PRUCO LIFE INS CO OF NEW JERSEY SINGLE PREMIUM VAR LIFE ACCT
485BPOS, 1998-04-27
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    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 27, 1998.
    
                                                        REGISTRATION NO. 2-99537
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                    FORM S-6

   
                         POST-EFFECTIVE AMENDMENT NO. 23
    

                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
                                 SINGLE PREMIUM
                              VARIABLE LIFE ACCOUNT
                              (Exact Name of Trust)


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

   
                              213 WASHINGTON STREET
                          NEWARK, NEW JERSEY 07102-2992
                                 (888) PRU-2888
          (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)


   
                                   Copies to:

CHRISTOPHER E. PALMER                LEE  D. AUGSBURGER
SHEA & GARDNER                       ASSISTANT GENERAL COUNSEL
1800 MASSACHUSETTS AVENUE, N.W.      THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
WASHINGTON, D.C. 20036               751 BROAD STREET 
                                     NEWARK, NEW JERSEY 07102-3777
    
                                   ----------

Flexible Premium Variable Life Insurance Contracts.

       

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, 1998 pursuant to paragraph (b) of Rule 485
             -----------
               (date)
    
     [ ]  60 days after filing pursuant to paragraph (a) of Rule 485 

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

================================================================================



<PAGE>


                            CROSS REFERENCE SHEET

                        (AS REQUIRED BY FORM N-8B-2)

                                   ----------

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

         1.           Cover Page
                   
         2.           Cover Page
                   
         3.           Not Applicable
                   
         4.           Sale of the Contract and Sales Commissions
                   
         5.           Pruco Life of New Jersey Single Premium Variable 
                      Life Account
                   
         6.           Pruco Life of New Jersey Single Premium Variable 
                      Life Account
                   
         7.           Not Applicable
                   
         8.           Not Applicable
                   
         9.           Litigation
                   
        10.           Brief Description of the Contract; Short-Term Cancellation
                      Right or "Free Look"; Pruco Life of New Jersey Single 
                      Premium Variable Life Account; Transfers; Surrenders; 
                      Loans; Amount of Life Insurance; Lapse and Reinstatement; 
                      When Proceeds are Paid; Voting Rights; Substitution of 
                      Series Fund Shares
                   
        11.           Brief Description of the Contract; Pruco Life of New
                      Jersey Single Premium Variable Life Account; Amount of 
                      Life Insurance
                   
        12.           Not Applicable
                   
        13.           Brief Description of the Contract; Charges;
                      Allocation of the Premium Payment; Additional Premium
                      Payments; Sale of the Contract and Sales Commissions

        14.           Brief Description of the Contract; Short-Term
                      Cancellation Right or "Free Look"; Requirements for
                      Issuance of a Contract
                   
        15.           Brief Description of the Contract; Allocation of the 
                      Premium Payment; Additional Premium Payments
                   
        16.           Cover Page; Brief Description of the Contract; General 
                      Information About Pruco Life Insurance Company of New
                      Jersey, Pruco Life of New Jersey Single Premium Variable 
                      Life Account, and The Variable Investment Options 
                      Available Under the Contract
                   
        17.           Transfers; Surrenders; When Proceeds are Paid
                   
        18.           Brief Description of the Contract; Pruco Life of New 
                      Jersey Single Premium Variable Life Account; Amount of 
                      Life Insurance
                   
        19.           Reports to Contract Owners
                   
        20.           Not Applicable
                   
        21.           Loans
                   
        22.           Not Applicable
                   
        23.           Not Applicable
                   
        24.           Other General Contract Provisions
                   
        25.           Pruco Life Insurance Company of New Jersey
                   
                   

<PAGE>


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

        26.           Charges
                   
        27.           Pruco Life Insurance Company of New Jersey; The
                      Prudential Series Fund, Inc.
                   
        28.           Pruco Life Insurance Company of New Jersey; Directors 
                      and Officers
                   
        29.           Pruco Life Insurance Company of New Jersey
                   
        30.           Not Applicable
                   
        31.           Not Applicable
                   
        32.           Not Applicable
                   
        33.           Not Applicable
                   
        34.           Not Applicable
                   
        35.           Pruco Life Insurance Company of New Jersey
                   
        36.           Not Applicable
                   
        37.           Not Applicable
                   
        38.           Sale of the Contract and Sales Commissions
                   
        39.           Sale of the Contract and Sales Commissions
                   
        40.           Not Applicable
                   
        41.           Sale of the Contract and Sales Commissions
                   
        42.           Not Applicable
                   
        43.           Not Applicable
                   
        44.           Brief Description of the Contract; The Prudential Series
                      Fund, Inc.; Charges; Pruco Life of New Jersey Single
                      Premium Variable Life Account; Amount of Life Insurance;
                      Additional Premium Payments
                   
        45.           Not Applicable
                   
        46.           Brief Description of the Contract; Pruco Life of
                      New Jersey Single Premium Variable Life Account; The 
                      Prudential Series Fund, Inc.
                   
        47.           Pruco Life of New Jersey Single Premium Variable 
                      Life Account
                   
        48.           Not Applicable
                   
        49.           Not Applicable
                   
        50.           Not Applicable
                   
        51.           Not Applicable
                   
        52.           Substitution of Series Fund Shares
                   
        53.           Federal Tax Status
                   
        54.           Not Applicable
                   
        55.           Not Applicable
                   
        56.           Not Applicable
                   
        57.           Not Applicable
                   
        58.           Not Applicable
                   
        59.           Financial Statements; Financial Statements of Pruco Life 
                      of New Jersey Single Premium Variable Life Account; 
                      Financial Statements of Pruco Life Insurance Company of 
                      New Jersey



<PAGE>




                                   PART I

                     INFORMATION REQUIRED IN PROSPECTUS







<PAGE>


                                                                [logo] DISCOVERY
                                                                          LIFE
                                                                          PLUS

PROSPECTUS

   
MAY 1, 1998
    

PRUCO LIFE INSURANCE COMPANY
OF NEW JERSEY
SINGLE PREMIUM VARIABLE LIFE ACCOUNT
VARIABLE LIFE INSURANCE CONTRACTS

This prospectus describes the DISCOVERY(R) Life Plus Contract*, a variable life
insurance contract (the "Contract") issued by Pruco Life Insurance Company of
New Jersey ("Pruco Life of New Jersey"), a stock life insurance company that is
an indirect wholly-owned subsidiary of The Prudential Insurance Company of
America ("Prudential"). The Contract requires payment of a premium of at least
$10,000 upon issuance.

The Contract provides lifetime insurance coverage, as long as the Contract is
not surrendered or in default beyond its days of grace, and also provides a cash
surrender value if the Contract is surrendered during the insured's lifetime.
The death benefit will be the face amount of insurance stated in the Contract or
under certain circumstances a higher amount. The cash surrender value of the
Contract varies daily to reflect investment performance, and the imposition of
charges. There is no guaranteed minimum cash surrender value, and if investment
performance is sufficiently poor for a sufficiently long time, the cash
surrender value could decline to zero.

   
Following a deduction for applicable premium taxes, the premium payment will be
allocated as the owner directs in one or more of the following ways. It may be
allocated to one or more of the subaccounts of the Pruco Life of New Jersey
Single Premium Variable Life Account (the "Account"), to a FIXED-RATE OPTION or
to a real estate investment option funded by another separate account of Pruco
Life of New Jersey. The assets of each subaccount will be invested in a
corresponding portfolio of The Prudential Series Fund, Inc. (the "Series Fund").
The attached prospectus for the Series Fund and the Series Fund's statement of
additional information describe the investment objectives of and risks of
investing in the fifteen portfolios of the Series Fund currently available to
Contract owners: the MONEY MARKET PORTFOLIO, the DIVERSIFIED BOND PORTFOLIO, the
GOVERNMENT INCOME PORTFOLIO, two ZERO COUPON BOND PORTFOLIOS with different
liquidation dates--2000 and 2005, the CONSERVATIVE BALANCED PORTFOLIO, the
FLEXIBLE MANAGED PORTFOLIO, the HIGH YIELD BOND PORTFOLIO, the STOCK INDEX
PORTFOLIO, the EQUITY INCOME PORTFOLIO, the EQUITY PORTFOLIO, the PRUDENTIAL
JENNISON PORTFOLIO, the SMALL CAPITALIZATION STOCK PORTFOLIO, the GLOBAL
PORTFOLIO, and the NATURAL RESOURCES PORTFOLIO. Interest is credited daily upon
any portion of the premium payment allocated to the fixed-rate option at a rate
periodically declared by Pruco Life of New Jersey in its sole discretion.
Selection of the real estate investment option involves allocation of part or
all of the premium payment to the Pruco Life of New Jersey Variable Contract
Real Property Account (the "REAL PROPERTY ACCOUNT"), a separate account of Pruco
Life of New Jersey that, through a partnership, invests primarily in
income-producing real property. The Real Property Account is described in a
prospectus that is attached to this one. This prospectus describes the Contract
generally and the Pruco Life of New Jersey Single Premium Variable Life Account.
    

The Contract is a Modified Endowment Contract under federal tax law. Any policy
loan, surrender or other pre-death distribution may result in adverse tax
consequences, and, if the insured is less than age 59 1/2, a 10% tax penalty.

                                   ----------

THE REPLACEMENT OF LIFE INSURANCE IS GENERALLY NOT IN THE INTEREST OF THE
CUSTOMER. IN MOST CASES, WHEN A CUSTOMER REQUIRES ADDITIONAL COVERAGE,
SUPPLEMENTING THE EXISTING POLICY BY PURCHASING ADDITIONAL INSURANCE OR A NEW
POLICY SHOULD BE REQUESTED, THEREBY PROTECTING THE BENEFITS OF THE ORIGINAL
POLICY. IF YOU ARE CONSIDERING REPLACING A POLICY, YOU SHOULD COMPARE THE
BENEFITS AND COSTS OF SUPPLEMENTING YOUR EXISTING POLICY WITH THE BENEFITS AND
COSTS OF PURCHASING THE CONTRACT DESCRIBED IN THIS PROSPECTUS AND YOU SHOULD
CONSULT WITH A QUALIFIED TAX ADVISOR.

                                   ----------

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

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

   
PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY     PRUDENTIAL ANNUITY SERVICE CENTER
          213 Washington Street                         P.O. Box 14205
      Newark, New Jersey 07102-2992               New Brunswick, NJ 08906-4205
        Telephone: (888) PRU-2888                   Telephone: (888) PRU-2888
    

*DISCOVERY is a registered mark of Prudential.
   
SPVL-2 Ed 5-98
    
Catalog No. 640168Y



<PAGE>


   
                               PROSPECTUS CONTENTS

                                                                            PAGE
                                                                            ----
DEFINITIONS OF SPECIAL TERMS USED IN THIS PROSPECTUS ......................    1

BRIEF DESCRIPTION OF THE CONTRACT .........................................    2

GENERAL INFORMATION ABOUT PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY,
  PRUCO LIFE OF NEW JERSEY SINGLE PREMIUM VARIABLE LIFE ACCOUNT, AND
  THE VARIABLE INVESTMENT OPTIONS AVAILABLE UNDER THE CONTRACT ............    5
    PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY ............................    5
    PRUCO LIFE OF NEW JERSEY SINGLE PREMIUM VARIABLE LIFE ACCOUNT .........    5
    THE PRUDENTIAL SERIES FUND, INC .......................................    6
    PRUCO LIFE OF NEW JERSEY VARIABLE CONTRACT REAL PROPERTY ACCOUNT ......    6

DETAILED INFORMATION FOR PROSPECTIVE CONTRACT OWNERS ......................    7
    REQUIREMENTS FOR ISSUANCE OF A CONTRACT ...............................    7
    SHORT-TERM CANCELLATION RIGHT OR "FREE LOOK" ..........................    7
    ALLOCATION OF THE PREMIUM PAYMENT .....................................    7
    TRANSFERS .............................................................    7
    SURRENDERS ............................................................    8
    LOANS .................................................................    8
    CHARGES ...............................................................    9
    AMOUNT OF LIFE INSURANCE ..............................................   11
    LAPSE AND REINSTATEMENT ...............................................   13
    ADDITIONAL PREMIUM PAYMENTS ...........................................   13
    LIVING NEEDS BENEFIT ..................................................   13
    ILLUSTRATIONS OF CASH SURRENDER VALUES, DEATH BENEFITS, AND
      ACCUMULATED PREMIUMS ................................................   14
    WHEN PROCEEDS ARE PAID ................................................   15
    REPORTS TO CONTRACT OWNERS ............................................   15
    TAX TREATMENT OF CONTRACT BENEFITS ....................................   15
    THE FIXED-RATE OPTION .................................................   16
    VOTING RIGHTS .........................................................   17
    SALE OF THE CONTRACT AND SALES COMMISSIONS ............................   17
    SUBSTITUTION OF SERIES FUND SHARES ....................................   18
    LEGAL CONSIDERATIONS RELATING TO SEX-DISTINCT PREMIUMS AND BENEFITS ...   18
    OTHER GENERAL CONTRACT PROVISIONS .....................................   18
    STATE REGULATION ......................................................   18
    ADDITIONAL INFORMATION ................................................   19
    EXPERTS ...............................................................   19
    LITIGATION ............................................................   19
    YEAR 2000 COMPLIANCE ..................................................   19
    FINANCIAL STATEMENTS ..................................................   20

DIRECTORS AND OFFICERS ....................................................   21

FINANCIAL STATEMENTS OF PRUCO LIFE OF NEW JERSEY SINGLE PREMIUM
    VARIABLE LIFE ACCOUNT .................................................   A1

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

    

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


<PAGE>


              DEFINITIONS OF SPECIAL TERMS USED IN THIS PROSPECTUS


AMOUNT CREDITED UNDER THE CONTRACT--See Contract fund below.

CASH SURRENDER VALUE--The amount payable to the Contract owner upon surrender of
the Contract, equal to the Contract fund minus any applicable contingent
deferred sales charge and any Contract debt.

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

CONTRACT DATE--The date Pruco Life of New Jersey received the initial premium
payment and certain required documentation.

   
CONTRACT FUND--The total value attributable to a specific Contract, representing
amounts in all the subaccounts, amounts allocated to the fixed-rate option,
amounts invested in the Real Property Account, and the principal amount and any
accrued interest credited with respect to any Contract loan. At times throughout
this prospectus, when an alternative identification may be desirable for
complete clarity or to further describe the role of the Contract fund, we refer
to the Contract fund as "the amount credited under the Contract". The term
should not be confused with The Prudential Series Fund, Inc. defined below.
    

CONTRACT OWNER--The person who purchases a DISCOVERY Life Plus Contract and pays
the premium.

CONTRACT YEAR--A year that starts on the Contract date or on a Contract
anniversary.

DISCOVERY LIFE--A fixed life insurance contract issued by Pruco Life of New
Jersey that is similar to DISCOVERY Life Plus except that the owner may not
invest the Contract fund in variable investment options.

FACE AMOUNT--The initial amount of life insurance as shown on the cover page of
the Contract.

FIXED-RATE OPTION--An investment option under which Pruco Life of New Jersey
guarantees that interest will be added to the amount allocated at a rate
declared periodically in advance.

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

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

PRUCO LIFE OF NEW JERSEY VARIABLE CONTRACT REAL PROPERTY ACCOUNT (THE "REAL
PROPERTY ACCOUNT")--A separate account of Pruco Life of New Jersey which,
through a partnership, invests primarily in income-producing real property.

SUBACCOUNT--A division of the Account, the assets of which are invested in
shares of the corresponding portfolio of the Series Fund.

TARGET LOAN AMOUNT--The amount, equal to 10% of the initial premium for each
completed Contract year, that may be borrowed as a first loan in any year at the
most favorable net cost to the Contract owner.

THE PRUDENTIAL SERIES FUND, INC. (THE "SERIES FUND")--A mutual fund with
separate portfolios, one or more of which may be chosen as an underlying
investment for the Contract.

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

VARIABLE INVESTMENT OPTIONS--The subaccounts and the Real Property Account.


                                       1



<PAGE>


                        BRIEF DESCRIPTION OF THE CONTRACT

The DISCOVERY Life Plus Contract (the "Contract") provides a way to invest in
one or more securities portfolios with different investment objectives, while at
the same time providing lifetime insurance protection. The Discovery Life Plus
Contract is a variable whole life insurance contract. It is called a "variable"
contract because the value of the Contract depends upon the investment results
of the investment option[s] selected. Under current law, no tax is payable upon
any increase in the value of the Contract until amounts are distributed under
the Contract. The owner may surrender the Contract in full and in that way
withdraw the full cash surrender value of the Contract. Neither partial
surrenders nor Contract splits are permitted. The Contract owner may, however,
borrow against the value of the Contract. See LOANS, page 8.

Because the Contract is a Modified Endowment Contract under federal tax law,
loans and other distributions made during the insured's lifetime are includible
in gross income on an income-first basis. A 10% penalty tax may be imposed on
income distributed before the insured attains age 59 1/2. See TAX TREATMENT OF
CONTRACT BENEFITS, page 15.

   
The Contract is purchased by making an initial premium payment. Generally, the
minimum initial payment is $10,000. For insureds aged 76 through 85, the minimum
initial payment is $50,000. Pruco Life Insurance Company of New Jersey ("Pruco
Life of New Jersey") deducts the amount needed to pay state and/or local premium
taxes attributable to the Contract and allocates the remainder to the variable
investment option[s] selected by the owner and/or to the fixed-rate option. The
assets of each subaccount are invested in a corresponding portfolio of The
Prudential Series Fund, Inc. (the "Series Fund"), a series mutual fund for which
The Prudential Insurance Company of America ("Prudential") is the investment
advisor. The Series Fund currently has fifteen portfolios available for
investment by Contract owners. The MONEY MARKET PORTFOLIO is invested in
short-term debt obligations similar to those purchased by money market funds;
the DIVERSIFIED BOND PORTFOLIO is invested primarily in high quality medium-term
corporate and government debt securities; the GOVERNMENT INCOME PORTFOLIO is
invested primarily in U.S. Government securities including intermediate and
long-term U.S. Treasury securities and debt obligations issued by agencies of or
instrumentalities established, sponsored or guaranteed by the U.S. Government;
the ZERO COUPON BOND PORTFOLIOS 2000 and 2005 are invested primarily in debt
obligations of the United States Treasury and investment grade corporations that
have been issued without interest coupons or stripped of their unmatured
interest coupons, interest coupons that have been stripped from such debt
obligations, and receipts and certificates for such stripped debt obligations
and stripped coupons; the CONSERVATIVE BALANCED PORTFOLIO is invested in a mix
of money market instruments, fixed income securities, and common stocks, in
proportions believed by the investment manager to be appropriate for an investor
who desires diversification of investment and who prefers a relatively lower
risk of loss and a correspondingly reduced chance of high appreciation; the
FLEXIBLE MANAGED PORTFOLIO is invested in a mix of money market instruments,
fixed income securities, and common stocks, in proportions believed by the
investment manager to be appropriate for an investor who desires diversification
of investment and who is willing to accept a relatively high level of loss in an
effort to achieve greater appreciation; the HIGH YIELD BOND PORTFOLIO is
invested primarily in high yield fixed-income securities of medium to lower
quality, also known as high risk bonds; the STOCK INDEX PORTFOLIO is invested in
common stocks selected to duplicate the price and yield performance of the
Standard & Poor's 500 Composite Stock Price Index; the EQUITY INCOME PORTFOLIO
is invested primarily in common stocks and convertible securities that provide
favorable prospects for investment income returns above those of the Standard &
Poor's 500 Stock Index or the NYSE Composite Index; the EQUITY PORTFOLIO is
invested primarily in common stocks; the PRUDENTIAL JENNISON PORTFOLIO is
invested primarily in equity securities of established companies with
above-average growth prospects; the SMALL CAPITALIZATION STOCK PORTFOLIO is
invested primarily in equity securities of publicly-traded companies with small
market capitalization; the GLOBAL PORTFOLIO is invested primarily in common
stocks and common stock equivalents (such as convertible debt securities) of
foreign and domestic issuers; and the NATURAL RESOURCES PORTFOLIO is invested
primarily in common stocks and convertible securities of natural resource
companies, and in securities (typically debt securities or preferred stock) the
terms of which are related to the market value of a natural resource. Further
information about the Series Fund portfolios can be found under THE PRUDENTIAL
SERIES FUND, INC. on page 6.
    

The Contract owner may also invest a portion of the premium payment in The Pruco
Life of New Jersey Variable Contract Real Property Account (the "Real Property
Account"), which, through a partnership, invests primarily in income-producing
real property. If a Contract owner elects to invest in the real estate
investment option, the assets will be maintained in a subaccount of the Real
Property Account related to the Contract that provides the mechanism and
maintains the records whereby various Contract charges are made. The investment
objectives of the Real Property Account and the partnership are described
briefly under PRUCO LIFE OF NEW JERSEY VARIABLE CONTRACT REAL PROPERTY ACCOUNT
on page 6.


                                       2


<PAGE>


All of the premium payment may be allocated to one subaccount, to the fixed-rate
option funded by Pruco Life of New Jersey's general account or to the Real
Property Account. Alternatively, the premium payment may be divided among any of
the subaccounts, the fixed-rate option, and the Real Property Account.

The value of the Contract will vary to reflect the investment results of the
variable investment option[s] in which money is invested and the amount of
interest credited on amounts allocated to the fixed-rate option. The total
amount attributable to a Contract held in the variable investment options and
under the fixed-rate option, plus the principal amount of any Contract loan, is
referred to herein interchangeably as the "Contract fund" or "the amount
credited under the Contract".

The purchaser of a Contract decides what the amount of the initial premium will
be (so long as it is at least $10,000; $50,000 for issue ages 76 through 85) and
from this amount the initial amount of life insurance (i.e., the face amount) is
determined. Although the cash surrender value of the Contract (i.e., the
Contract fund minus any Contract debt and any applicable sales charge deducted
upon surrender) will begin to vary immediately to reflect the investment results
of any amount invested in the variable investment options, the amount of life
insurance will ordinarily not change for several years and may not change at
all. If investment results are sufficiently favorable, however, the amount of
insurance will eventually increase and thereafter will vary in amount reflecting
investment results and the application of factors that vary with the insured's
attained age. But it will never be less than the face amount. See AMOUNT OF LIFE
INSURANCE, page 11.

Pruco Life of New Jersey deducts certain charges from premium payments and from
the amounts held in the designated investment options. In addition, Pruco Life
of New Jersey makes certain additional charges if a Contract is surrendered
during the first 6 Contract years. All these charges, which are largely designed
to cover insurance costs and risks as well as sales and administrative expenses,
are fully described under CHARGES on page 9. In brief, and subject to that
fuller description, the following diagram outlines the charges which may be
made:


                                       3


<PAGE>



        ----------------------------------------------------------------
                                PREMIUM PAYMENT
        ----------------------------------------------------------------
                                       |
                                       |
                --------------------------------------------------
                 o Less charge for premium taxes. (Under certain
                   circumstances, this charge may be reduced or
                   eliminated, see item 1 under Charges, page 9).
                --------------------------------------------------
                                       |
                                       |
- --------------------------------------------------------------------------------
                             INVESTED PREMIUM AMOUNT

   o  To be invested in one or a combination of:
      o  One or more of the fifteen available portfolios of the Series Fund.
      o  The Real Property Account.
      o  The Fixed Rate Option.
- --------------------------------------------------------------------------------
                                       |
                                       |
- --------------------------------------------------------------------------------
                                  DAILY CHARGES

   o  A daily charge equivalent to an annual rate of up to 0.35% is deducted
      from the assets of each of the variable investment options for
      administrative expenses.
   o  A daily charge equivalent to an annual rate of up to 0.9% is deducted
      from the assets of each of the variable investment options for
      mortality and expense risks.
   o  Management fees and expenses are deducted from the assets of the
      Series Fund and the Real Property Account.
- --------------------------------------------------------------------------------
                                     |
                                     |
- --------------------------------------------------------------------------------
                               MONTHLY CHARGES

   o  A charge for insurance protection is deducted monthly. Generally, this
      charge is imposed in an amount equal to 0.05% of the Contract fund per
      month. However, if the Contract fund falls so low as to make a charge
      of 0.05% per month inadequate, the charge may be increased to the
      amount permitted by the 1980 Commissioners Standard Ordinary Mortality
      Table ("1980 CSO Table").
- --------------------------------------------------------------------------------
                                     |
                                     |
- --------------------------------------------------------------------------------
                           POSSIBLE ADDITIONAL CHARGES

   o  If the Contract is surrendered during the first 6 years, a contingent
      deferred sales charge is assessed; the maximum contingent deferred
      sales charge during the first year is 9% of the amount credited under
      the Contract. Thereafter, this charge decreases by one percent per
      year until, in the sixth Contract year, it is equal to 4% of the
      amount credited under the Contract. In the seventh and subsequent
      Contract years there is no charge. The sales charge will never be
      greater than 9% of the initial premium payment.
- --------------------------------------------------------------------------------

Because of the charges listed above, and in particular because of the
significant charges deducted upon early surrender, prospective purchasers should
purchase a Contract only if they intend and have the financial capability to
keep it in force for a substantial period.

Funds may be transferred among the subaccounts and to the fixed-rate option and
the Real Property Account up to four times each year. There are limitations on
transfers out of the fixed-rate option and into and out of the Real Property
Account. See TRANSFERS, page 7.

For a limited time, a Contract may be returned for a refund in accordance with
the terms of its "free-look" provision. See SHORT-TERM CANCELLATION RIGHT OR
"FREE LOOK", page 7.

This Brief Description of the Contract is intended to provide a broad overview
of the more significant features of the Contract. More detailed information will
be found in subsequent sections of this prospectus and in the Contract document.
That document, together with its attached application, constitutes the entire
agreement between the owner and Pruco Life of New Jersey and should be retained
by the owner.


                                       4


<PAGE>


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

PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY

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

   
Pruco Life of New Jersey is a wholly-owned subsidiary of Pruco Life Insurance
Company, which in turn is a wholly-owned subsidiary of 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 stock company.
This form of reorganization, known as demutualization, is a complex process that
may take two or more years to complete. No plan of demutualization has been
adopted yet by Prudential's Board of Directors. Adoption of a plan of
demutualization would occur only after enactment of appropriate legislation in
New Jersey and would have to be approved by Prudential's policyholders and
appropriate state insurance regulators. Throughout the process, there will be a
continuing evaluation by the Board of Directors and management of Prudential as
to the desirability of demutualization. The Board of Directors, in its
discretion, may choose not to demutualize or to delay demutualization for a
time.

Should Prudential convert to a stock company, the allocation of stock, cash or
other benefits to policyholders and Contract owners would be made in accordance
with procedures set forth in the plan of demutualization. In recent
demutualizations, policyholders and contract owners of the converting mutual
insurer have been eligible to receive consideration while policyholders and
contract owners of the insurer's stock subsidiaries have not. It has not yet
been determined whether any exceptions to that general approach will be made
with respect to policyholders and Contract owners of Prudential's subsidiaries,
including the Pruco Life insurance companies.

As of December 31, 1997, Prudential has invested over $127 million in Pruco Life
of New Jersey through its subsidiary Pruco Life Insurance Company in connection
with Pruco Life of New Jersey's organization and operation. Prudential intends
from time to time to make additional capital contributions to Pruco Life of New
Jersey as needed to enable it to meet its reserve requirements and expenses in
connection with its business. However, Prudential is under no obligation to make
such contributions and its assets do not back the benefits payable under the
Contract. Pruco Life of New Jersey's financial statements begin on page B-1 and
should be considered only as bearing upon Pruco Life of New Jersey's ability to
meet its obligations under the Contracts.
    

PRUCO LIFE OF NEW JERSEY SINGLE PREMIUM VARIABLE LIFE ACCOUNT

The Pruco Life of New Jersey Single Premium Variable Life Account (the
"Account") was established on April 15, 1985 under New Jersey law as a separate
investment account. The Account meets the definition of a "separate account"
under the federal securities laws. The Account holds assets that are segregated
from all of Pruco Life of New Jersey's other assets.

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

   
The Account is registered with the U.S. Securities and Exchange Commission
("SEC") under the Investment Company Act of 1940 ("1940 Act") as a unit
investment trust, which is a type of investment company. This does not involve
any supervision by the SEC of the management or investment policies or practices
of the Account. For state law purposes, the Account is treated as a part or
division of Pruco Life of New Jersey. There are currently fifteen subaccounts
within the Account, each of which invests in a single corresponding portfolio of
the Series Fund. Additional subaccounts may be added in the future. The
Account's financial statements begin on page A-1.
    

                                       5


<PAGE>


THE PRUDENTIAL SERIES FUND, INC.

The Prudential Series Fund, Inc. (the "Series Fund") is registered under the
1940 Act as an open-end diversified management investment company. Its shares
are currently sold only to separate accounts of Prudential and certain other
insurers that offer variable life insurance and variable annuity contracts. On
October 31, 1986, the Pruco Life Series Fund, Inc., an open-end, diversified
management investment company which sold its shares only to separate accounts of
Pruco Life of New Jersey and Pruco Life Insurance Company, was merged into the
Series Fund. Prior to that date, the Account invested only in shares of the
Pruco Life Series Fund, Inc. The Account will purchase and redeem shares from
the Series Fund at net asset value. Shares will be redeemed to the extent
necessary for Pruco Life of New Jersey to provide benefits under the Contract
and to transfer assets from one subaccount to another, as requested by Contract
owners. Any dividend or capital gain distribution received from a portfolio of
the Series Fund will be reinvested immediately at net asset value in shares of
that portfolio and retained as assets of the corresponding subaccount.

   
Prudential is the investment advisor for the assets of each of the portfolios of
the Series Fund. Prudential's principal business address is751 Broad Street,
Newark, New Jersey 07102-3777. Prudential has a Service Agreement with its
wholly-owned subsidiary The Prudential Investment Corporation ("PIC"), which
provides that, subject to Prudential's supervision, PIC will furnish investment
advisory services in connection with the management of the Series Fund. In
addition, Prudential has entered into a Subadvisory Agreement with its
wholly-owned subsidiary Jennison Associates Capital Corp. ("Jennison"), under
which Jennison furnishes investment advisory services in connection with the
management of the Prudential Jennison Portfolio. Further detail is provided in
the prospectus and statement of additional information for the Series Fund.
Prudential, PIC, and Jennison are registered as investment advisors under the
Investment Advisers Act of 1940.
    

As an investment advisor, Prudential charges the Series Fund a daily investment
management fee as compensation for its services. In addition to the investment
management fee, each portfolio incurs certain expenses such as accounting and
custodian fees. See EXPENSES INCURRED BY THE SERIES FUND, page 10.

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

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

PRUCO LIFE OF NEW JERSEY VARIABLE CONTRACT REAL PROPERTY ACCOUNT

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

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

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


                                       6


<PAGE>


              DETAILED INFORMATION FOR PROSPECTIVE CONTRACT OWNERS

REQUIREMENTS FOR ISSUANCE OF A CONTRACT

For insureds below the age of 76, the minimum initial premium payment is
$10,000. For insureds aged 76 through 85, the minimum initial premium payment is
$50,000. Before issuing any Contract, Pruco Life of New Jersey requires evidence
of insurability which may include a medical examination. The Contract will only
be issued on insureds who are classified as standard risks following Pruco Life
of New Jersey's regular underwriting process. Insurance protection will begin on
the date the initial payment and completed application are received. On the date
the initial payment is received in the Home Office specified in the Contract,
the amount credited under the Contract begins to vary to reflect the investment
results of the variable investment option[s] which have been chosen or the
interest rate declared for the fixed-rate option. If the application is not
approved, because the current underwriting requirements are not met, the premium
payment will promptly be returned. The Company reserves the right to change
these requirements on a non-discriminatory basis.

SHORT-TERM CANCELLATION RIGHT OR "FREE LOOK"

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

ALLOCATION OF THE PREMIUM PAYMENT

The Contract owner determines how the initial premium payment, after the
deduction for any applicable state and/or local premium taxes, will be allocated
among the subaccounts, the fixed-rate option, and the Real Property Account. The
owner may choose to allocate nothing to a particular subaccount or to the
fixed-rate option or the Real Property Account, but any allocation made must be
at least 10% and may not be a fractional percent.

   
Additionally, a feature called Dollar Cost Averaging is available to Contract
owners who make an allocation to the Money Market Subaccount. Under this
feature, automatic flat dollar amounts will be transferred monthly from the
Money Market Subaccount into other investment options available under the
Contract, excluding the fixed-rate option, but including the Real Property
Account. At issue, the minimum amount initially designated for transfer under
this feature must be the greater of $10,000 and 10% of the initial premium
payment. After issue, Pruco Life of New Jersey will accept an amount less than
$10,000 provided it brings the balance in any current Dollar Cost Averaging
account up to $10,000. Automatic monthly transfers must be at least 3% of the
amount initially allocated to the Dollar Cost Averaging account (that is, if
$10,000 is initially allocated, the minimum monthly transfer is $300), with a
minimum of $20 transferred into any one investment option. These amounts are
subject to change at Pruco Life of New Jersey's discretion. The minimum transfer
amount will only be recalculated upon an increase in the amount allocated to the
account.
    

Each automatic monthly transfer will take effect as of the end of the valuation
period on the Monthly Date, provided the New York Stock Exchange ("NYSE") is
open on that date. If the NYSE is not open on the Monthly Date, the transfer
will take effect as of the end of the valuation period on the next day that the
NYSE is open. If the Monthly Date does not occur in a particular month (e.g.,
February 30), the transfer will take effect as of the end of the valuation
period on the last day of the month that the NYSE is open. Automatic monthly
transfers will continue until the amount designated for Dollar Cost Averaging
has been transferred, or until the Contract owner gives notification of a change
in allocation or cancellation of the account. Currently, there is no charge for
using the Dollar Cost Averaging account.

TRANSFERS

The Contract owner may transfer the portion of the Contract fund allocated to
any of the subaccounts, the fixed-rate option or the Real Property Account
without charge and without any federal income tax liability. Transfers must be
in amounts of $300 or more or the total amount in the subaccounts, if less, and
must not cause the amount credited in any subaccount to be less than $300,
unless the entire amount in that subaccount is transferred. The Contract owner
may transfer amounts by proper written notice to the Home Office, or by
telephone, provided the Contract owner is enrolled to use the Telephone Transfer
System. A Contract owner will automatically be enrolled to use the Telephone
Transfer System unless the Contract is jointly owned or the Contract owner
elects not to have this 


                                       7


<PAGE>


privilege. Telephone transfers are not available if Pruco Life of New Jersey has
received proper notice that the Contract is assigned. See ASSIGNMENT, page 18.
Pruco Life of New Jersey has adopted procedures designed to ensure that requests
by telephone are genuine. Pruco Life of New Jersey will not be held liable for
following telephone instructions that it reasonably believes to be genuine.
Pruco Life of New Jersey cannot guarantee that owners will be able to get
through to complete a telephone transfer during peak periods such as periods of
drastic economic or market change.

Transfers among subaccounts will take effect as of the end of the valuation
period in which a proper transfer request is received at the Home Office. The
owner may make up to four transfers a year, either among the subaccounts or from
the subaccounts to the fixed-rate option or the Real Property Account.

In addition, the entire amount of the Contract fund in the subaccounts may be
transferred to the fixed-rate option at any time. A Contract owner who wishes to
convert his or her variable Contract to a fixed-benefit Contract must request a
complete transfer of funds to the fixed-rate option and should also change his
or her allocation instructions regarding any future premiums.

   
The Contract was not designed for professional market timing organizations or
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 Account and the Series Fund and will be discouraged. If
such a pattern were to be found, Pruco Life of New Jersey may be required to
modify the transfer procedures, including, but not limited to, not accepting
transfer requests of an agent acting under a power of attorney on behalf of more
than one owner. 
    

On the liquidation date of a Zero Coupon Bond Subaccount, all the shares held by
it in the corresponding portfolio of the Series Fund will be redeemed and the
proceeds of the redemption applicable to each Contract will be transferred to
the Money Market Subaccount unless the Contract owner directs that it be
transferred to another subaccount. A transfer that occurs upon the liquidation
date of a Zero Coupon Bond Subaccount will not be counted as one of the four
permissible transfers in a Contract year.

Transfers from the fixed-rate option to the subaccounts are currently permitted
once each Contract year and only during the 30-day period beginning on the
Contract anniversary. The maximum amount which may currently be transferred out
of the fixed-rate option each year is the greater of: (a) 25% of the amount in
the fixed-rate option and (b) $5,000. Such transfer requests received prior to
the Contract anniversary will be effected on the Contract anniversary. Transfer
requests received within the 30-day period beginning on the Contract anniversary
will be effected as of the end of the valuation period in which a proper
transfer request is received at the Home Office. These limits are subject to
change in the future. Transfers to and from the Real Property Account are
subject to restrictions described in a separate prospectus for that investment
option.


SURRENDERS

   
The Contract owner may surrender the Contract at any time for its full cash
surrender value (which takes into account the contingent deferred sales charge,
if any, and any Contract debt). Neither partial surrenders nor Contract splits
are permitted. To surrender a Contract, the owner must deliver or mail it,
together with a written request in a form that meets Pruco Life of New Jersey's
needs, to the Prudential Annuity Service Center (previously known as the Pruco
Life of New Jersey Home Office). The cash surrender value of the surrendered
Contract will be determined as of the end of the valuation period during which
such notice is received in the Annuity Service Center. See WHEN PROCEEDS ARE
PAID, page 15. Surrender of the Contract may have tax consequences. See TAX
TREATMENT OF CONTRACT BENEFITS, page 15.
    

LOANS

The Contract owner may borrow from Pruco Life of New Jersey up to the "loan
value" of the Contract using only the Contract as security for the loan.
Contractually, loans will be made only on or after the first Contract
anniversary. However, as an administrative practice, Pruco Life of New Jersey
allows loans to be made during the first Contract year. This practice may
change. The loan value of a Contract is 90% of an amount equal to its Contract
fund, reduced by any charges due upon surrender. However, Pruco Life of New
Jersey will, on a non-contractual basis, increase the loan value by permitting a
Contract owner to borrow up to 100% of the portion of the Contract fund
attributable to the fixed-rate option (or any portion of the Contract fund
attributable to a prior loan supported by the fixed-rate option), reduced by any
charges due upon surrender. Loans will be treated as distributions for tax
purposes. See TAX TREATMENT OF CONTRACT BENEFITS, page 15.

When a loan is taken, the amounts allocated to the subaccount[s], the fixed-rate
option or the Real Property Account will be reduced by the amount of any loan.
The reduction will generally be made in the same proportions as the value in
each subaccount, the fixed-rate option, and the Real Property Account bears to
the total value of the Contract. As explained below, however, the principal
amount of the loan continues to be part of the Contract owner's total Contract
fund.

Pruco Life of New Jersey will charge interest at the rate of 6% per year on any
outstanding loan and, if the interest is not paid on the Contract anniversary,
the amount of the interest will be added to the loan. Although the amount of 


                                       8


<PAGE>


the loan will be withdrawn from the variable investment options and the
fixed-rate option, Pruco Life of New Jersey will nevertheless credit the amount
withdrawn with interest daily at an effective annual rate of either 5.5% or 4%.
The loan plus the interest credited thereon to the Contract owner remain part of
the Contract fund. Determination of the applicable interest rate credited to the
Contract owner on the loan amount is made as follows. The loan amount is divided
into two parts, the "target loan amount" and the remainder. The target loan
amount for any Contract year is 10% of the initial premium for each Contract
year. Thus in the first year it is 10% of the premium payment, in the second
year 20% of the premium payment, and so on. Any borrowed amount that is part of
the target loan amount is credited with interest daily at an effective annual
rate of 5.5%. Amounts borrowed in excess of the target loan amount, and second
loans in any year, are credited daily with interest at an effective annual rate
of 4%. Thus the net cost of the loan to the Contract owner is about 0.5% per
year on the target loan amount and 2% per year on amounts in excess of the
target loan amount and on second loans in any year; however, since the amount
borrowed is not invested in the variable investment option[s] the cash surrender
value does not, to that extent, participate in either favorable or unfavorable
investment performance. Upon each Contract anniversary any outstanding loan up
to the new target loan amount will be credited interest at the 5.5% rate even if
some of that loan had been credited interest at 4% in the prior year.

Repayment of a loan does not restore the Contract fund or cash surrender value
to what it would have been had no loan been taken, since the loaned amount did
not reflect investment experience during the period the loan was outstanding.
This may also have an effect on the death benefit.

In addition, it should be recognized that a Contract loan will increase the
difference between the gross investment return in the underlying portfolio[s] of
the Series Fund and the net return in the selected subaccount[s]. This is
because the cost of insurance charge (see item 4 under CHARGES, below) is not
reduced by the making of a Contract loan while the amount in the subaccount[s]
from which such charges are deducted is reduced by the amount of the loan.

CHARGES

   
1. DEDUCTION FROM PREMIUM PAYMENTS. Upon purchase of this Contract, a premium
tax is generally payable. Based on the statutory rate, Pruco Life of New Jersey
will deduct the maximum amount of premium taxes applicable to the particular
Contract from the initial premium payment. These statutory rates vary by state
and local jurisdiction. The most common level of premium taxes is 2% of the
premium. The tax rates in those jurisdictions that impose a tax generally range
from 0.75% to 5% (but in some instances may exceed 5%). The amount charged by
Pruco Life of New Jersey may be more than it actually pays. The amount remaining
after the deduction of premium taxes will be allocated to the investment
option[s] as the owner directs. However, if (a) the sum of the initial premiums
under the Contract and all other DISCOVERY Life Plus and DISCOVERY Life
Contracts issued on the same insured equal $50,000 or more, or (b) Contracts are
purchased on all children of a parent or all grandchildren of a grandparent,
each Contract has an initial premium of $25,000 or more and the total initial
premiums add up to $50,000 or more, Pruco Life of New Jersey will deduct for
initial and additional premium taxes only the portion of the applicable state
premium taxes which is in excess of 4% of the premium, and any applicable local
premium taxes. If total premiums under the Contract and all other DISCOVERY Life
Plus and DISCOVERY Life Contracts issued on the same insured equal or exceed
$50,000, any premium taxes previously deducted will be used to increase the
Contract fund on the most recent Contract. Thus, in many cases, if a Contract is
purchased with an initial premium of $50,000 or more, there will be no deduction
from the payment and the entire amount will be invested as the owner directs.
During 1997, 1996 and 1995, Pruco Life of New Jersey received no money in
charges for payment of state premium taxes.

2. SALES CHARGES ON SURRENDERS. A contingent deferred sales charge may be
imposed upon surrender of this Contract. This charge compensates Pruco Life of
New Jersey for paying all of the expenses of selling and distributing the
Contracts, including sales commissions, printing of prospectuses, preparation of
sales literature, and other promotional activities. As stated earlier, on page
3, no sales charge will be made if the Contract is surrendered after the sixth
Contract year. If the Contract is surrendered in the first year, the charge will
be 9% of the amount credited under the Contract. For each year after the first
that the Contract is in effect, the contingent deferred sales charge as a
percentage of the Contract fund is reduced by 1% until it reaches 4% in year 6.
However, in no event will the sales charge be greater than 9% of the initial
premium payment. If there is an outstanding loan, the amount of any deferred
sales charge will be computed as if the loan had been repaid immediately before
the surrender. No deferred sales charge is applicable to the death benefit, no
matter when that may become payable. During 1997, 1996, and 1995, Pruco Life of
New Jersey received a total of $4,638, $2,163, and $556, respectively, in sales
charges on surrenders of the Contracts.

3. ADMINISTRATIVE CHARGE. There is a charge imposed to reimburse Pruco Life of
New Jersey for the expenses it incurs in administering the Contracts, which
includes such things as underwriting the Contract, conducting any medical
examinations, establishing and maintaining records, and providing reports to
Contract owners. This charge will be assessed by deducting, from the assets of
each of the variable investment options, a percentage of those assets equivalent
to an effective annual rate of up to 0.35% (.00095723%, daily). During
1997, 1996, and 1995, 
    


                                       9


<PAGE>


   
Pruco Life of New Jersey received a total of approximately $166,677, $157,141,
and $149,296, respectively, in annual administrative charges under the
Contracts. This administrative charge is guaranteed never to be increased above
an effective annual rate of 0.35% over the life of the Contracts.
    

4. CHARGE FOR INSURANCE PROTECTION. Immediately after the Contract is issued the
amount of insurance payable upon death of the insured (the face amount) will be
substantially higher than the initial premium payment. As the insured grows
older, and if investment results (or interest credited) have been reasonably
favorable, the difference between the Contract fund and the amount payable to
the beneficiary in the event of the insured's death will become smaller. But the
death benefit will always be higher than the Contract fund. To enable Pruco Life
of New Jersey to pay this additional amount, it makes a monthly charge
commencing on the Contract date, the date the Contract is issued. The National
Association of Insurance Commissioners publishes mortality tables from which it
can be determined what an appropriate monthly charge for this purpose should be,
depending upon the insured's age and sex (except where unisex rates apply). One
set of such tables is known as the 1980 CSO Table. Although Pruco Life of New
Jersey has the contractual right to charge maximum cost of insurance rates,
based on the 1980 CSO Table, the actual cost of insurance charge will generally
be lower than that specified by the 1980 CSO Table. Except as explained in the
next paragraph, the charge will be imposed on each of the Contract's Monthly
dates (i.e., the Contract date and the same day of each succeeding month) in an
amount equal to 0.05% per month of the Contract fund on such dates. The sum of
12 monthly mortality charges is likely to be between 0.6% and 0.65% per Contract
year of the Contract fund. The exact percentage is uncertain because the
Contract fund varies in amount daily. If the Contract fund remains level
throughout the entire Contract year, the sum of the charges would be 0.6% of the
Contract fund. If the Contract fund declined uniformly throughout the year, the
sum would be less than 0.6%. If the Contract fund increased uniformly throughout
the year, the sum would be greater than 0.6%. (For example, at a 12% gross rate
of return, the sum of the monthly charges would be approximately 0.65%.)

   
The monthly insurance charge generally will be assessed at a rate of 0.05% per
month of the Contract fund, unless as a result of very unfavorable investment
experience, the Contract fund falls so low as to make a monthly charge based
upon a rate of 0.05% per month inadequate. In that event, the charge may be
increased to the amount permitted by the 1980 CSO Table. This higher charge
would generally be assessed only when the Contract fund is at least 40% lower
than that which would exist were a net rate of 6% earned in the applicable
variable investment option[s] and maximum mortality charges based on the 1980
CSO Table deducted. In practice, this will require that the return average
somewhat less than 6% for several years or that a substantial depreciation in
the Contract fund occur in a particular year. For example, for a male who buys a
Contract at age 35, investment results could average a net return of 2.22% per
year for about 19 years before Pruco Life of New Jersey will make a higher cost
of insurance charge. As another example, for a male who buys a Contract at age
40 and experiences an average net return of 6% per year for 8 years, it would
take a loss of about 43% in the ninth year (which could occur if there was a
substantial market drop) in order to bring about an increase in the insurance
charge.

5. CHARGES FOR ASSUMING MORTALITY AND EXPENSE RISKS. Pruco Life of New Jersey
makes a charge for assuming the risk that its estimates of longevity and of the
expenses it expects to incur, over the lengthy periods that this Contract may be
in effect--estimates that are the basis for the level of the other charges it
makes under the Contracts--will turn out to be incorrect. The mortality and
expense risk charge will be made by deducting daily, from the assets of each of
the subaccounts and/or the Real Property Account, a percentage of those assets
equivalent to an effective annual rate of up to 0.9% (.00245475%, daily). During
1997, 1996, and 1995, Pruco Life of New Jersey received a total of approximately
$427,432, $402,978, and $382,860, respectively, in mortality and expense risk
charges under the Contracts.

6. EXPENSES INCURRED BY THE SERIES FUND. Subject to certain caps and offsets,
the charges and expenses of the Series Fund are indirectly borne by the Contract
owners. Investment management fees for the available Series Fund portfolios are
briefly described under THE PRUDENTIAL SERIES FUND, INC. on page 6. Further
detail about management fees and other Series Fund expenses is provided in the
attached prospectus for the Series Fund and its statement of additional
information. Higher charges and expenses are incurred if the Real Property
Account is selected, as described in the attached prospectus for the Real
Property Account.
    

The Account purchases shares of the Series Fund at net asset value. The net
asset value of those shares reflects investment management fees and expenses
already deducted from the assets of the Series Fund. More detailed information
is contained in the attached prospectus for the Series Fund.

   
The total expenses of each portfolio for the year 1997 expressed as a percentage
of the average assets during the year are shown below:
    

                                       10


<PAGE>


   
<TABLE>
<CAPTION>

- -------------------------------------------------------------------------------------------
                                       |  INVESTMENT  |  OTHER EXPENSES  |  TOTAL EXPENSES
                                       |   ADVISORY   |  (AFTER EXPENSE  |  (AFTER EXPENSE
                 PORTFOLIO             |      FEE     |  REIMBURSEMENT)* |  REIMBURSEMENT)*
- ---------------------------------------|--------------|------------------|-----------------
<S>                                          <C>                 <C>            <C>   
MONEY MARKET PORTFOLIO                 |     0.40%    |          0%*     |      0.40%*
DIVERSIFIED BOND PORTFOLIO             |     0.40%    |          0%*     |      0.40%*
GOVERNMENT INCOME PORTFOLIO            |     0.40%    |       0.04%      |      0.44%
ZERO COUPON BOND PORTFOLIO 2000        |     0.40%    |          0%*     |      0.40%*
ZERO COUPON BOND PORTFOLIO 2005        |     0.40%    |          0%      |      0.40%*
CONSERVATIVE BALANCED PORTFOLIO        |     0.55%    |          0%*     |      0.40%*
FLEXIBLE MANAGED PORTFOLIO             |     0.60%    |          0%*     |      0.40%*
HIGH YIELD BOND PORTFOLIO              |     0.55%    |       0.02%      |      0.57%
STOCK INDEX PORTFOLIO                  |     0.35%    |       0.02%      |      0.37%
EQUITY INCOME PORTFOLIO                |     0.40%    |       0.01%      |      0.41%
EQUITY PORTFOLIO                       |     0.45%    |          0%*     |      0.40%*
PRUDENTIAL JENNISON PORTFOLIO          |     0.60%    |       0.04%      |      0.64%
SMALL CAPITALIZATION STOCK PORTFOLIO   |     0.40%    |       0.10%      |      0.50%
GLOBAL PORTFOLIO                       |     0.75%    |       0.10%      |      0.85%
NATURAL RESOURCES PORTFOLIO            |     0.45%    |       0.09%      |      0.54%
- -------------------------------------------------------------------------------------------

</TABLE>

* Some investment management fees and expenses charged to the Series Fund may
  be higher than those that were previously charged to the Pruco Life Series
  Fund, Inc., in which the Account previously invested. For the Money Market,
  Diversified Bond, Zero Coupon Bond Portfolio 2000, Zero Coupon Bond Portfolio
  2005, Conservative Balanced, Flexible Managed, and Equity Portfolios, Pruco
  Life will make daily adjustments that will offset the effect on Contract
  owners of any higher investment management fees and expenses charged against
  the Series Fund. Pruco Life also makes, on a non-guaranteed basis, daily
  adjustments to ensure that the portfolio expenses indirectly borne by a
  Contract owner investing in the Zero Coupon Bond Portfolio 2005 will not
  exceed the investment management fee.

Without such adjustments the portfolio expenses indirectly borne by a Contract
owner, expressed as a percentage of the average daily net assets by portfolio,
would have been 0.43% for the Money Market Portfolio, 0.43% for the Diversified
Bond Portfolio, 0.66% for the Zero Coupon Bond Portfolio 2000, 0.74% for the
Zero Coupon Bond Portfolio 2005, 0.56% for the Conservative Balanced Portfolio,
0.62% for the Flexible Managed Portfolio, and 0.46% for the Equity Portfolio in
1997. Pruco Life does not intend to discontinue the adjustments for the Zero
Coupon Bond Portfolio 2005 in the future, although it retains the right to do
so. No such offset will be made with respect to the remaining portfolios.
    

7. TOTAL CHARGES AND CONTRACT VALUES. As may be seen from the foregoing
description, the amount credited under the Contract at the outset of the
Contract will be less than the initial premium payment by the amount of the
premium tax payable, unless the initial premium payment satisfies Pruco Life of
New Jersey's standards for elimination or reduction of the premium tax charge as
explained in item 1 above. Thereafter, assuming a total Series Fund expense
ratio of 0.51% (taking into account any applicable offsets described under THE
PRUDENTIAL SERIES FUND, INC. on page 6), a cost of insurance charge of 0.05% per
month and no Contract debt, the amount credited under the Contract will vary at
a rate that is approximately 2.41% to 2.36% lower than the gross investment
return of the underlying portfolio of the Series Fund in which the assets held
under the Contract are invested.

8. TAXES ON PRUCO LIFE OF NEW JERSEY. The Account 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 of New Jersey. No charge is currently being made
against the Account for company federal income taxes (excluding any charge for
taxes attributable to premiums). Pruco Life of New Jersey will review the
question of a charge to the Account for company federal income taxes
periodically. Such a charge may be made in future years for any company federal
income taxes that would be attributable to the Account.

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

AMOUNT OF LIFE INSURANCE

As stated earlier, when the Contract is issued Pruco Life of New Jersey will
determine what the initial amount of life insurance will be for the initial
premium payment. That amount will be shown on the cover page of the Contract and
is called the "face amount". The face amount will be calculated by Pruco Life of
New Jersey as the amount of whole 


                                       11


<PAGE>


life insurance that can be provided for the insured by the initial premium,
after the deduction of any applicable state and local premium taxes. This
calculation is based on the 1980 CSO Table and an interest rate of at least 6%.
The amount payable to the beneficiary upon the insured's death will never be
less than the face amount as long as the Contract remains in force, except that
it will be reduced by the amount of any outstanding loan plus interest. But the
Contract's death benefit may be higher than the face amount, depending upon the
length of time the Contract is in force and the Contract's investment results.

1. SOME TYPICAL FACE AMOUNTS. The following table shows for insureds of various
ages what the face amount of insurance will be for an initial premium payment of
$10,000 or $50,000. The table assumes that at issuance the fixed-rate option is
not being credited more than 6% (if a higher rate is being credited under the
fixed-rate option, the face amount will be slightly higher) and, for the $10,000
premium payment, assumes a total state and local premium tax rate of 2%.

- --------------------------------------------------------------------------------
 AGE OF     |          FACE AMOUNT         |            FACE AMOUNT
INSURED     |          FOR $10,000         |            FOR $50,000
 ON THE     |            PREMIUM           |              PREMIUM  
CONTRACT    |------------------------------|------------------------------------
  DATE      |     MALE      |    FEMALE    |       MALE      |      FEMALE
- ------------|---------------|--------------|-----------------|------------------
    5       |    $231,211   |   $298,154   |    $1,179,644   |    $1,521,193
   15       |    $151,173   |   $198,359   |    $  771,290   |    $1,012,032
   25       |    $104,157   |   $129,799   |    $  531,412   |    $  662,236
   35       |    $ 66,654   |   $ 82,561   |    $  340,069   |    $  421,229
   45       |    $ 42,601   |   $ 52,980   |    $  217,353   |    $  270,304
   55       |    $ 28,260   |   $ 35,032   |    $  144,183   |    $  178,734
   65       |    $ 19,832   |   $ 23,624   |    $  101,180   |    $  120,529
   75       |    $ 14,982   |   $ 16,631   |    $   76,439   |    $   84,850
- -------------------------------------------------------------------------------

In some states the figures in the above table for males will apply to both males
and females. The table does not apply to certain Contracts issued to employers
and employee organizations based on unisex rates. See LEGAL CONSIDERATIONS
RELATING TO SEX-DISTINCT PREMIUMS AND BENEFITS, page 18.

2. INCREASE IN DEATH BENEFIT DUE TO FAVORABLE INVESTMENT EXPERIENCE. It is
likely that the amount of insurance will not change for several years after the
Contract date. Then, if investment experience is sufficiently favorable (by
which is generally meant an average annual net return of greater than 6%), the
death benefit may increase. The Contract provides that the death benefit will
never be less than the face amount or a stated multiple (which changes every
year with the attained age of the insured) of the Contract fund. The latter
ensures that the Contract will always have a death benefit large enough to be
treated as life insurance for tax purposes under current law. Representative
multiples for insureds are shown in the table below.

       -------------------------------------------------------------
                       |        DEATH BENEFIT IS NO LESS THAN
          AGE OF       |          THE CONTRACT FUND TIMES THE
          INSURED      |     FOLLOWING MULTIPLE (ASSUMES NO LOAN)
                       |--------------------------------------------
                       |          MALE        |        FEMALE
       ----------------|----------------------|---------------------
             5         |          4.80        |         7.50
            15         |          4.80        |         7.50
            25         |          4.56        |         6.11
            35         |          3.76        |         4.52
            45         |          2.27        |         2.64
            55         |          1.55        |         1.82
            65         |          1.23        |         1.40
            75         |          1.09        |         1.15
            85         |          1.05        |         1.05
            95         |          1.02        |         1.02
       -----------------------------------------------------------------
                                                
Thus, for a male age 55 who purchased a Contract with a face amount of $133,307
when he was 35 for a premium payment of $20,000, if the Contract fund has
increased to $122,604 due to a gross return in the selected Series Fund
portfolios of 12%, the death benefit payable will be $196,166 at the end of 20
years, based on the assumptions reflected in the table on page T1. If the
Contract fund were to drop subsequently because of 


                                       12


<PAGE>


unfavorable investment results, the death benefit would also drop, but not below
the face amount. In some states the figures in the above table for males will
apply to both males and females. The table does not apply to certain Contracts
issued to employers and employee organizations based on unisex rates. See LEGAL
CONSIDERATIONS RELATING TO SEX-DISTINCT PREMIUMS AND BENEFITS, page 18.

LAPSE AND REINSTATEMENT

If the investment results of a Contract's variable investment option[s] have
been so unfavorable that the net cash surrender value on any Monthly date has
decreased to zero or less, the Contract will go into default.

   
Should this happen, Pruco Life of New Jersey will send the Contract owner a
notice of default setting forth the payment necessary to keep the Contract in
force. This payment must be received at the Annuity Service Center within the 61
day grace period after the notice of default is mailed or the Contract will
lapse. A Contract that lapses with an outstanding Contract loan may have tax
consequences. See TAX TREATMENT OF CONTRACT BENEFITS on page 15.
    

A Contract that has lapsed may be reinstated within 3 years after the date of
default unless the Contract has been surrendered for its cash surrender value.
To reinstate a lapsed Contract, Pruco Life of New Jersey requires renewed
evidence of insurability, and submission of certain payments due under the
Contract.

A Contract that has lapsed has no value and provides no benefits.

ADDITIONAL PREMIUM PAYMENTS

   
After the Contract has been in force for several years, the Contract owner may
be allowed the option of paying additional premium payments in order to increase
his or her Contract fund. Such premium payments are allowed when they will not
cause the Contract to fail to qualify as life insurance for tax purposes and
will not then increase the amount of insurance. Upon request, Pruco Life of New
Jersey will tell the Contract owner whether an additional premium payment can be
made and its maximum amount. If the owner does make an additional premium
payment, the amount of that payment, less any applicable premium taxes which may
be payable, will increase the Contract fund but not the death benefit. These
premium payments will not increase the maximum possible deferred sales charge.
An additional premium payment will not be accepted by Pruco Life of New Jersey
if it would, through the application of the multiples shown on page 12,
immediately result in an increase in the death benefit.
    

Several factors affect when additional premium payments may be made. For
example, the Contract years in which a female issue age 55 may make additional
payments depend upon investment performance. Based upon a hypothetical gross
annual rate of return of 8% in the selected Series Fund portfolio[s], and upon
the assumptions reflected in the table on page T1, an additional payment may
first be made in year 12, and additional payments may be made as late as year
20.

LIVING NEEDS BENEFIT

Contract applicants may elect to add the LIVING NEEDS BENEFIT(SM) to their
Contracts at issue, subject to Pruco Life of New Jersey's receipt of
satisfactory evidence of insurability. The benefit may vary state-by-state. It
can generally be added only to Contracts with face amounts of $50,000 or more or
when the aggregate face amounts of the insured's eligible contracts equal
$50,000 or more.

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

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

NURSING HOME OPTION. This option is available after the insured has been
confined to an eligible nursing home for 6 months or more. When satisfactory
evidence is provided, including certification by a licensed physician, that the
insured is expected to remain in the nursing home until death, Pruco Life of New
Jersey will provide an accelerated payment of the portion of the death benefit
selected by the Contract owner as a LIVING NEEDS BENEFIT. The Contract owner may
(1) elect to receive the benefit in a single sum or (2) receive equal monthly
payments for a specified number of years (not more than 10 nor less than 2),
depending upon the age of the insured. If the insured 


                                       13


<PAGE>


dies before all of the payments have been made, the present value of the
remaining payments will be paid to the beneficiary designated in the LIVING
NEEDS BENEFIT claim form in a single sum.

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

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

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

   
The Contract owner should consider whether adding this settlement option is
appropriate in his or her given situation. Adding the LIVING NEEDS BENEFIT to
the Contract has no adverse consequences; however, electing to use it could.
With the exception of certain business-related policies, the Health Insurance
Portability and Accountability Act of 1996 excludes from income the LIVING NEEDS
BENEFIT if the insured is terminally ill or chronically ill as defined in the
tax law (although the exclusion in the latter case may be limited). Contract
owners should consult with a qualified tax advisor before electing to receive
this benefit. Receipt of a LIVING NEEDS BENEFIT payment may also affect a
Contract owner's eligibility for certain government benefits or entitlements.
    

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

The tables in this prospectus have been prepared to help show how values under
this Contract change with investment performance of the Account. The tables
assume that no portion of the Contract fund is allocated to the fixed-rate
option or the Real Property Account. The tables illustrate how cash surrender
values (reflecting the deduction of deferred sales charges, if any) and death
benefits under Contracts issued on an insured of a given age would vary over
time if the return on the assets held in the Series Fund portfolios were a
uniform, gross, after tax, annual rate of 0%, 4%, 8%, and 12%. The death
benefits and cash surrender values would be different from those shown if the
returns averaged 0%, 4%, 8%, and 12% but fluctuated over and under those
averages throughout the years. For the hypothetical returns of 0% and 4%, the
tables also show when the Contract would go into default, at which time
additional payments would be needed to keep it in force.

   
The amounts shown for the death benefit and cash surrender value as of each
Contract anniversary reflect the fact that the net investment return on the
assets held in the subaccounts is lower than the gross after tax return of the
portfolios. This is because these tables assume a total Series Fund expense
ratio of 0.47% (taking into account the offsets described under EXPENSES
INCURRED BY THE PRUDENTIAL SERIES FUND, INC. on page 10) and also reflect the
daily charge to the Account for the cost of administration, which is equivalent
to an effective annual charge of 0.35%, and the daily charge to the Account for
assuming mortality and expense risks, which is equivalent to an effective annual
charge of 0.9%. The actual fees and expenses of the portfolios associated with a
particular Contract may be more or less than 0.47% and will depend on which
subaccounts are selected. Based on the above assumptions, gross annual rates of
return of 0%, 4%, 8%, and 12% thus correspond in the tables to approximate net
annual rates of return of -1.72%, 2.28%, 6.28%, and 10.28%.

The tables on pages T1 and T3 also reflect the fact that Pruco Life of New
Jersey generally makes its monthly charge for providing insurance protection at
an amount equal to 0.05% per month (approximately 0.6% to 0.65% per year) of the
assets in the subaccounts attributable to the Contract, even though it has the
contractual right to charge a higher amount. Where the amount credited under a
Contract falls to such a level as to make this monthly charge inadequate in
Pruco Life of New Jersey's judgment (i.e., where the Contract fund value is at
least 40% below that which would exist were a net rate of 6% earned in the
applicable subaccounts and maximum mortality charges deducted), Pruco Life of
New Jersey will deduct the maximum monthly mortality charge. See CHARGE FOR
INSURANCE PROTECTION, page 10. The 0% and 4% columns in the tables on pages T1
and T3 reflect the deduction of these larger mortality charges in later years in
accordance with this standard. The tables on pages T2 and T4 reflect the
deduction of the maximum cost of insurance charge at all times, even though
Pruco Life of New Jersey does not currently intend to charge the maximum
contractual cost of insurance rates other than under the circumstances where the
Contract fund value falls to a specified level, as explained above. All of the
tables reflect the deduction of a sales charge in the calculation of the cash
surrender value during the first 6 Contract years.
    

The tables also reflect the fact that no charges for federal or state income
taxes are currently made against the Account. If such a charge is made in the
future, it will take a higher gross rate of return than it does now to produce
the net after-tax returns shown in the tables.


                                       14


<PAGE>

                                  ILLUSTRATIONS

                          DISCOVERY LIFE PLUS CONTRACT
                                MALE ISSUE AGE 35
                         $20,000 INITIAL PREMIUM PAYMENT
                 USING CURRENT SCHEDULE OF MORTALITY CHARGES (1)

<TABLE>
<CAPTION>

                                                      DEATH BENEFIT                           
                                ------------------------------------------------------------  
                                           ASSUMING HYPOTHETICAL GROSS (AND NET)              
                PREMIUM                         ANNUAL INVESTMENT RETURN OF                   
 END OF       ACCUMULATED      ------------------------------------------------------------   
 POLICY      AT 4% INTEREST       0% GROSS       4% GROSS       8% GROSS        12% GROSS     
  YEAR          PER YEAR        (-1.72% NET)   (2.28% NET)     (6.28% NET)    (10.28% NET)    
- ----------  -----------------   -------------- -------------   ------------   --------------  
   <S>          <C>              <C>            <C>             <C>            <C>            
    1           $ 20,800         $133,307       $133,307        $133,307       $  133,307     
    2           $ 21,632         $133,307       $133,307        $133,307       $  133,307     
    3           $ 22,497         $133,307       $133,307        $133,307       $  133,307     
    4           $ 23,397         $133,307       $133,307        $133,307       $  133,307     
    5           $ 24,333         $133,307       $133,307        $133,307       $  133,307     
    6           $ 25,306         $133,307       $133,307        $133,307       $  133,307     
    7           $ 26,319         $133,307       $133,307        $133,307       $  133,307     
    8           $ 27,371         $133,307       $133,307        $133,307       $  133,307     
    9           $ 28,466         $133,307       $133,307        $133,307       $  133,307     
   10           $ 29,605         $133,307       $133,307        $133,307       $  133,307     
   15           $ 36,019         $133,307       $133,307        $133,307       $  150,028     
   20           $ 43,822         $133,307       $133,307        $133,307       $  196,879     
   25           $ 53,317         $      0(2)    $133,307        $133,307       $  270,741     
   30           $ 64,868         $      0       $133,307        $133,307       $  385,391     
   35           $ 78,922         $      0       $      0(2)     $155,351       $  566,137     
   40           $ 96,020         $      0       $      0        $193,877       $  849,885     
   45           $116,824         $      0       $      0        $248,201       $1,308,770     


<CAPTION>

                                CASH SURRENDER VALUE
               -----------------------------------------------------------
                         ASSUMING HYPOTHETICAL GROSS (AND NET)
                              ANNUAL INVESTMENT RETURN OF
 END OF       -----------------------------------------------------------
 POLICY          0% GROSS       4% GROSS       8% GROSS       12% GROSS
  YEAR         (-1.72% NET)    (2.28% NET)    (6.28% NET)    (10.28% NET)
- ----------     -------------  -------------- --------------  -------------
   <S>            <C>            <C>           <C>            <C>       
    1             $17,424        $18,134       $ 18,906       $   19,686
    2             $17,209        $18,639       $ 20,125       $   21,752
    3             $16,995        $19,155       $ 21,492       $   24,018
    4             $16,781        $19,684       $ 22,949       $   26,604
    5             $16,568        $20,226       $ 24,502       $   29,473
    6             $16,356        $20,779       $ 26,158       $   32,649
    7             $16,644        $22,006       $ 28,785       $   37,281
    8             $16,093        $22,373       $ 30,410       $   40,868
    9             $15,347        $22,746       $ 32,126       $   44,799
   10             $14,571        $23,126       $ 33,940       $   49,109
   15             $10,130        $25,120       $ 44,661       $   77,734
   20             $ 4,184        $26,679       $ 58,770       $  123,049
   25             $     0(2)     $22,345       $ 77,336       $  194,777
   30             $     0        $12,618       $101,767       $  308,312
   35             $     0        $     0(2)    $133,923       $  488,048
   40             $     0        $     0       $176,251       $  772,622
   45             $     0        $     0       $231,963       $1,223,149
                             

</TABLE>

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

(1)  ILLUSTRATED VALUES ASSUME 2% STATE AND/OR LOCAL PREMIUM TAXES, NO CONTRACT
     LOAN, AND THE DEDUCTION OF THE MONTHLY COST OF INSURANCE CHARGE IN
     ACCORDANCE WITH THE STANDARD EXPLAINED IN THE PROSPECTUS. THE CASH
     SURRENDER VALUES REFLECT THE CONTINGENT DEFERRED SALES CHARGES APPLICABLE
     TO SURRENDERS WITHIN THE FIRST 6 CONTRACT YEARS. THE FACE AMOUNT IS BASED
     UPON THE ASSUMPTION THAT AT ISSUANCE THE FIXED-RATE OPTION IS NOT BEING
     CREDITED MORE THAN 6%.

(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 4%, THE CONTRACT WOULD GO INTO DEFAULT IN POLICY YEAR 34 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%, 4%, 8%,
AND 12% OVER A PERIOD OF YEARS BUT ALSO FLUCTUATED ABOVE OR BELOW THOSE AVERAGES
FOR INDIVIDUAL CONTRACT YEARS. NO REPRESENTATIONS CAN BE MADE BY PRUCO LIFE OF
NEW JERSEY OR THE SERIES FUND THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE
ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.

                                       T-1
<PAGE>


                          DISCOVERY LIFE PLUS CONTRACT
                                MALE ISSUE AGE 35
                         $20,000 INITIAL PREMIUM PAYMENT
               USING MAXIMUM CONTRACTUAL OF MORTALITY CHARGES (1)

<TABLE>
<CAPTION>
                                                      DEATH BENEFIT                           
                                ------------------------------------------------------------  
                                           ASSUMING HYPOTHETICAL GROSS (AND NET)              
                PREMIUM                        ANNUAL INVESTMENT RETURN OF                    
 END OF       ACCUMULATED       ------------------------------------------------------------  
 POLICY      AT 4% INTEREST       0% GROSS       4% GROSS       8% GROSS        12% GROSS     
  YEAR          PER YEAR        (-1.72% NET)   (2.28% NET)     (6.28% NET)    (10.28% NET)    
- ----------  -----------------   -------------- -------------   ------------   --------------  
   <S>          <C>               <C>            <C>             <C>          <C>             
    1           $  20,800         $133,307       $133,307        $133,307     $   133,307      
    2           $  21,632         $133,307       $133,307        $133,307     $   133,307      
    3           $  22,497         $133,307       $133,307        $133,307     $   133,307      
    4           $  23,397         $133,307       $133,307        $133,307     $   133,307      
    5           $  24,333         $133,307       $133,307        $133,307     $   133,307      
    6           $  25,306         $133,307       $133,307        $133,307     $   133,307      
    7           $  26,319         $133,307       $133,307        $133,307     $   133,307      
    8           $  27,371         $133,307       $133,307        $133,307     $   133,307      
    9           $  28,466         $133,307       $133,307        $133,307     $   133,307      
   10           $  29,605         $133,307       $133,307        $133,307     $   133,307      
   15           $  36,019         $133,307       $133,307        $133,307     $   142,897      
   20           $  43,822         $133,307       $133,307        $133,307     $   187,517      
   25           $  53,317         $      0(2)    $133,307        $133,307     $   257,798 
   30           $  64,868         $      0       $      0(2)     $133,307     $   366,895     
   35           $  78,922         $      0       $      0        $133,307     $   538,805     
   40           $  96,020         $      0       $      0        $133,307     $   808,533     
   45           $ 116,824         $      0       $      0        $164,351     $ 1,243,578     


<CAPTION>
                                 CASH SURRENDER VALUE
                -----------------------------------------------------------
                          ASSUMING HYPOTHETICAL GROSS (AND NET)
                              ANNUAL INVESTMENT RETURN OF
 END OF         -----------------------------------------------------------
 POLICY           0% GROSS       4% GROSS       8% GROSS       12% GROSS
  YEAR          (-1.72% NET)    (2.28% NET)    (6.28% NET)    (10.28% NET)
- ----------      -------------  -------------- --------------  -------------
   <S>             <C>            <C>           <C>          <C>         
    1              $17,306        $18,016       $ 18,777      $   19,556
    2              $16,953        $18,384       $ 19,872      $   21,480
    3              $16,579        $18,742       $ 21,083      $   23,610
    4              $16,180        $19,087       $ 22,362      $   26,033
    5              $15,753        $19,415       $ 23,708      $   28,711
    6              $15,295        $19,721       $ 25,126      $   31,671
    7              $15,259        $20,621       $ 27,440      $   36,025
    8              $14,562        $20,668       $ 28,759      $   39,354
    9              $13,836        $20,680       $ 30,132      $   43,007
   10              $13,079        $20,653       $ 31,562      $   47,020
   15              $ 8,723        $19,800       $ 39,639      $   74,040
   20              $ 2,839        $17,065       $ 49,414      $  117,198
   25              $    0(2)      $10,852       $ 61,057      $  185,466
   30              $    0         $     0(2)    $ 75,094      $  293,516
   35              $    0         $     0       $ 92,595      $  464,486
   40              $    0         $     0       $117,028      $  735,029
   45              $    0         $     0       $153,599      $1,162,222

</TABLE>

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

(1)  ILLUSTRATED VALUES ASSUME 2% STATE AND/OR LOCAL PREMIUM TAXES, NO CONTRACT
     LOAN, AND THE DEDUCTION OF MAXIMUM MONTHLY COST OF INSURANCE CHARGES. THE
     CASH SURRENDER VALUES REFLECT THE CONTINGENT DEFERRED SALES CHARGES
     APPLICABLE TO SURRENDERS WITHIN THE FIRST 6 CONTRACT YEARS. THE FACE AMOUNT
     IS BASED UPON THE ASSUMPTION THAT AT ISSUANCE THE FIXED-RATE OPTION IS NOT
     BEING CREDITED MORE THAN 6%.

(2)  BASED ON A GROSS RETURN OF 0% AND THE DEDUCTION OF MAXIMUM COST OF
     INSURANCE CHARGES, THE CONTRACT WOULD GO INTO DEFAULT IN POLICY YEAR 22
     UNLESS AN ADDITIONAL PREMIUM PAYMENT WAS MADE. BASED ON A GROSS RETURN OF
     4% AND THE DEDUCTION OF MAXIMUM COST OF INSURANCE CHARGES, THE CONTRACT
     WOULD GO INTO DEFAULT IN POLICY YEAR 30 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%, 4%, 8%,
AND 12% OVER A PERIOD OF YEARS BUT ALSO FLUCTUATED ABOVE OR BELOW THOSE AVERAGES
FOR INDIVIDUAL CONTRACT YEARS. NO REPRESENTATIONS CAN BE MADE BY PRUCO LIFE OF
NEW JERSEY OR THE SERIES FUND THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE
ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.

                                      T-2
<PAGE>


                          DISCOVERY LIFE PLUS CONTRACT
                               FEMALE ISSUE AGE 55
                        $100,000 INITIAL PREMIUM PAYMENT
                  USING CURRENT SCHEDULE MORTALITY CHARGES (1)

<TABLE>
<CAPTION>
                                                      DEATH BENEFIT                            
                               ------------------------------------------------------------    
                                          ASSUMING HYPOTHETICAL GROSS (AND NET)                
                PREMIUM                        ANNUAL INVESTMENT RETURN OF                     
 END OF      ACCUMULATED       ------------------------------------------------------------    
 POLICY     AT 4% INTEREST      0% GROSS        4% GROSS       8% GROSS       12% GROSS        
  YEAR         PER YEAR        (-1.72% NET)    (2.28% NET)    (6.28% NET)    (10.28% NET)      
- ---------  -----------------   --------------  -------------  -------------  --------------    
  <S>          <C>               <C>            <C>             <C>          <C>               
   1           $104,000          $357,468       $357,468        $357,468     $   357,468       
   2           $108,160          $357,468       $357,468        $357,468     $   357,468       
   3           $112,486          $357,468       $357,468        $357,468     $   357,468       
   4           $116,986          $357,468       $357,468        $357,468     $   357,468       
   5           $121,665          $357,468       $357,468        $357,468     $   357,468       
   6           $126,532          $357,468       $357,468        $357,468     $   357,468       
   7           $131,593          $357,468       $357,468        $357,468     $   357,468       
   8           $136,857          $357,468       $357,468        $357,468     $   357,468       
   9           $142,331          $357,468       $357,468        $357,468     $   357,468       
  10           $148,024          $357,468       $357,468        $357,468     $   360,800       
  15           $180,094          $357,468       $357,468        $357,468     $   511,626       
  20           $219,112          $      0(2)    $357,468        $357,468     $   734,532       
  25           $266,584          $      0       $357,468(2)     $434,039     $ 1,093,142       


<CAPTION>

                                 CASH SURRENDER VALUE
               -----------------------------------------------------------
                         ASSUMING HYPOTHETICAL GROSS (AND NET)
                              ANNUAL INVESTMENT RETURN OF
 END OF        -----------------------------------------------------------
 POLICY         0% GROSS       4% GROSS       8% GROSS       12% GROSS
  YEAR         (-1.72% NET)    (2.28% NET)    (6.28% NET)   (10.28% NET)
- ---------      -------------  -------------- -------------- --------------
  <S>             <C>           <C>            <C>            <C>     
   1              $88,900       $ 92,668       $ 96,644       $100,620
   2              $87,802       $ 95,095       $102,678       $111,166
   3              $86,708       $ 97,732       $109,652       $122,726
   4              $85,618       $100,430       $117,087       $135,734
   5              $84,531       $103,192       $125,011       $150,375
   6              $83,449       $106,017       $133,457       $166,576
   7              $84,920       $112,277       $146,864       $190,210
   8              $82,960       $114,150       $155,153       $208,508
   9              $78,562       $116,054       $163,910       $228,567
  10              $73,329       $117,989       $173,162       $250,555
  15              $40,982       $128,164       $227,865       $396,609
  20              $     0(2)    $139,215       $299,849       $627,804
  25              $     0       $151,219(2)    $394,581       $993,765

</TABLE>

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

(1)  ILLUSTRATED VALUES ASSUME NO DEDUCTION FOR STATE AND/OR LOCAL PREMIUM
     TAXES, NO CONTRACT LOAN, AND THE DEDUCTION OF THE MONTHLY COST OF INSURANCE
     CHARGE IN ACCORDANCE WITH THE STANDARD EXPLAINED IN THE PROSPECTUS. THE
     CASH SURRENDER VALUES REFLECT THE CONTINGENT DEFERRED SALES CHARGES
     APPLICABLE TO SURRENDERS WITHIN THE FIRST 6 CONTRACT YEARS. THE FACE AMOUNT
     IS BASED UPON THE ASSUMPTION THAT AT ISSUANCE THE FIXED-RATE OPTION IS NOT
     BEING CREDITED MORE THAN 6%.

(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 4%, 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%, 4%, 8%,
AND 12% OVER A PERIOD OF YEARS BUT ALSO FLUCTUATED ABOVE OR BELOW THOSE AVERAGES
FOR INDIVIDUAL CONTRACT YEARS. NO REPRESENTATIONS CAN BE MADE BY PRUCO LIFE OF
NEW JERSEY OR THE SERIES FUND THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE
ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.

                                      T-3
<PAGE>


                          DISCOVERY LIFE PLUS CONTRACT
                               FEMALE ISSUE AGE 55
                        $100,000 INITIAL PREMIUM PAYMENT
                 USING MAXIMUM CONTRACTUAL MORTALITY CHARGES (1)

<TABLE>
<CAPTION>

                                                      DEATH BENEFIT                          
                               ------------------------------------------------------------  
                                          ASSUMING HYPOTHETICAL GROSS (AND NET)              
               PREMIUM                         ANNUAL INVESTMENT RETURN OF                   
 END OF      ACCUMULATED       ------------------------------------------------------------  
 POLICY     AT 4% INTEREST       0% GROSS       4% GROSS        8% GROSS       12% GROSS     
  YEAR         PER YEAR        (-1.72% NET)    (2.28% NET)    (6.28% NET)    (10.28% NET)    
- ---------  -----------------   -------------- --------------  -------------  --------------  

  <S>          <C>               <C>            <C>             <C>            <C>           
   1           $104,000          $357,468       $357,468        $357,468       $  357,468    
   2           $108,160          $357,468       $357,468        $357,468       $  357,468    
   3           $112,486          $357,468       $357,468        $357,468       $  357,468    
   4           $116,986          $357,468       $357,468        $357,468       $  357,468    
   5           $121,665          $357,468       $357,468        $357,468       $  357,468    
   6           $126,532          $357,468       $357,468        $357,468       $  357,468    
   7           $131,593          $357,468       $357,468        $357,468       $  357,468    
   8           $136,857          $357,468       $357,468        $357,468       $  357,468    
   9           $142,331          $357,468       $357,468        $357,468       $  357,468    
  10           $148,024          $357,468       $357,468        $357,468       $  357,468    
  15           $180,094          $357,468       $357,468        $357,468       $  475,293    
  20           $219,112          $      0(2)    $357,468        $357,468       $  682,125    
  25           $266,584          $      0       $      0(2)     $357,468       $1,014,643    

<CAPTION>

                                 CASH SURRENDER VALUE
               -----------------------------------------------------------
                         ASSUMING HYPOTHETICAL GROSS (AND NET)
                              ANNUAL INVESTMENT RETURN OF
 END OF        -----------------------------------------------------------
 POLICY          0% GROSS       4% GROSS       8% GROSS       12% GROSS
  YEAR         (-1.72% NET)    (2.28% NET)    (6.28% NET)   (10.28% NET)
- ---------      -------------  -------------- -------------- --------------

  <S>            <C>            <C>            <C>            <C>     
   1             $87,723        $  91,371      $  95,345      $ 99,318
   2             $85,294        $  92,581      $100,164       $108,438
   3             $82,713        $  93,727      $105,657       $118,539
   4             $79,975        $  94,771      $111,458       $130,189
   5             $77,061        $  95,692      $117,582       $143,133
   6             $73,939        $  96,458      $124,033       $157,517
   7             $72,746        $ 100,024      $134,857       $178,873
   8             $68,229        $  99,307      $140,715       $195,187
   9             $63,407        $  98,264      $146,759       $213,201
  10             $58,225        $  96,842      $152,985       $233,135
  15             $25,809        $  82,758      $187,644       $368,444
  20             $     0(2)     $  48,106      $229,442       $583,012
  25             $     0        $      0(2)    $280,678       $922,403

</TABLE>

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

(1) ILLUSTRATED VALUES ASSUME NO DEDUCTION FOR STATE AND/OR LOCAL PREMIUM TAXES,
     NO CONTRACT LOAN, AND THE DEDUCTION OF MAXIMUM MONTHLY COST OF INSURANCE
     CHARGES. THE CASH SURRENDER VALUES REFLECT THE CONTINGENT DEFERRED SALES
     CHARGES APPLICABLE TO SURRENDERS WITHIN THE FIRST 6 CONTRACT YEARS. THE
     FACE AMOUNT IS BASED UPON THE ASSUMPTION THAT AT ISSUANCE THE FIXED-RATE
     OPTION IS NOT BEING CREDITED MORE THAN 6%.

(2)  BASED ON A GROSS RETURN OF 0% AND THE DEDUCTION OF MAXIMUM COST OF
     INSURANCE CHARGES, THE CONTRACT WOULD GO INTO DEFAULT IN POLICY YEAR 18
     UNLESS AN ADDITIONAL PREMIUM PAYMENT WAS MADE. BASED ON A GROSS RETURN OF
     4% AND THE DEDUCTION OF MAXIMUM COST OF INSURANCE CHARGES, THE CONTRACT
     WOULD GO INTO DEFAULT IN POLICY YEAR 24 UNLESS AN ADDITIONAL PREMIUM
     PAYMENT WAS MADE.

     THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN
THIS PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION
OF PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF RETURN MAY BE MORE
OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS INCLUDING THE
INVESTMENT ALLOCATIONS MADE BY AN OWNER, PREVAILING INTEREST RATES, AND RATES OF
INFLATION. THE DEATH BENEFIT AND CASH SURRENDER VALUE FOR A CONTRACT WOULD BE
DIFFERENT FROM THOSE SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED 0%, 4%, 8%,
AND 12% OVER A PERIOD OF YEARS BUT ALSO FLUCTUATED ABOVE OR BELOW THOSE AVERAGES
FOR INDIVIDUAL CONTRACT YEARS. NO REPRESENTATIONS CAN BE MADE BY PRUCO LIFE OF
NEW JERSEY OR THE SERIES FUND THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE
ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.

                                      T-4
<PAGE>

WHEN PROCEEDS ARE PAID

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

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

REPORTS TO CONTRACT OWNERS

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

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

If a single individual or company invests in the Series Fund through more than
one variable insurance contract, then the individual or company will receive
only one copy of each annual and semi-annual report issued by the Series Fund.
However, if such individual or company wishes to receive multiple copies of any
such report, a request may be made by calling the toll-free telephone number
listed on the cover page of this prospectus.

TAX TREATMENT OF CONTRACT BENEFITS

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

TREATMENT AS LIFE INSURANCE. The Contract will be treated as "life insurance,"
as long as it satisfies certain definitional tests set forth in Section 7702 of
the Code and as long as the underlying investments for the Contract satisfies
diversification requirements under Section 817(h) of the Code. (For further
detail on diversification requirements, see DIVIDENDS, DISTRIBUTIONS, AND TAXES
in the attached prospectus for the Series Fund.)

Pruco Life of New Jersey believes that the Contract meets these definitional and
diversification requirements and accordingly will be treated as life insurance
for tax purposes. This means that: (1) except as noted below, the Contract owner
should not be taxed on any part of the Contract fund, including additions
attributable to interest, dividends or appreciation, until amounts are
distributed under the Contract; and (2) the death benefit should be excludible
from the gross income of the beneficiary under Section 101(a) of the Code.

However, Section 7702 of the Code which defines life insurance for tax purposes
gives the Secretary of the Treasury authority to prescribe regulations to carry
out the purposes of the Section. In this regard, proposed regulations governing
mortality charges were issued in 1991 and proposed regulations relating to the
definition of life insurance were issued in 1992. None of these proposed
regulations has yet been finalized. Additional regulations under Section 7702
may also be promulgated in the future. Moreover, in connection with the issuance
of temporary regulations relating to diversification requirements under Section
817(h), the Treasury Department announced that such regulations do not provide
guidance concerning the extent to which Contract owners may direct their
investments to particular divisions of a separate account. Such guidance will be
included in regulations or rulings under Section 817(d) relating to the
definition of a variable contract.

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

                                       15
<PAGE>



PRE-DEATH DISTRIBUTIONS. Section 7702A of the Code provides rules regarding the
federal income tax treatment of loans and other pre-death distributions from the
Contract if issued after June 20, 1988. It provides that, with respect to life
insurance policies issued after June 20, 1988, which, like the Contract, provide
for the payment of premiums faster than would be allowed under a policy
providing for paid-up insurance after the payment of seven level annual
premiums: (1) policy loans are treated as distributions; (2) all distributions
from the policy before the death of the insured are generally includible in
gross income on an income first basis (i.e., distributions are includible in
income to the extent the Contract fund exceeds the gross premiums paid for the
Contract increased by the amount of any loans previously includible in income
and reduced by any untaxed amounts previously received other than the amount of
any loans excludible from income). In addition, pre-death distributions from
such Contracts (including full surrenders) will be subject to a penalty of 10
percent of the amount includible in income unless the amount is distributed on
or after age 59 1/2, on account of the taxpayer's disability, or as a life
annuity. It is presently unclear how the penalty tax provisions apply to
Contracts owned by nonnatural persons such as corporations.

Under certain circumstances, Modified Endowment Contracts issued during any
calendar year will be treated as a single contract for purposes of applying the
above rules.

   
Section 7702A does not change the treatment of death benefit proceeds under the
Contract. Accordingly, as stated previously, such amounts are generally
excludable from the gross income of the beneficiary. Also, Section 7702A does
not change the general rule that a Contract owner is not taxed on any part of
the Contract fund, including additions attributable to interest, dividends or
appreciation, unless amounts are distributed.
    

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

   
OTHER TAX CONSIDERATIONS. Transfer of the Contract to a new owner or assignment
of the Contract may have gift, estate and/or income tax consequences depending
on the circumstances. In the case of a transfer of the contract for a valuable
consideration, the death benefit may be subject to federal income taxes under
section 101(a) of the Code. In addition, designation of a beneficiary who is
either 37 1/2 years younger than the Contract owner or a grandchild of the
Contract owner may have Generation Skipping Transfer tax consequences under
Section 2601 of the Code.
    

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

Deductions for interest paid or accrued on Contract debt or on other loans
incurred or continued to purchase or carry the Contract will be disallowed under
Section 264 of the Code. For business-owned life insurance, Section 264(a)(1) of
the Code also precludes business Contract owners from deducting premium
payments. The code also imposes an indirect tax upon additions to the Contract
fund or the receipt of death benefits under business-owned life insurance
policies under certain circumstances by way of the corporate alternative minimum
tax.

THE FIXED-RATE OPTION

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

As explained earlier, a Contract owner may elect to allocate, either initially
or by transfer, all or part of the amount credited under the Contract to a
fixed-rate option, and the amount so allocated or transferred becomes part of
Pruco Life of New Jersey's general assets. Sometimes this is referred to as
Pruco Life of New Jersey's general account, which consists of all assets owned
by Pruco Life of New Jersey other than those in the Account and in other
separate accounts that have been or may be established by Pruco Life of New
Jersey. Subject to applicable law, Pruco Life of New Jersey has sole discretion
over the investment of the assets of the general account, and Contract owners do
not share in the investment experience of those assets. Instead, Pruco Life of
New Jersey guarantees that the part of the Contract fund allocated to the
fixed-rate option will accrue interest daily at an effective annual rate that
Pruco Life of New Jersey declares periodically, but not less than an effective
annual rate of 3%. Currently, declared interest rates remain in effect from the
date money is allocated to the fixed-rate option until the third


                                       16
<PAGE>


Contract anniversary following the date of the allocation. Thereafter, a new
crediting rate will be declared each year, and will remain in effect for the
calendar year. Pruco Life of New Jersey reserves the right to change this
practice. Pruco Life of New Jersey is not obligated to credit interest at a
higher rate than 3%, although in its sole discretion it may do so. Different
crediting rates may be declared for different portions of the Contract fund
allocated to the fixed-rate option. On request, a Contract owner will be advised
of the interest rates that currently apply to his or her Contract.

Transfers from the fixed-rate option are subject to strict limits. (See
TRANSFERS, page 7). The payment of any cash surrender value attributable to the
fixed-rate option may be delayed up to 6 months (see WHEN PROCEEDS ARE PAID,
page 15).

VOTING RIGHTS

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

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

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

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

SALE OF THE CONTRACT AND SALES COMMISSIONS

   
Currently, Pruco Securities Corporation ("Prusec"), an indirect wholly-owned
subsidiary of Prudential, which was organized in 1971 under New Jersey law, acts
as the principal underwriter of the Contract. Pruco Life of New Jersey expects
that during the second quarter of 1998 Prusec's responsibilities as principal
underwriter will be assigned to Prudential Investment Management Services LLC
("PIMS"). PIMS, also an indirect wholly-owned subsidiary of Prudential, is a
limited liability corporation organized under Delaware law in 1996. PIMS will
act as principal underwriter under substantially the same terms as Prusec does
currently. Both Prusec and PIMS are registered as broker-dealers under the
Securities Exchange Act of 1934 and are members of the National Association of
Securities Dealers, Inc. The principal business address of both Prusec and PIMS
is 751 Broad Street, Newark, New Jersey 07102-3777.
    

                                       17
<PAGE>


   
The Contract is currently sold by registered representatives of the principal
underwriter and may also be sold through other broker-dealers authorized by the
principal underwriter, including broker-dealers otherwise unaffiliated with
Prudential. Registered representatives of such other unaffiliated broker-dealers
may be paid on a different basis than registered representatives of the
principal underwriter or broker-dealers affiliated with Prudential. The maximum
commission that will be paid to the broker-dealer to cover both the individual
representative's commission and other distribution expenses will not exceed 6%
of the purchase payment. In addition, trail commissions based on the size of the
Contract fund may be paid.

Sales expenses in any year are not equal to the deduction for sales load in that
year. Pruco Life of New Jersey expects to recover its total sales expenses over
the periods the Contracts are in effect. To the extent that the sales charges
are insufficient to cover total sales expenses, the sales expenses will be
recovered from Pruco Life of New Jersey's surplus, which may include the amounts
derived from the mortality and expense risk charge, described in Item 5 under
Charges, page 10.
    

SUBSTITUTION OF SERIES FUND SHARES

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

LEGAL CONSIDERATIONS RELATING TO SEX-DISTINCT PREMIUMS AND BENEFITS

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

OTHER GENERAL CONTRACT PROVISIONS

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

INCONTESTABILITY. After the Contract has been in force during the insured's
lifetime for 2 years from the Contract date, Pruco Life of New Jersey will not
contest its liability under the Contract in accordance with its terms.

MISSTATEMENT OF AGE OR SEX. If the insured's stated age or sex (except where
unisex rates apply) or both are incorrect in the Contract, Pruco Life of New
Jersey will adjust the benefits payable, as required by law, to reflect what the
premium would have purchased for the correct age and sex.

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

ASSIGNMENT. This Contract may not be assigned if such assignment would violate
any federal, state or local law or regulation. Generally, the Contract may not
be assigned to another insurance company without Pruco Life of New Jersey's
consent. Pruco Life of New Jersey assumes no responsibility for the validity or
sufficiency of any assignment, and it will not be obligated to comply with any
assignment unless it has received a copy at its Home Office.

SETTLEMENT OPTIONS. The Contract grants to most owners, or to the beneficiary, a
wide 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.

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.


                                       18
<PAGE>


   
Pruco Life of New Jersey is required to submit annual statements of its
operations, including financial statements, to the insurance departments of the
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.

ADDITIONAL INFORMATION

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

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

EXPERTS

   
The financial statements included in this prospectus for the years ended
December 31, 1997 and December 31, 1996 have been audited by Price Waterhouse
LLP, independent accountants, as stated in their reports appearing herein, and
are included in reliance upon the reports of such firm given upon their
authority as experts in accounting and auditing. Price Waterhouse LLP's
principal business address is 1177 Avenue of the Americas, New York, New York
10036.

The financial statements included in this prospectus for the year ended December
31, 1995 have been audited by Deloitte & Touche LLP, independent auditors, as
stated in their reports appearing herein, and are included in reliance upon the
reports of such firm given upon their authority as experts in accounting and
auditing. Deloitte & Touche LLP's principal business address is Two Hilton
Court, Parsippany, New Jersey 07054-0319.

On March 12, 1996, Deloitte & Touche LLP was replaced as the independent
accountants of Pruco Life of New Jersey. There have been no disagreements with
Deloitte & Touche LLP on any matter of accounting principles or practices,
financial statements disclosure or auditing scope or procedure which, if not
resolved to the satisfaction of the accountant, would have caused them to make a
reference to the matter in their reports.

Actuarial matters included in this prospectus have been examined by Ikwhan Oh,
FSA, MAAA, Vice President and Actuary of Pruco Life whose opinion is filed as an
exhibit to the registration statement.
    

LITIGATION

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

   
YEAR 2000 COMPLIANCE

The services provided to the Contract owners by Pruco Life of New Jersey, Prusec
and PIMS depend on the smooth functioning of their respective computer systems.
The year 2000, however, holds the potential for a significant disruption in the
operation of these systems. Many computer programs cannot distinguish the year
2000 from the year 1900 becuase of the way in which dates are encoded. Left
uncorrected, the year "00" could cause systems to perform date comparisons and
calculations incorrectly that in turn could compromise the integrity of business
records and lead to serious interruption of business processes.

Prudential, as Pruco Life of New Jersey's, Prusec's and PIMS's ultimate
corporate parent, identified this issue as a critical priority in 1995 and has
established quality assurance procedures including a certification process to
monitor and evaluate enterprise-wide conversion and upgrading of systems for
"Year 20000" compliance. Prudential has also initiated an analysis of potential
exposure that could result from the failure of major service providers such as
suppliers, custodians and brokers, to achieve Year 2000 compliance. Prudential
expects to complete its adaptation, testing and certification of software for
Year 2000 compliance by December 31, 1998. During 1999, Prudential plans to
conduct additional internal testing, to participate in securities industry-wide
test efforts and to complete major service provider analysis and contingency
planning.

The expenses of Prudential's Year 2000 compliance are allocated across its
various businesses, including those businesses not engaged in providing services
to Contract owners. Accordingly, while the expense is substantial in
    

                                       19
<PAGE>

   
the aggregate, it is not expected to have a material impact on Pruco Life of New
Jersey's, Prusec's and PIMS's abilities to meet their commitments to Contract
owners.

Prudential believes that it is well positioned to achieve the necessary
modifications and mitigate Year 2000 risks. However, if such efforts are not
completed on a timely basis, the Year 2000 issue could have a material adverse
impact on Prudential's operations, those of its subsidiary and affiliate
companies and/or the Account. Moreover, there can be no assurance that the
measures taken by Prudential's external service providers will be sufficient to
avoid any material adverse impact on Prudential's operations and those of its
subsidiary and affiliate companies.
    

FINANCIAL STATEMENTS

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

                                       20
<PAGE>

                             DIRECTORS AND OFFICERS

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

                      DIRECTORS OF PRUCO LIFE OF NEW JERSEY

   

JAMES J. AVERY, JR. Chairman and Director -- Senior Vice President, Chief
Actuary and CFO, Prudential Individual Insurance since 1997; 1995 to 1997:
President, Prudential Select; 1993 to 1995: Chief Operating Officer, Prudential
Select. Age 46.

WILLIAM M. BETHKE, Director --Chief Investment Officer since 1997; 1992 to 1997:
President, Prudential Capital Markets Group. Age 51.

IRA J. KLEINMAN, Director -- Executive Vice President, International Insurance
Group since 1997; 1995 to 1997: Chief Marketing and Product Development Officer,
Prudential Individual Insurance Group; 1993 to 1995: President, Prudential
Select. Age 51.

MENDEL A. MELZER, Director -- Chief Investment Officer, Mutual Funds and
Annuities, Prudential Investments since 1996; 1995 to 1996: Chief Financial
Officer of the Money Management Group of Prudential; 1993 to 1995: Senior Vice
President and Chief Financial Officer of Prudential Preferred Financial
Services. Age 37.

ESTHER H. MILNES, President and Director -- Vice President and Actuary,
Prudential Individual Insurance Group since 1996; 1993 to 1996: Senior Vice
President and Chief Actuary, Prudential Insurance and Financial Services. Age
47.

I. EDWARD PRICE, Vice Chairman and Director -- Senior Vice President and
Actuary, Prudential Individual Insurance Group since 1995; 1994 to 1995: Chief
Executive Officer, Prudential International Insurance. Age 55.

                         OFFICERS WHO ARE NOT DIRECTORS

SUSAN L. BLOUNT, Secretary -- Vice President and Secretary of Prudential since
1995; Prior to 1995: Assistant General Counsel for Prudential Residential
Services Company. Age 40.

C. EDWARD CHAPLIN, Treasurer -- Vice President and Treasurer of Prudential since
1995; 1993 to 1995: Managing Director and Assistant Treasurer of Prudential. Age
41.

JAMES C. DROZANOWSKI, Senior Vice President -- Vice President and Operations
Executive, Prudential Individual Insurance Group since 1996; 1995 to 1996: Vice
President, Credit Card Division, Chase Manhattan Bank; prior to 1995: Chase
Manhattan Bank. Age 55.

CLIFFORD E. KIRSCH, Chief Legal Officer -- Chief Counsel, Variable Products, Law
Department of Prudential since 1995; 1994 to 1995: Associate General Counsel
with Paine Webber. Age 38.

FRANK P. MARINO, Senior Vice President -- Vice President, Policyowner Relations
Department, Prudential Individual Insurance Group since 1996; Prior to 1996:
Senior Vice President, Prudential Mutual Fund Services. Age 53.

EDWARD A. MINOGUE, Senior Vice President -- Vice President, Annuity Services,
Prudential Investments since 1997; prior to 1997: Director, Merrill Lynch. Age
55.

JAMES M. SCHLOMANN, Vice President, Comptroller & Chief Accounting Officer --
Vice President & Associate Comptroller, Prudential, since 1997; prior to 1997:
Senior Executive Vice President & CFO, USLife Corp. Age 49.

SHIRLEY H. SHAO, Senior Vice President and Chief Actuary -- Vice President and
Associate Actuary, Prudential. Age 43.

JAMES A. TIGNANELLI, Senior Vice President -- Vice President, Compliance,
Prudential Individual Insurance since 1996; prior to 1996: Vice President Field
Operations. Age 45.

The business address of all directors and officers of Pruco Life of New Jersey
(PLNJ) is 213 Washington Street, Newark, New Jersey 07102-2992. PLNJ directors
and officers are elected annually.
    
                                       21


<PAGE>

                       FINANCIAL STATEMENTS OF PRUCO LIFE
               OF NEW JERSEY SINGLE PREMIUM VARIABLE LIFE ACCOUNT


STATEMENTS OF NET ASSETS
December 31, 1997

<TABLE>
<CAPTION>
                                                                                 SUBACCOUNTS                                        
                                            ----------------------------------------------------------------------------------------
                                                                                                            ZERO COUPON    HIGH    
                                               MONEY     DIVERSIFIED                FLEXIBLE  CONSERVATIVE     BOND        YIELD   
                                               MARKET       BOND        EQUITY       MANAGED    BALANCED       2000        BOND    
                                            ----------   ----------   ----------   ----------- -----------  -----------  ----------
<S>                                         <C>         <C>          <C>          <C>          <C>           <C>         <C>        
ASSETS
 Investment in shares of The
  Prudential Series Fund, Inc
  Portfolios at net asset value
  [Note 3] ..............................   $1,925,820  $2,788,161   $8,419,049   $11,675,645  $16,378,946   $292,029    $1,731,447 
 Receivable from Pruco
  Life Insurance
   Company of New Jersey [Note 2] .......            0           0       20,019         3,555       14,628          0             0 
                                            ----------  ----------   ----------   -----------  -----------   --------    ---------- 
    Net Assets ..........................   $1,925,820  $2,788,161   $8,439,068   $11,679,200  $16,393,574   $292,029    $1,731,447 
                                            ==========  ==========   ==========   ===========  ===========   ========    ========== 
NET ASSETS, representing:
 Equity of Contract owners ..............   $1,910,370  $2,786,698   $8,439,068   $11,679,200  $16,393,574   $290,141    $1,729,094 
 Equity of Pruco Life Insurance
  Company of New Jersey .................       15,450       1,463            0             0            0      1,888         2,353 
                                            ----------  ----------   ----------   -----------  -----------   --------    ---------- 
                                            $1,925,820  $2,788,161   $8,439,068   $11,679,200  $16,393,574   $292,029    $1,731,447 
                                            ==========  ==========   ==========   ===========  ===========   ========    ========== 

</TABLE>

STATEMENTS OF OPERATIONS
For the year ended December 31, 1997

<TABLE>
<CAPTION>

                                                                                 SUBACCOUNTS
                                            ----------------------------------------------------------------------------------------
                                                                                                            ZERO COUPON     HIGH   
                                               MONEY     DIVERSIFIED                 FLEXIBLE  CONSERVATIVE    BOND         YIELD  
                                               MARKET       BOND        EQUITY        MANAGED    BALANCED      2000         BOND   
                                            ----------   -----------    ------       --------  ------------ -----------  ----------
<S>                                         <C>         <C>          <C>           <C>          <C>          <C>         <C>        
INVESTMENT INCOME
 Dividend distributions received ........   $  103,652  $  204,112   $  185,377    $  341,788   $  749,419   $ 14,974    $  155,751 
EXPENSES
 Charges to Contract owners
  for assuming mortality risk and
  expense risk and for
  administration [Notes 5A and 5B] ......       24,188      35,031      100,463       142,081      204,550      3,611        20,547 
 Reimbursment for excess expenses
  [Note 5C] .............................         (419)       (692)      (6,270)      (25,842)     (26,954)      (782)            0 
                                            ----------  ----------   ----------   -----------  -----------   --------    ----------
NET EXPENSES ............................       23,769      34,339       94,193       116,239      177,596      2,829        20,547 
                                            ----------  ----------   ----------   -----------  -----------   --------    ----------
NET INVESTMENT INCOME (LOSS) ............       79,883     169,773       91,184       225,549      571,823     12,145       135,204 
                                            ----------  ----------   ----------   -----------  -----------   --------    ----------
NET REALIZED AND UNREALIZED
 GAIN (LOSS) ON INVESTMENTS
 Capital gains distributions received ...            0      32,613      455,682     1,749,859    1,768,494     11,873             0 
 Realized gain (loss) on shares
  redeemed [average cost basis] .........            0      18,905      279,137       268,843      392,816      1,044        (3,832)
 Net change in unrealized gain (loss)
  on investments ........................            0     (25,257)     827,985      (469,700)    (849,547)    (7,788)       58,986 
                                            ----------  ----------   ----------   -----------  -----------   --------    ----------
NET GAIN (LOSS) ON INVESTMENTS ..........            0      26,261    1,562,804     1,549,002    1,311,763      5,129        55,154 
                                            ----------  ----------   ----------   -----------  -----------   --------    ---------- 
NET INCREASE (DECREASE) IN NET
 ASSETS RESULTING FROM OPERATIONS .......   $   79,883  $  196,034   $1,653,988   $ 1,774,551  $ 1,883,586   $ 17,274    $  190,358 
                                            ==========  ==========   ==========   ===========  ===========   ========    ========== 


                                       SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A9 THROUGH A14                                    


                                                                     A1                                                             


</TABLE>


<PAGE>


<TABLE>
<CAPTION>
                                                                       SUBACCOUNTS (Continued)
                                      ----------------------------------------------------------------------------------------------
                                                                                               ZERO COUPON               SMALL
                                        STOCK       EQUITY     NATURAL             GOVERNMENT     BOND    PRUDENTIAL CAPITALIZATION
                                        INDEX       INCOME    RESOURCES   GLOBAL     INCOME       2005     JENNISON       STOCK
                                       ---------   -------    ---------   ------   ----------  ---------- ---------- ---------------
<S>                                   <C>         <C>          <C>        <C>        <C>         <C>         <C>         <C>
ASSETS
 Investment in shares of The
  Prudential Series Fund, Inc
  Portfolios at net asset value
  [Note 3] ...........................$1,551,566  $1,682,799   $357,653   $604,867   $199,823    $90,201     $531,948    $460,574
 Receivable from Pruco
  Life Insurance
   Company of New Jersey [Note 2] ....    24,150         967          0          0          0      1,303          995       8,309
                                      ----------  ----------   --------   --------   --------    -------     --------    --------
    Net Assets .......................$1,575,716  $1,683,766   $357,653   $604,867   $199,823    $91,504     $532,943    $468,883
                                      ==========  ==========   ========   ========   ========    =======     ========    ========
NET ASSETS, representing:
 Equity of Contract owners ...........$1,575,716  $1,683,766   $356,782   $602,481   $198,019    $91,504     $532,943    $468,883
 Equity of Pruco Life Insurance
  Company of New Jersey ..............         0           0        871      2,386      1,804          0            0           0
                                      ----------  ----------   --------   --------   --------    -------     --------    --------
                                      $1,575,716  $1,683,766   $357,653   $604,867   $199,823    $91,504     $532,943    $468,883
                                      ==========  ==========   ========   ========   ========    =======     ========    ========

</TABLE>

STATEMENTS OF OPERATIONS
For the year ended December 31, 1997

<TABLE>
<CAPTION>

                                                                       SUBACCOUNTS (Continued)
                                      ----------------------------------------------------------------------------------------------
                                                                                                ZERO COUPON                SMALL
                                         STOCK       EQUITY     NATURAL             GOVERNMENT     BOND    PRUDENTIAL CAPITALIZATION
                                         INDEX       INCOME    RESOURCES   GLOBAL     INCOME       2005     JENNISON       STOCK
                                      ----------   -----------  ---------   ------  ----------  ---------- ---------- -------------
<S>                                    <C>         <C>          <C>        <C>       <C>         <C>          <C>         <C>
INVESTMENT INCOME
 Dividend distributions received ..... $  20,822   $  37,284    $ 2,490    $ 8,942   $ 10,477    $ 4,811      $   849     $ 2,627
EXPENSES
 Charges to Contract owners
  for assuming mortality risk and
  expense risk and for
  administration [Notes 5A and 5B] ...    16,818      17,755      6,172      9,961      1,972      1,078        4,880       5,002
 Reimbursment for excess expenses
  [Note 5C] ..........................         0           0          0          0          0       (287)           0           0
                                      ----------  ----------  ---------   --------   --------    -------     --------    --------
NET EXPENSES .........................    16,818      17,755      6,172      9,961      1,972        791        4,880       5,002
                                      ----------  ----------  ---------   --------   --------    -------     --------    --------
NET INVESTMENT INCOME (LOSS) .........     4,004      19,529     (3,682)    (1,019)     8,505      4,020       (4,031)     (2,375)
                                      ----------  ----------  ---------   --------   --------    -------     --------    --------
NET REALIZED AND UNREALIZED
 GAIN (LOSS) ON INVESTMENTS
 Capital gains distributions received     44,424     152,241     47,548     29,175          0      1,907       30,119      31,445
 Realized gain (loss) on shares
  redeemed [average cost basis] ......   106,189      39,726     21,682     85,779       (655)     1,286       15,281      41,012
 Net change in unrealized gain (loss)
  on investments .....................   194,261     206,374   (130,229)   (47,732)     4,796        661       41,164      13,028
                                      ----------  ----------  ---------   --------   --------    -------     --------    --------
NET GAIN (LOSS) ON INVESTMENTS .......   344,874     398,341    (60,999)    67,222      4,141      3,854       86,564      85,485
                                      ----------  ----------  ---------   --------   --------    -------     --------    --------
NET INCREASE (DECREASE) IN NET
 ASSETS RESULTING FROM OPERATIONS ....$  348,878  $  417,870  $ (64,681)  $ 66,203   $ 12,646    $ 7,874     $ 82,533    $ 83,110
                                      ==========  ==========  =========   ========   ========    =======     ========    ========


                                    SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A9 THROUGH A14


                                                                 A2

</TABLE>

<PAGE>


                       FINANCIAL STATEMENTS OF PRUCO LIFE
               OF NEW JERSEY SINGLE PREMIUM VARIABLE LIFE ACCOUNT

STATEMENTS OF CHANGES IN NET ASSETS
For the years ended December 31, 1997, 1996 and 1995

<TABLE>
<CAPTION>

                                                                              SUBACCOUNTS                                           
                                        ------------------------------------------------------------------------------------------- 
                                                    MONEY MARKET                        DIVERSIFIED BOND             EQUITY         
                                        ---------------------------------- ---------------------------------- --------------------- 
                                            1997        1996      1995         1997       1996         1995       1997      1996    
                                        ----------   ---------  ---------- ----------  ----------  ---------- ----------  --------- 
<S>                                     <C>          <C>        <C>        <C>         <C>         <C>        <C>         <C>       
OPERATIONS:
 Net investment income (loss) ........  $   79,883   $  80,118  $  100,770 $  169,773  $  157,604  $  167,368 $   91,184  $  88,722 
 Capital gains distributions received.           0           0           0     32,613           0       6,914    455,682    646,721 
 Realized gain (loss) on shares
  redeemed [average cost basis] ......           0           0           0     18,905      14,389       8,909    279,137    228,498 
 Net change in unrealized gain
  (loss) on investments ..............           0           0           0    (25,257)    (73,579)    351,648    827,985    117,818 
                                        ----------  ----------  ---------- ----------  ----------  ---------- ---------- ---------- 
NET INCREASE (DECREASE) IN NET
 ASSETS  RESULTING FROM OPERATIONS ...      79,883      80,118     100,770    196,034      98,414     534,839  1,653,988  1,081,759 
                                        ----------  ----------  ---------- ----------  ----------  ---------- ---------- ---------- 
NET INCREASE (DECREASE) IN NET ASSETS
 RESULTING FROM PREMIUM PAYMENTS
 AND OTHER OPERATING TRANSFERS
 [Note 7] ............................    (137,071)   (671,181)    263,890   (429,478)   (222,850)   (277,174)  (464,113)  (379,318)
                                        ----------  ----------  ---------- ----------  ----------  ---------- ---------- ---------- 
NET INCREASE (DECREASE) IN NET ASSETS
 RESULTING FROM EQUITY TRANSFERS
 [Note 8] ............................     (62,160)     73,753      (3,810)    (3,183)     (2,737)     (5,203)    12,326    (45,449)
                                        ----------  ----------  ---------- ----------  ----------  ---------- ---------- ---------- 
TOTAL INCREASE (DECREASE) IN NET
 ASSETS ..............................    (119,348)   (517,310)    360,850   (236,627)   (127,173)    252,462  1,202,201    656,992 

NET ASSETS:
 Beginning of year ...................   2,045,168   2,562,478   2,201,628  3,024,788   3,151,961   2,899,499  7,236,867  6,579,875 
                                        ----------  ----------  ---------- ----------  ----------  ---------- ---------- ---------- 
 End of year .........................  $1,925,820  $2,045,168  $2,562,478 $2,788,161  $3,024,788  $3,151,961 $8,439,068 $7,236,867 
                                        ==========  ==========  ========== ==========  ==========  ========== ========== ========== 


                                     SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A9 THROUGH A14                                      

                                                                         A3                                                         

</TABLE>


<PAGE>


<TABLE>
<CAPTION>

                                                                          SUBACCOUNTS (CONTINUED)
                                        ---------------------------------------------------------------------------------------
                                           EQUITY             FLEXIBLE MANAGED                     CONSERVATIVE BALANCED
                                        ---------- ------------------------------------- --------------------------------------
                                            1995        1997         1996         1995         1997        1996         1995
                                        ---------- ------------  -----------  ----------- -----------  -----------  -----------
<S>                                     <C>         <C>          <C>          <C>         <C>          <C>          <C>
OPERATIONS:
 Net investment income (loss) ........  $   57,796  $   225,549  $   221,243  $   222,891 $   571,823  $   500,529  $   495,383
 Capital gains distributions received.     229,686    1,749,859    1,042,553      449,666   1,768,494    1,042,887      558,781
 Realized gain (loss) on shares
  redeemed [average cost basis] ......     166,736      268,843      221,247      224,877     392,816      214,639      362,614
 Net change in unrealized gain
  (loss) on investments ..............   1,063,119     (469,700)    (203,564)   1,269,373    (849,547)      60,028    1,094,057
                                        ----------  -----------  -----------  ----------- -----------  -----------  -----------
NET INCREASE (DECREASE) IN NET
 ASSETS  RESULTING FROM OPERATIONS ...   1,517,337    1,774,551    1,281,479    2,166,807   1,883,586    1,818,083    2,510,835
                                        ----------  -----------  -----------  ----------- -----------  -----------  -----------
NET INCREASE (DECREASE) IN NET ASSETS
 RESULTING FROM PREMIUM PAYMENTS
 AND OTHER OPERATING TRANSFERS
 [Note 7] ............................    (190,256)  (1,068,047)  (1,020,555)  (1,372,071) (2,247,606)  (1,492,000)  (2,824,644)
                                        ----------  -----------  -----------  ----------- -----------  -----------  -----------
NET INCREASE (DECREASE) IN NET ASSETS
 RESULTING FROM EQUITY TRANSFERS
 [Note 8] ............................      36,853      (71,159)      30,020        2,167    (284,171)     262,861      (34,268)
                                        ----------  -----------  -----------  ----------- -----------  -----------  -----------
TOTAL INCREASE (DECREASE) IN NET
 ASSETS ..............................   1,363,934      635,345      290,944      796,903    (648,191)     588,944     (348,077)

NET ASSETS:
 Beginning of year ...................   5,215,941   11,043,855   10,752,911    9,956,008  17,041,765   16,452,821   16,800,898
                                        ----------  -----------  -----------  ----------- -----------  -----------  -----------
 End of year .........................  $6,579,875  $11,679,200  $11,043,855  $10,752,911 $16,393,574  $17,041,765  $16,452,821
                                        ==========  ===========  ===========  =========== ===========  ===========  ===========


                                             SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A9 THROUGH A14

                                                                  A4

</TABLE>

<PAGE>


                       FINANCIAL STATEMENTS OF PRUCO LIFE
               OF NEW JERSEY SINGLE PREMIUM VARIABLE LIFE ACCOUNT

STATEMENTS OF CHANGES IN NET ASSETS
For the years ended December 31, 1997, 1996 and 1995

<TABLE>
<CAPTION>

                                                                        SUBACCOUNTS (CONTINUED)                                     
                                          ------------------------------------------------------------------------------------------
                                               ZERO COUPON BOND 2000               HIGH YIELD BOND                STOCK INDEX       
                                          -----------------------------  ---------------------------------    --------------------  
                                             1997       1996     1995        1997       1996        1995           1997       1996  
                                          ---------  --------  --------  ----------  ---------- ----------    ---------  ---------- 
<S>                                       <C>        <C>       <C>       <C>         <C>        <C>           <C>        <C>        
OPERATIONS:                                                                                                                         
 Net investment income (loss) ..........  $ 12,145   $  9,700  $ 11,454  $  135,204  $  136,409 $  140,050    $   4,004  $    5,458 
 Capital gains distributions                                                                                                        
   received ............................    11,873          0    12,977           0           0          0       44,424      11,410 
 Realized gain (loss) on shares                                                                                                     
  redeemed [average cost basis] ........     1,044      1,347     5,577      (3,832)     (1,765)    (4,446)     106,189      45,690 
 Net change in unrealized gain                                                                                                      
  (loss) on investments ................    (7,788)   (11,192)   30,792      58,986      21,477     71,255      194,261     101,882 
                                          --------   --------  --------  ----------  ---------- ----------   ----------  ---------- 
NET INCREASE (DECREASE) IN NET                                                                                                      
 ASSETS RESULTING FROM OPERATIONS ......    17,274       (145)   60,800     190,358     156,121    206,859      348,878     164,440 
                                          --------   --------  --------  ----------  ---------- ----------   ----------  ---------- 
NET INCREASE (DECREASE) IN NET ASSETS                                                                                               
 RESULTING FROM PREMIUM PAYMENTS                                                                                                    
 AND OTHER OPERATING TRANSFERS                                                                                                      
 [Note 7] ..............................   (25,625)   (44,303)   20,698    (111,622)    (70,031)   175,799      147,339     173,470 
                                          --------   --------  --------  ----------  ---------- ----------   ----------  ---------- 
NET INCREASE (DECREASE) IN NET                                                                                                      
 ASSETS RESULTING FROM EQUITY                                                                                                       
 TRANSFERS [Note 8] ....................       454     (2,158)   (3,333)        169       1,391      1,447       24,629     (20,762)
                                          --------   --------  --------  ----------  ---------- ----------   ----------  ---------- 
TOTAL INCREASE (DECREASE)                                                                                                           
 IN NET ASSETS .........................    (7,897)   (46,606)   78,165      78,905      87,481    384,105      520,846     317,148 
                                                                                                                                    
                                                                                                                                    
NET ASSETS:                                                                                                                         
 Beginning of year .....................   299,926    346,532   268,367   1,652,542   1,565,061  1,180,956    1,054,870     737,722 
                                          --------   --------  --------  ----------  ---------- ----------   ----------  ---------- 
 End of year ...........................  $292,029   $299,926  $346,532  $1,731,447  $1,652,542 $1,565,061   $1,575,716  $1,054,870 
                                          ========   ========  ========  ==========  ========== ==========   ==========  ========== 
                                                                                                                                    

                                     SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A9 THROUGH A14                                      

                                                              A5                                                                    
</TABLE>

<PAGE>



<TABLE>
<CAPTION>

                                                                             SUBACCOUNTS (CONTINUED)
                                          --------------------------------------------------------------------------------------
                                          STOCK INDEX           EQUITY INCOME                            NATURAL RESOURCES
                                          ---------- -----------------------------------     -----------------------------------
                                             1995        1997       1996         1995          1997         1996         1995
                                          ---------- ----------   ----------   ---------     ---------     --------    ---------
<S>                                       <C>        <C>          <C>         <C>            <C>           <C>         <C>
OPERATIONS:                               
 Net investment income (loss) ..........  $  5,799   $   19,529   $   24,042   $   26,640    $  (3,682)    $ (2,035)   $     225
 Capital gains distributions              
   received ............................     4,961      152,241       37,439       46,824       47,548       55,713       14,350
 Realized gain (loss) on shares           
  redeemed [average cost basis] ........    20,663       39,726       33,765        7,776       21,682       10,746       12,359
 Net change in unrealized gain            
  (loss) on investments ................   131,836      206,374      106,009       85,258     (130,229)      25,357       47,533
                                          --------   ----------   ----------   ----------    ---------     --------    ---------
NET INCREASE (DECREASE) IN NET            
 ASSETS RESULTING FROM OPERATIONS ......   163,259      417,870      201,255      166,498      (64,681)      89,781       74,467
                                          --------   ----------   ----------   ----------    ---------     --------    ---------
NET INCREASE (DECREASE) IN NET ASSETS     
 RESULTING FROM PREMIUM PAYMENTS          
 AND OTHER OPERATING TRANSFERS            
 [Note 7] ..............................   100,961       72,388     (102,250)     222,468     (169,755)     243,946     (134,408)
                                          --------   ----------   ----------   ----------    ---------     --------    ---------
NET INCREASE (DECREASE) IN NET            
 ASSETS RESULTING FROM EQUITY             
 TRANSFERS [Note 8] ....................   (32,188)      12,335      (29,880)      18,457        2,927      (53,149)      30,885
                                          --------   ----------   ----------   ----------    ---------     --------    ---------
TOTAL INCREASE (DECREASE)                 
 IN NET ASSETS .........................   232,032      502,593       69,125      407,423     (231,509)     280,578      (29,056)
                                          
                                          
NET ASSETS:                               
 Beginning of year .....................   505,690    1,181,173    1,112,048      704,625      589,162      308,584      337,640
                                          --------   ----------   ----------   ----------    ---------     --------    ---------
 End of year ...........................  $737,722   $1,683,766   $1,181,173   $1,112,048    $ 357,653     $589,162    $ 308,584
                                          ========   ==========   ==========   ==========    =========     ========    =========
                                          

                                       SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A9 THROUGH A14

                                                                  A6
</TABLE>

<PAGE>


                       FINANCIAL STATEMENTS OF PRUCO LIFE
               OF NEW JERSEY SINGLE PREMIUM VARIABLE LIFE ACCOUNT

STATEMENTS OF CHANGES IN NET ASSETS
For the years ended December 31, 1997, 1996 and 1995

<TABLE>
<CAPTION>

                                                                           SUBACCOUNTS (CONTINUED)                                  
                                            ----------------------------------------------------------------------------------------
                                                            GLOBAL                    GOVERNMENT INCOME        ZERO COUPON BOND 2005
                                            -------------------------------  -------------------------------   ---------------------
                                                1997       1996        1995     1997      1996       1995        1997        1996   
                                            ----------  --------   --------  --------   --------    --------   --------    -------- 
<S>                                         <C>         <C>        <C>       <C>        <C>         <C>        <C>         <C>      
OPERATIONS:
 Net investment income (loss) ............. $  (1,019)  $ 11,265   $  3,066  $  8,505   $  8,781    $ 10,421   $  4,020    $  4,542 
 Capital gains distributions received .....    29,175     13,311     11,123         0          0           0      1,907       1,247 
 Realized gain (loss) on shares redeemed
  [average cost basis] ....................    85,779     16,057      5,316      (655)       144        (889)     1,286       1,156 
 Net change in unrealized gain (loss) on
 investments ..............................   (47,732)    86,388     30,138     4,796     (7,299)     27,507        661      (8,307)
                                            ---------   --------   --------  --------   --------   ---------   --------    -------- 
NET INCREASE (DECREASE) IN NET ASSETS
 RESULTING FROM OPERATIONS ................    66,203    127,021     49,643    12,646      1,626      37,039      7,874      (1,362)
                                            ---------   --------   --------  --------   --------   ---------   --------    -------- 
NET INCREASE (DECREASE) IN NET ASSETS
 RESULTING FROM PREMIUM PAYMENTS
 AND OTHER OPERATING TRANSFERS
 [Note 7] .................................  (293,076)    62,567    290,860    20,720    (16,098)    (80,153)   (10,956)    (11,155)
                                            ---------   --------   --------  --------   --------   ---------   --------    -------- 

NET INCREASE (DECREASE) IN NET ASSETS
 RESULTING FROM EQUITY TRANSFERS

 [Note 8] .................................   (13,963)    14,160    (39,696)   (3,748)     1,190     (21,183)   (20,950)     16,343 
                                            ---------   --------   --------  --------   --------   ---------   --------    -------- 
TOTAL INCREASE (DECREASE) IN NET
 ASSETS ...................................  (240,836)   203,748    300,807    29,618    (13,282)    (64,297)   (24,032)      3,826 


NET ASSETS:
 Beginning of year ........................   845,703    641,955    341,148   170,205    183,487     247,784    115,536     111,710 
                                            ---------   --------   --------  --------   --------   ---------   --------    -------- 
 End of year .............................. $ 604,867   $845,703   $641,955  $199,823   $170,205   $ 183,487   $ 91,504    $115,536 
                                            =========   ========   ========  ========   ========   =========   ========    ======== 
                                                                                                                                    


                                     SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A9 THROUGH A14                                      

                                                             A7                                                                     

</TABLE>


<PAGE>


<TABLE>
<CAPTION>

                                                                                SUBACCOUNTS (CONTINUED)
                                            -------------------------------------------------------------------------------------
                                            ZERO COUPON BOND 2005         PRUDENTIAL JENNISON*     SMALL CAPITALIZATION STOCK*
                                            --------------------- -----------------------------  --------------------------------
                                                 1995                1997      1996      1995      1997        1996        1995
                                            ------------          --------- --------  ---------  -------     --------    --------
<S>                                             <C>               <C>       <C>       <C>         <C>         <C>        <C> 
OPERATIONS:                                                       
 Net investment income (loss) .............     $  4,414          $ (4,031) $ (2,274) $   (855)   $ (2,375)   $   (592)  $   (153)
 Capital gains distributions received .....        2,195            30,119         0         0      31,445       2,969      1,003
 Realized gain (loss) on shares redeemed                          
  [average cost basis] ....................        7,462            15,281    19,426       (81)     41,012       8,078          0
 Net change in unrealized gain (loss) on                          
 investments ..............................       13,800            41,164     6,197     8,465      13,028       8,362      4,644
                                                --------          --------  --------  --------    --------    --------   --------
NET INCREASE (DECREASE) IN NET ASSETS                             
 RESULTING FROM OPERATIONS ................       27,871            82,533    23,349     7,529      83,110      18,817      5,494
                                                --------          --------  --------  --------    --------    --------   --------
NET INCREASE (DECREASE) IN NET ASSETS                             
 RESULTING FROM PREMIUM PAYMENTS                                  
 AND OTHER OPERATING TRANSFERS                                    
 [Note 7] .................................      (15,081)          208,124    (8,785)  221,057     189,313      76,342     95,349
                                                --------          --------  --------  --------    --------    --------   --------
                                                                  
NET INCREASE (DECREASE) IN NET ASSETS                             
 RESULTING FROM EQUITY TRANSFERS                                  
                                                                  
 [Note 8] .................................         (898)          (15,249)    2,584    11,801       6,997     (19,680)    13,141
                                                --------          --------  --------  --------    --------    --------   --------
TOTAL INCREASE (DECREASE) IN NET                                  
 ASSETS ...................................       11,892           275,408    17,148   240,387     279,420      75,479    113,984
                                                                  
                                                                  
NET ASSETS:                                                       
 Beginning of year ........................       99,818           257,535   240,387         0     189,463     113,984          0
                                                --------          --------  --------  --------    --------    --------   --------
 End of year ..............................     $111,710          $532,943  $257,535  $240,387    $468,883    $189,463   $113,984
                                                ========          ========  ========  ========    ========    ========   ========
                                                               
* Commenced Business on 5/1/95


                                         SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A9 THROUGH A14

                                                             A8

</TABLE>

<PAGE>

                        NOTES TO FINANCIAL STATEMENTS OF
          PRUCO LIFE OF NEW JERSEY SINGLE PREMIUM VARIABLE LIFE ACCOUNT
                      FOR THE YEAR ENDED DECEMBER 31, 1997

NOTE 1: GENERAL

        Pruco Life of New Jersey Single Premium Variable Life Account ("the
        Account") was established on April 15, 1985 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 sales of the Pruco Life of New Jersey Discovery Life Plus
        product are invested in the Account as directed by the Contract
        owners.

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

NOTE 2: SIGNIFICANT ACCOUNTING POLICIES

        The financial statements are prepared in conformity with generally
        accepted accounting principles (GAAP). The preparation of the
        financial statements in conformity with GAAP requires management to
        make estimates and assumptions that affect the reported amounts and
        disclosures. Actual results could differ from those estimates.
        Investments--The investments in shares of the Series Fund are stated
        at the net asset value of the respective portfolio.

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

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

        Equity of Pruco Life Insurance Company of New Jersey--Pruco Life of New
        Jersey maintains a position in the Account for liquidity purposes
        including unit purchases and redemptions, fund share transactions, and
        expense processing. Pruco Life of New Jersey monitors the balance daily
        and transfers funds based upon anticipated activity. At times, Pruco
        Life of New Jersey may owe an amount to the Account which is reflected
        in the Account's Statements of Net Assets as a receivable from Pruco
        Life of New Jersey. The receivable does not have an effect on the
        Contract owner's account or the related unit value.


                                       A9

<PAGE>

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

        The net asset value per share for each portfolio of the Series Fund,
        the number of shares of each portfolio held by the subaccounts of
        the Account and the aggregate cost of investments in such shares at
        December 31, 1997 were as follows:

<TABLE>
<CAPTION>

                                                                                      PORTFOLIOS
                                                       --------------------------------------------------------------------------
                                                          MONEY       DIVERSIFIED                      FLEXIBLE     CONSERVATIVE
                                                         MARKET          BOND           EQUITY          MANAGED       BALANCED
                                                       ----------     -----------      ---------       ---------    ------------
            <S>                                        <C>             <C>             <C>            <C>             <C>
            Number of Shares:                             192,582         252,967         270,978         675,663       1,094,102
            Net asset value per share:                 $ 10.00000      $ 11.02185      $ 31.06909     $  17.28029     $  14.97022
            Cost:                                      $1,925,820      $2,720,333      $5,911,829     $10,738,885     $15,328,148

<CAPTION>

                                                                                PORTFOLIOS (CONTINUED)
                                                       ---------------------------------------------------------------------------
                                                          ZERO
                                                         COUPON       HIGH YIELD         STOCK          EQUITY          NATURAL
                                                        BOND 2000        BOND            INDEX          INCOME         RESOURCES
                                                       ----------     ----------       ----------      ----------      ----------
            <S>                                        <C>             <C>             <C>             <C>              <C>
            Number of Shares:                              23,164         212,590          51,343          75,167          23,461
            Net asset value per share:                  $12.60686      $  8.14453      $ 30.21956      $ 22.38737       $15.24426
            Cost:                                       $ 287,509      $1,739,874      $1,084,383      $1,304,971       $ 422,137

<CAPTION>

                                                                                PORTFOLIOS (CONTINUED)
                                                        --------------------------------------------------------------------------
                                                                                          ZERO                           SMALL
                                                                       GOVERNMENT        COUPON        PRUDENTIAL   CAPITALIZATION
                                                         GLOBAL          INCOME         BOND 2005       JENNISON         STOCK
                                                        ---------      ----------       ---------      ----------   --------------
            <S>                                         <C>             <C>             <C>             <C>             <C>
            Number of Shares:                              33,747          17,341           7,161          30,000          28,910
            Net asset value per share:                  $17.92348       $11.52286       $12.59597       $17.73151       $15.93104
            Cost:                                       $ 556,528       $ 198,915       $  83,868       $ 476,121       $ 434,539

</TABLE>

NOTE 4: CONTRACT OWNER UNIT INFORMATION

        Outstanding Contract owner units, unit values and total value of
        Contract owner equity at December 31, 1997 were as follows:

<TABLE>
<CAPTION>

                                                                                      SUBACCOUNTS
                                                   -------------------------------------------------------------------------------
                                                         MONEY        DIVERSIFIED                      FLEXIBLE     CONSERVATIVE
                                                        MARKET           BOND           EQUITY          MANAGED       BALANCED
                                                   --------------  --------------  -------------    -------------   -------------
            <S>                                    <C>             <C>             <C>             <C>             <C> 
            Contract Owner Units Outstanding .....  1,097,585.834   1,143,152.885   1,633,313.294   3,278,620.364   5,542,901.288
            Unit Value ........................... $      1.74052  $      2.43773  $      5.16684  $      3.56223  $      2.95758
                                                   --------------  --------------  --------------  --------------  --------------
            TOTAL CONTRACT OWNER EQUITY .......... $    1,910,370  $    2,786,698  $    8,439,068  $   11,679,200  $   16,393,574
                                                   ==============  ==============  ==============  ==============  ==============
<CAPTION>

                                                                                 SUBACCOUNTS (CONTINUED)
                                                   -------------------------------------------------------------------------------
                                                          ZERO
                                                         COUPON       HIGH YIELD         STOCK          EQUITY          NATURAL
                                                        BOND 2000        BOND            INDEX          INCOME         RESOURCES
                                                   --------------  --------------  --------------  --------------  ---------------
           <S>                                     <C>             <C>             <C>             <C>             <C> 
           Contract Owner Units Outstanding ......    107,732.439     753,473.546     415,136.416     413,686.390      144,556.18
           Unit Value ...........................  $      2.69316  $      2.29483  $      3.79566  $      4.07015  $      2.46812
                                                   --------------  --------------  --------------  --------------  --------------
           TOTAL CONTRACT OWNER EQUITY ..........  $      290,141  $    1,729,094  $    1,575,716  $    1,683,766  $      356,782
                                                   ==============  ==============  ==============  ==============  ==============

<CAPTION>

                                                                                 SUBACCOUNTS (CONTINUED)
                                                   -------------------------------------------------------------------------------
                                                                                         ZERO                           SMALL
                                                                      GOVERNMENT        COUPON       PRUDENTIAL    CAPITALIZATION
                                                        GLOBAL          INCOME         BOND 2005      JENNISON          STOCK
                                                   --------------  --------------  --------------  --------------  ---------------
            <S>                                    <C>             <C>             <C>             <C>             <C> 
           Contract Owner Units Outstanding ......    436,722.702     105,730.195      40,868.165     291,330.208     269,606.194
           Unit Value ...........................  $      1.37955  $      1.87287  $      2.23900  $      1.82934  $      1.73914
                                                   --------------  --------------  --------------  --------------  --------------
           TOTAL CONTRACT OWNER EQUITY ..........  $      602,481  $      198,019  $       91,504  $      532,943  $      468,883
                                                   ==============  ==============  ==============  ==============  ==============

</TABLE>


                                       A10

<PAGE>

NOTE 5: CHARGES AND EXPENSES

        A. Mortality Risk and Expense Risk Charges

           The mortality risk and expense risk charges at an effective annual
           rate of 0.90% are applied daily against the net assets representing
           equity of Contract owners held in each subaccount. Mortality risk is
           that Contract owners may not live as long as estimated and expense
           risk is that the cost of issuing and administering the policies may
           exceed the estimated expenses. For 1997, the amount of these charges
           paid to Pruco Life of New Jersey was $427,432.

        B. Administration Charges

           The administration charges at an effective annual rate of 0.35% are
           applied daily against the net assets representing equity of Contract
           owners held in each subaccount. Administrative charges include costs
           associated with issuing the Contract, establishing and maintaining
           records, and providing reports to Contract owners. For 1997, the
           amount of these charges paid to Pruco Life of New Jersey was
           $166,677.

        C. Expense Reimbursement

           The Account is reimbursed by Pruco Life of New Jersey for expenses in
           excess of 0.40% of the average daily net assets incurred by the Money
           Market, Diversified Bond, Equity, Flexible Managed, Conservative
           Balanced, and Zero Coupon Bond 2000 Portfolios of the Series Fund. In
           addition, the Account is reimbursed by Pruco Life of New Jersey on a
           non-guaranteed basis, for expenses incurred by the Series Fund in
           excess of the effective rate of 0.40% of the average daily net assets
           of the Zero Coupon Bond 2005 Portfolio. For 1997, the amount of these
           reimbursements totaled $61,246.

        D. Deferred Sales Charge

           Subsequent to a Contract owner redemption, a deferred sales charge is
           imposed upon surrender of certain variable life insurance contracts
           to compensate Pruco Life of New Jersey for sales and other marketing
           expenses. The amount of any sales charge will depend on the number of
           years that have elapsed since the Contract was issued. No sales
           charge will be imposed after the sixth year of the Contract. No sales
           charge will be imposed on death benefits. For 1997, the amount of
           these charges paid to Pruco Life of New Jersey was $4,638.

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 Pruco Life of New Jersey'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.


                                      A11

<PAGE>

NOTE 7: NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM PREMIUM
        PAYMENTS AND OTHER OPERATING TRANSFERS
 
        The following amounts represent components of Contract owner activity 
        for the year ended December 31, 1997:

<TABLE>
<CAPTION>

                                                                                        SUBACCOUNTS
                                                          -----------------------------------------------------------------------
                                                              MONEY      DIVERSIFIED                    FLEXIBLE    CONSERVATIVE
                                                             MARKET         BOND          EQUITY         MANAGED      BALANCED
                                                          ------------   -----------    ----------     ----------   -------------
            <S>                                           <C>             <C>           <C>            <C>          <C> 
            Contract Owner Net Payments ................  $      995      $   1,169     $   5,305      $  31,012    $     25,755
            Policy Loans ...............................  $  (18,827)     $ (47,894)    $(202,847)     $(228,588)   $   (532,693)
            Policy Loan Repayments and Interest ........  $   25,325      $  73,309     $ 233,014      $ 273,750    $    430,142
            Surrenders, Withdrawals, and Death Benefits   $ (216,097)     $(409,153)    $(552,988)     $(676,443)   $ (1,891,937)
            Net Transfers From (To) Other Subaccounts or
             Fixed Rate Options ........................  $   85,301      $ (27,321)    $ 110,155      $(389,999)   $   (161,017)
            Administrative and Other Charges ...........  $  (13,768)     $ (19,588)    $ (56,752)     $ (77,779)   $   (117,856)

<CAPTION>

                                                                                  SUBACCOUNTS (CONTINUED)
                                                          -----------------------------------------------------------------------
                                                              ZERO          HIGH
                                                           COUPON BOND      YIELD          STOCK         EQUITY        NATURAL
                                                              2000          BOND           INDEX         INCOME       RESOURCES
                                                          ------------   -----------    ----------     ----------   -------------
            <S>                                           <C>             <C>           <C>            <C>          <C> 
            Contract Owner Net Payments ................  $     --        $   15,835    $   62,355     $      119   $        111
            Policy Loans ...............................  $   (2,489)     $  (55,694)   $  (24,090)    $  (35,247)  $     (6,301)
            Policy Loan Repayments and Interest ........  $    2,826      $   22,039    $   11,027     $   17,209   $     12,054
            Surrenders, Withdrawals, and Death Benefits   $  (23,967)     $ (145,247)   $ (141,482)    $  (31,496)  $    (99,530)
            Net Transfers From (To) Other Subaccounts or
             Fixed Rate Options ........................  $       67      $   63,760    $  248,431     $  131,368   $    (72,752)
            Administrative and Other Charges ...........  $   (2,062)     $  (12,315)   $   (8,902)    $   (9,565)  $     (3,337)

<CAPTION>

                                                                                  SUBACCOUNTS (CONTINUED)
                                                          -----------------------------------------------------------------------
                                                                                           ZERO                         SMALL
                                                                         GOVERNMENT     COUPON BOND    PRUDENTIAL  CAPITALIZATION
                                                             GLOBAL        INCOME          2005         JENNISON        STOCK
                                                          ------------   -----------    ----------     ----------   -------------
            <S>                                           <C>             <C>           <C>            <C>          <C> 
            Contract Owner Net Payments ................  $    7,919      $     --      $    --        $    3,729   $      3,727
            Policy Loans ...............................  $   (9,778)     $     (585)   $    --        $   (2,193)  $     (7,801)
            Policy Loan Repayments and Interest ........  $    7,391      $      570    $    5,102     $    3,690   $     11,951
            Surrenders, Withdrawals, and Death Benefits   $      (24)     $      (13)   $  (12,957)    $  (32,958)  $   (152,820)
            Net Transfers From (To) Other Subaccounts or
             Fixed Rate Options ........................  $ (292,955)     $   21,766    $   (2,024)    $  238,344   $    336,751
            Administrative and Other Charges ...........  $   (5,629)     $   (1,018)   $   (1,077)    $   (2,488)  $     (2,495)

</TABLE>


NOTE 8: NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM EQUITY TRANSFERS

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


                                      A12

<PAGE>

NOTE 9: UNIT ACTIVITY

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

<TABLE>
<CAPTION>

                                                                            SUBACCOUNTS
                                   -----------------------------------------------------------------------------------------------
                                                 MONEY                      DIVERSIFIED
                                                MARKET                         BOND                             EQUITY
                                   -------------------------------   ----------------------------    -----------------------------
                                         1997           1996             1997            1996            1997            1996
                                   --------------  ---------------   ------------    ------------    ------------    -------------
<S>                                <C>             <C>               <C>             <C>             <C>             <C>
Contract Owner Contributions:         924,444.578     770,463.206      37,990.936      44,945.176     121,423.948     193,180.694
Contract Owner Redemptions:        (1,004,730.518) (1,186,528.661)   (222,445.803)   (144,478.958)   (215,744.862)   (294,416.910)

<CAPTION>

                                                                      SUBACCOUNTS (CONTINUED)
                                   -----------------------------------------------------------------------------------------------
                                                                                                              ZERO COUPON
                                               FLEXIBLE                    CONSERVATIVE                           BOND
                                                MANAGED                      BALANCED                             2000
                                   ------------------------------  ------------------------------     ----------------------------
                                         1997          1996            1997            1996              1997            1996
                                   --------------  --------------  ------------    --------------     ------------    ------------
<S>                                  <C>             <C>           <C>               <C>              <C>             <C>   
Contract Owner Contributions:         143,246.063     195,494.663     204,624.041     275,196.277       1,120.294       1,386.569
Contract Owner Redemptions:          (464,816.699)   (548,496.946) (1,017,305.959)   (869,449.404)    (11,054.287)    (19,752.339)

<CAPTION>

                                                                      SUBACCOUNTS (CONTINUED)
                                   -----------------------------------------------------------------------------------------------
                                              HIGH YIELD                       STOCK                            EQUITY
                                                 BOND                          INDEX                            INCOME
                                   ------------------------------  ------------------------------     ----------------------------
                                         1997            1996            1997            1996             1997            1996
                                   --------------  --------------  ---------------   ------------     ------------   -------------
Contract Owner Contributions:          51,563.469      73,459.564     159,485.724     175,960.495      85,762.305      84,060.417
Contract Owner Redemptions:          (106,258.618)   (107,775.429)   (116,893.819)   (112,058.922)    (67,566.338)   (123,885.778)

<CAPTION>

                                                                      SUBACCOUNTS (CONTINUED)
                                   -----------------------------------------------------------------------------------------------
                                                NATURAL                                                       GOVERNMENT
                                               RESOURCES                      GLOBAL                            INCOME
                                   -------------------------------   ----------------------------    ----------------------------- 
                                         1997             1996            1997           1996            1997             1996
                                   --------------  ---------------   ------------    ------------    ------------    -------------
Contract Owner Contributions:          63,145.985     114,750.436     161,640.541     225,664.073      24,481.992       2,764.920
Contract Owner Redemptions:          (127,875.804)    (23,154.417)   (358,282.986)   (173,474.487)    (14,055.480)    (12,256.635)

<CAPTION>

                                                                      SUBACCOUNTS (CONTINUED)
                                   -----------------------------------------------------------------------------------------------
                                              ZERO COUPON
                                                 BOND                       PRUDENTIAL                     SMALL CAPITALIZATION
                                                 2005                        JENNSION                             STOCK
                                   -------------------------------  ------------------------------     ---------------------------
                                          1997            1996            1997            1996            1997            1996
                                   --------------  ---------------  ------------      ------------     ------------   ------------
Contract Owner Contributions:           2,517.502       9,007.283     229,342.679     191,489.532     395,532.863      136,383.183
Contract Owner Redemptions:            (8,108.196)    (13,949.962)   (109,538.821)   (205,417.047)   (266,381.317)     (81,878.579)


</TABLE>

                                       A13

<PAGE>

NOTE 10: PURCHASES AND SALES OF INVESTMENTS

         The aggregate costs of purchases and proceeds from sales of
         investments in the Series Fund were as follows:

<TABLE>
<CAPTION>

                                                                                      PORTFOLIOS
                                                     ------------------------------------------------------------------------------
                                                         MONEY        DIVERSIFIED                      FLEXIBLE       CONSERVATIVE
                                                        MARKET           BOND           EQUITY          MANAGED         BALANCED
                                                     -------------   ------------    ------------    -----------    ----------------
            <S>                                      <C>             <C>             <C>             <C>             <C> 
            For the year ended December 31, 1997
             Purchases ............................  $  1,346,000    $         --    $    341,000    $    153,000    $     87,000
             Sales ................................  $ (1,569,000)   $   (467,000)   $   (907,000)   $ (1,412,000)   $ (2,811,000)

<CAPTION>

                                                                                PORTFOLIOS (CONTINUED)
                                                     ------------------------------------------------------------------------------
                                                      ZERO COUPON
                                                         BOND         HIGH YIELD         STOCK          EQUITY         NATURAL
                                                         2000            BOND            INDEX          INCOME        RESOURCES
                                                     -------------   ------------    ------------    -----------    ----------------
            <S>                                      <C>             <C>             <C>             <C>             <C> 
            For the year ended December 31, 1997     
             Purchases ............................  $         --    $     76,000    $    480,000    $    251,000    $    166,000
             Sales ................................  $    (28,000)   $   (208,000)   $   (349,000)   $   (185,000)   $   (339,000)

<CAPTION>

                                                                                PORTFOLIOS (CONTINUED)
                                                     ------------------------------------------------------------------------------
                                                                                      ZERO COUNON                       SMALL
                                                                      GOVERNMENT         BOND         PRUDENTIAL    CAPITALIZATION
                                                        GLOBAL          INCOME           2005          JENNISON         STOCK
                                                     -------------   ------------    ------------    -----------    ----------------
            <S>                                      <C>             <C>             <C>             <C>             <C> 
            For the year ended December 31, 1997
             Purchases ............................  $    167,000    $     42,000    $         --    $    352,000    $    558,000
             Sales ................................  $   (484,000)   $    (27,000)   $    (34,000)   $   (165,000)   $   (375,000)

</TABLE>


                                       A14

<PAGE>

                        REPORT OF INDEPENDENT ACCOUNTANTS


To the Contract Owners of the
Pruco Life of New Jersey Single Premium Variable Life 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 Money Market, Diversified Bond,
Equity, Flexible Managed, Conservative Balanced, Zero Coupon Bond 2000, High
Yield Bond, Stock Index, Equity Income, Natural Resources, Global, Government
Income, Zero Coupon Bond 2005, Prudential Jennison and Small Capitalization
Stock Subaccounts of the Pruco Life of New Jersey Single Premium Variable Life
Account at December 31, 1997, the results of each of their operations for the
year then ended and the changes in each of their net assets for each of the two
years in the period then ended, in conformity with generally accepted accounting
principles. These financial statements are the responsibility of Pruco Life
Insurance Company of New Jersey's management; our responsibility is to express
an opinion on these financial statements based on our audits. We conducted our
audits of these financial statements in accordance with generally accepted
auditing standards which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits, which included confirmation of shares owned in The Prudential Series
Fund, Inc. at December 31, 1997, provide a reasonable basis for the opinion
expressed above.

PRICE WATERHOUSE LLP
New York, New York
March 20, 1998


                                       A15
<PAGE>

                          INDEPENDENT AUDITORS' REPORT


To the Contract Owners of
Pruco Life of New Jersey Single
Premium Variable Life Account and the
Board of Directors of
The Prudential Insurance Company of America
Newark, New Jersey


We have audited the accompanying statements of changes in net assets of Pruco
Life of New Jersey Single Premium Variable Life Account of Pruco Life Insurance
Company of New Jersey (comprising, respectively, the Money Market, Diversified
Bond, Equity, Flexible Managed, Conservative Balanced, Zero Coupon Bond 2000,
High Yield Bond, Stock Index, Equity Income, Natural Resources, Global,
Government Income, Zero Coupon Bond 2005, Prudential Jennison, and Small
Capitalization Stock subaccounts) for the periods presented in the year ended
December 31, 1995. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

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

In our opinion, such financial statements present fairly, in all material
respects, the changes in net assets of each of the respective subaccounts
constituting the Pruco Life of New Jersey Single Premium Variable Life Account
for the respective stated periods in conformity with generally accepted
accounting principles.


Deloitte & Touche LLP
Parsippany, New Jersey
February 15, 1996



                                      A16


<PAGE>





PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY

<TABLE>
<CAPTION>

STATEMENTS OF FINANCIAL POSITION
DECEMBER 31, 1997 AND 1996 (IN THOUSANDS)
- ---------------------------------------------------------------------------------------------------------------------


                                                                                 1997                    1996
                                                                          -------------------      ------------------
<S>                                                                               <C>                     <C>   
ASSETS
Fixed maturities
    Available for sale, at fair value (amortized cost, 1997: $585,109;           
and 1996: $551,728)                                                               $  592,361              $  555,898
Policy loans                                                                         127,306                 113,918
Short-term investments                                                                52,464                  17,002
                                                                          -------------------      ------------------
               Total investments                                                     772,131                 686,818
Cash                                                                                       3                   3,928
Deferred policy acquisition costs                                                    101,625                 106,965
Accrued investment income                                                             14,075                  12,908
Other assets                                                                           4,037                   1,736
Separate Account assets                                                            1,110,561                 883,261
                                                                          -------------------      ------------------
TOTAL ASSETS                                                                      $2,002,432              $1,695,616
                                                                          ===================      ==================

LIABILITIES AND STOCKHOLDER'S EQUITY
Liabilities
Policyholders' account balances                                                   $  379,744              $  375,448
Future policy benefits and other policyholder liabilities                            108,077                 100,663
Cash collateral for loaned securities                                                 33,663                       -
Income taxes payable                                                                  12,963                   1,970
Deferred income tax liability                                                         22,188                  24,175
Payable to affiliates                                                                  4,307                   6,059
Other liabilities                                                                     17,103                  11,990
Separate Account liabilities                                                       1,108,994                 880,065
                                                                          -------------------      ------------------
TOTAL LIABILITIES                                                                  1,687,039               1,400,370
                                                                          -------------------      ------------------
CONTINGENCIES -(SEE NOTE 10)
STOCKHOLDER'S EQUITY
Common stock, $5 par value;
        400,000 shares, authorized;
        issued and outstanding at
        December 31, 1997 and 1996                                                     2,000                   2,000
Paid-in-capital                                                                      125,000                 125,000
Retained earnings                                                                    185,437                 166,214
Net unrealized investment gains                                                        2,956                   2,032
                                                                          -------------------      ------------------
TOTAL STOCKHOLDER'S EQUITY                                                           315,393                 295,246
                                                                          -------------------      ------------------
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY                                        $2,002,432              $1,695,616
                                                                          ===================      ==================
</TABLE>



                        See Notes to Financial Statements


                                       B-1
<PAGE>

PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY


<TABLE>
<CAPTION>

STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 1997, 1996, AND 1995 (IN THOUSANDS)
- ----------------------------------------------------------------------------------------------------------------------------------


                                                                   1997               1996               1995
                                                            ------------------- ------------------ ------------------
<S>                                                               <C>                <C>                <C>       
REVENUES

Premiums                                                          $    1,105         $    1,345         $    1,042
Policy charges and fee income                                         56,382             58,571             59,515
Net investment income                                                 46,324             43,784             43,530
Realized investment gains, net                                         1,707              1,221              3,592
Other income                                                           5,286              4,047              3,900
                                                            ------------------- ------------------ ------------------

TOTAL REVENUES                                                       110,804            108,968            111,579
                                                            ------------------- ------------------ ------------------

BENEFITS AND EXPENSES

Policyholders' benefits                                               33,999             28,653             26,331
Interest credited to policyholders' account balances                  19,372             20,069             21,364
General, administrative and other expenses                            27,236             12,848             21,881
                                                            ------------------- ------------------ ------------------

TOTAL BENEFITS AND EXPENSES                                           80,607             61,570             69,576
                                                            ------------------- ------------------ ------------------

Income from operations before income taxes                            30,197             47,398             42,003
                                                            ------------------- ------------------ ------------------

Income taxes
      Current                                                         13,279             12,682             15,248
      Deferred                                                        (2,305)             2,929               (246)
                                                            ------------------- ------------------ ------------------

Total income taxes                                                    10,974             15,611             15,002
                                                            ------------------- ------------------ ------------------

NET INCOME                                                         $  19,223          $  31,787          $  27,001
                                                            =================== ================== ==================


</TABLE>






                        See Notes to Financial Statements

                                       B-2
<PAGE>


PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY

STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY
YEARS ENDED DECEMBER 31, 1997, 1996, AND 1995 (IN THOUSANDS)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>

                                                                                        NET UNREALIZED            TOTAL
                                                                           RETAINED       INVESTMENT          STOCKHOLDER'S
                                  COMMON STOCK    PAID-IN-CAPITAL          EARNINGS          GAINS               EQUITY
                              ----------------    ----------------      ------------    -------------        --------------

<S>                                     <C>              <C>               <C>               <C>                  <C>              
BALANCE, JANUARY 1, 1995                $2,000            $125,000          $107,426         $(11,189)             $223,237

  Net income                                --                  --            27,001               --                27,001

  Change in net
   unrealized                                
   investment gains                         --                  --                --           17,777                17,777
                              ----------------    ----------------      ------------    -------------        --------------

BALANCE, DECEMBER 31, 1995               2,000             125,000           134,427            6,588               268,015

  Net income                                --                  --            31,787               --                31,787

  Change in net
   unrealized
   investment gains                         --                  --                --           (4,556)              (4,556)
                              ----------------    ----------------      ------------    -------------        --------------

BALANCE,  DECEMBER 31, 1996              2,000             125,000           166,214            2,032               295,246

  Net income                                --                  --            19,223                                 19,223

  Change in net
   unrealized                               --                  --                --              924                   924
   investment gains
                              ----------------    ----------------      ------------    -------------        --------------

BALANCE, DECEMBER 31, 1997              $2,000            $125,000          $185,437         $  2,956              $315,393
                              ================    ================      ============    =============        ==============
</TABLE>



                        See Notes to Financial Statements

                                       B-3
<PAGE>


PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY

STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1997, 1996, AND 1995 (IN THOUSANDS)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>


                                                                             1997             1996            1995
                                                                      --------------- --------------- --------------
<S>                                                                         <C>             <C>            <C>     
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                                                  $  19,223       $  31,787      $  27,001
Adjustments to reconcile net income to net cash provided by
     operating activities:
     Policy charges and fee income                                             (7,841)         (9,963)       (11,931)
     Interest credited to policyholders' account balances                      19,372          20,069         21,364
     Net decrease (increase) in Separate Accounts                               1,629          (1,335)           260
     Realized investment gains, net                                            (1,707)         (1,221)        (3,592)
     Amortization and other non-cash items                                        521           8,908         (6,839)
     Change in:
         Future policy benefits and other policyholders' liabilities            7,414           8,618            900
         Accrued investment income                                             (1,167)         (1,329)          (317)
         Policy loans                                                         (13,388)        (15,724)       (12,917)
         Payable to affiliates                                                 (1,752)          4,300           (982)
         Deferred policy acquisition costs                                      5,340         (10,934)         9,074
         Income taxes payable                                                  10,993           1,970          8,328
         Deferred income tax liability                                         (1,987)            366          3,460
         Other, net                                                             2,812           4,669          1,024
                                                                      --------------- --------------- --------------
CASH FLOWS FROM OPERATING ACTIVITIES                                           39,462          40,181         34,833
                                                                      --------------- --------------- --------------
CASH FLOWS FROM INVESTING ACTIVITIES:
     Proceeds from the sale/maturity of:
         Fixed maturities:
             Available for sale                                               645,355         901,775        553,681
     Payments for the purchase of:
         Fixed maturities:
             Available for sale                                              (679,709)       (956,483)      (522,757)
     Cash collateral for loaned securities, net                                33,663               -              -
     Short term investments, net                                              (35,461)         28,306         (3,613)
                                                                      --------------- --------------- --------------
CASH FLOWS (USED IN) FROM INVESTING ACTIVITIES                                (36,152)        (26,402)        27,311
                                                                      --------------- --------------- --------------
CASH FLOWS FROM FINANCING ACTIVITIES:
     Policyholders' account balances:
          Deposits                                                            134,020          16,754         18,348
          Withdrawals                                                        (141,255)        (26,605)       (80,509)
                                                                      --------------- --------------- --------------
CASH FLOWS USED IN FINANCING ACTIVITIES                                        (7,235)         (9,851)       (62,161)
                                                                      --------------- --------------- --------------
     Net (decrease) increase in Cash                                           (3,925)          3,928            (17)
     Cash, beginning of year                                                    3,928               -             17
                                                                      --------------- --------------- --------------
CASH, END OF YEAR                                                            $      3       $   3,928       $      -
                                                                      =============== =============== ==============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
      Income taxes paid                                                      $  1,896       $  11,673       $  7,900
                                                                      =============== =============== ==============


</TABLE>







                        See Notes to Financial Statements

                                       B-4
<PAGE>

PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY

NOTES TO FINANCIAL STATEMENTS

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

1. BUSINESS

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

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

The only reportable industry segment of the Company is "Life Insurance."

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION 
The financial statements include the accounts of Pruco Life Insurance Company of
New Jersey, a stock life insurance company. The financial statements have been
prepared in accordance with generally accepted accounting principles ("GAAP").

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

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

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, are carried at amortized cost,
which approximates fair value.

REALIZED INVESTMENT GAINS, NET, are computed using the specific identification
method. Costs of fixed maturity are adjusted for impairments considered to be
other than temporary.

CASH 
Cash includes cash on hand.

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 such costs 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.

Acquisition costs related to interest-sensitive life products and
investment-type contracts are deferred and amortized in proportion to total
estimated gross profits arising principally from investment results, mortality
and expense margins and surrender charges based on historical and anticipated
future experience. Amortization periods range from 15 to 30 years. Amortization
of deferred policy acquisition costs was $14,176 thousand, $(2,183) thousand,
and $8,918 thousand for the years ended December 31, 1997, 1996, and 1995,
respectively. Deferred policy acquisition costs are analyzed to determine if
they are recoverable from future income, including investment income. If such
costs are determined to be unrecoverable, they are expensed at the time of
determination. The effect of revisions to estimated gross


                                       B-5
<PAGE>


PRUCO LIFE INSURANCE OF NEW JERSEY

NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

profits on unamortized deferred acquisition costs is reflected in earnings in
the period such estimated gross profits are revised.

FUTURE POLICY BENEFITS AND POLICYHOLDERS' ACCOUNT BALANCES
Future policy benefits includes reserves for annuities in payout status as well
as reserves for riders and supplemental benefits. Reserves for annuities in
payout status are generally calculated as the present value of estimated future
benefit payments and related expenses, using interest rates ranging from 6.5% to
8.75% The mortality assumption is generally the 1983 Individual Annuity
Mortality Table. Reserves for riders and supplemental benefits are calculated
using rates ranging from 2.5% to 7.25% and various mortality and morbidity
tables derived from company or industry experience.

For the above categories, premium deficiency reserves are established, if
necessary, when the liabilities for future policy benefits plus the present
value of expected future gross premiums are insufficient to provide for expected
future policy benefits and expenses.

Policyholders' account balances for interest-sensitive life and investment-type
contracts are equal to the policy account values. The policy account values
represent an accumulation of gross premium payments plus credited interest, less
expense and mortality charges and withdrawals. Interest crediting rates on life
insurance products range from 4.2% to 6.5% and on investment-type products range
from 4.0% to 7.0%.

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

These transactions are used to generate net investment income and facilitate
trading activity. These instruments are short-term in nature (usually 30 days or
less) and are collateralized principally by U.S. Government and mortgage-backed
securities. 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, pension
funds and other customers. The assets consist of 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 generally borne by the customers, except to the extent
of minimum guarantees made by the Company with respect to certain accounts. The
investment income and gains or losses for separate accounts generally accrue to
the policyholders and are not included in the Statement of Operations.
Mortality, policy administration and surrender charges on the accounts are
included in "Policy charges and fee income."

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

INSURANCE REVENUE AND EXPENSE RECOGNITION
Amounts received as payment for interest sensitive life, investment contracts
and deferred 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, surrender charges, and interest earned from the investment of these
account balances. Benefits and


                                       B-6
<PAGE>

PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY

NOTES TO FINANCIAL STATEMENTS

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

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

expenses for these products include claims in excess of related account
balances, expenses of contract administration, interest credited and
amortization of deferred policy acquisition costs.

DERIVATIVE FINANCIAL INSTRUMENTS
Derivatives include futures subject to market risk, all of which are used by the
Company in other than trading activities. Income and expenses related to
derivatives used to hedge are recorded on the accrual basis on the Statements of
Financial Position. Gains and losses relating to derivatives used to hedge the
risks associated with anticipated transactions are realized in "Realized
investment gains, net." If it is determined that the
transaction will not close, such gains and losses are included in "Realized
investment gains, net."

Derivatives held for purposes other than trading are primarily used to hedge or
reduce exposure to interest rates. Additionally, other than trading derivatives
are used to change the characteristics of the Company's asset/liability mix
consistent with the Company's risk management activities.

INCOME TAXES
The Company is a member of a group of affiliated companies which join in filing
a consolidated federal income tax return in addition to 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 which
management believes is more likely than not to be realized.

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

In June of 1997, FASB issued SFAS No. 130, "Reporting Comprehensive Income,"
which is effective for years beginning after December 15, 1997. This statement
defines comprehensive income as "the change in equity of a business enterprise
during a period from transactions and other events and circumstances from
non-owner sources, excluding investments by owners and distributions to owners"
and establishes standards for reporting and displaying comprehensive income and
its components in financial statements. The statement requires that the Company
classify items of other comprehensive income by their nature and display the
accumulated balance of other comprehensive income separately from retained
earnings in the equity section of the Statements of Financial Position. In
addition, reclassification of financial statements for earlier periods must be
provided for comparative purposes.

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



                                       B-7
<PAGE>


PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY

NOTES TO FINANCIAL STATEMENTS

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

3.  INVESTMENTS


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

<TABLE>
<CAPTION>


                                                                          1997
                                          --------------------------------------------------------------------
                                                                 Gross            Gross          Estimated
                                             Amortized        Unrealized       Unrealized           Fair
                                                Cost             Gains           Losses            Value
                                          ---------------  ----------------  --------------  ------------------
                                                                     (In Thousands)       
<S>                                         <C>                <C>               <C>            <C> 
FIXED MATURITIES AVAILABLE FOR SALE                                                          
U.S. Treasury securities and obligations                                                     
   of U.S. government corporations                                                           
          and agencies                      $  42,885          $    340          $   3          $   43,222
                                                                                             
                                                                                             
                                                                                             
Foreign government bonds                       38,332               551             --              38,883
                                                                                             
Corporate securities                          503,892             6,545            181             510,256
                                          --------------  -----------------  --------------  ------------------
Total fixed maturities available for sale   $ 585,109          $  7,436          $ 184          $  592,361
                                          ==============  =================  ==============  ==================
</TABLE>                                                      
                                                           
<TABLE>                                                    
<CAPTION>                                                  
                                                           
                                                           
                                                           
                                                                          1996
                                          --------------------------------------------------------------------
                                                                 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                      $  29,386          $      1          $   174        $   29,213
                                                                                               
                                                                                               
Foreign government bonds                       38,853               420               52            39,221
                                                                                               
Corporate securities                          483,439             5,108            1,133           487,414
                                                                                               
Mortgage-backed securities                         50                --               --                50
                                          --------------  -----------------  --------------  ------------------
Total fixed maturities available for sale   $ 551,728          $  5,529          $ 1,359        $  555,898
                                          ==============  =================  ==============  ==================
</TABLE>                                                        



                                       B-8
<PAGE>

PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY

NOTES TO FINANCIAL STATEMENTS

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

3.  INVESTMENTS (continued)

The amortized cost and estimated fair value of fixed maturities, categorized by
contractual maturity at December 31, 1997, are shown below:

                                               AVAILABLE FOR SALE
                                        ----------------------------------
                                                            ESTIMATED FAIR
                                         AMORTIZED COST         VALUE
                                        ----------------- -----------------
                                                 (IN THOUSANDS)

Due in one year or less                      $  28,866        $  28,987

Due after one year through five years          460,874          465,687

Due after five years through ten years          83,430           85,481

Due after ten years                             11,939           12,206
                                        ----------------- ----------------

Total                                        $ 585,109        $ 592,361
                                        ================= ================


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

Proceeds from the sale of fixed maturities available for sale during 1997, 1996,
and 1995 were $635,355 thousand, $854,758 thousand and $525,672 thousand,
respectively. Gross gains of $2,898 thousand, $3,942 thousand, and $6,349
thousand and gross losses of $1,191 thousand, $3,839 thousand, and $3,018
thousand were realized on those sales during 1997, 1996, and 1995, respectively.
Proceeds from maturities of fixed maturities available for sale during 1997,
1996, and 1995 were $10,000 thousand, $47,017 thousand, and $28,009 thousand,
respectively.

The following table describes the amortized cost and estimated fair value of
fixed maturity securities by agency rating equivalent as of December 31, 1997:

                                               AVAILABLE FOR SALE
                                        ----------------------------------
                                                            ESTIMATED FAIR
                                         AMORTIZED COST         VALUE
                                        ----------------- -----------------
                                                 (IN THOUSANDS)

AAA/AA/A                                     $ 310,409        $ 313,746

BBB                                            254,084          257,024

BB                                              20,616           21,591
                                        ----------------- ----------------

      Total                                  $ 585,109        $ 592,361
                                        ================= ================

SPECIAL DEPOSITS
Fixed maturities of $460 thousand and $459 thousand at December 31, 1997 and
1996, respectively, were on deposit with governmental authorities or trustees as
required by certain insurance laws.


                                       B-9
<PAGE>

PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY

NOTES TO FINANCIAL STATEMENTS

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

3.  INVESTMENTS (continued)

INVESTMENT INCOME AND INVESTMENT GAINS AND LOSSES

NET INVESTMENT INCOME arose from the following sources for the years ended
December 31:

<TABLE>
<CAPTION>

                                                      1997             1996              1995
                                               ----------------- ----------------- -----------------
                                                                   (In Thousands)

<S>                                                   <C>                <C>               <C>    
Fixed maturities - available for sale                 $37,563            $36,193           $36,861
Policy loans                                            6,596              5,761             5,029
Short-term investments                                  3,023              2,504             2,290
Other                                                     333                 28                51
                                               ----------------- ----------------- -----------------
Gross investment income                                47,515             44,486            44,231
Less investment expenses                               (1,191)              (702)             (701)
                                               ----------------- ----------------- -----------------
Net investment income                                 $46,324            $43,784           $43,530
                                               ================= ================= =================

</TABLE>


REALIZED INVESTMENT GAINS, NET, including charges for other than temporary
reductions in value, for the years ended December 31, were from the following
sources:

<TABLE>
<CAPTION>

                                                        1997                      1996                      1995
                                               ----------------------- ----------------------------  -----------------
                                                                             (In Thousands)
<S>                                                       <C>                     <C>                    <C>      
Fixed maturities - available for sale
Realized investment gains                                 $   2,898               $   5,232              $   6,785
Realized investment losses                                   (1,191)                 (4,011)                (3,193)
                                               ----------------------- ----------------------------  -----------------
Realized investment gains, net                            $   1,707               $   1,221              $   3,592
                                               ======================= ============================  =================
</TABLE>



NET UNREALIZED INVESTMENT GAINS are included in the statements of financial
position as a component of equity net of tax. Changes in these amounts for the
years ended December 31, are as follows:

<TABLE>
<CAPTION>

                                                         1997                     1996                     1995
                                               ----------------------- ----------------------------  -----------------
                                                                             (In Thousands)

<S>                                                       <C>                    <C>                     <C>       
 Balance, beginning of year                               $   2,032              $   6,588               $ (11,189)
 Changes in unrealized investment gains
 (losses) attributable to:
      Fixed maturities                                        3,082                (11,222)                 32,875
      Participating group annuity contracts                     332                 (1,175)                  1,387
      Deferred policy acquisition costs                      (2,170)                 5,277                  (6,486)
      Deferred federal income taxes                            (320)                 2,564                  (9,999)
                                               ----------------------- ----------------------------  -----------------
 Balance, end of year                                     $   2,956              $   2,032               $   6,588
                                               ======================= ============================  =================

</TABLE>



                                       B-10
<PAGE>

PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY

NOTES TO FINANCIAL STATEMENTS

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

4. INCOME TAXES

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

<TABLE>
<CAPTION>
                                                                1997              1996               1995
                                                      ------------------- -------------------- ----------------
                                                                             (In Thousands)
<S>                                                            <C>                   <C>               <C>    
     Current tax expense
        U.S.                                                   $12,880               $13,589           $13,868
        State and local                                            399                  (907)            1,380
                                                     ------------------- -------------------- -----------------
        Total                                                   13,279                12,682            15,248
                                                     ------------------- -------------------- -----------------

     Deferred tax expense (benefit):
        U.S.                                                    (2,305)                2,848              (239)
        State and local                                             --                    81                (7)
                                                     ------------------- -------------------- -----------------
        Total                                                   (2,305)                2,929              (246)
                                                     ------------------- -------------------- -----------------

     Total income tax expense                                  $10,974               $15,611           $15,002
                                                     =================== ==================== =================
</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>

                                                            1997                  1996                 1995
                                                     ------------------- -------------------- -----------------
                                                                             (In Thousands)
<S>                                                            <C>                   <C>               <C>    
     Expected federal income tax expense                       $10,569               $16,589           $14,702
     State income taxes                                            259                  (826)            1,373
     Other                                                         146                  (152)           (1,073)
                                                     ------------------- -------------------- -----------------
     Total income tax expense                                  $10,974               $15,611           $15,002
                                                     =================== ==================== =================

</TABLE>


                                       B-11
<PAGE>

PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY

NOTES TO FINANCIAL STATEMENTS

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


4.  INCOME TAXES (continued)

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

                                                  1997                        1996
                                           --------------------        --------------------
     Deferred income tax assets                           (In Thousands)
<S>                                                  <C>                         <C>   
          Insurance reserves                         $ 6,260                     $ 6,189
          Other                                          615                           -
                                           --------------------        --------------------
          Total deferred income tax assets             6,875                       6,189
                                           --------------------        --------------------

     Deferred income tax liabilities
          Deferred acquisition costs                  25,429                      28,424
          Net investment gains                         3,634                       1,940
                                           --------------------        --------------------
          Deferred income tax liabilities             29,063                      30,364
                                           --------------------        --------------------
          Total deferred federal tax 
          liabilities                                $22,188                     $24,175
                                           ====================        ====================
                                           
</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 assets that are realizable.

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

5. REINSURANCE

The Company assumes and cedes reinsurance with Prudential. The effect of the
reinsurance for the years ended December 31, is summarized as follows:

                                       1997          1996         1995
                                       ----         ------       ------
                                               (In Thousands)
Life insurance premiums
Gross Amount                          $1,117        $1,345       $1,053
Ceded to other companies                 (12)          --           (11)
                                      ------        ------       ------
Net amount                            $1,105        $1,345       $1,042
                                      ======        ======       ======
                                                           


                                       1997          1996         1995
                                       ----         ------       ------
                                                (In Thousands)
Life insurance in force
Gross Amount                       $8,325,544    $8,599,647    $8,873,763
Ceded to other companies               (1,808)       (1,831)       (1,818)
                                   ----------    ----------    ----------
Net amount                         $8,323,736    $8,597,816    $8,871,945
                                   ==========    ==========    ==========


                                       B-12
<PAGE>

PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY

NOTES TO FINANCIAL STATEMENTS

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



6. 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>

                                                              1997                  1996                  1995
                                                         ------------------   ------------------   ------------------
                                                                              (In Thousands)
<S>                                                           <C>                   <C>                  <C>        
STATUTORY NET INCOME                                          $  18,306             $  24,774          $    25,567

Adjustments to reconcile to net income on a GAAP basis:
     Deferred acquisition costs                                  (3,170)                5,656               (2,589)
     Deferred premium                                               198                   221                  (58)
     Insurance liabilities                                        2,324                 4,784                2,286
     Deferred taxes                                               1,708                (2,883)                 510
     Valuation of investments                                      (143)                 (765)               1,285
                                                         ------------------   ------------------   ------------------
GAAP NET INCOME                                               $  19,223             $  31,787          $    27,001
                                                         ==================   ==================   ==================

</TABLE>

<TABLE>
<CAPTION>

                                                                     1997                   1996
                                                              --------------------   --------------------
                                                                              (In Thousands)
<S>                                                                  <C>                     <C>       
STATUTORY SURPLUS                                                    $ 235,958               $ 216,019

Adjustments to reconcile to equity on a GAAP basis:
     Valuation of investments                                           18,540                  17,768
     Deferred acquisition costs                                        101,625                 106,965
     Deferred premium                                                   (2,007)                 (2,205)
     Insurance liabilities                                             (10,726)                (21,501)
     Deferred taxes                                                    (28,238)                (21,829)
     Other, net                                                            241                      29
                                                              --------------------   --------------------
GAAP STOCKHOLDER'S EQUITY                                            $ 315,393               $ 295,246
                                                              ====================   ====================
</TABLE>



The New York State Insurance Department ("Department") recognizes only statutory
accounting for determining and reporting the financial condition of an insurance
company, for determining its solvency under the New York Insurance Law and for
determining whether its financial condition warrants the payment of a dividend
to its stockholders. No consideration is given by the Department to financial
statements prepared in accordance with GAAP in making such determinations.





                                       B-13
<PAGE>

PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY

NOTES TO FINANCIAL STATEMENTS

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

7. FAIR VALUE OF FINANCIAL INSTRUMENTS

The 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 fair value).

FIXED MATURITIES
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.

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>


                                                    1997                                       1996
                                                            ESTIMATED                                     ESTIMATED
                                    CARRYING VALUE         FAIR VALUE              CARRYING VALUE        FAIR VALUE
                                    ------------------ ------------------        ------------------ -------------------
                                                                    (In Thousands)
<S>                                      <C>                 <C>                     <C>                 <C>      
Financial Assets:
     Fixed maturities  available for 
     sale                                $ 592,361           $ 592,361               $ 555,898           $ 555,898
     Policy loans                          127,306             126,262                 113,918             110,262
     Short-term investments                 52,464              52,464                  17,002              17,002
     Cash                                        3                   3                   3,928               3,928
     Separate Accounts assets            1,110,561           1,110,561                 883,261             883,261

Financial Liabilities:
     Policyholders'
        account balances                 $ 379,744           $ 379,744               $ 375,448           $ 375,448
     Cash collateral for loaned 
        securities                          33,663              33,663                       -                   -

     Separate Accounts liabilities       1,108,994           1,108,994                 880,065             880,065
     Derivatives                                83                  83                       -                   -
</TABLE>


                                       B-14
<PAGE>


PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY

NOTES TO FINANCIAL STATEMENTS

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

8. DERIVATIVE

DERIVATIVE FINANCIAL INSTRUMENTS
The fair value of liability positions in future instruments, which represents
the Company's current exposure to credit loss from other parties'
non-performance, was $83 thousand at December 31, 1997. This includes the
estimated fair values of outstanding derivative positions only and does not
include the fair values of associated financial and non-financial assets and
liabilities, which generally offset derivative notional amounts. The fair value
amounts presented also do not reflect the netting of amounts pursuant to right
of setoff, qualifying master netting agreements with counterparties or
collateral arrangements.


9. RELATED PARTY TRANSACTIONS

SERVICE AGREEMENTS
Prudential, Pruco Life, and Pruco Securities Corporation, an indirect
wholly-owned subsidiary of Prudential, operate under service and lease
agreements whereby services of officers and employees, supplies, use of
equipment and office space are provided. The net cost of these services
allocated to the Company were $16,210 thousand, $12,223 thousand and $15,947
thousand for the years ended December 31, 1997, 1996, and 1995, respectively.

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, 1997, 1996, and 1995.


10. CONTINGENCIES

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

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


11. DIVIDENDS

The Company is subject to New Jersey law which limits the amount of dividends
that insurance companies can pay to stockholders. The maximum dividend which may
be paid in any twelve month period without prior approval of the New Jersey
Commissioner of Insurance is limited to the greater of 10% of statutory surplus
as of December 31 of the preceding year or the net gain from operations of the
preceding calendar year. Cash dividends may only be paid out of surplus derived
from realized net profits. Based on these limitations and the Company's surplus
position at December 31, 1997, the Company would be permitted a maximum of
$23,396 thousand in dividend distributions in 1998, all of which could be paid
in cash, without approval from The State of New Jersey Department of Insurance.





                                      B-15


<PAGE>

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


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

In our opinion, the accompanying statements of financial position and the
related statements of operations, of changes in stockholder's equity and of cash
flows present fairly, in all material respects, the financial position of Pruco
Life Insurance Company of New Jersey at December 31, 1997 and 1996, and the
results of their operations and their cash flows for the years then ended in
conformity with generally accepted accounting principles. These financial
statements are the responsibility of the Company's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these statements in accordance with
generally accepted auditing standards which require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for the opinion express
above.



PRICE WATERHOUSE LLP
New York, New York
March 23, 1998



                                       B-16
<PAGE>

INDEPENDENT AUDITORS' REPORT


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


We have audited the accompanying statements of operations, changes in
stockholder's equity and cash flows of Pruco Life Insurance Company of New
Jersey for the year ended December 31, 1995. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on the financial statements based on our audit.

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

In our opinion, such statements of operations, changes in stockholder's equity,
and cash flows present fairly, in all material respects, the results of
operations and cash flows of Pruco Life Insurance Company of New Jersey for
the year ended December 31, 1995 in conformity with generally accepted
accounting principles.



DELOITTE & TOUCHE LLP
Parsippany, NJ
December 19, 1996


                                       B-17





<PAGE>

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A Subsidiary of                                                      PAID
                                                                   Summit, NJ
                                                                 Permit No. 657
                                                                 --------------


[LOGO] PRUDENTIAL


PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY
751 Broad Street
Newark, New Jersey 07102-2992
Telephone:  (888) PRU-2888

<PAGE>

                                     PART II

                                OTHER INFORMATION





<PAGE>



                           UNDERTAKING TO FILE REPORTS

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

                     REPRESENTATION WITH RESPECT TO CHARGES

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

                   UNDERTAKING WITH RESPECT TO INDEMNIFICATION

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

     New Jersey, being the state of organization of Pruco Life Insurance Company
of New Jersey ("PLNJ"), permits entities organized under its jurisdiction to
indemnify directors and officers with certain limitations. The relevant
provisions of New Jersey law permitting indemnification can be found in Section
14A:3-5 of the New Jersey Statutes Annotated. The text of PLNJ's By-law V, which
related to indemnification of officers and directors, is incorporated by
reference to Exhibit 3(ii) to its Form 10-Q filed August 15, 1997.
    

     Insofar as indemnification for liabilities arising under the Securities Act
of 1993 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 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 22 pages.
    

         The undertaking to file reports.

         The signatures.

         The undertaking with respect to charges.

         The undertaking with respect to indemnification. 

Written consent of the following persons:

         1. Price Waterhouse, LLP, independent accountants.

         2. Deloitte & Touche LLP, independent auditors.

         3. Clifford E. Kirsch, Esq.

   
         4. Ikwhan Oh, FSA, MAAA, actuarial expert.
    

The following exhibits:

     1. The following exhibits correspond to those required by paragraph A of
        the instructions as to exhibits in Form N-8B-2:

   
         A. (1) Resolution of Board of Directors of Pruco Life Insurance Company
                of New Jersey establishing the Pruco Life of New Jersey Single
                Premium Variable Life Account. (Note1)
    

            (2) Not Applicable

            (3) Distributing Contracts

   
                (a)     Distribution Agreement between Pruco Securities
                        Corporation and Pruco Life Insurance Company of New
                        Jersey. (Note 1)
                (b)     Proposed form of Agreement between Pruco Securities
                        Corporation and independent brokers with respect to the
                        Sale of the Contracts. (Note 1)
                (c)     Revised Schedule of Sales Commissions. (Note 2)
            (4) Not Applicable
            (5) (a)     Flexible Premium Variable Life Insurance Contract.
                        (Note 1)
                (b)     Contract page 5 for use in New York. (Note 3)
                (c)     Contract page 6 for use in New York. (Note 3)
                (d)     Contract jacket for use in New Jersey. (Note 3)
                (e)     Contract page 5 for use in New Jersey. (Note 3)
                (f)     Contract page 6 for use in New Jersey. (Note 3)
                (g)     Contract page 7 for use in New York. (Note 3)
                (h)     Contract page 8 for use in New York. (Note 3
                (i)     Contract page 9 for use in New York. (Note 3)
                (j)     Contract page 10 for use in New York. (Note 3)
                (k)     Contract page 9 for use in New Jersey. (Note 3)
                (l)     Contract page 11 for use in New York. (Note 3)
                (m)     Contract page 17 for use in New Jersey and New York.
                        (Note 3)
    

                                      II-2


<PAGE>





   
                (n)      Contract page 10 for use in New Jersey. (Note 4)
                (o)      Contract jacket for use in New York. (Note 2)
                (p)      Contract page 7 for use in New Jersey. (Note 2)
                (q)      Contract page 8 for use in New Jersey. (Note 2)
                (r)      Contract page 13 for use in New York. (Note 2)
            (6) (a)      Articles of Incorporation of Pruco Life Insurance
                         Company of New Jersey, as amended March 11, 1983.
                         (Note 5)
                (b)      By-laws of Pruco Life Insurance Company of New Jersey,
                         as amended May 5, 1997. (Note 6)
            (7) Not Applicable
            (8) Not Applicable
            (9) Not Applicable
           (10) (a)      Application Form for Flexible Premium Variable Life
                         Insurance Contract. (Note 7)
                (b)      Supplement to the Application for Flexible Premium
                         Variable Life Insurance Contract. (Note 7)
                (c)      Supplement to the Application for Flexible Premium
                         Variable Life Insurance Contract. (Note 8)
           (11) Form of Notice of Withdrawal Right. (Note 7)
           (12) Memorandum describing Pruco Life Insurance Company of New
                Jersey's issuance, transfer, and redemption procedures for the
                Contracts pursuant to Rule 6e-3(T)(b)(12)(ii) and method of
                computing cash adjustment upon exercise of right to exchange for
                fixed-benefit insurance pursuant to Rule 6e-3(T)(b)(13)(v)(B).
                (Note 7)
           (13) Living Needs Benefit Rider
                (a)      for use in New Jersey. (Note 9)
                (b)      for use in New York. (Note 10)
     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 ofIkwhan Oh, 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, Mendel A. Melzer,
                        Esther H. Milnes, I. Edward Price. (Note 10)
                (b)     James M. Schlomann (Note 11)
                (c)     James J. Avery, Jr. (Note 11)
     8.  Pruco Life Insurance Company of New Jersey's representations regarding
         mortality and expense risks and sales load. (Note 3)
    10(a)Consent of Price Waterhouse, LLP, independent accountants. (Note 1)
    10(b)Consent of Deloitte & Touche LLP, independent auditors. (Note 1)
    27.  Financial Data Schedule. (Note 1)
(Note 1)  Filed herewith
(Note 2)  Incorporated by reference to Post-Effective Amendment No. 3 to this
          Registration Statement, filed October 28, 1986.
(Note 3)  Incorporated by reference to Post-Effective Amendment No. 1 to this
          Registration Statement, filed March 19, 1986.
    

                                      II-3
<PAGE>

   
(Note 4)  Incorporated by reference to Post-Effective Amendment No. 2 to this
          Registration Statement, filed April 29, 1986.
(Note 5)  Incorporated by reference to Post-Effective Amendment No. 17 to Form
          S-6, Registration No. 2-89780, filed March 1, 1991, on behalf of the
          Pruco Life of New Jersey Variable Appreciable Account.
(Note 6)  Incorporated by reference to Exhibit 3(ii) to Form 10-Q, Registration
          No. 333-18053, filed August 15, 1997 on behalf of the Pruco Life 
          Insurance Company of New Jersey.
(Note 7)  Incorporated by reference to Pre-Effective Amendment No. 1 to this 
          Registration Statement, filed December 19, 1985.
(Note 8)  Incorporated by reference to Post-Effective Amendment No. 4 to this 
          Registration Statement, filed April 27, 1987.
(Note 9)  Incorporated by reference to Post-Effective Amendment No. 12 to this 
          Registration Statement, filed April 26, 1990.
(Note 10) Incorporated by reference to Form N-4, Registration No. 333-18117 on
          Form N-4 filed December 18, 1996, on behalf of the Pruco Life of New 
          Jersey Flexible Premium Variable Annuity Account. 
(Note 11) 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.
    


                                      II-4


<PAGE>



                                   SIGNATURES

   
   Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that this Amendment is filed solely for one or more of the purposes
specified in Rule 485(b)(1) under the Securities Act of 1933 and that no
material event requiring disclosure in the prospectus, other than one listed in
Rule 485(b)(1), has occurred since the effective date of the most recent
Post-Effective Amendment to the Registration Statement which included a
prospectus, and has caused this Registration Statement to be signed on its
behalf by the undersigned thereunto duly authorized, and its seal hereunto
affixed and attested, all in the City of Newark and the State of New Jersey, on
this 24 day of April, 1998.
    

(Seal)             PRUCO LIFE OF NEW JERSEY SINGLE PREMIUM VARIABLE LIFE ACCOUNT

                                         (Registrant)

                           BY: PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY

                                         (Depositor)

   
Attest: CLIFFORD E. KIRSCH                           *By:     ESTHER H. MILNES
        ---------------------------------                -----------------------
        CLIFFORD E. KIRSCH                                    ESTHER H. MILNES
        CHIEF LEGAL OFFICER AND SECRETARY                     PRESIDENT



     Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 22 to the Registration Statement has been signed
below by the following persons in the capacities indicated on this 24 day of
April, 1998.


       SIGNATURE AND TITLE


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

  /s/      *
- ------------------------------------
           James M. Schlomann
           Chief Accounting Officer,
           and Comptroller

  /s/      *                                    *By:    CLIFFORD E. KIRSCH
- ------------------------------------                ---------------------------
           JAMES J. AVERY, JR.                          CLIFFORD E. KIRSCH
           DIRECTOR                                     

  /s/      *
- ------------------------------------
           WILLIAM M. BETHKE
           DIRECTOR

  /s/      *
- ------------------------------------
           IRA J. KLEINMAN
           DIRECTOR

  /s/      *
- ------------------------------------
           Mendel A. Melzer
           DIRECTOR

  /s/      *
- ------------------------------------
           I. EDWARD PRICE
           DIRECTOR
    

                                      II-5


<PAGE>

<TABLE>
<CAPTION>

                                            EXHIBIT INDEX
   
<S>                                                                                    <C>        
 A 1.   Resolution of the Board of Directors ......................................... Page II-7

 A 3(a) Distribution Agreement ....................................................... Page II-9

 A 3(b) Selected Broker Agreement .................................................... Page II-19

 A 5.   Flexible Premium VLI Contract ................................................ Page II-29

   3.   Opinion and Consent of Clifford E. Kirsch, Esq., as to the legality of
          the securities being registered ............................................ Page II-52

   6.   Opinion and Consent of Ikwhan Oh, FSA, MAAA, as to actuarial matters 
          pertaining to the securities being registered .............................. Page II-53

  10(a) Consent of Price Waterhouse, LLP, independent accountants .................... Page II-54

  10(b) Consent of Deloitte & Touche LLP, independent auditors ....................... Page II-55

  27.   Financial Data Schedule 

</TABLE>
    

                                      II-6



I,  Thomas C.  Castano,  the  undersigned,  Assistant  Secretary  of Pruco  Life
Insurance  Company of New Jersey, do hereby certify that the following is a true
copy of a resolution duly adopted by Written  Unanimous Consent of the Executive
Committee of the Board of Directors of said Company effective April 15, 1985 and
that the said resolution is in full force and effect at this date:

"RESOLVED, that the Company hereby establishes, pursuant to Section 17B:28-7 of
the Revised Statutes of New Jersey, a variable contract account to be designated
initially as the "Pruco Life Single Premium Variable Life Account"  (hereinafter
in these resolutions referred to as the ("Account"); and

"FURTHER  RESOLVED,  that the  Company  shall  receive  and hold in the  Account
amounts  arising from (i) purchase  payments  received  made pursuant to certain
Single Premium Variable Life Insurance Contracts  ("Variable  Contracts") of the
Company  sold as part of its Single  Premium  Variable  Life  Insurance  Program
("Program")  and (ii) such assets of the  Company as the proper  officers of the
Company may deem prudent and  appropriate to have invested in the same manner as
the assets  applicable to its reserve  liability  under  Variable  Contracts and
lodged in the Account,  and such amounts and the  dividends,  interest and gains
produced thereby shall be invested and reinvested,  subject to the rights of the
holders of such Variable  Contracts,  in shares of Pruco Life Series Fund, Inc.,
an open-end diversified management investment company of the series type, at the
net asset value of such shares at the time of acquisition; and

"FURTHER  RESOLVED,  that the Account shall be  registered as a unit  investment
trust under the Investment  Company Act of 1940, and that the proper officers of
the Company be and they hereby are  authorized  to sign and file, or cause to be
filed, with the Securities and Exchange Commission a registration  statement, on
behalf of the Account,  as registrant,  under the Investment Company Act of 1940
("Investment  Company Act  Registration"),  and to sign and file, or cause to be
filed,  an  application,  including any amendments  thereto,  for an order under
Section 6 (c) of the Investment Company Act of 1940 for such exemptions from the
provisions of that Act as may be necessary or desirable ("Investment Company Act
Application"); and

"FURTHER  RESOLVED,  that the Company shall as part of its Program sell Variable
Contracts on a variable basis and that the proper officers of the Company be and
they  hereby are  authorized  to sign and file,  or cause to be filed,  with the
Securities  and  Exchange  Commission,  on behalf of the Company,  as issuer,  a
registration  statement,  including  the  financial  statements  and  schedules,
exhibits and form of prospectus required as a part thereof, for the registration
of the offering and sale of such Variable Contracts, to the extent,


                                      II-7


<PAGE>


they represent  participating interests in the Account, under the Securities Act
of  1933  ("Securities  Act  Registration");  and to pay the  registration  fees
required in connection therewith; and

"FURTHER  RESOLVED,  that the proper  officers of the Company are authorized and
directed to sign and file, or cause to be filed, such amendment or amendments of
such Investment Company Act Registration, Investment Company Act Application and
Securities Act Registration as they may find necessary or advisable from time to
time; and

"FURTHER RESOLVED, that the signature of any director or officer required by law
to affix his signature to such Investment  Company Act Registration,  Investment
Company Act  Application  and Securities Act  Registration,  or to any amendment
thereof,  may be  affixed  by said  director  or  officer  personally,  or by an
attorney-in-fact duly constituted in writing by said director or officer to sign
his name thereto; and

"FURTHER  RESOLVED,  that the Senior Vice  President and General  Counsel of the
Company is  appointed  agent of the  Company to receive  any and all notices and
communications  from the  Securities  and Exchange  Commission  relating to such
Investment  Company Act  Registration,  Investment  Company Act  Application and
Securities Act Registration and any and all amendments thereof; and

"FURTHER  RESOLVED,  that the proper  officers of the Company be and they hereby
are  authorized to take  whatever  steps may be necessary or desirable to comply
with such of the laws and regulations of the several states as may be applicable
to the Company's Program; and

"FURTHER  RESOLVED,  that the proper  officers of the Company be and they hereby
are authorized, in the name and on behalf of the Company, to execute and deliver
such corporate documents and certificates and to take such further action as may
be  necessary  or  desirable,  including,  but not  limited  to, the  payment of
applicable   fees,  in  order  to  effectuate  the  purposes  of  the  foregoing
resolutions or any of them."



July 26, 1985

    (SEAL)                              /s/ THOMAS C. CASTANO
                                        ---------------------------------
                                               Assistant Secretary

                                      II-8




                Distribution Agreement - Single Premium Contracts
            

     AGREEMENT  made this 30th day of July,  1985,  by and  between  Pruco  Life
Insurance Company of New Jersey, a New Jersey  corporation  ("Company"),  on its
own behalf and on behalf of the Pruco Life Single Premium  Variable Life Account
and the Pruco  Life  Single  Premium  Variable  Annuity  Account  (collectively,
"Accounts")  and  Pruco  Securities   Corporation,   a  New  Jersey  corporation
("Distributor").

                                   WITNESSETH:

     WHEREAS,  the Company has  established  and maintains the Pruco Life Single
Premium Variable Life Account and the Pruco Life Single Premium Variable Annuity
Account,  separate investment accounts,  pursuant to the laws of Arizona for the
purpose of selling single premium  variable life insurance  contracts and single
payment variable annuity contracts (collectively, "Contracts"), respectively, to
commence after the  effectiveness  of respective  Registration  Statements filed
with  the  Securities  and  Exchange  Commission  on Form  S-6  pursuant  to the
Securities Act of 1933, as amended (the "1933 Act"); and



     WHEREAS,  The Accounts are registered as unit  investment  trusts under the
Investment Company Act of 1940 (the "1940 Act"); and

                                                                              
                                      II-9


<PAGE>


     WHEREAS,  Distributor is registered as a broker-dealer under the Securities
Exchange  Act of 1934  (the  "Securities  Exchange  Act") and is a member of the
National Association of Securities Dealers, Inc. ("NASD"); and

     WHEREAS, the Company and the Distributor wish to enter into an agreement to
have the Distributor act as the Company's principal  underwriter for the sale of
the Contracts through the Accounts;

     NOW, THEREFORE, the parties agree as follows:

     1.   Appointment of the Distributor



     The Company  agrees that during the term of this agreement it will take all
action which is required to cause the Contracts to comply as insurance  products
and  registered  securities  with all  applicable  federal  and  state  laws and
regulations.  The Company appoints the Distributor and the Distributor agrees to
act as the principal underwriter for the sale of Contracts to the public, during
the term of this Agreement,  in each state and other jurisdictions in which such
Contracts may lawfully be sold.  Distributor  shall offer the Contracts for sale
and  distribution  at premium  rates set by the  Company.  Applications  for the
Contracts  shall be solicited  only by  representatives  duly and  appropriately
licensed or otherwise qualified for the sale


                                     II-10

<PAGE>


of such Contracts in each state or other  jurisdiction.  Company shall undertake
to appoint Distributor's  qualified  representatives as life insurance agents of
Company.  Completed  applications for Contracts shall be transmitted directly to
the Company for acceptance or rejection in accordance  with  underwriting  rules
established by the Company.  Initial premium  payments under the Contracts shall
be made by check  payable  to the  Company  and  shall  be held at all  times by
Distributor or its representatives in a fiduciary capacity and remitted promptly
to the Company. Anything in this Agreement to the contrary notwithstanding,  the
Company  retains the ultimate  right to control the sale of the Contracts and to
appoint and discharge  life  insurance  agents of the Company.  The  Distributor
shall be held to the exercise of reasonable  care in carrying out the provisions
of this Agreement.

     2.   Sales Agreements

     Distributor is hereby authorized to enter into separate written agreements,
on such terms and conditions as Distributor may determine not inconsistent  with
this Agreement, with one or more organizations which agree to participate in the
distribution of either or both of the single premium  variable life contracts or
the single premium  variable annuity  contracts.  Such  organization  (hereafter
"Dealer") shall be both registered as a broker/dealer under


                                     II-11
<PAGE>


the  Securities  Exchange  Act and a member of NASD.  Dealer  and its  agents or
representatives   soliciting  applications  for  Contracts  shall  be  duly  and
appropriately  licensed,  registered or otherwise qualified for the sale of such
Contracts  (and the riders and other policies  offered in connection  therewith)
under the insurance laws and any applicable blue-sky laws of each state or other
jurisdiction in which the Company is licensed to sell the Contracts.

     Distributor  shall  have  the   responsibility  for  ensuring  that  Dealer
supervises its representatives.  Dealer shall assume any legal  responsibilities
of Company for the acts,  commissions or  defalcations  of such  representatives
insofar as they relate to the sale of the Contracts.  Applications for Contracts
solicited  by such  Dealer  through  its  agents  or  representatives  shall  be
transmitted  directly to the Company,  and if received by Distributor,  shall be
forwarded to Company.  All premium payments under the Contracts shall be made by
check to Company and, if received by the Distributor, shall be held at all times
in a fiduciary capacity and remitted promptly to Company.

     3.   Life Insurance Agents

     Company shall be responsible  for insuring that Dealers are duly qualified,
under the insurance laws of the applicable jurisdictions, to sell the Contracts.


                                     II-12

<PAGE>


     4.   Suitability

     Company wishes to ensure that Contracts sold by Distributor  will be issued
to  purchasers  for whom the Contract will be suitable.  Distributor  shall take
reasonable  steps to ensure that the  various  representatives  appointed  by it
shall not make  recommendations  to an  applicant  to purchase a Contract in the
absence of  reasonable  grounds to believe  that the purchase of the Contract is
suitable for such applicant. While not limited to the following, a determination
of suitability shall be based on information furnished to a representative after
reasonable  inquiry of such applicant  concerning the applicant's  insurance and
investment  objectives,  financial  situation and needs, and the likelihood that
the applicant  will continue to make any premium  payments  contemplated  by the
Contract.

     5.   Promotion Materials

     Company shall have the responsibility for furnishing to Distributor and its
representatives sales promotion materials and individual sales proposals related
to the sale of the Contracts.  Distributor shall not use any such materials that
have not been approved by Company.


                                     II-13

<PAGE>


     6.   Compensation

     Company  shall  arrange  for the payment of  commissions  directly to those
registered representatives of Distributor who are entitled thereto in connection
with the sale of the Contracts on behalf of  Distributor,  in the amounts and on
such terms and conditions as Company and Distributor  shall determine;  provided
that such terms,  conditions and commissions  shall be as are set forth in or as
are not  inconsistent  with a  Prospectus  included as part of the  Registration
Statement for the Contracts and effective under the 1933 Act.

     Company  shall  arrange  for the payment of  commissions  directly to those
Dealers who sell Contracts under  agreements  entered into pursuant to paragraph
2.  hereof,  in amounts as may be agreed to among the parties and  specified  in
such written agreements.

     Company shall reimburse  Distributor for the costs and expenses incurred by
Distributor  in furnishing  or obtaining  the  services,  materials and supplies
required by the terms of this  Agreement  in the initial  sales  efforts and the
continuing obligations hereunder.



                                     II-14

<PAGE>


     7.   Records

     Distributor  shall have the  responsibility  for maintaining the records of
representatives  licensed,  registered  and  otherwise  qualified  to  sell  the
Contracts.  Distributor  shall maintain such other records as are required of it
by applicable laws and regulations.  The books, accounts and records of Company,
the Accounts and Distributor shall be maintained so as to clearly and accurately
disclose the nature and details of the transactions.  All records  maintained by
the  Distributor in connection  with this Agreement shall be the property of the
Company and shall be returned to the Company upon  termination of this Agreement
free from any claims or retention of rights by the Distributor.  The Distributor
shall keep confidential any information  obtained pursuant to this Agreement and
shall  disclose  such  information  only  if the  Company  has  authorized  such
disclosure, or if such disclosure is expressly required by applicable federal or
state regulatory authorities.

     8.   Investigation and Proceeding

     (a)  Distributor  and Company  agree to  cooperate  fully in any  insurance
regulatory  investigation  or  proceeding  or  judicial  proceeding  arising  in
connection with the Contracts distributed under this Agreement.  Distributor and
Company


                                     II-15

<PAGE>


further agree to cooperate fully in any securities  regulatory  investigation or
proceeding or judicial  proceeding with respect to Company,  Distributor,  their
affiliates  and  their  agents  or  representatives  to  the  extent  that  such
investigation  or proceeding is in connection with Contracts  distributed  under
this  Agreement.  The  Distributor  shall furnish  applicable  federal and state
regulatory  authorities  with any  information or reports in connection with its
services under this  Agreement  which such  authorities  may request in order to
ascertain  whether the  Company's  operations  are being  conducted  in a manner
consistent with any applicable law or regulation.

     (b) In the  case  of a  substantive  customer  complaint,  Distributor  and
Company will cooperate in investigating  such complaint and any response to such
complaint  will be sent to the other party to this  Agreement  for  approval not
less  than  five  business  days  prior to its  being  sent to the  customer  or
regulatory  authority,  except that if a more prompt  response is required,  the
proposed response shall be communicated by telephone or telegraph.

     9.   Termination

     This Agreement shall terminate  automatically  upon its assignment  without
the prior written  consent of both parties.  This Agreement may be terminated at
any time by



                                     II-16

<PAGE>


either party on 60 days' written notice to the other party,  without the payment
of any penalty.  Upon termination of this Agreement all  authorizations,  rights
and obligations shall cease except the obligation to settle accounts  hereunder,
including  commissions on premiums subsequently received for Contracts in effect
at the time of termination, and the agreements contained in paragraph 8. hereof.

     10.  Regulation

     This  Agreement  shall be subject to the provisions of the 1940 Act and the
Securities Exchange Act and the rules,  regulations,  and rulings thereunder and
of the  applicable  rules  and  regulations  of the  NASD,  from time to time in
effect,  and the terms hereof shall be  interpreted  and construed in accordance
therewith.

     11.  Severability

     If any provision of this Agreement shall be held or made invalid by a court
decision,  statute, rule or otherwise, the remainder of this Agreement shall not
be affected thereby.



                                     II-17

<PAGE>


     12.  Applicable Law

     This  Agreement  shall be  construed  and enforced in  accordance  with and
governed by the laws of the State of New Jersey.

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
duly executed as of the day and year first above written.


                                   PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY


                                   By [ILLEGIBLE]
                                      ---------------------------------------
                                                   PRESIDENT


                                   PRUCO SECURITIES CORPORATION


                                   By [ILLEGIBLE]
                                      ---------------------------------------
                                                   PRESIDENT



                                     II-18




                            SELECTED BROKER AGREEMENT
                            -------------------------


     AGREEMENT dated ___________, 1985, by and between Pruco Securities
Corporation (Distributor), a New Jersey corporation, and ___________ (Broker), a
____________ corporation.


                                   WITNESSETH:

     In consideration of the mutual promises contained herein, the parties
hereto agree as follows:


A.   Definitions

     (1)  Contracts - The single premium variable life insurance contracts
          and/or single payment variable annuity contracts which Pruco Life
          Insurance Company of New Jersey (Company), a New Jersey corporation,
          proposes to issue and for which Distributor has been appointed the
          principal underwriter pursuant to a Distribution Agreement, a copy of
          which has been furnished to Broker.

     (2)  Pruco Life Single Premium Variable Life Account and/or Pruco Life
          Single Premium Variable Annuity Account (collectively the "Accounts")
          - Separate accounts established and maintained by Company pursuant to
          the laws of New Jersey to fund the benefits under the Contracts.

     (3)  Pruco Life Series Fund, Inc., or the Fund - An open-end management
          investment company registered under the 1940 Act, shares of which are
          sold to the Account in connection with the sale of the Contracts.

     (4)  Registration Statement - The registration statements and amendments
          thereto relating to the Contracts, the Account, and the Fund,
          including financial statements and all exhibits.


                                     II-19
<PAGE>


     (5)  Prospectus - The prospectuses included within the registration
          Statements referred to herein.

     (6)  1933 Act - The Securities Act of 1933, as amended.
          
     (7)  1934 Act- The Securities Exchange Act of 1934, as amended.

     (8)  SEC - The Securities and Exchange Commission.

B.   Agreements of Distributor

     (1)  Pursuant to the authority delegated to it by Company, Distributor
          hereby authorizes Broker during the term of this Agreement to solicit
          applications for Contracts from eligible persons provided that there
          is an effective Registration Statement relating to such Contracts and
          provided further that Broker has been notified by Distributor that the
          Contracts are qualified for sale under all applicable securities and
          insurance laws of the state or jurisdiction in which the application
          will be solicited. In connection with the solicitation of applications
          for Contracts, Broker is hereby authorized to offer riders that are
          available with the Contracts in accordance with instructions furnished
          by Distributor or Company.

     (2)  Distributor, during the term of this Agreement, will notify Broker of
          the issuance by the SEC of any stop order with respect to the
          Registration Statement or any amendments thereto or the initiation of
          any proceedings for that purpose or for any other purpose relating to
          the registration and/or offering of the Contracts and of any other
          action or circumstance that may prevent the lawful sale of the
          Contracts in any state or jurisdiction.

     (3)  During the term of this Agreement, Distributor shall advise Broker of
          any amendment to the Registration Statement or any amendment or
          supplement to any Prospectus.
 

                                     II-20
<PAGE>


C.   Agreements of Broker

     (1)  It is understood and agreed that Broker is a registered broker/dealer
          under the 1934 Act and a member of the National Association of
          Securities Dealers, Inc. and that the agents or representatives of
          Broker who will be soliciting applications for the Contracts also will
          be duly registered representatives of Broker.

     (2)  Commencing at such time as Distributor and Broker shall agree upon,
          Broker agrees to use its best efforts to find purchasers for the
          contracts acceptable to Company. In meeting its obligation to use its
          best efforts to solicit applications for Contracts, Broker shall,
          during the term of this Agreement, engage in the following activities:

          (a)  Continuously utilize training, sales and promotional materials
               which have been approved by Company;

          (b)  Establish and implement reasonable procedures for periodic
               inspection and supervision of sales practices of its agents or
               representatives and submit periodic reports to Distributor as may
               be requested on the results of such inspections and the
               compliance with such procedures.

          (c)  Broker shall take reasonable steps to ensure that the various
               representatives appointed by it shall not make recommendations to
               an applicant to purchase a Contract in the absence of reasonable
               grounds to believe that the purchase of the Contract is suitable
               for such applicant. While not limited to the following, a
               determination of


                                     II-21
<PAGE>


               suitability shall be based on information furnished to a
               representative after reasonable inquiry of such applicant
               concerning the applicant's insurance and investment objectives,
               financial situation and needs, and the likelihood that the
               applicant will continue to make the premium payments contemplated
               by the Contract.
  
     (3)  All payments for Contracts collected by agents or representatives of
          Broker shall be held at all times in a fiduciary capacity and shall be
          remitted promptly in full together with such applications, forms and
          other required documentation to an office of the Company designated by
          Distributor. Checks or money orders in payment of initial premiums
          shall be drawn to the order of "Pruco Life Insurance Company." Broker
          acknowledges that the Company retains the ultimate right to control
          the sale of the Contracts and that the Distributor or Company shall
          have the unconditional right to reject, in whole or in part, any
          application for the Contract. In the event Company or Distributor
          rejects an application, Company immediately will return all payments
          directly to the purchaser and Broker will be notified of such action.
          In the event that any purchaser of a Contract elects to return such
          Contract pursuant to Rule 6e-2(b)(13)(viii) of the 1940 Act, the
          purchaser will receive a refund of any premium payments, plus or minus
          any change due to investment performance in the value of the invested
          portion of such premiums; however, if applicable state law so
          requires, the purchaser who exercises his short-term cancellation
          right will receive a refund of all payments made, unadjusted for
          investment experience prior to the cancellation. The Broker will be
          notified of any such action.


                                     II-22
<PAGE>


     (4)  Broker shall act as an independent contractor, and nothing herein
          contained shall constitute Broker, its agents or representatives, or
          any employees thereof as employees of Company or Distributor in
          connection with the solicitation of applications for Contracts.
          Broker, its agents or representatives, and its employees shall not
          hold themselves out to be employees of Company or Distributor in this
          connection or in any dealings with the public.

     (5)  Broker agrees that any material it develops, approves or uses for
          sales, training, explanatory or other purposes in connection with the
          solicitation of applications for Contracts hereunder (other than
          generic advertising materials which do not make specific reference to
          the Contracts) will not be used without the prior written consent of
          Distributor and, where appropriate, the endorsement of Company to be
          obtained by Distributor.

     (6)  Solicitation and other activities by Broker shall be undertaken only
          in accordance with applicable laws and regulations. No agent or
          representative of Broker shall solicit applications for the contracts
          until duly licensed and appointed by Company as a life insurance and
          variable contract broker or agent of Company in the appropriate states
          or other jurisdictions. Broker shall ensure that such agents or
          representatives fulfill any training requirements necessary to be
          licensed. Broker understands and acknowledges that neither it nor its
          agents or representatives is authorized by Distributor or Company to
          give any information or make any representation in connection with
          this Agreement or the offering of the Contracts other than those
          contained in the Prospectus or other solicitation material authorized
          in writing by Distributor or Company.


                                     II-23
<PAGE>


     (7)  Broker shall not have authority on behalf of Distributor or Company
          to: make, alter or discharge any Contract or other form; waive any
          forfeiture, extent the time of paying any premium; receive any monies
          or premiums due, or to become due, to Company, except as set forth in
          Section C(3) of this Agreement. Broker shall not expend, nor contract
          for the expenditure of the funds of Distributor, nor shall Broker
          possess or exercise any authority on behalf of Broker by this
          Agreement.

     (8)  Broker shall have the responsibility for maintaining the records of
          its representatives licensed, registered and otherwise qualified to
          sell the Contracts. Broker shall maintain such other records as are
          required of it by applicable laws and regulations. The books, accounts
          and records of Company, the Account, Distributor and Broker relating
          to the sale of the Contracts shall be maintained so as to clearly and
          accurately disclose the nature and details of the transactions. All
          records maintained by the Broker in connection with this Agreement
          shall be the property of the Company and shall be returned to the
          Company upon termination of this Agreement, free from any claims or
          retention of rights by the Broker. The Broker shall keep confidential
          any information obtained pursuant to this Agreement and shall disclose
          such information, only if the Company has authorized such disclosure,
          or if such disclosure is expressly required by applicable federal or
          state regulatory authorities.

D.   Compensation

     (1)  Pursuant to the Distribution Agreement between Distributor and
          Company, Distributor shall cause Company to arrange for the


                                     II-24
<PAGE>


          payment of commissions to Broker as compensation for the sale of each
          contract sold by an agent or representative of Broker. The amount of
          such compensation shall be based on a schedule to be determined by
          agreement of Company, Distributor and Broker. Company shall identify
          to Broker with each such payment the name of the agent or
          representative of Broker who solicited each Contract covered by the
          payment.

     (2)  Neither Broker nor any of its agents or representatives shall have any
          right to withhold or deduct any part of any premium it shall receive
          for purposes of payment of commission or otherwise. Neither Broker nor
          any of its agents or representatives shall have an interest in any
          compensation paid by Company to Distributor, now or hereafter, in
          connection with the sale of any Contracts hereunder.

E.   Complaints and Investigations

     (1)  Broker and Distributor jointly agree to cooperate fully in any
          insurance regulatory investigation or proceeding or judicial
          proceeding arising in connection with the Contracts marketed under
          this Agreement. Broker and Distributor further agree to cooperate
          fully in any securities regulatory investigation or proceeding or
          judicial proceeding with respect to Broker, Distributor, their
          affiliates and their agents or representatives to the extent that such
          investigation or proceeding is in connection with Contracts marketed
          under this Agreement. Broker shall furnish applicable federal and
          state regulatory authorities with any information or reports in
          connection with its services under this Agreement which such
          authorities may request in order to ascertain whether the
                                                                


                                     II-25
<PAGE>


          Company's operations are being conducted in a manner consistent with
          any applicable law or regulation.

 F.   Term of Agreement

     (1)  This Agreement shall continue in force for one year from its effective
          date and thereafter shall automatically be renewed every year for a
          further one year period; provided that either party may unilaterally
          terminate this Agreement upon thirty (30) days' written notice to the
          other party of its intention to do so.

     (2)  Upon termination of this Agreement, all authorizations, rights and
          obligations shall cease except (a) the agreements contained in Section
          E hereof; (b) the indemnity set forth in Section G hereof; and (c) the
          obligations to settle accounts hereunder, including payments on
          premiums subsequently received for Contracts in effect at the time of
          termination or issued pursuant to applications received by Broker
          prior to termination.

G.   Indemnity

     (1)  Broker shall be held to the exercise of reasonable care in carrying
          out the provisions of this Agreement.

     (2)  Distributor agrees to indemnify and hold harmless Broker and each
          officer or director of Broker against any losses, claims, damages or
          liabilities, joint or several, to which Broker or such officer or
          director become subject, under the 1933 Act or otherwise, insofar as
          such losses, claims, damages or liabilities (or actions in respect
          thereof) arise out of or are based upon any untrue statement or
          alleged untrue statement of a material fact, required to be stated
          therein or necessary to make the statements therein not misleading,
          contained in any Registration Statement or any


                                     II-26
<PAGE>


          post-effective amendment thereof or in the Prospectus or any amendment
          or supplement to the Prospectus.

     (3)  Broker agrees to indemnify and hold harmless Company and Distributor
          and each of their current and former directors and officers and each
          person, if any, who controls or has controlled Company or Distributor
          within the meaning of the 1933 Act or the 1934 Act, against any
          losses, claims, damages or liabilities to which Company or Distributor
          and any such director or officer or controlling person may become
          subject, under the 1933 Act or otherwise, insofar as such losses,
          claims, damages or liabilities (or actions in respect thereof) arise
          out of or are based upon:

          (a)  Any unauthorized use of sales materials or any verbal or written
               misrepresentations or any unlawful sales practices concerning the
               Contracts by Brokers; or

          (b)  Claims by agents or representatives or employees of Broker for
               commissions, service fees, development allowances or other
               compensation or renumeration of any type;

          (c)  The failure of Broker, its officers, employees, or agents to
               comply with the provisions of this Agreement; and Broker will
               reimburse Company and Distributor and any director or officer or
               controlling person of either for any legal or other expenses
               reasonably incurred by Company, Distributor, or such director,
               officer or controlling person in connection with investigating or
               defending any such loss, claims, damage, liability or action.
               This indemnity agreement will be in addition to any liability
               which Broker may otherwise have.


                                     II-27
<PAGE>


H.   Assignability

     This Agreement shall not be assigned by either party without the written
     consent of the other.
                 

I.   Governing Law

     This Agreement shall be governed by and construed in accordance with the
     laws of the State of New Jersey.

     In Witness Whereof, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.


                                   PRUCO SECURITIES CORPORATION
                                     (Distributor)


                                     By
                                       ----------------------------------------


                                   (Broker)


                                     By
                                       ----------------------------------------




                                     II-28




                   Pruco Life Insurance Company of New Jersey

                               Newark, New Jersey

    A Stock Company Subsidiary of The Prudential Insurance Company of America

    Insured                                                      Contract Number
                                                                 Contract Date
Face Amount

     Agency


     We will pay the beneficiary the proceeds of this contract promptly if we
     receive due proof that the Insured died. We make this promise subject to
     all the provisions of the contract.

     The cash value may increase or decrease daily depending on the payment of
     premiums, the investment experience of the separate account and the level
     of mortality charges made. There is no guaranteed minimum.

     The Death Benefit will be the insurance amount which is the greater of (1)
     the face amount we show above, and (2) the contract fund times the attained
     age factor that applies.

     Please read this contract with care. A guide to its contents is on the last
     page before the back cover. A summary is on page 5. If there is ever a
     question about it, or if there is a claim, just see a Company
     representative or get in touch with one of our offices.

     Right to Cancel Contract.-You may return this contract to us within (1) 10
     days after you get it, or (2) 45 days after Part 1 of the application was
     signed, or (3) 10 days after we mail or deliver the Notice of Withdrawal
     Right, whichever is latest. All you have to do is take the contract or mail
     it to one of our offices or to the representative who sold it to you. It
     will be canceled from the start and we will promptly give you the value of
     your Contract Fund on the date you return the contract to us. We will also
     give back any charges we made in accord with this contract.


Signed for Pruco Life Insurance Company of New Jersey,
a New Jersey Corporation.

SPECIMEN                                SPECIMEN

/s/ Isabelle L. Kirchner                /s/ [ILLEGIBLE]

Secretary                               President


Variable Life Insurance Policy with Premium Flexibility. Initial premium, with
additional premiums payable during Insured's lifetime as stated in the contract.
Benefits reflect premium payments, investment results and mortality charges.
Insurance payable only upon death. Non-participating.
                                                            


VFL-85 - N                         II-29
<PAGE>
































Page 2 (VFL-85)                      II-30
<PAGE>


                                  CONTRACT DATA


INSURED'S SEX AND ISSUE AGE M-35
RATING CLASS STANDARD

    INSURED    JOHN DOE                           XX XXX XXX     CONTRACT NUMBER
                                                JULY 1, 1985     CONTRACT DATE
FACE AMOUNT    $100,000--


     AGENCY    R-NK 1


BENEFICIARY    CLASS 1     MARY DOE, WIFE
               CLASS 2     ROBERT DOE, SON



                              SCHEDULE OF PREMIUMS
                     INITIAL PREMIUM IS           $XX,XXX.XX
                            *****END OF SCHEDULE*****



                                 INTEREST RATES

FOR THE  PORTION  OF THE  CONTRACT  FUND IN THE FIXED  ACCOUNT:  SEE  GUARANTEED
INTEREST AND EXCESS INTEREST ON PAGES 10 AND 11.

FOR THE PORTION OF THE CONTRACT  FUND EQUAL TO ANY CONTRACT  LOAN:  SEE INTEREST
CREDIT ON PAGE 10.



                      CONTRACT DATA CONTINUED ON NEXT PAGE




PAGE 3 (85)

                                     II-31
<PAGE>


                                                           POLICY NO. XX XXX XXX

                             CONTRACT DATA CONTINUED

                       LIST OF SUBACCOUNTS AND PORTFOLIOS
                        

EACH  SUBACCOUNT  OF THE PRUCO LIFE  SINGLE  PREMIUM  VARIABLE  ANNUITY  ACCOUNT
INVESTS IN A SPECIFIC PORTFOLIO OF THE PRUCO LIFE SERIES FUND. WE SHOW BELOW THE
SUBACCOUNTS AND THE FUND PORTFOLIOS THEY INVEST IN.

                                          FUND
SUBACCOUNT                              PORTFOLIO
- ----------                              ---------
MONEY MARKET                            MONEY MARKET
BOND                                    BOND
COMMON STOCK                            COMMON STOCK
AGGRESSIVELY MANAGED FLEXIBLE           AGGRESSIVELY MANAGED FLEXIBLE
CONSERVATIVELY MANAGED FLEXIBLE         CONSERVATIVELY MANAGED FLEXIBLE

                              *****END OF LIST*****



PRUCO LIFE WILL MAIL TO THE CONTRACT OWNER A CONFIRMATION OF THE INITIAL PREMIUM
PAYMENT.  THIS  CONFIRMATION  WILL SHOW THE INITIAL  ALLOCATION  OF THE INVESTED
PREMIUM  AMOUNT (SEE PAGE 9) TO THE  SUBACCOUNTS  AND/OR THE FIXED  ACCOUNT (SEE
PACE 8).



SERVICE OFFICE - PLEASE DIRECT ANY COMMUNICATIONS  ABOUT THIS CONTRACT TO: PRUCO
LIFE INSURANCE COMPANY OF NEW JERSEY, P.O. BOX 2925, PHOENIX, ARIZONA 85062.


Page 3A(85)

                                     II-32
<PAGE>


                                                          POLICY NO. XXX XXX XXX


                                  ENDORSEMENTS
                       (ONLY WE CAN ENDORSE THIS POLICY.)



















PAGE 4 (85)

                                     II-33
<PAGE>


                                CONTRACT SUMMARY

We offer this summary to help you understand this contract. We do not intend
that it change any of provisions of the contract.
                                                                      
This is a contract of life insurance. It calls for the payment of an initial
premium. Additional premiums may be payable as described on page 8. The initial
premium minus any applicable deductions for state and/or local premium taxes is
the contract fund at the start. The value of the contract fund will vary with
the payment of premiums, the investment performance of those subaccounts of the
Pruco Life Single Premium Variable Life Account that you select, the extent to
which interest is credited to any portion allocated to the fixed account, and
the extent to which the monthly mortality charges are less than the guaranteed
maximums.
                                                                      
We describe on page 8 the way in which the contract may go into default. If the
contract remains in default at the end of its days of grace, the contract will
end and have no value.
                                                                      
Proceeds is a word we use to mean the amount we would pay if we were to settle
the contract in one sum. To compute the proceeds that may arise from the
Insured's death, we start with a basic amount. We may adjust that amount if
there is a loan. The table below tells what the basic amount is. The table will
refer you to the parts of the contract that tell you how we may adjust the basic
amount. If you surrender the contract, the proceeds will be the net cash value.
We describe it under Cash Value Option on page 11.
                                                             
Proceeds often are not taken in one sum. For instance, on surrender, you may be
able to put proceeds under a settlement option to provide retirement income or
for some other purpose. Also, for all or part of the proceeds that arise from
the Insured's death, you may be able to choose a manner of payment for the
beneficiary. If the Insured dies and an option has not been chosen, the
beneficiary may be able to choose one. We will pay interest under Option 3 from
the date of death on any proceeds to which no other manner of payment applies.
This will be automatic as we state on page 17. There is no need to ask for it.
                                                             
You and we may agree on a change in the ownership of this contract. Also, unless
we endorse it to say otherwise, the contract gives you these rights, among
others:
                                                             
o    You may change the beneficiary under it.
                                                             
o    You may borrow on it up to its loan value.
                                                             
o    You may surrender it for its net cash value.

o    You may change the allocation of additional premiums, minus any deductions
     for state and/or local premium taxes, among the subaccounts and the fixed
     account.
                                                             
o    You may transfer amounts among subaccounts and the fixed account.

<TABLE>
<CAPTION>
- ----------------------------------------- -------------------------------------------------------
                             TABLE OF BASIC AMOUNTS
- ----------------------------------------- -------------------------------------------------------
when the proceeds arise from the Insured's death:
- ----------------------------------------- -------------------------------------------------------
<S>                           <C>                             <C>    
And the Contract Is           Then The Basic Amount Is:       And We Adjust The Basic Amount For:
In Force:
- ----------------------------------------- -------------------------------------------------------
other than during the         the insurance amount            contract debt 
days of grace (see page 8)    (see page 10)                   (see page 12)
- ----------------------------------------- -------------------------------------------------------
during the days               the insurance amount            contract debt and any additional       
of grace                                                      premium due in the days of grace 
                                                              (see  pages 12 and 8)       
- ----------------------------------------- -------------------------------------------------------
</TABLE>

         This table is part of the Contract Summary and of the Contract.
                                                                         
Page 5 (VFL-85) - N

                                     II-34
<PAGE>


                               GENERAL PROVISIONS

Definitions.-We define here some of the words and phrases used all through this
contract. We explain others, not defined here, in other parts of the text.

We, Our, Us, and Company.-Pruco Life Insurance of New Jersey, a New Jersey
Corporation.

You and Your.-The owner of the contract.

Insured.-The person named as the Insured on the first page. He or she need not
be the owner.
                                                                        
Example: Suppose we issue a contract on the life of your spouse. You applied for
it and named no one else as owner. Your spouse is the Insured and you are the
owner.

SEC. --The Securities and Exchange Commission.
                                                                        
Issue Date.-The contract date.

Monthly Date.-The contract date and the same day as the contract date in each
later month. But if the contract date is the 29th, 30th or 31st day of the month
and the later month has fewer days, then the monthly date will be the first day
of the next month.

Example: If the contract date is March 9, 1986, the Monthly Dates are each March
9, April 9, May 9 and so on.
                                                                        
Anniversary or Contract Anniversary. -The same day and month as the contract
date in each later year.

Example: If the contract date is March 9, 1986, the first anniversary is March
9, 1987. The second is March 9, 1988, and so on.
                                                                        
Contract Year.-A year that starts on the contract date or on an anniversary.
                                                                        
Exampie: If the contract date is March 9, 1986, the first contract year starts
then and ends on March 8, 1987. The second starts on March 9, 1987 and ends on
March 8, 1988, and so on.

Contract Month.-A month that starts on a Monthly Date.
                                                                        
Example: If March 9, 1986 is a Monthly Date, a contract month starts then and
ends on April 8, 1986. The next contract month starts on April 9, 1986 and ends
on May 8, 1986, and so on.
                                                                           
Attained Age.-The Insured's attained age at anytime is the issue age plus the
length of time since the contract date. You will find the issue age near the top
of page 3.

The Contract.-This policy and the application, a copy of which is attached, form
the whole contract. We assume that all statements in the application were made
to the best of the knowledge and belief of the person(s) who made them; in the
absence of fraud they are deemed representations and not warranties. We relied
on those statements when we issued the contract. We will not use any statement,
unless made in the application, to try to void the contract or to deny a claim.
                                                                           
Contract Modifications.-Only a Company officer may agree to modify this
contract, and then only in writing.

Non-participating.-This contract will not share in our profits or surplus
earnings. We will pay no dividends on it.
                                                                           
Service Office.-This is the office that will service this contract. Its mailing
address is the one we show in the Contract Data pages, unless we notify you of
another one.
                                                                           
Ownership and Control.-Unless we endorse this contract to say otherwise: (1) the
owner of the contract is the Insured; and (2) while the Insured is living the
owner alone is entitled to (a) any contract benefit and value, and (b) the
exercise of any right and privilege granted by the contract or by us.
                                                                           
Suicide Exclusion.-If the Insured, whether sane or insane, dies by suicide
within two years from the issue date, we will pay no more under this contract
than the sum of the premiums paid.
                                                                           
Currency.-Any money we pay, or that is paid to us, must be in United States
currency. Any amount we owe will be payable at our Service Office.

                            (Continued on Next Page)

Page 6 (VFL-85) - N

                                     II-35
<PAGE>


                         GENERAL PROVISIONS (Continued)

Misstatement of Age or Sex.-lf the Insured's stated age or sex or both are not
correct, we will adjust each paid, benefit and any amount to be paid to reflect
the correct age and sex. Where required, we have given the insurance regulator a
detailed statement of how we will make these adjustments.
                                                                     
Incontestability.-Except for default, we will not contest this contract after it
has been in force during the Insured's lifetime for two years from the issue
date.
                                                                     
Assignment. -We will not be deemed to know of an assignment unless we receive
it, or a copy of it, at our Service Office. We are not obliged to see that an
assignment is valid or sufficient. This contract may not be assigned to another
insurance company without our consent.
                                                                     
Annual Report.-Once each contract year after the first we will send you a
report. It will show: (1) the insurance amount; (2) the amount of the contract
fund; (3) the investment amount in each subaccount; (4) the amount in the fixed
account; (5) the net cash value; (6) the premiums paid, interest credited and
monthly charges made during the year; (7) the interest rate that will be
credited until further notice to the amount in the Fixed Account; (8) any
additional premium which you have the right to pay; and (9) any outstanding
contract debt. The report will include any other data that may be currently
required where this contract is delivered. You may ask for a report like this at
any time. But, except for the report we send you once a year, we have the right
to charge a fee for each report.
                                                                        
Payment of Death Claim.-If we settle this contract in one sum as a death claim,
we will usually pay the proceeds within 7 days after we receive at our Service
Office proof of death and any other information we need to pay the claim. But we
have the right to defer paying any portion of the proceeds greater than the face
amount shown on page 3 if (1) the New York Stock Exchange is closed; or (2) the
SEC requires that trading be restricted or declares an emergency; or (3) the SEC
lets us defer payment to protect our contract owners.

                                   BENEFICIARY

You may designate or change a beneficiary. Your request must be in writing and
in a form which meets our needs. It will take effect only when we file it at our
Service Office; this will be after you send the contract to us to be endorsed,
if we ask you to do so. Then any previous beneficiary's interest will end as of
the date of the request. It will end then even if the Insured is not living when
we file the request. Any beneficiary's interest is subject to the rights of any
assignee of whom we know.
                                                                     
When a beneficiary is designated, any relationship shown is to the Insured,
unless otherwise stated. To show priority, we may use numbered classes, so that
the class with first priority is called class 1, the class with next priority is
called class 2, and so on. When we use numbered classes, these statements apply
to beneficiaries unless the form states otherwise:
                                                                     
1. One who survives the Insured will have the right to be paid only if no one in
a prior class survives the Insured.
                                                                     
2. One who has the right to be paid will be the only one paid if no one else in
the same class survives the Insured.

3. Two or more in the same class who have the right to be paid will be paid in
equal shares.
                                                                     
4. If none survives the Insured, we will pay in one sum to the Insured's estate.
                                                                     
Example: Suppose the class 1 beneficiary is Jane and the class 2 beneficiaries
are Paul and John. We owe Jane the proceeds if she is living at the Insured's
death. We owe Paul and John the proceeds if they are living then but Jane is
not. But if only one of them is living, we owe him the proceeds. If none of them
is living we owe the Insured's estate.
                                                                     
Beneficiaries who do not have a right to be paid under these terms may still
have a right to be paid under the Automatic Mode of Settlement.
                                                                     
Before we make a payment, we have the right to decide what proof we need of the
identity, age or any other facts about any persons designated as beneficiaries.
If beneficiaries are not designated by name and we make payment(s) based on that
proof, we will not have to make the payment(s) again.


Page 7 (VFL-85)                                                         

                                     II-36
<PAGE>


                                    PREMIUMS

Initial Premium.-The initial premium, which we show on page 3, is due on the
contract date. It may be paid at our Service Office or to one of our
representatives. If we are asked to do so, we will give a signed receipt. The
initial premium minus any applicable deductions for state and/or local premium
taxes, becomes the contract fund. (See page 10.)
                                                                         
Additional Premiums.-Additional premiums may be paid as we describe below:
                                                                         
1. An additional premium may be paid if (1) it is permitted according to the
definition of life insurance contained in the applicable federal tax law, and
(2) it does not result in an increase in the insurance amount. If you ask us to
do so, we will let you know the amount of any additional premium allowed and
when it can be paid. We will also include that information as part of the annual
report. (See page 7.)

2. If the contract goes into default, an additional premium sufficient to bring
the contract out of default may be paid during the grace period.
                                                                         
Additional premiums paid in accord with 1 or 2 above minus any applicable
deductions for state and/or local premium taxes will be added to the contract
fund but will not increase the insurance amount.
                                                                         
Premium Taxes.-State and local taxes on premiums paid vary according to
jurisdiction. We will deduct from each premium paid the appropriate amount
applicable for these taxes.
                                                             
Default.-lf on any monthly date the net cash value equals zero, this contract is
in default. In this case we will tell you what premium payment is needed to
bring the contract out of default.
                                                                         
Grace Period.-We grant 61 days of grace from any Monthly Date on which the
contract goes into default. We will send you a notice of default and state the
amount to pay that will bring the contract out of default. This amount is the
amount that, after deduction of any state and/or local premium taxes, is
sufficient to pay the mortality charges (See page 11.) for the Monthly Date on
which the contract goes into default and the next Monthly Date. If that amount
has not been paid by the end of the grace period the contract will end and have
no value.
                                                                
The Insured might die while the contract is in default during its days of grace.
If so, the proceeds will be reduced by the amount that, after deduction of any
state and/or local premium taxes, is sufficient to pay the mortality charges
which have not yet been deducted for Monthly Dates prior to the date on which
death occurred.
                                                                
Reinstatement.-If this contract ends as we describe under Grace Period, you may
reinstate it, if all these conditions are met:
                                                                
1. No more than three years must have elapsed since the date of default.

2. You must give us any facts we need to satisfy us that the Insured is
insurable for the contract.
                                                                
3. We must be paid an amount that, after deduction of any state and/or local
premium taxes, leaves the balance equal to the sum of:
                                                                
(a) the mortality charges not previously made for the period; and
                                                                
(b) the mortality charges for the first two monthly dates on or after the date
of reinstatement.

If we approve the reinstatement, these statements apply. The date of
reinstatement will be the date of your request or the date the required premium
is paid, if later. The face amount will be the same as it was at the end of the
grace period. The contract debt will be equal to the contract debt at the end of
the grace period. The contract fund as of the date of reinstatement will be
equal to the amount paid to reinstate the contract, minus any applicable
deductions for state and/or local premium taxes, minus the charges in (a) above,
and plus the contract debt. And we will start to make monthly charges and
credits again as of the first Monthly Date on or after the date of
reinstatement.


Page 8 (VFL-85)                                               

                                     II-37
<PAGE>


                                SEPARATE ACCOUNT

The Account.-The word account, where we use it in this contract without
qualification, means the Pruco Life Single Premium Variable Life Account. This
is a unit investment trust registered with the SEC under the Investment Company
Act of 1940. It is also subject to the laws of New Jersey. We own the assets of
the account; we keep them separate from the assets of our general investment
account. We established the account to support variable life insurance
contracts.
                                                                            
Subaccounts.-The account has several subaccounts. We list them on the Contract
Data page(s). You determine, using percentages how invested premium amounts will
be allocated among the subaccounts. You may choose to allocate nothing to a
particular subaccount. But any allocation you make must be at least 10%; you may
not choose a fractional percent.
                                                                            
Example: You may choose a percentage of 0, or 100, or 10, 11, 12, and so on, up
to 90. But you may not choose a percentage of 1 through 9, or 91 through 99, or
any percent that is not a whole number.
                                                                            
You may change the allocation for additional invested premium amounts at any
time if the contract is not in default. To do so, you must notify us in writing
in a form that meets our needs. The change will take effect on the date we
receive your notice at our Service Office.
                                                                            
Transfers Among Subaccounts and the Fixed Account.-You may transfer amounts
among subaccounts and to the fixed account as often as four times in a contract
year, if the contract is not in default. In addition, at any time in the first
two contract years, the entire amount in the subaccounts may be transferred to
the Fixed Account. Transfers out of the fixed account to the subaccounts will be
allowed only with the Company's consent. To do so, you must notify us in writing
in a form that meets our needs. The transfer will take effect on the date we
receive your notice at our Service Office.
                                                                            
The Fund.-The word fund, where we use it in this contract without qualification,
means the fund we identify in the Contract Data pages. The fund is registered
with the SEC under the Investment Company Act of 1940 as an open-end diversified
management investment company. The fund has several portfolios; there is a
portfolio that corresponds to each of the subaccounts of the account. We list
these portfolios in the Contract Data pages.

Account Investments.-We use the assets of the account to buy shares in the fund.
Each subaccount is invested in a corresponding specific portfolio. Income and
realized and unrealized gains and losses from assets in each subaccount are
credited to, or charged against, the subaccount. This is without regard to
income, gains, or losses in our other investment accounts.

We will determine the value of the assets in the account at the end of each
business day. When we use the term business day, we mean a day when the New York
Stock Exchange is open for trading. We might need to know the value of an asset
on a day that is not a business day or on which trading in that asset does not
take place. In this case, we will use the value of that asset as of the end of
the last prior business day on which trading took place.

Example: If we need to know the value of an asset on a Sunday, we will normally
use the value of the asset as of the end of business on Friday.

We will always keep assets in the account with a total value at least equal to
the amount of the investment amounts under contracts like this one. (See page
10.) To the extent those assets do not exceed this amount, we use them only to
support those contracts; we do not use those assets to support any other
business we conduct. We may use any excess over this amount in any way we
choose.

Change in Investment Policy.-A portfolio of the fund might make a material
change in its investment policy. In that case, we will send you a notice of the
change.

Change of Fund.-A portfolio might, in our judgment, become unsuitable for
investment by a subaccount. This might happen because of a change in investment
policy, or a change in the laws or regulations, or because the shares are no
longer available for investment, or for some other reason. If that occurs, we
have the right to substitute another portfolio of the fund, or to invest in a
fund other than the one we show on the Contract Data page(s). But we would first
seek approval from the SEC and, where required, the insurance regulator where
this contract is delivered.

                                  FIXED ACCOUNT

The Fixed Account.-In addition to allocating your invested premium amount to one
or more of the subaccounts described above, you may direct all or part of your
invested premium amount into the fixed account. The fixed account is funded by
the general account of Pruco Life. The fixed account is credited with interest
as described under Guaranteed Interest and Excess Interest on pages 10 and 11.
As described above, you may also transfer amounts from the subaccounts to the
fixed account. Transfers from the fixed account to the subaccounts may be made
only with the consent of and to the extent allowed by the Company.
                                                           
Right to Transfer.-You may at any time transfer that portion of your contract
fund allocated to one or more of the subaccounts into the fixed account. The
fixed account earns a fixed rate of interest as described on page 10.


Page 9 (VFL-85) - N

                                     II-38
<PAGE>


                       INSURANCE AMOUNT AND CONTRACT FUND

Insurance Amount.-The insurance amount at any time is the greater of (1) the
face amount which we show on page 3, and (2) the contract fund times the
attained age factor that applies. We show the attained age factors on page 18.
                                                                            
Contract Fund.-On the contract date the contract fund is equal to the invested
premium amounts received, (see below), minus any of the charges described in
items (f) through (i) below which may have been due on that date. On any day
after that the contract fund is equal to what it was on the previous day, plus
any invested premium amounts received, plus these items:
     
     (a)  any increase due to investment results in the value of the subaccounts
          to which that portion of the contract fund that is in the investment
          amount is allocated; (we explain investment amount below); and
     
     (b)  interest at the rates shown below on that portion of the contract fund
          that is equal to any contract loan; and
                                                                            
     (c)  guaranteed interest at 3% on that portion of the contract fund that is
          in the fixed account; and
                                                                            
     (d)  any excess interest on that portion of the contract fund that is in
          the fixed account. (See page 11.) 

Minus these items:
 
     (e)  any decrease due to investment results in the value of the subaccounts
          to which that portion of the contract fund that is in the investment
          amount is allocated;
                                                                            
     (f)  a charge against the investment amount at a rate of .00245475% a day
          (.90% a year) for mortality and expense risks that we assume;
                                                                            
     (g)  a charge against the investment amount at a rate of .00095723% a day
          (.35% a year) for the cost of administering the contract;
                                                                            
     (h)  any amount charged against the Contract Fund for Federal or State
          income taxes;

     (i)  a charge for the cost of expected mortality;
                                                                            
We describe under Reinstatement on page 8 what the contract fund will be equal
to on any reinstatement date.

Invested Premium Amount.-This is the portion of each premium paid that we add to
the contract fund. It is equal to the premium paid, minus any applicable
deduction for state and/or local premium taxes.

Investment Amount.-The investment amount for this contract is the amount we use
to compute the investment return. The investment amount is allocated among the
subaccounts. The amount of the investment amount and its allocation to
subaccounts depend on (1) how you choose to allocate invested premium amounts;
(2) whether or not you transfer amounts among subaccounts; (3) the investment
performance of the subaccounts to which amounts are allocated or transferred;
(4) the amount and timing of any additional premium payments you make; and (5)
whether or not you take any loan. The account, a subaccounts, and account
investments are described on page 9.

The investment amount at any time is equal to the contract fund, minus the
portion of the contract fund equal to any contract loan, minus the portion of
the contract fund that is in the fixed account. 

Interest Credit.-On the portion of the contract fund equal to any contract loan:
During each contract year we will use a monthly rate that is equivalent to an
effective annual rate of 5 1/2% on the part of the contract fund equal to the
first amount you borrow in each contract year up to the excess of the target
loan amount over any existing loan. Interest due but not paid on any loan amount
eligible for the 5 1/2% crediting rate will become part of the loan and will
also be credited with interest at 5 1/2%.
                                                                   
For any part of the contract fund equal to the loan amount not eligible for the
5 1/2% crediting rate as described above, we will use a monthly rate that is
equivalent to an effective annual rate of not less than 4%. 

On each contract anniversary, we will transfer the part of the contract fund
equal to any contract loan (up to the target loan amount) not eligible for the 5
1/2% crediting rate to the portion of the contract fund eligible for the 5 1/2%
crediting rate.
                                                                   
Target loan amount means an amount equal to 10% of the initial premium for each
completed contract year since the contract date.
                                                                   
Example: Suppose the initial premium is $20,000 and the loan value is enough to
provide the amounts stated here. The target loan amount in the second contract
year is $2,000 (10% of $20,000). In that year you borrow $1,000. Since it is the
first amount you have borrowed, we will credit interest on that part of the
contract fund equal to $1,000 at a monthly rate equivalent to an effective
annual rate of 5 1/2%. If you borrow an additional amount in that contract year,
we will credit interest on that part of the contract fund equal to the
additional loan at a monthly rate equivalent to an effective annual rate of not
less than 4%. In the next contract year your target loan amount would be $4,000
($2,000 for each of the two completed contract years since the Contract Date).

Guaranteed Interest.-The guaranteed interest rate credited on that portion of
the contract fund in the fixed account is an effective rate of 3% a year.

                                                                        
Page 10 (VFL-85)
                                     II-39
<PAGE>
                                                                        


                 INSURANCE AMOUNT AND CONTRACT FUND (Continued)

Excess Interest.-Excess interest on that portion of the contract fund in the
fixed account may be credited in addition to the 3% guaranteed interest rate.
The rate of any excess interest is not guaranteed. It will be determined from
time to time and will continue thereafter until a new rate is determined. We may
use different rates of excess interest for different portions of the contract
fund that are in the fixed account.
                                                                            
Mortality Charge.-At the beginning of each contract month we will deduct a
mortality charge from the contract fund. The maximum charge we can deduct is
determined by applying to the coverage amount a monthly rate determined as
indicated in the Basis of Computation. The coverage amount is the difference
between the insurance amount and the contract fund.

We may deduct a lower monthly charge than we describe above. The actual monthly
mortality charges we deduct are based on our expectations as to future mortality
experience. At least once every five years, but not more often than once a year,
we will consider the need to change the basis for the charges. We will make such
a change only if we do so for all contracts like this one dated in the same year
as this one.
                                                                  
Where required, we have given the insurance regulator where this contract is
delivered, a detailed description of our method for determining mortality
charges.
                                                                  
                                CASH VALUE OPTION

Cash Value Option.-You may surrender this contract for its net cash value. To do
so, you must ask us in writing and in a form that meets our needs. You must also
send the contract to us.
                                                                            
As of any date the net cash value is the cash value minus any contract debt.
(See page 12.) The cash value is equal to the contract fund minus any surrender
charge that applies.
                                                                            
We will usually pay any net cash value within 7 days after we receive your
request and the contract at our Service Office.

But we have the right to defer payment if (1) the New York Stock Exchange is
closed: or (2) the SEC requires that trading be restricted or declares an
emergency; or (3) the SEC lets us defer payments to protect our contract owners.
                                                                 
Surrender Charge.-For each of the first six contract years the surrender charge
is the contract fund times the surrender factor that applies. We show the
surrender factors below. But the surrender charge will not exceed 9% of the
initial premium. For the seventh and later contract years there is no surrender
charge.

- --------------------------------------------------------------------------------
                           TABLE OF SURRENDER FACTORS
- --------------------------------------------------------------------------------
Contract             Surrender             Contract                 Surrender
  Year                Factor                 Year                    Factor
- --------------------------------------------------------------------------------
    1                   .09                    5                      .05
    2                   .08                    6                      .04
    3                   .07                    7 and later            .00
    4                   .06                                   
- --------------------------------------------------------------------------------
                                                            

Page 11 (VFL-85)

                                     II-40
<PAGE>


                                        
                                      LOANS

Loan Requirements.-On or after the first contract anniversary, you may borrow
from us on the contract. All these conditions must be met:
                                                                            
1. The Insured is living,
                                                                            
2. The contract is in force.
                                                                            
3. The contract debt will not be more than the loan value. (We explain these
terms below.)

4. As sole security for the loan, you assign the contract to us in a form that
meets our needs.

If there is already contract debt when you borrow from us, we will add the new
amount you borrow to that debt.

Contract Debt.-Contract debt at any time means the loan on the contract, plus
the interest we have charged that is not yet due and that we have not yet added
to the loan.
                                                                            
Example 1: Suppose the contract date is in 1987 and the initial premium was
$10,000. Three months before the anniversary in 1992 the contract has a contract
fund of $15,000. Six months ago you borrowed $1,500. By now there is interest of
$45 charged but not yet due. The contract debt is now $1,545, which is made up
of the $1,500 loan and the $45 interest.

Loan Value.-You may borrow any amount up to the difference between the loan
value and any existing contract debt. On any day, the loan value is 90% of the
contract fund minus any surrender charge that may apply.

Example 2: Suppose, in example 1, you want to borrow all that you can. We will
lend you $11,280, which is the difference between the $12,825 loan value and the
$1,545 contract debt. This will increase the contract debt to $12,825. We will
add the new amount borrowed to the existing loan and will charge interest on it,
too.

Interest Charge.-We will charge interest daily on any loan at an effective rate
of 6% a year.

Interest is due on each contract anniversary, or when the loan is paid back if
that comes first. If interest is not paid when due, it will become part of the
loan. Then we will charge interest on it, too.

Example 3: Suppose the contract date is in 1987. Six months before the
anniversary in 1996 you borrow $1,000 out of a $15,000 loan value. We charge 6%
a year.
                                                                         
Four months later, but still two months before the anniversary, we will have
charged about $20 interest. This amount will be a few cents more or less than
$20 since some months have more days than others. The interest will not be due
until the anniversary unless the loan is paid back sooner. The loan will still
be $1,000. The contract debt will be $1,020, since contract debt includes
interest charged but not yet due.
                                                                         
On the anniversary in 1996 we will have charged about $30 interest. The interest
will then be due.
                                                                         
Example 4: Suppose the $30 interest in example 3 was not paid on the
anniversary. The loan and contract debt each became $1,000 right after the
payment.
                                                                         
Example 5: Suppose the $30 interest in example 3 was not paid on the
anniversary. The interest became part of the loan, and we began to charge
interest on it, too. The loan and contract debt each became $1,030.

Repayment.-All or part of any contract debt may be paid back at any time while
the Insured is living and the contract is not in default. A repayment will first
be applied to reduce the part of the loan, if any, that is subject to the lowest
interest crediting rate. When we settle the contract, any contract debt is due
us. We will make an adjustment so that the proceeds will not include the amount
of that debt.
                                                                         
Effect of a Loan. -When you take a loan, the amount of any loan continues to be
a part of the contract fund. However, the amount equal to the amount of the loan
is credited with interest only at the rates we state on page 10.

We will reduce the contract fund by this amount, and by loan interest that
becomes part of the loan because it is not paid when due. When you repay part or
all of a loan we will increase the contract fund by the amount of loan you
repay, plus, if you repay all the loan, interest credits accrued on the loan (at
the rates we state on page 10) since the last Monthly Date. We will not increase
the contract fund by loan interest that is paid before we make it part of the
loan.


                            (Continued on Next Page)
                                                                         

Page 12 (VFL-85)

                                     II-41
<PAGE>


                                        
                                LOANS (Continued)

We will allocate loans and repayments among the subaccounts and the fixed
account in proportion to the amount in each as of the date of loan or repayment.
Only the investment amount will reflect the investment results of the
subaccounts. Since the amount you borrow is removed from the investment amount
and/or the fixed account, a loan may have a permanent effect on the net cash
value of this contract. The longer the loan is outstanding, the greater this
effect is likely to be.

Excess Contract Debt.-If, on a monthly date, contract debt is ever equal to or
more than the cash value, all the contract's benefits will end 61 days after
that monthly date. We will mail a notice to you and any assignee of whom we
know. Also, we may send a notice to the Insured's last known address. In the
notice we will state the amount that, if paid to us, will reduce the contract
debt enough to keep the contract's benefits from ending for a limited time.

Postponement of Loan.-We will usually make a loan within 7 days after we receive
your request at our Service Office. But we have the right to defer making the
loan if (1) the New York Stock Exchange is closed; or (2) the SEC requires that
trading be restricted or declares an emergency; or (3) the SEC lets us defer
payments to protect our contract owners.






Page 13 (VFL-85)

                                     II-42
<PAGE>

                                        

                               SETTLEMENT OPTIONS

Payee Defined.-In these provisions and under the Automatic Mode of Settlement,
the word Payee means a person who has a right to receive a settlement under the
contract. Such a person may be the Insured, the owner, a beneficiary, or a
contingent payee.
                                                                         
Choosing an Option.-While the Insured is living you may choose, or change the
choice of, an option for all or part of the proceeds that may arise from the
Insured's death. The requirement are the same as those to designate or change a
beneficiary. We describe them under Beneficiary.

A Payee may choose an option for all or part of any proceeds or residue that
becomes payable to him or her in one sum. We describe residue later on this
page.

In some cases, you or another Payee will need our consent to choose an option.
We describe these cases under Conditions.
                                                                         
Options Described.-Here are the options we offer. We may also consent to other
arrangements.
                                                                         
Option 1 (Instalments for a Fixed Period).-We will make equal payments for up to
25 years based on the Option 1 Table. The payments will include interest at an
effective rate of 3 1/2% a year. We may credit more interest. If and while we do
so, the payments will be larger.

Option 2 (Life Income, with Certain Period).-We will make equal monthly payments
for as long as the person on whose life the settlement is based lives, with
payments certain for the period chosen. The choices are either ten years
(10-Year Certain) or until the sum of the payments equals the amount put under
this option (Instalment Refund). The amount of each payment will be based on the
Option 2 Table and on the sex and age on the due date of the first payment, of
the person on whose life the settlement is based. But if a choice is made more
than two years after the Insured's death, we may use the Option 2 payment rates
in individual annuity contracts or life insurance contracts we regularly issue,
based on United States currency, on the due date of the first payment. On
request, we will quote the payment rates in contracts we then issue. We must
have proof of the date of birth of the person on whose life the settlement is
based. If on the due date of the first payment under this option, we have
declared a higher payment rate under the option, we will base the payments on
that higher rate.
                                                                     
Option 3 (Interest Payment).-We will hold an amount at interest. We will pay
interest at an effective rate of at least 3% a year ($30.00 annually, $14.89
semi-annually, $7.42 quarterly or $2.47 monthly per $1,000). We may pay more
interest.

Option 4 (Instalments of a Fixed Amount).-We will make equal annual,
semi-annual, quarterly or monthly payments if they total at least $90 a year for
each $1,000 put under this option. We will credit the unpaid balance with
interest at an effective rate of at least 3 1/2% a year. We may credit more
interest. If we do so, the balance will be larger. The final payment will be any
balance equal to or less than one payment.

First Payment Due Date.-Unless a different date is stated when the option is
chosen: (1) the first payment for Option 3 will be due at the end of the chosen
payment interval; and (2) the first payment for any of the other options will be
due on the date the option takes effect.
                                                                     
Residue Described.-For Options 1 and 2, residue on any date means the then
present value of any unpaid payments certain. We will compute it at an effective
interest rate of 3 1/2% a year. But we will use the interest rate we used to
compute the actual Option 2 payments if they were not based on the table in this
contract.

For Options 3 and 4, residue on any date means any unpaid balance with interest
to that date.
                                                                     
For Option 2, residue does not include the value of any payments that may become
due after the certain period.
 
                            (Continued on Next Page)
                                                           
Page 14 (VFL- 85)



                                     II-43
<PAGE>
                                                           


                         SETTLEMENT OPTIONS (Continued)
<TABLE>
<CAPTION>
  OPTION 1 TABLE                                                          OPTION 2 TABLE
- ---------------------     ----------------------------------------------------     -------------------------------------------------
MINIMUM AMOUNT OF                                       MINIMUM AMOUNT OF MONTHLY PAYMENT FOR EACH $1,000. 
MONTHLY PAYMENT FOR                                              THE FIRST  PAYABLE IMMEDIATELY
EACH $1000. THE FIRST     
PAYABLE IMMEDIATELY                                 KIND OF LIFE INCOME                                   KIND OF LIFE INCOME       
                                AGE              10-Year          Instalment         AGE               10-Year          Instalment  
 Number        Monthly         LAST             Certain            Refund           LAST              Certain            Refund     
of Years       Payment       BIRTHDAY        Male   Female      Male   Female      BIRTHDAY        Male   Female      Male   Female 
                                                                                                                                    
<S>         <C>              <C>            <C>      <C>       <C>      <C>           <C>         <C>     <C>        <C>      <C>   
   1        $84.65              10          $3.18    $3.11     $3.17    $3.10         45          $4.06   $3.82      $3.99    $3.78 
   2         43.05           and under                                                46           4.12    3.86       4.03     3.81 
   3         29.19              11           3.19    3.12       3.18     3.11         47           4.17    3.90       4.08     3.85 
   4         22.27              12           3.20    3.13       3.19     3.12         48           4.23    3.94       4.13     3.90 
   5         18.12              13           3.21    3.14       3.20     3.13         49           4.28    3.99       4.18     3.94 
                                14           3.22    3.15       3.21     3.14         50           4.35    4.04       4.24     3.98 
   6         15.35              15           3.24    3.16       3.23     3.15         51           4.41    4.09       4.29     4.03 
   7         13.38              16           3.25    3.17       3.24     3.16         52           4.48    4.15       4.35     4.08 
   8         11.90              17           3.27    3.19       3.25     3.18         53           4.55    4.21       4.41     4.13 
                                18           3.28    3.20       3.27     3.19         54           4.62    4.27       4.48     4.19 
   9         10.75              19           3.30    3.21       3.28     3.20                                                       
  10          9.83                                                                    55           4.70    4.33       4.55     4.24 
                                20           3.31    3.22       3.30     3.21         56           4.78    4.40       4.62     4.30 
  11          9.09              21           3.33    3.24       3.32     3.23         57           4.86    4.47       4.69     4.37 
  12          8.46              22           3.35    3.25       3.33     3.24         58           4.95    4.54       4.77     4.43 
  13          7.94              23           3.36    3.26       3.35     3.25         59           5.05    4.62       4.86     4.50 
  14          7.49              24           3.38    3.28       3.37     3.27                                                       
  15          7.10                                                                    60           5.15    4.71       4.94     4.58 
                                25           3.40    3.30       3.39     3.29         61           5.25    4.79       5.03     4.66 
  16          6.76              26           3.42    3.31       3.41     3.30         62           5.36    4.89       5.13     4.74 
                                27           3.45    3.33       3.43     3.32         63           5.48    4.98       5.23     4.82 
  17          6.47              28           3.47    3.35       3.45     3.34         64           5.60    5.09       5.34     4.92 
  18          6.20              29           3.49    3.37       3.47     3.35                                                       
  19          5.97                                                                    65           5.73    5.20       5.45     5.01 
  20          5.75              30           3.52    3.39       3.49     3.37         66           5.87    5.31       5.57     5.11 
                                31           3.54    3.41       3.52     3.39         67           6.01    5.43       5.70     5.22 
  21          5.56              32           3.57    3.43       3.54     3.41         68           6.15    5.56       5.83     5.34 
                                33           3.60    3.45       3.57     3.44         69           6.30    5.70       5.97     5.46 
  22          5.39              34           3.63    3.47       3.60     3.46                                                       
  23          5.24                                                                    70           6.46    5.84       6.11     5.58 
  24          5.09              35           3.66    3.50       3.63     3.48         71           6.62    5.99       6.27     5.72 
  25          4.96              36           3.69    3.52       3.66     3.50         72           6.79    6.15       6.43     5.86 
                                37           3.72    3.55       3.69     3.53         73           6.96    6.31       6.60     6.01 
                                38           3.76    3.58       3.72     3.56         74           7.13    6.49       6.78     6.18 
                                39           3.80    3.61       3.75     3.58                                                       
                                                                                      75           7.30    6.67       6.97     6.35 
Multiply the monthly            40           3.84    3.64       3.79     3.61         76           7.48    6.85       7.17     6.53 
amount by 2.989 for             41           3.88    3.67       3.82     3.64         77           7.66    7.04       7.38     6.72 
quarterly, 5.952 for            42           3.92    3.70       3.86     3.67         78           7.83    7.24       7.60     6.93 
semi-annual or 11.804           43           3.97    3.74       3.90     3.71         79           8.00    7.44       7.83     7.15 
for annual.                     44           4.01    3.78       3.94     3.74                                                       
                                                                                      80           8.17    7.64       8.07     7.38 
                                                                                                                         and over   
- ---------------------     ----------------------------------------------------     -------------------------------------------------
 </TABLE>

Page 15 (VFL-85)                                                       
                                                                       
                                      II-44
<PAGE>                                                                 
                                                                       
                                                                      


                         SETTLEMENT OPTIONS (Continued)

Withdrawal of Residue.--Unless otherwise stated when the option is chosen: (1)
under Options 1 and 2 the residue may be withdrawn; and (2) under Options 3 and
4 all, or any part not less than $100, of the residue may be withdrawn. If an
Option 3 residue is reduced to less than $1,000, we have the right to pay it in
one sum. Under Option 2, withdrawal of the residue will not affect any payments
that may become due after the certain period; value of those payments cannot be
withdrawn. Instead the payments will start again if they were based on the life
of a person who lives past the certain period.
                                                                      
Designating Contingent Payee(s).--A Payee under an option has the right, unless
otherwise stated, to name or change a contingent payee to receive any residue at
that Payee's death. This may be done only if (1) the Payee has the full right to
withdraw the residue; or (2) the residue would otherwise have been payable to
that Payee's estate at death.
                                                                      
A Payee who has this right may choose, or change the choice of, an option for
all or part of the residue. In some cases, the Payee will need our consent to
choose or change an option. We describe these cases under Conditions.
                                                                      
Any request to exercise any of these rights must be in writing and in a form
that meets our needs. It will take effect only when we file it at our Service
Office. Then the interest of anyone who is being removed will end as of the date
of the request, even if the Payee who made the request is not living when we
file it.

Changing Options.--A Payee under Option 1, 3 or 4 may choose another option for
any sum that the Payee could withdraw on the date the chosen option is to start.
That date may be before the date the Payee makes the choice only if we consent.
In some cases, the Payee will need our consent to choose or change an option. We
describe these cases next.

Conditions.--Under any of these conditions, our consent is needed for an option
to be used for any person:

1. The person is not a natural person who will be paid in his or her own right.
                                                              
2. The person will be paid as assignee.                       

3. The amount to be held for the person under Option 3 is less than $1,000. But
we will hold any amount for at least one year in accord with the Automatic Mode
of Settlement.
                                                              
4. Each payment to the person under the option would be less than $20.
                                                              
5. The option is for residue arising other than at (a) the Insured's death, or
(b) the death of the beneficiary who was entitled to be paid as of the date of
the Insured's death.
                                                              
6. The option is for proceeds that arise other than from the Insured's death,
and we are settling with an owner or any other person who is not the Insured.


Death of Payee.--lf a Payee under an option dies and if no other distribution is
shown, we will pay any residue under that option in one sum to the Payee's
estate.

                                  ENDORSEMENTS
                      (Only we can endorse this contract.)

Page 16 (VFL-85)

                                     II-45
<PAGE>


                          AUTOMATIC MODE OF SETTLEMENT

Applicability.--These provisions apply to proceeds arising from the Insured's
death and payable in one sum to a Payee who is a beneficiary. They do not apply
to any periodic payment.
                                                                      
Interest on Proceeds.--We will hold the proceeds at interest under Option 3 of
the Settlement Options provision. The Payee may withdraw the residue. We will
pay it promptly on request. We will pay interest annually unless we agree to pay
it more often. We have the right to pay the residue in one sum after one year if
(1) the Payee is not a natural person who will be paid in his or her own right;
(2) the Payee will be paid as assignee; or (3) the original amount we hold under
Option 3 for the Payee is less than $1,000.

Settlement at Payee's Death.--lf the Payee dies and leaves an Option 3 residue,
we will honor any contingent payee provision then in effect. If there is none,
here is what we will do. We will look to the beneficiary designation of the
contract; we will see what other beneficiary(ies), if any, would have been
entitled to the portion of the proceeds that produced the Option 3 residue if
the Insured payee had not died until immediately after the Payee died. Then we
will pay the residue in one sum to such other beneficiary(ies), in accord with
that designation. But if, as stated in that designation, payment would be due
the estate of someone else, we will instead pay the estate of the Payee.
                                                                 
Example: Suppose the class 1 beneficiary is Jane and the class 2 beneficiaries
are Paul and John. Jane was living when the Insured died. Jane later died
without having chosen an option or naming someone other than Paul and John as
contingent payee. If Paul and John are living at Jane's death we owe them the
residue. If only one of them is living then, and if the contract called for
payment to the survivor of them, we owe him the residue. If neither of them is
living then, we owe Jane's estate.
                                                                 
Spendthrift and Creditor.--A beneficiary or contingent payee may not, at or
after the Insured's death, assign, transfer, or encumber any benefit payable. To
the extent allowed by law, the benefits will not be subject to the claims of any
creditor of any beneficiary or contingent payee.

                                  ENDORSEMENTS
                      (Only we can endorse this contract.)

                              BASIS OF COMPUTATION

Mortality Table Described.--We base premiums and values to which we refer in
this contract on the lnsured's issue age and sex and on the length of time since
the contract date. We use (1) the Commissioners 1980 Standard Ordinary Mortality
Table; and (2) continuous functions based on age last birthday.

Minimum Legal Values.--The cash, loan and other values in this contract are at
least as large as those set by law where it is delivered. Where required, we
have given the insurance regulator a detailed statement of how we compute values
and benefits.

PLI 172-85

                                    Pruco Life Insurance Company of New Jersey,

                                    By

                                                          Secretary


Page 17 (VFL-85) - N

                                     II-46
<PAGE>


- --------------------------------------------------------------------------------
                              ATTAINED AGE FACTORS
- --------------------------------------------------------------------------------

The Insurance Amount at any time is the greater of (1) the Face Amount (see page
3), and (2) the Contract  Fund times the  Attained Age Factor for the  Insured's
sex and attained age.
<TABLE>
<CAPTION>
- ----------------------------     -------------------------      ----------------------------------
ATTAINED           FACTORS       ATTAINED       FACTORS         ATTAINED                FACTORS   
  AGE            MALE/FEMALE       AGE        MALE/FEMALE         AGE                 MALE/FEMALE 
- ----------------------------     -------------------------      ----------------------------------
<S>             <C>     <C>        <C>        <C>     <C>            <C>             <C>     <C> 
  15 or less    4.80    7.50       43         2.49    2.88           71              1.14    1.24
  16            4.78    7.49       44         2.38    2.75           72              1.12    1.22
  17            4.74    7.22       45         2.27    2.64           73              1.11    1.19
  18            4.70    7.01       46         2.18    2.53           74              1.10    1.17
  19            4.68    6.80       47         2.09    2.44           75              1.09    1.15
  20            4.66    6.67       48         2.01    2.34           76              1.09    1.14
  21            4.64    6.56       49         1.93    2.26           77              1.08    1.12
  22            4.62    6.46       50         1.86    2.17           78              1.07    1.11
  23            4.60    6.34       51         1.79    2.10           79              1.07    1.10
  24            4.58    6.22       52         1.72    2.02           80              1.06    1.09
  25            4.56    6.11       53         1.66    1.95           81              1.06    1.08
  26            4.54    5.98       54         1.60    1.88           82              1.05    1.07
  27            4.52    5.84       55         1.55    1.82           83              1.05    1.07
  28            4.52    5.69       56         1.51    1.77           84              1.05    1.06
  29            4.49    5.53       57         1.47    1.73           85              1.05    1.05
  30            4.42    5.37       58         1.43    1.69           86              1.05    1.05
  31            4.33    5.22       59         1.39    1.66           87              1.05    1.05
  32            4.21    5.07       60         1.36    1.62           88              1.05    1.05
  33            4.07    4.90       61         1.33    1.57           89              1.05    1.05
  34            3.92    4.72       62         1.30    1.53           90              1.05    1.05
  35            3.76    4.52       63         1.28    1.48           91              1.04    1.04
  36            3.59    4.29       64         1.25    1.44           92              1.03    1.03
  37            3.41    4.06       65         1.23    1.40           93              1.03    1.03
  38            3.24    3.82       66         1.21    1.36           94              1.02    1.03
  39            3.07    3.59       67         1.19    1.34           95              1.02    1.02
  40            2.91    3.38       68         1.18    1.31           96              1.02    1.02
  41            2.76    3.18       69         1.16    1.29           97              1.02    1.02
  42            2.62    3.02       70         1.15    1.26           98  or more     1.01    1.01
- -------------------------------------------------------------------------------------------------
</TABLE>


Page 18 (VFL-85)

                                     II-47
<PAGE>


                                GUIDE TO CONTENTS

                                                                            Page

Contract Data ..........................................................      3
 Rating Class; Schedule of Premiums;                             
 Interest Rates; List of Subaccounts and Portfolios            
 Service Office                                                

Contract Summary .......................................................      5
                                                                 
Table of Basic Amounts .................................................      5

General Provisions .....................................................      6
 Definitions; The Contract; Contract                             
 Modifications; Non-participating; Service Office;               
 Ownership and Control; Suicide Exclusion;                       
 Currency; Misstatement of Age or Sex;
 Incontestability; Assignment; Annual Report;                    
 Payment of Death Claim                                          
                                                                 
Beneficiary ............................................................  3 & 7

Premiums ...............................................................  3 & 8
 Initial Premium; Additional Premiums; Premium Taxes;  
 Default; Grace Period; Reinstatement                      

Separate Account .......................................................      9
 The Account; Subaccounts; Transfers                       
 Among Subaccounts and the Fixed Account,                  
 The Fund; Account Investments; Change in                  
 Investment Policy; Change of Fund                         

Fixed Account ..........................................................      9

Insurance Amount and Contract Fund .....................................     10
 Insurance Amount; Contract                                
 Fund; Invested Premium Amount; Investment                
 Amount; Interest Credit; Guaranteed Interest;            
 Excess Interest; Mortality Charge                        

Cash Value Option ......................................................     11
  Cash Value Option; Surrender Charge                      
                                                           
Loans ..................................................................     12
 Loan Requirements; Contract Debt;                         
 Loan Value; Interest Charge; Repayment;                   
 Effect of a Loan; Excess Contract Debt;                   
 Postponement of Loan                                      

Settlement Options .....................................................     14
 Payee Defined; Choosing an Option; Options                
 Described; First Payment Due Date; Residue                
 Described; Income Tables; Withdrawal of                   
 Residue; Designating Contingent Payee(s);                 
 Changing Options; Conditions; Death of Payee              

Automatic Mode of Settlement ...........................................     17
 Applicability; Interest on Proceeds; Settlement           
 at Payee's Death; Spendthrift and Creditor                

Basis of Computation ...................................................     17
  Mortality Table Described; Minimum Legal Values          

Attained Age Factors ...................................................     18


                    A copy of the application follows Page 20


Page 19 (VFL-85)

                                     II-48
<PAGE>























Page 20 (VFL-85)
                                     II-49
<PAGE>























Page 21 (VFL-85) - N
                                     II-50
<PAGE>




















Page 22

Variable Life Insurance Policy with Premium Flexibility. Initial premium, with
additional premiums payable during Insured's lifetime as stated in the contract.
Benefits reflect premium payments, investment results and mortality charges.
Insurance payable only upon death. Non-participating.



VFL-B5 - N 

                                     II-51


                                    CLIFFORD I. KIRSCH
                                    Chief Legal Officer


                                    PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY
 [LOGO]                             213 Washington Street, Newark, NJ 07102-2992
                                    201 802-7333 Fax: 201 802-8357


                                                                  April 27, 1998


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

Gentlemen:

In my capacity as Chief Legal Officer of Pruco Life Insurance Company of New
Jersey ("Pruco Life of New Jersey"), I have reviewed the establishment of Pruco
Life of New Jersey Single Premium Variable Life Account ("the Account") on April
15, 1985 by the Executive Committee of the Board of Directors of Pruco Life of
New Jersey as a separate account for assets applicable to certain single premium
variable life insurance contracts, pursuant to the provisions of Section
17B:28-7 of the Revised Statutes of New Jersey. I was responsible for oversight
of the preparation and review of the Registration Statement on Form S-6, as
amended, filed by Pruco Life of New Jersey with the Securities and Exchange
Commission (Registration Number 2-99537) under the Securities Act of 1933 for
the registration of certain single premium 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 single premium
          variable life insurance contracts is not chargeable with liabilities
          arising out of any other business Pruco Life of New Jersey may
          conduct.

     (4)  The single premium 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,


Clifford E. Kirsch, Esq.




                                      II-52


[LOGO]


                                      IKWAHN OH, FSA, MAAA
                                      Vice President & Actuary


                                      Pruco Life Insurance Company of New Jersey
                                      71 Hanover Road
                                      Florham Park, NJ 07932-1597
                                      Tel (973) 966-3243


                                      EXHIBIT 6

                                      April 27, 1998


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


To Pruco Life Insurance Company of New Jersey:

This opinion is furnished in connection with the registration by Pruco Life
Insurance Company of New Jersey of single premium variable life insurance
contracts ("Contracts") under the Securities Act of 1933. The prospectus
included in Post-Effective Amendment No. 23 to Registration Statement No.
2-99537 on form S-6 describes the Contract. 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 face amounts of insurance included in the section
          entitled "Some typical face amounts" ("Amount of Life Insurance"),
          based on the assumptions stated in the illustrations, are consistent
          with the provisions of the Contract.

     (2)  The illustrations of death benefits included in the section entitled
          "Increase in death benefit due to favorable investment experience"
          ("Amount of Life Insurance"), based on the assumptions stated in the
          illustrations, are consistent with the provisions of the contract.

     (3)  the illustrations of cash surrender values and death benefits included
          in the section entitled "Illustrations", 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 the premium and benefits, as shown
          in the illustrations, appear more favorable to a prospective purchaser
          of a Contract for male age 35 or female age 55 , than to prospective
          purchasers of Contracts on insureds of other ages.

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,

Ikwahn OH, FSA, MAAA
Vice President & Actuary
Pruco Life Insurance Company of New Jersey


                                     II-53




                       CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the use in the Prospectus constituting part of this
Post-Effective Amendment No. 23 to the registration statement on Form S-6 (the
"Registration Statement") of our report dated March 20, 1998, relating to the
financial statements of the Pruco Life of New Jersey Single Premium Variable
Life 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 23, 1998, relating to the
financial statements of Pruco Life Insurance Company of New Jersey, which
appears in such Prospectus.

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


PRICE WATERHOUSE LLP

New York, New York
April 24, 1998

                                     II-54





                         INDEPENDENT AUDITORS' CONSENT

     We consent to the use in this Post-Effective Amendment No. 23 to
Registration Statement No. 2-99537 on Form S-6 of Pruco Life of New Jersey
Single Premium Variable Life Account of Pruco Life Insurance Company of New
Jersey (1) of our report dated February 15, 1996, relating to the financial
statements of Pruco Life of New Jersey Single Premium Variable Life Account, and
(2) of our report dated December 19, 1996, relating to the financial statements
of Pruco life Insurance Company of New Jersey appearing in the Prospectus, which
is part of such Registration Statement, and (3) to the reference to us under the
heading "Experts" in such Prospectus.


/s/ DELOITTE & TOUCHE LLP

Parsippany, New Jersey
April 24, 1998

                                     II-55



<TABLE> <S> <C>


<ARTICLE>                     6 
<LEGEND>
                             FINANCIAL DATA SCHEDULE
                           Article 6 of Regulation S-X
          Pruco Life of New Jersey Single Premium Variable Life Account
</LEGEND>
<MULTIPLIER>            1,000
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-END>                               DEC-31-1997
<INVESTMENTS-AT-COST>                           43,214
<INVESTMENTS-AT-VALUE>                          48,691
<RECEIVABLES>                                       74
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                  48,764
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                                  0
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                            2,989
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                                    48,764
<DIVIDEND-INCOME>                                1,843
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                   4,355
<EXPENSES-NET>                                     533
<NET-INVESTMENT-INCOME>                          1,311
<REALIZED-GAINS-CURRENT>                         1,267
<APPREC-INCREASE-CURRENT>                         (183)
<NET-CHANGE-FROM-OPS>                            6,750
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                              0
<NUMBER-OF-SHARES-REDEEMED>                          0
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                           2,015
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        


</TABLE>


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