,841)
      Interest credited to policyholders' account balances          18,846         19,038         19,372
      Realized investment losses (gains), net                        5,013         (8,446)        (1,707)
      Amortization and other non-cash items                         18,092          2,497           (342)
      Change in:
        Future policy benefits and other policyholders'             16,029          5,304          8,277
        liabilities
        Accrued investment income                                     (283)         1,866         (1,167)
        Policy loans                                                (4,372)       (12,137)       (13,388)
        Payable to affiliates                                      (19,723)          (815)        (1,752)
        Deferred policy acquisition costs                          (15,261)       (12,298)         5,340
        Income taxes payable                                         2,504         (9,826)         9,006
        Other, net                                                   2,987         (8,954)         2,812
                                                               -----------    -----------    -----------
Cash Flows From Operating Activities                                25,230          2,872         37,833
                                                               -----------    -----------    -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Proceeds from the sale/maturity of:
      Fixed maturities:
        Available for sale                                         702,380      1,001,096        645,355
   Payments for the purchase of:
      Fixed maturities:
        Available for sale                                        (695,198)    (1,029,988)      (679,709)
        Held to maturity                                            (7,470)          --             --
   Other long term investments, net                                     99           (854)         1,629
   Cash collateral for loaned securities, net                      (16,524)           761         33,663
   Securities sold under agreements to repurchase, net             (27,210)        27,210           --
   Short term investments, net                                      26,296         (1,297)       (35,461)
                                                               -----------    -----------    -----------
Cash Flows Used in Investing Activities                            (17,627)        (3,072)       (34,523)
                                                               -----------    -----------    -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Policyholders' account balances:
      Deposits                                                     256,842        298,391        134,020
      Withdrawals                                                 (264,373)      (298,149)      (141,255)
                                                               -----------    -----------    -----------
Cash Flows (Used in) From Financing Activities                      (7,531)           242         (7,235)
                                                               -----------    -----------    -----------
Net increase (decrease) in Cash                                         72             42         (3,925)
Cash, beginning of year                                                 45              3          3,928
                                                               -----------    -----------    -----------
CASH,  END OF PERIOD                                           $       117    $        45    $         3
                                                               ===========    ===========    ===========
SUPPLEMENTAL CASH FLOW INFORMATION
Income taxes paid                                              $       480    $    27,083    $     1,896
                                                               ===========    ===========    ===========
</TABLE>



                        See Notes to Financial Statements



                                      B4
<PAGE>

   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. 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 Prudential's Board of Directors, a
   public hearing, approval by two-thirds of the qualified policyholders who
   vote on the plan review and approval by the New Jersey Department of Banking
   and Insurance. Prudential's management is in the process of developing a
   proposed plan of demutualization, although there can be no assurance that
   Prudential's Board of Directors will approve such a plan. Prudential's
   decision whether to demutualize is not expected to have a material effect on
   the Company's operations.

   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.

   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 accounting principles generally accepted in the United States ("GAAP").
   The Company has extensive transactions and relationships with Prudential and
   other affiliates, as more fully described in Footnote 13. Due to these
   relationships, it is possible that the terms of those transactions are not
   the same as those that would result from transactions among wholly unrelated
   parties.

   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, in particular deferred policy acquisition costs
   ("DAC") and future policy benefits, 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 DAC and policyholders' account balances 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, including 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 (losses), net, are computed using the specific
   identification method. Costs of fixed maturities are adjusted for impairments
   considered to be other than temporary.

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


                                      B5
<PAGE>

   Notes to Financial Statements

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

   2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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

   Policy acquisition costs related to interest-sensitive products and certain
   investment-type products are deferred and amortized over the expected life of
   the contracts (periods ranging from 15 to 30 years) in proportion to
   estimated gross profits arising principally from investment results,
   mortality and expense margins, and surrender charges based on historical and
   anticipated future experience, which is updated periodically. The effect of
   changes to estimated gross profits on unamortized deferred acquisition costs
   is reflected in "General and administrative expenses" 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% and 105% of the fair value of the domestic and
   foreign securities, respectively. 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 because the debtor typically has the right to redeem the
   collateral on short notice. 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. Assets to be repurchased are the same, or
   substantially the same, as the assets transferred and the transferor, through
   right of substitution, maintains the right and ability to redeem the
   collateral on short notice. The market value of securities to be repurchased
   is monitored and additional collateral is obtained, 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
   Consolidated Statements of Operations. Mortality, policy administration and
   surrender charges on the accounts are included in "Policy charges and fee
   income."




                                      B6
<PAGE>

   Notes to Financial Statements

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

   2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

   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 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 DAC.

   Asset Management Fees
   The Company receives asset management fee income from Separate Account
   policyholder account balances invested in the Prudential Series Fund ("PSF").

   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
   seek to reduce 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 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 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.




                                      B7
<PAGE>

   Notes to Financial Statements

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

   2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

   New Accounting Pronouncements

   In June 1998, the Financial Accounting Standards Board ("FASB") issued
   Statement of Financial Accounting Standards ("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 does not
   apply to most traditional insurance contracts. However, certain hybrid
   contracts that contain features which may 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.

   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).

   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
   derivatives 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, as amended, as of January 1, 2001 and is currently
   assessing the effect of the new standard.

   In October 1998, the American Institute of Certified Public Accountants
   ("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 presentation.



                                      B8
<PAGE>

   Notes to Financial Statements

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

   3.  INVESTMENTS

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

<TABLE>
<CAPTION>
                                                                             1999
                                            --------------------------------------------------------------
                                                                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                 $  9,489         $     -        $    63        $  9,426


      Foreign government bonds                     5,000               -             68           4,932

      Corporate Securities                       588,695             681         19,499         569,877

      Mortgage-backed securities                   1,039               -              3           1,036
                                               ---------         -------       --------       ---------

      Total fixed maturities available for     $ 604,223         $   681       $ 19,633       $ 585,271
      sale

      Fixed Maturities held to maturity
       Corporate Securities                    $   7,470         $     -      $     531       $   6,938
                                               ---------         -------       --------       ---------

      Total fixed maturities held to            $  7,470         $     -        $   532        $  6,938
      maturity
                                               =========        ========       ========       =========

</TABLE>

<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                       529,844           7,273          2,633         534,484

      Mortgage-backed securities                   1,507               -              1           1,506
                                               ---------         -------       --------       ---------
      Total fixed maturities available for
      sale                                     $ 617,758        $  8,420       $  3,188       $ 622,990
                                               =========        ========       ========       =========

</TABLE>




                                      B9
<PAGE>

   Notes to Financial Statements

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

   3.  INVESTMENTS (continued)

   The amortized cost and estimated fair value of fixed maturities, categorized
   by contractual maturities at December 31, 1999, are shown below:


<TABLE>
<CAPTION>
                                            Available for Sale                       Held to Maturity
                                    ------------------------------------  ---------------------------------------
                                       Amortized       Estimated Fair         Amortized         Estimated Fair
                                          Cost              Value                Cost                Value
                                    ------------------------------------  -------------------  ------------------
                                              (In Thousands)                          (In Thousands)
<S>                                      <C>               <C>                    <C>                 <C>

   Due in one year or less               $   78,150        $    76,922            $      -            $      -

   Due after one year through five          187,710            183,686                   -                   -
   years

   Due after five years through ten         268,224            257,241               7,470               6,938
   years

   Due after ten years                       70,139             67,422                   -                   -
                                         ----------        -----------           ---------          ----------
   Total                                 $  604,223        $   585,271           $   7,470          $    6,938
                                         ==========        ===========           =========          ==========

</TABLE>


   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 1999,
   1998, and 1997 were $698.8 million, $990.7 million, and $635.4 million,
   respectively. Gross gains of $3.5 million, $8.8 million, and $2.9 million,
   and gross losses of $8.0 million, $1.8 million, and $1.2 million were
   realized on those sales during 1999, 1998, and 1997, respectively. Proceeds
   from maturities of fixed maturities available for sale during 1999, 1998, and
   1997 were $3.6 million, $10.4 million, and $10.0 million, respectively.
   During the years ended December 31, 1999, 1998, and 1997, there were no
   securities classified as held to maturity that were sold.

   Special Deposits
   Fixed maturities of $.5 million at both December 31, 1999 and 1998
   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>
                                                      1999               1998               1997
                                                   ----------         ----------           -----------
                                                                    (In Thousands)
<S>                                                  <C>               <C>                 <C>
      Fixed maturities - AFS & HTM                   $  39,538         $   39,478          $   37,563
      Policy loans                                       7,641              7,350               6,596
      Short-term investments                             2,516              3,502               3,023
      Other                                                 60              (842)                 333
                                                     ---------         ---------           ----------
      Gross investment income                           49,755             49,488              47,515
      Less investment expenses                         (2,155)            (2,456)             (1,191)
                                                     ---------         ---------           ----------
      Net investment income                          $  47,600         $   47,032          $   46,324
                                                     =========         ==========          ==========

   Realized investment gains (losses), net, including charges for other than
   temporary reductions in value, for the years ended December 31, were as
   follows:
                                                      1999               1998               1997
                                               ------------------ ------------------ -------------------
                                                                    (In Thousands)

      Realized investment gains                    $    6,436           $   17,957          $   2,898
      Realized investment losses                      (11,449)              (9,511)            (1,191)
                                                   ----------           ----------          ---------
      Realized investment (losses) gains, net      $   (5,013)          $    8,446          $   1,707
                                                   ==========           ==========          =========

</TABLE>



                                      B10
<PAGE>

   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 including in "Other comprehensive income (loss)" those
   items that are included as part of "net income" for a period that also had
   been part of "Other comprehensive income (loss)" in earlier periods. The
   amounts for the years ended December 31, net of tax, are as follows:

<TABLE>
<CAPTION>
                                                                                                          Accumulated
                                                                                                             other
                                                                                                         comprehensive
                                                                                                         income (loss)
                                                                Deferred                    Deferred     related to net
                                                Unrealized       policy    Policyholders'  income tax      unrealized
                                              gains (losses)  acquisition     Account      (liability)     investment
                                              on investments     costs        Balances       benefit     gains (losses)
                                             ----------------------------------------------------------------------------
<S>                                          <C>              <C>          <C>             <C>           <C>

  Balance, December 31, 1996                      $   4,170    $ (1,209)           $330     $ (1,259)         $  2,032
     Net investment gains on investments
     arising during the period                        4,788                                   (1,676)            3,112

     Reclassification adjustment for
     (losses) included in net income                (1,706)                                       597          (1,109)

     Impact of net unrealized investment
     (losses) on deferred policy
     acquisition costs                                            (2,170)                         759          (1,411)

     Impact of net unrealized investment
     gains on policyholders' account
     balances                                                                       519         (187)              332
                                                  ---------    --------       ---------     ---------        --------

  Balance, December 31, 1997                      $   7,252    $ (3,379)          $ 849     $ (1,766)         $  2,956
     Net investment gains on investments
     arising during the period                        4,966                                   (1,662)            3,304

     Reclassification adjustment for
     (losses) included in net income                (6,985)                                     2,338          (4,647)

     Impact of net unrealized investment
     (losses) on deferred policy
     acquisition costs                                             (166)                           58            (108)

     Impact of net unrealized investment
     gains on policyholders' account
     balances                                                                       138          (50)               88
                                                  ---------    --------       ---------     ---------        --------

  Balance, December 31, 1998                      $   5,233     $(3,545)          $ 987     $ (1,082)         $  1,593
     Net investment (losses) on investments
     arising during the period                     (28,794)                                    10,366         (18,428)

     Reclassification adjustment for gains
     included in net income                           4,610                                   (1,660)            2,950

     Impact of net unrealized investment
     gains on deferred policy acquisition
     costs                                                        14,681                      (5,285)            9,396

     Impact of net unrealized investment
     (losses) on policyholders' account
     balances                                                                   (2,499)           900          (1,599)
                                                  ---------    --------       ---------     ---------        --------

  Balance, December 31, 1999                     $ (18,951)     $ 11,136      $ (1,512)       $ 3,239        $ (6,088)
                                                  =========    =========      =========     =========        ========

</TABLE>


                                      B11
<PAGE>

   Notes to Financial Statements

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

4.       DEFERRED POLICY ACQUISITION COSTS

   The balance of and changes in deferred policy acquisition costs for the year
ended December 31, are as follows:

<TABLE>
<CAPTION>
                                                                                      1999
                                                                              ---------------------
                                                                                 (In Thousands)
<S>                                                                           <C>
                        Balance, beginning of year                                    $  113,923
                        Capitalization of commissions, sales and issue                    13,439
                        expenses
                        Amortization                                                    (12,859)
                        Change in unrealized investment losses                            14,681
                                                                              ---------------------
                        Balance, end of year                                          $  129,184
                                                                              =====================
</TABLE>



   5.  POLICYHOLDERS' LIABILITIES

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


<TABLE>
<CAPTION>
                                                          1999                     1998
                                                   -------------------      -------------------
                                                                    (In Thousands)
<S>                                                <C>                      <C>
            Life insurance                               $  100,686               $   84,825
            Annuities                                         5,175                    5,007
                                                   -------------------      -------------------
                                                         $  105,861               $   89,832
                                                   ===================      ===================

</TABLE>


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

   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         3.5% to 8.75%         Present value of
      annuities                  Mortality Table with                                  expected future payment
                                 certain modifications                                 based on historical
                                                                                       experience


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


<CAPTION>

                                                          1999                     1998
                                                   -------------------      -------------------
                                                                    (In Thousands)
<S>                                                <C>                      <C>
            Individual annuities                         $  150,687               $  148,327
            Interest-sensitive life contracts               264,230                  266,219
                                                   -------------------      -------------------
                                                         $  414,917               $  414,546
                                                   ===================      ===================

</TABLE>


   Policyholders' account balances for interest-sensitive life and individual
   annuities 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.


                                      B12
<PAGE>

   Notes to Financial Statements

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

   5.  POLICYHOLDERS' LIABILITIES (continued)

   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                      4.0% to 5.4 %               Various up to 10 years
      contracts

      Individual annuities                         3.0% to 5.6%                0% to 8% for up to 8 years

</TABLE>



   6.  REINSURANCE

   The Company participates in reinsurance with Prudential 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 of 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.


<TABLE>
<CAPTION>

                                                      1999               1998               1997
                                               ------------------ ------------------ -------------------
                                                                   (In Thousands)
<S>                                            <C>                <C>                 <C>

      Reinsurance premiums ceded - affiliated       $     (17)          $    (28)           $    (12)
                                               ================== ================== ===================

      Policyholders' benefits ceded                 $       0           $      0            $      0
                                               ================== ================== ===================

</TABLE>


   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:

<TABLE>
<CAPTION>
                                                        1999            1998
                                                   ------------    ------------
                                                           (In Thousands)
<S>                                                <C>             <C>
            Life insurance - affiliated                  $16            $ 31
                                                   ============    ============

</TABLE>


                                      B13
<PAGE>

   Notes to Financial Statements

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

   7.  INCOME TAXES

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

<TABLE>
<CAPTION>
                                                        1999              1998             1997
                                                 ----------------- ---------------- -----------------
                                                                   (In Thousands)
<S>                                              <C>               <C>              <C>

             Current tax expense (benefit):
             U.S.                                       $ 6,769          $14,786           $12,880
             State and local                                178              523               399
                                                 ----------------- ---------------- -----------------
             Total                                        6,947           15,309            13,279
                                                 ----------------- ---------------- -----------------

             Deferred tax expense (benefit):
             U.S.                                          (54)            2,198           (2,305)
             State and local                                (2)               63                 -
                                                 ----------------- ---------------- -----------------
             Total                                         (56)            2,261           (2,305)
                                                 ----------------- ---------------- -----------------

             Total income tax expense                   $ 6,891          $17,570           $10,974
                                                 ================= ================ =================

</TABLE>


   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:

<TABLE>
<CAPTION>
                                                        1999              1998             1997
                                                 ----------------- ---------------- -----------------
                                                                   (In Thousands)
<S>                                              <C>               <C>              <C>
             Expected federal income tax expense         $6,891          $17,288           $10,569
             State and local income taxes                   115              381               259
             Other                                        (115)             (99)               146
                                                 ----------------- ---------------- -----------------
             Total income tax expense                    $6,891          $17,570           $10,974
                                                 ================= ================ =================

</TABLE>


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

<TABLE>
<CAPTION>

                                                          1999                  1998
                                                   ----------------      ----------------
                                                             (In Thousands)
<S>                                                <C>                   <C>
             Deferred tax assets:
             Insurance reserves                          $ 9,711               $10,016
             Net unrealized (gains) losses on              6,823               (1,884)
             securities
             Investment gains                              2,083                     -
                                                   ----------------      ----------------
             Deferred tax assets                         $18,617                $8,132
                                                   ----------------      ----------------

             Deferred tax liabilities:
             Deferred acquisition costs                   37,174                28,509
             Investment gains                                  -                   963
             Other                                           879                 2,375
                                                   ----------------      ----------------
             Deferred tax liabilities                     38,053                31,847
                                                   ----------------      ----------------

             Net deferred tax liability                  $19,436               $23,715
                                                   ================      ================

</TABLE>


   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, 1999 and
   1998, respectively, the Company had no federal or state operating loss
   carryforwards for tax purposes.




                                      B14
<PAGE>

   Notes to Financial Statements

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

   7.  INCOME TAXES (continued)

   The Internal Revenue Service (the "Service") has completed examinations of
   the consolidated federal income tax returns through 1992. The Service has
   begun their examination of the years 1993 through 1995.


   8.  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>

                                                            1999         1998       1997
                                                           -------      ------    --------
                                                                    (In Thousands)
<S>                                                       <C>         <C>         <C>

Statutory net income                                      $ 20,221    $ 18,704    $ 18,306

Adjustments to reconcile to net income on a GAAP basis:
Amortization and capitalization of deferred                    580      12,464      (3,170)
acquisition costs
Deferred premium                                              (314)        534         198
Insurance revenues and expenses                                983        (808)      2,324
Income taxes                                                  (139)     (2,973)      2,517
Valuation of investments                                    (3,199)      5,896       1,707
Amortization of IMR                                         (2,089)     (2,102)     (1,850)
Asset management fees                                       (2,050)       --          --
Other, net                                                  (1,196)        108        (809)
                                                          --------    --------    --------
GAAP net income                                           $ 12,797    $ 31,823    $ 19,223
                                                          ========    ========    ========

<CAPTION>
                                                                 1999                 1998
                                                           ----------------     ----------------
                                                                      (In Thousands)
<S>                                                        <C>                  <C>
      Statutory surplus                                         $274,437             $252,530

      Adjustments to reconcile to equity on a GAAP basis:
      Valuation of investments                                   (9,644)               20,799
      Deferred acquisition costs                                 129,184              113,923
      Deferred premium                                           (1,159)              (1,473)
      Insurance liabilities                                     (23,889)             (18,141)
      Income Taxes                                              (17,977)             (21,716)
      Asset management fees                                      (2,050)                    -
      Other, net                                                   2,067                 (69)
                                                           ----------------     ----------------
      GAAP stockholder's equity                                 $350,969             $345,853
                                                           ================     ================

</TABLE>


   9.  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).


                                      B15
<PAGE>

   Notes to Financial Statements

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

   9.  FAIR VALUE OF FINANCIAL INSTRUMENTS (continued)

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

   Policy loans
   The 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.

   Investment contracts
   Estimated fair values of investment contracts are derived by using the
   policyholder's account balance.

   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>
                                                    1999                                       1998
                                        ----------------------------------    -----------------------------------
                                              Carrying         Estimated            Carrying          Estimated
                                               Value          Fair Value              Value          Fair Value
                                        ---------------- -----------------    ----------------- -----------------
                                                                     (In Thousands)
<S>                                     <C>              <C>                  <C>               <C>
      Financial Assets:
         Fixed maturities:
             Available for sale             $ 585,271          $585,271             $622,990          $622,990
             Held to maturity                   7,470             6,938                    -                 -
         Policy loans                         143,815           136,990              139,443           146,504
         Short-term investments                27,473            27,473               53,761            53,761
         Cash                                     117               117                   45                45
         Separate Accounts assets           1,827,484         1,827,484            1,450,986         1,450,986

      Financial Liabilities:
         Investment contracts                $ 92,096          $ 92,096             $ 87,948          $ 87,948
         Cash collateral for loaned            17,900            17,900               34,424            34,424
         securities
         Securities sold under
         agreements to repurchase                   -                 -               27,210            27,210

         Separate Accounts liabilities      1,827,484         1,827,484            1,450,986         1,450,986
         Derivatives                              597               597                    -                 -

</TABLE>



   10.  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 and to manage the duration of assets to better
   match the duration of liabilities supported by those assets. 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. Treasury futures move substantially in value as interest
   rates change and can be used to either modify 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.



                                      B16
<PAGE>

   Notes to Financial Statements

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

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

   If futures 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 notional
   and fair value of futures contracts was $46.4 million and $(.6) million at
   December 31, 1999, respectively. There were no open futures contracts at
   December 31, 1998.

   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. As of December 31, 1999
   100% of the notional consisted of interest rate derivatives.

   11.  CONTINGENCIES

   Various lawsuits against the Company have arisen in the course of the
   Company's business. In certain of these matters, large and/or indeterminate
   amounts are sought.

   On October 28, 1996, the Company entered into a Stipulation of Settlement
   with attorneys for the plaintiffs in a consolidated class action lawsuit
   pending in a Multi-District Litigation proceeding in the U.S. District Court
   for the District of New Jersey. The class action suit involved alleged
   improprieties in connection with the sale, servicing and operation of
   permanent life insurance policies from 1982 through 1995. Pursuant to the
   settlement, the Company has participated in a remediation program pursuant to
   which relief was offered to policyowners who were misled when they purchased
   permanent life insurance policies in the United States from 1982 to 1995.
   Prudential has agreed to indemnify the Company for any liability incurred in
   connection with that litigation.

   The balance of the Company's litigation is subject to many uncertainties, and
   given the complexity and scope, the outcomes cannot be predicted with
   precision. Management believes that any ultimate liability which could result
   from such litigation would not have a material adverse effect on the
   Company's financial position.

   12.  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 earned surplus derived from
   realized net profits.

   13.  RELATED PARTY TRANSACTIONS

   Service Agreements
   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. Prudential periodically reviews its methods
   for determining the level of administrative expenses charged to the Company.
   Late in 1998, Prudential revised its allocation methodology to more closely
   align allocations based on business processes, resulting in increased
   allocations from 1998 levels. Management believes that the updated
   methodology is reasonable and better reflects actual costs incurred by
   Prudential to process transactions on behalf of the Company. The net cost of
   these services allocated to the Company were $28.3 million, $23.5 million and
   $16.2 million for the years ended December 31, 1999, 1998, and 1997,
   respectively.

   In addition, the Company received allocated distribution expenses from
   Prudential's retail agency network. Beginning in 1999, market based
   distribution transfer pricing was the basis for allocating costs to each
   product line that distributes products through Prudential's retail agency
   channels. A majority of these distribution expenses have been capitalized by
   the Company as DAC.

   The Company receives asset management fees from Pruco Life for its
   policyholder account balances invested in the Prudential Series Fund ("PSF")
   managed by Pruco Life. The Company received from Pruco Life its allocable
   shares of such compensation in the amount of $7.4 million, $5.6 million, and
   $5.3 million, during 1999, 1998, and 1997, respectively, recorded as "Asset
   management fee income" in the Statements of Operations and Comprehensive
   Income.


                                      B17
<PAGE>

   Notes to Financial Statements

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

   13.  RELATED PARTY TRANSACTIONS (continued)

   The Company pays an asset management fee to Prudential Global Asset
   Management ("PGAM") for managing the Separate Account investment portfolio.
   The expense for the year was $3.0 million, which is shown in general,
   administrative and other expenses.

   The Company has sold a Corporate Owned Life Insurance ("COLI") policy to
   Prudential. The cash surrender value included in Separate Accounts at
   December 31, 1999 was $199.0 million.

   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, 1999,
   1998, and 1997.

   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, 1999.




                                      B18
<PAGE>

                        Report of Independent Accountants



   To the Board of Directors and Stockholder 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 (an indirect, wholly-owned
   subsidiary of the Prudential Insurance Company of America) at December 31,
   1999 and 1998, and the results of its operations and its cash flows for each
   of the three years in the period ended December 31, 1999, in conformity with
   accounting principles generally accepted in the United States. 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
   auditing standards generally accepted in the United States which require that
   we plan and perform the audit to obtain reasonable assurance about whether
   the financial statements are free of material misstatement. An audit includes
   examining, on a test basis, evidence supporting the amounts and disclosures
   in the financial statements, assessing the accounting principles used and
   significant estimates made by management, and evaluating the overall
   financial statement presentation. We believe that our audits provide a
   reasonable basis for the opinion expressed above.



   PricewaterhouseCoopers LLP
   New York, New York
   March 21, 2000




                                      B19



<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. 5/2000



<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 ("Pruco Life 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 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 of organization of 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 83 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)  Schedule of Sales Commissions. (Note 10)
                    (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 10)
                         (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 10)
                         (iii)  (a)     Janus Aspen Series, Growth Portfolio.
                                        (Note 9)
                                (b)     Amendment to the Janus Aspen Series
                                        Participation Agreement. (Note 10)
                         (iv)   (a)     MFS Variable Insurance Trust, Emerging
                                        Growth Series. (Note 9)
                                (b)     Amendment to the MFS Variable Insurance
                                        Trust Participation Agreement. (Note 10)
                         (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 10)
               (4)  Not Applicable.
               (5)  Variable Universal Life Insurance Contract. (Note 9)



                                      II-2
<PAGE>

               (6)  (a)  Articles of Incorporation of Pruco Life Insurance
                         Company of New Jersey, as amended March 11, 1983. (Note
                         7)
                    (b)  Certificate of Amendment of the Articles of
                         Incorporation of Pruco Life Insurance Company of New
                         Jersey, February 12, 1998. (Note 8)
                    (c)  By-laws of Pruco Life Insurance Company of New Jersey,
                         as amended 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) (a)  Rider for Flexible Term Insurance Benefit. (Note 9)
                    (b)  Endorsement  for new PS III Contract issued as a result
                         of exchange of insureds. (Note 1)
                    (c)  Endorsement  for new PS III Contract issued as a result
                         of exchange of PS I or PS II Contracts. (Note 1)


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

     3.   Opinion and Consent of Clifford E. Kirsch, Esq., as to the legality of
          the securities being registered. (Note 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)
          (d)  David R. Odenath, Jr. (Note 11)



(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 to
               Form S-1, Registration No. 33-20018, filed 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.
(Note     10)  Incorporated by reference to Pre-Effective Amendment No. 1 to
               this Registration Statement, filed November 3, 1999.
(Note     11)  Incorporated by reference to Post-Effective Amendment No. 13 to
               Form S-1, Registration No. 33-20018, filed April 12, 2000 on
               behalf of the Pruco Life of New Jersey Variable Contract Real
               Property Account.



                                      II-3
<PAGE>


                                   SIGNATURES


Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Pruco Life of New Jersey Variable Appreciable Account, certifies that this
Amendment is filed solely for one or more of the purposes specified in Rule
485(b)(1) under the Securities Act of 1933 and that no material event requiring
disclosure in the prospectus, other than one listed in Rule 485(b)(1), has
occurred since the effective date of the most recent Pre-Effective Amendment to
the Registration Statement which included a prospectus and has caused this
Registration Statement to be signed on its behalf by the undersigned thereunto
duly authorized and its seal hereunto affixed and attested, all in the city of
Newark and the State of New Jersey, on this 24th day of April, 2000.


(Seal)       PRUCO LIFE OF NEW JERSEY VARIABLE APPRECIABLE ACCOUNT
                                  (Registrant)

                 BY: PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY
                                   (Depositor)


Attest:  /s/ Thomas C. Castano                By:   /s/ Esther H. Milnes
       -----------------------------             -------------------------------
             Thomas C. Castano                          Esther H. Milnes
             Assistant Secretary                        President


Pursuant to the requirements of the Securities Act of 1933, this Post-Effective
Amendment No. 1 to the Registration Statement has been signed below by the
following persons in the capacities indicated on this 24th day of April, 2000.


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


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

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

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

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


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


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

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



                                      II-5
<PAGE>


                       CONSENT OF INDEPENDENT ACCOUNTANTS


We hereby consent to the use in the Prospectus constituting part of this
Post-Effective Amendment No. 1 to the registration statement on Form S-6 (the
"Registration Statement") of our report dated March 17, 2000, relating to the
financial statements of the Pruselect III Variable Life Subaccounts 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 March 21, 2000, relating to the
financial statements of Pruco Life Insurance Company of New Jersey, which
appears in such Prospectus.

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



PricewaterhouseCoopers LLP

New York, New York
April 24, 2000


                                      II-6
<PAGE>


                                  EXHIBIT INDEX


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

1.A.(13)(b)    Endorsement for new PS III Contract issued as a        Page II-8
               result of exchange of insureds.

1.A.(13)(c)    Endorsement for new PS III Contract issued as a        Page II-9
               result of exchange of existing PS I or PS II
               Contract.

          3.   Opinion and Consent of Clifford E. Kirsch, Esq.,       Page II-10
               as to the legality of the securities being
               registered.

          6.   Opinion and Consent of Nancy D. Davis, FSA, MAAA,      Page II-11
               as to actuarial matters pertaining to the securities
               being registered.


                                      II-7




                                                             EXHIBIT 1.A.(13)(b)


ENDORSEMENTS

(Only we can endorse this contract.)

This endorsement is attached to and made part of this contract on the contract
date.

This contract is issued in exchange for another life insurance contract owned by
the same policyowner and issued by Pruco Life Insurance Company of New Jersey on
the life of another Insured. That portion of the initial premium representing
the net cash value from the exchanged contract is exempt from the charge for
sales expenses described in the Charge For Sales Expenses provision; it will not
be considered a premium when determining such charge for premium payments made
during the first contract year.

Pruco Life Insurance Company of New Jersey,


By /s/ Susan L. Blount SPECIMEN
                Secretary


                                      II-8




                                                             EXHIBIT 1.A.(13)(c)

ENDORSEMENTS

(Only we can endorse this contract.)

This endorsement is attached to and made part of this contract on the contract
date.

This contract is issued in exchange for another life insurance contract owned by
the same policyowner and issued by Pruco Life Insurance Company of New Jersey.
That portion of the initial premium representing the net cash value from the
exchanged contract is exempt from the charge for sales expenses described in the
Charge For Sales Expenses provision; it will not be considered a premium when
determining such charge for premium payments made during the first contract
year.

The death benefit of this contract on the issue date may be greater than the
death benefit under the exchanged contract. If it is, the difference is the
increased death benefit for the purposes of the following paragraphs.

The Incontestability provision of this contract states that we may contest this
contract for up to two years after the issue date, subject to certain
exceptions. But, if more than two years has passed between (a) the later of the
issue date and reinstatement date of the exchanged contract and (b) the date we
contest this contract, we may contest only the increased death benefit and not
the entire contract.

The Suicide Exclusion provision of this contract states that if the Insured dies
by suicide within two years from the issue date, this contract will end. But, if
more than two years has passed between the issue date of the exchanged contract
and the date of the Insured's death, this contract will end only for the
increased death benefit. We will return to you any premiums paid on or after the
issue date of this contract and the contract fund will be reduced to reflect the
repayment of those premiums.

Pruco Life Insurance Company of New Jersey,


By  /s/ Susan L. Blount SPECIMEN
                   Secretary


                                      II-9



                                                                       EXHIBIT 3

                                                                  April 10, 2000


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 Numbers: 2-89780, 33-57186,
333-85117, and 333-94115) under the Securities Act of 1933 for the registration
of certain variable life insurance contracts issued with respect to the Account.

I am of the following opinion:

     (1)  Pruco Life 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 life
          insurance contracts is not chargeable with liabilities arising out of
          any other business Pruco Life of New Jersey may conduct.

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

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

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


Very truly yours,


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


                                      II-10



                                                                       EXHIBIT 6

                                                                  April 24, 2000


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 (the "Contracts") under the Securities Act of
1933. The prospectus included in Post-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


                                      II-11



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