PRUCO LIFE INSURANCE CO, S-1/A, 1995-11-17

PRUCO LIFE INSURANCE CO
S-1/A, 1995-11-17

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As filed with the SEC on ____________ Registration No. 33-61143

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------

FORM S-1
Pre-Effective Amendment No. 1

REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933

PRUCO LIFE INSURANCE COMPANY
(Exact Name of Registrant)

Arizona
(State or other jurisdiction of incorporation or organization)

6311
(Primary Standard Industrial Classification Code Number)

22-194455
(I.R.S. Employer Identification Number)

c/o PRUCO LIFE INSURANCE COMPANY
213 Washington Street
Newark, New Jersey 07102-2992
(800) 445-4571
(Address and telephone number of principal executive offices)

----------

Thomas C. Castano
Assistant Secretary
Pruco Life Insurance Company
213 Washington Street
Newark, New Jersey 07102-2992
(800)445-4571
(Name, address, and telephone number of agent for service)

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

----------

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

If any of the securities being offered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following
box....................................................................[X]

<PAGE>

CROSS REFERENCE SHEET
(as required by Form S-1)

S-1 Item Number and Caption Location
- --------------------------- --------
<S> <C>

1. Forepart of the Registration Statement and
Outside Front Cover Page of Prospectus................. Cover

2. Inside Front and Outside Back Cover Pages of
Prospectus............................................. Inside Front Cover

3. Summary Information, Risk Factors and Ratio of
Earnings to Fixed Charges.............................. Cover; Brief Description Of The Contract; Charges,
Fees and Deductions

4. Use of Proceeds........................................ The Interest-Rate Investment Options
and Investments by Pruco Life

5. Determination of Offering Price........................ Not applicable

6. Dilution............................................... Not applicable

7. Selling Security Holders............................... Not applicable

8. Plan of Distribution................................... Sale of the Contract and Sales Commissions

9. Description of Securities to be
Registered............................................. Cover; Pruco Life Insurance Company; Charges, Fees
and Deductions; Voting Rights

10. Interests of Named Experts
and Counsel............................................ Not applicable

11. Information with Respect to
the Registrant......................................... The Pruco Life Insurance Company; Litigation;
Financial Statements; State Regulation; Federal Tax
Status; Directors and Officers; Executive Compensation

12. Disclosure of Commission Position on Indemni-
fication for Securities Act Liabilities................ Not applicable

</TABLE>

<PAGE>

PART I

INFORMATION REQUIRED IN A PROSPECTUS

<PAGE>

OVERCOVER

[PRUDENTIAL LOGO]

<PAGE>

PROSPECTUS

November 20, 1995

PRUCO LIFE FLEXIBLE PREMIUM VARIABLE ANNUITY ACCOUNT
VARIABLE ANNUITY CONTRACTS

PRUCO LIFE MARKET-VALUE ADJUSTMENT ANNUITY CONTRACTS

DISCOVERY PREFERRED

This prospectus describes the Discovery(sm) Preferred Annuity Contract*, an
individual variable annuity contract offered by Pruco Life Insurance Company
("Pruco Life", "we" or "us"), a stock life insurance company that is a
wholly-owned subsidiary of The Prudential Insurance Company of America ("The
Prudential").

The Contract is purchased by making an initial payment of $10,000 or more.
Additional payments of $1,000 or more may also be made. Following the deduction
for any applicable taxes, the purchase payments may be allocated as you direct
in one or more of the following ways.

o They may be allocated to one or more of eleven subaccounts each of which
invests in a corresponding portfolio of The Prudential Series Fund, Inc.
(the "Series Fund").

o They may be allocated to a fixed-rate option which guarantees a stipulated
rate of interest for a one year period.

o They may be allocated to a market-value adjustment option which guarantees
a stipulated rate of interest if held for a seven year period.

The value allocated to the subaccounts will vary daily with the investment
performance of those accounts. If amounts allocated to a market-value adjustment
option are withdrawn or transferred prior to the expiration of the interest rate
period, the contract value will be subject to a Market-Value Adjustment, which
could result in receipt of more or less than the original amount allocated to
that option. On the annuity date, the amount credited under the Contract will be
applied to effect a fixed-dollar annuity. Upon annuitization, your participation
in the investment options ceases. Prior to that annuity date, you may withdraw
in whole or in part the cash value of the Contract.

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

This prospectus provides information a prospective investor should know before
investing. Additional information about the Contract has been filed with the
Securities and Exchange Commission in a Statement of Additional Information,
dated November 20, 1995, which information is incorporated herein by reference,
and is available without charge upon written request to Pruco Life Insurance
Company, 213 Washington Street, Newark, New Jersey 07102-2992, or by telephoning
(800) 445-4571.

The attached prospectus for the Series Fund and its statement of additional
information describe the investment objectives and risks of investing in the
portfolios. Additional portfolios and subaccounts may be offered in the future.

The Contents of the Statement of Additional Information appear on page of this
prospectus.

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

PLEASE READ THIS PROSPECTUS AND KEEP IT FOR FUTURE REFERENCE. IT IS ATTACHED TO
A CURRENT PROSPECTUS FOR THE PRUDENTIAL SERIES FUND, INC.

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
213 Washington Street
Newark, New Jersey 07102-2992
Telephone: (800) 445-4571

*Discovery is a service mark of The Prudential.

DISCOP-1 Ed 11-95
Cat. No. 64M630L

<PAGE>

PROSPECTUS CONTENTS
<TABLE>
<CAPTION>

Page

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

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

FEE TABLE......................................................................................................................4

GENERAL INFORMATION ABOUT PRUCO LIFE, THE PRUCO LIFE FLEXIBLE PREMIUM VARIABLE
ANNUITY ACCOUNT, AND THE INVESTMENT OPTIONS AVAILABLE UNDER THE CONTRACT..................................................7
Pruco Life Insurance Company..............................................................................................7
Pruco Life Flexible Premium Variable Annuity Account......................................................................7
The Prudential Series Fund, Inc...........................................................................................7
The Interest-Rate Investment Options and Investments by Pruco Life........................................................8

DETAILED INFORMATION ABOUT THE CONTRACT........................................................................................8
Requirements for Issuance of a Contract...................................................................................8
Short-Term Cancellation Right or "Free Look"..............................................................................9
Allocation of Purchase Payments...........................................................................................9
Cash Value................................................................................................................9
Guaranteed Interest Rate Periods..........................................................................................9
What Happens When an Interest Cell Reaches its Maturity Date?.............................................................9
Transfers................................................................................................................10
Dollar Cost Averaging....................................................................................................10
Auto-Rebalancing.........................................................................................................10
Withdrawals..............................................................................................................11
Automated Withdrawals....................................................................................................11
Market-Value Adjustment..................................................................................................11
Death Benefit............................................................................................................11
Valuation of a Contract Owner's Contract Fund............................................................................12

CHARGES, FEES AND DEDUCTIONS..................................................................................................12
Premium Taxes and Taxes Attributable to Purchase Payments................................................................12
Administrative Charge....................................................................................................12
Charge for Assuming Mortality and Expense Risks..........................................................................13
Expenses Incurred by the Series Fund.....................................................................................13
Withdrawal Charge........................................................................................................13
Transaction Charge.......................................................................................................14
Critical Care Access.....................................................................................................14

FEDERAL TAX STATUS............................................................................................................14
Diversification..........................................................................................................14
Taxes Payable by Contract Owners.........................................................................................14
Withholding..............................................................................................................15
Impact of Federal Income Taxes...........................................................................................15
IRAs ................................................................................................................16
Minimum Distribution Option..............................................................................................16
Taxes on Pruco Life......................................................................................................16

EFFECTING AN ANNUITY..........................................................................................................16
Annuity Payments for a Fixed Period......................................................................................17
Life Annuity with 120 Payments Certain...................................................................................17
Interest Payment Option..................................................................................................17
Legal Considerations Relating to Sex-Distinct Annuity Purchase Rates.....................................................17
</TABLE>

<PAGE>

<TABLE>
<S> <C>
OTHER INFORMATION.............................................................................................................17
Required Distributions on Death of Owner.................................................................................17
Misstatement of Age or Sex...............................................................................................18
Sale of the Contract and Sales Commissions...............................................................................18
Voting Rights............................................................................................................18
Substitution of Series Fund Shares.......................................................................................19
Ownership of the Contract................................................................................................19
Performance Information..................................................................................................19
Reports to Contract Owners...............................................................................................19
State Regulation.........................................................................................................19
Statement of Additional Information .....................................................................................20
Experts ................................................................................................................20
Litigation...............................................................................................................20
Additional Information ..................................................................................................20
Financial Information ...................................................................................................20
SELECTED FINANCIAL DATA ......................................................................................................21
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
for Period Ended September 30, 1995 .....................................................................................22
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
for Years Ended December 31, 1994, 1993 and 1992 ........................................................................23

DIRECTORS AND OFFICERS........................................................................................................26
EXECUTIVE COMPENSATION .......................................................................................................27

CONSOLIDATED FINANCIAL STATEMENTS OF PRUCO LIFE INSURANCE COMPANY AND
SUBSIDIARIES (Unaudited).................................................................................................A1

CONSOLIDATED FINANCIAL STATEMENTS OF PRUCO LIFE INSURANCE COMPANY AND SUBSIDIARIES............................................B1

MARKET-VALUE ADJUSTMENT FORMULA...............................................................................................C1
</TABLE>

<PAGE>

DEFINITIONS OF SPECIAL TERMS USED IN THIS PROSPECTUS

Account--See the Pruco Life Flexible Premium Variable Annuity Account (the
"Account"), below.

annuitant--The person or persons, designated by the Contract owner, upon whose
life or lives monthly annuity payments are based after an annuity is effected.

annuity contract--A contract designed to provide an annuitant with an income,
which may be a lifetime income, beginning on the annuity date.

annuity date--The date, specified in the Contract, when annuity payments begin.

cash value--The surrender value of the Contract, which equals the Contract Fund
plus or minus any Market-Value Adjustments less any withdrawal charge and any
administrative charge due upon surrender.

charge-free amount--The amount of your Contract Fund that is not subject to a
withdrawal charge.

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

Contract date--The date Pruco Life received the initial purchase payment and
necessary documentation for the Contract.

Contract Fund--The total value attributable to a specific Contract representing
amounts invested in all the subaccounts and in the interest-rate investment
options.

Contract owner--You. The person who purchases a Discovery Preferred Contract and
makes the purchase payments. The owner will usually also be an annuitant, but
need not be. The owner has all rights in the Contract before the annuity date.
Subject to certain limitations and requirements described in this prospectus,
these rights include the right to make withdrawals or surrender the Contract, to
designate and change the beneficiaries who will receive the proceeds at the
death of the annuitant before the annuity date, to transfer funds among the
investment options, and to designate a mode of settlement for the annuitant on
the annuity date.

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

fixed-rate option--An investment option under which Pruco Life credits interest
to the amount allocated at a guaranteed interest rate periodically declared in
advance by Pruco Life but not less than 3%.

guaranteed interest rate--The effective annual interest rate credited during the
interest rate period.

interest cell--A division of the interest-rate investment options which is
established whenever you allocate or transfer money into an interest-rate
investment option. The amount in the interest cell is credited with a guaranteed
interest rate, declared in advance by Pruco Life and never less than 3%, if held
for the duration of the cell's interest rate period.

interest-rate investment options--The fixed-rate option and the market-value
adjustment option.

interest rate period--The period for which the guaranteed interest rate is
credited.

Market-Value Adjustment--If amounts are withdrawn or transferred from a
market-value adjustment option before the end of the interest rate period, a
Market-Value Adjustment will occur. A Market-Value Adjustment may result in an
increase, decrease or no change in the value of the money that was in the
interest cell. For the formula used to calculate the adjustment, see
MARKET-VALUE ADJUSTMENT FORMULA, on page C1.

market-value adjustment option ("MVA option")--An interest-rate investment
option subject to a Market- Value Adjustment.

The Pruco Life Flexible Premium Variable Annuity Account (the "Account")--A
separate account of Pruco Life registered as a unit investment trust under the
Investment Company Act of 1940.

The Prudential Series Fund, Inc. (the "Series Fund")--A series mutual fund with
separate portfolios, one or more of which may be chosen as an underlying
investment for the Contract.

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

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 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.

<PAGE>

BRIEF DESCRIPTION OF THE CONTRACT

The Discovery Preferred Annuity Contract offers you a way to invest on a
tax-deferred basis in a variety of investment options and provide income
protection for later life by financing annuity payments commencing on the
annuity date. The Contract is a variable annuity contract. The value of the
Contract depends upon investment results of the investment option[s]. Currently,
you may place the invested portion of your purchase payments into one or a
combination of variable and interest-rate investment options. Amounts held under
the Contract may be withdrawn, in whole or in part, prior to the annuity date.
The Contract also provides for a death benefit.

The Contract is purchased by making an initial payment of at least $10,000.
Additional payments of $1,000 or more may also be made. After the deduction of
any charge for taxes attributable to purchase payments is made, purchase
payments are allocated to the subaccounts and/or the fixed-rate investment or
market-value adjustment options in accordance with your instructions.

Currently, there are eleven variable investment options, each of which is called
a subaccount. The assets of each subaccount are invested in a corresponding
portfolio of The Prudential Series Fund, Inc., a series mutual fund for which
The Prudential acts as investment adviser. The Money Market Portfolio is
invested in short-term debt obligations similar to those purchased by money
market funds; the Bond Portfolio is invested primarily in high quality
medium-term corporate and government debt securities; the Conservatively Managed
Flexible Portfolio is invested in a mix of money market instruments, fixed
income securities, and common stocks, in proportions believed by the investment
manager to be appropriate for an investor who desires diversification of
investment and who prefers a relatively lower risk of loss and a correspondingly
reduced chance of high appreciation; the Aggressively Managed Flexible Portfolio
is invested in a mix of money market instruments, fixed income securities, and
common stocks, in proportions believed by the investment manager to be
appropriate for an investor desiring diversification of investment who is
willing to accept a relatively high level of loss in an effort to achieve
greater appreciation; the High Yield Bond Portfolio is invested primarily in
high yield fixed income securities of medium to lower quality, also known as
high risk bonds; the High Dividend Stock Portfolio is invested primarily in
common stocks and convertible securities that provide favorable prospects for
investment income returns above those of the Standard & Poor's 500 Stock Index
or the NYSE Composite Index; the Common Stock Portfolio is invested primarily in
common stocks; the Growth Stock Portfolio is invested primarily in equity
securities of established companies with above-average growth prospects; the
Small Capitalization Stock Portfolio is invested primarily in equity securities
of publicly-traded companies with small market capitalization; the Global Equity
Portfolio is invested primarily in common stocks and common stock equivalents
(such as convertible debt securities) of foreign and domestic insurers; 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 7
and in the attached prospectus for the Series Fund.

The fixed-rate option guarantees a stipulated rate of interest for a one-year
period. The market-value adjustment option (the "MVA option") guarantees a
stipulated rate of interest for a seven-year period.

The quoted interest rates will be expressed as an effective annual yield.
Interest will be credited daily throughout the interest rate period at a rate
that will provide the guaranteed annual effective yield over the period of one
year. The MVA and fixed-rate options are made up of individual "interest cells"
each of which is established whenever you allocate or transfer money into those
options. Your Pruco Life representative will tell you the rates of interest
currently in effect. This rate will never be below 3%.

The value of each Market-Value Adjustment interest cell, prior to its maturity
date, varies with changes in interest rates in the same way that the value of a
bond changes. If interest rates have risen since the interest cell was
established, its value will have decreased. If you make a withdrawal or transfer
prior to the maturity date, the value of the interest cell will be adjusted up
or down or not at all, depending upon the difference in interest rates between
the date when the cell was established and the date of withdrawal. The maximum
value of the factor used in determining the amount of adjustment, either
positive or negative, is 0.40. See Market-Value Adjustment, page 11.

Pruco Life makes charges under the Contract for the costs of selling and
distributing the Contract, for administering the Contract, and for assuming
mortality and expense risks under the Contract. Moreover, a charge may be
deducted for taxes attributable to purchase payments, including premium tax. In
the case of premium tax, Pruco Life will deduct the tax, as provided by
applicable law, either from the purchase payment when received, or from the
Contract Fund at the time the annuity is effected. The deduction may be lower,
or not made at all, for larger purchase payments. See Premium Taxes and Taxes
Attributable to Purchase Payments, page 12. A charge against

<PAGE>

the Series Fund's assets is made by the investment adviser for providing
investment advisory and management services.

An administrative charge is deducted from the assets held in the variable
investment options at an annual rate of 0.15%. Although there is no current
intention to do so, we reserve the right to impose an additional administrative
charge of up to $25 on each Contract anniversary and at the time of a full
withdrawal for Contract Funds less than $50,000. A mortality and expense risk
charge equal to an annual rate of 1.25% is deducted from the assets held in the
variable investment options. A withdrawal charge may be imposed upon withdrawals
made in the first seven Contract years. The maximum withdrawal charge is 7% of
the amount withdrawn. Further detail about charges may be found under CHARGES,
FEES AND DEDUCTIONS, page 12.

In the event that the sole or last surviving annuitant dies prior to the annuity
date or the surrender of the Contract for its cash value, Pruco Life will pay a
death benefit to the stated beneficiary. If the annuitant was the sole owner of
the Contract and the sole beneficiary is the annuitant's spouse, the spouse may
be able to continue the Contract. See Death Benefit, page 11. In the event that
the annuitant dies after an annuity has been effected but before the entire
value of the Contract is distributed, special distribution rules apply. See
EFFECTING AN ANNUITY, page 16

Amounts may be transferred out of an investment option into any combination of
other investment options available under the Contract. There are no minimum
transfer dollar amount requirements. Market-Value Adjustments may apply.
Restrictions apply on transfers made from the fixed-rate option. See Transfers,
page 10.

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 9.

You may withdraw all or part of the Contract Fund prior to the annuity date,
subject to the possible withdrawal charge mentioned above. See Withdrawals, page
11. If a full or partial withdrawal is requested, it may be wholly or partially
taxable. Certain withdrawals may be subject to a federal penalty tax as well as
a federal income tax. See Taxes Payable by Contract Owners, page 14. If a lump
sum is requested, it will generally be paid within 7 days and deducted from the
Contract Fund. See Withdrawals, page 11. If an annuity option is selected,
annuity payments will be in installments of guaranteed amounts. See EFFECTING AN
ANNUITY, page 16.

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.

<PAGE>

FEE TABLE

Contract Owner Transaction Expenses

Sales Charge Imposed on Purchase Payments...............................None

Maximum Withdrawal Charge:

- --------------------------------------------------------------------------------
The Withdrawal Charge Will Be Equal
For Withdrawals During The Contract To The Following Percentage Of The
Year Indicated Amount Withdrawn*
- --------------------------------------------------------------------------------
First Contract Year 7%
Second Contract Year 6%
Third Contract Year 5%
Fourth Contract Year 4%
Fifth Contract Year 3%
Sixth Contract Year 2%
Seventh Contract Year 1%
Eighth and Subsequent Contract Years No Charge
- --------------------------------------------------------------------------------

* The withdrawal charge is not imposed on any charge-free withdrawal amounts,
withdrawals made under Critical Care Access, see page 14, or any amount
used to provide income under the Life Annuity with 120 Payments Certain
option.

Annual Contract Fee and Fee upon Full Withdrawal........................None**

** We reserve the right to impose such a charge in the future, but not more
than $25. If made, it will be apportioned over all accounts making up the
Contract Fund as of the effective date of that deduction. Amounts
apportioned to the two interest-rate investment options will reduce the
interest cells on a FIFO (first in/first out) basis determined by the age
of the cell. The charge will not be made upon withdrawals under Critical
Care Access or if the Contract Fund is $50,000 or more.

Separate Account Annual Expenses
(as a Percentage of average Contract Fund)

All Subaccounts

Mortality and Expense Risk Fee.................. 1.25%

Administrative Fee.............................. 0.15%
-----

Total Separate Account Annual Expenses.......... 1.40%
=====

The Prudential Series Fund, Inc. Annual Expenses

(as a percentage of portfolio average net assets)
<TABLE>
<CAPTION>

Conservatively Aggressively High
Money Managed Managed Yield Common
Market Bond Flexible Flexible Bond Stock
--------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Investment Management Fee............... .40% .40% .55% .60% .55% .45%
Other Expenses.......................... .07% .05% .06% .06% .10% .10%
---- ---- ---- ---- ---- ----
Total Series Fund Annual Expenses....... .47% .45% .61% .66% .65% .55%
==== ==== ==== ==== ==== ====
</TABLE>
<TABLE>
<CAPTION>

Small
High Growth Capitalization Global Natural
Dividend Stock Stock Equity Resources
-------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Investment Management Fee .............. .40% .60% .40% .75% .45%
Other Expenses.......................... .12% .15% .22% .48% .16%
---- ---- ---- ---- ----
Total Series Fund Annual Expenses....... .52% .75% .62% 1.23% .61%
==== ==== ==== ===== ====
</TABLE>

<PAGE>

The purpose of the foregoing tables is to assist Contract owners in
understanding the expenses of the Pruco Life Flexible Premium Variable Annuity
Account and The Prudential Series Fund, Inc. that they bear, directly or
indirectly. See the sections on charges in this prospectus and the attached
prospectus for the Series Fund. The above tables do not include any taxes
attributable to purchase payments nor any premium taxes.

Except for the Global Equity Portfolio, The Prudential reimburses a portfolio
when its ordinary operating expenses, excluding taxes, interest, and brokerage
commissions exceed 0.75% of the portfolio's average daily net assets. With the
exception of the Growth Stock and Small Capitalization Stock Portfolios, the
amounts listed for the portfolios under "Other Expenses" are based on amounts
incurred in the last fiscal year.

The Growth Stock and Small Capitalization Stock Portfolios commenced operations
in 1995 and therefore do not have actual expense amounts available for the
previous fiscal year. Consequently, for the fee table above and the examples
that follow, the figures shown as "Other Expenses" and total expenses are based
on estimated amounts for the current fiscal year. It is anticipated that as
average net assets of both portfolios grow, the magnitude of "Other Expenses"
will decrease and become comparable to that of other portfolios.

Examples of Fees and Expenses

The following examples illustrate the cumulative dollar amount of all the above
expenses that would be incurred on each $1,000 of your investment.

o The examples assume a consistent 5% annual return on invested assets;

o The examples do not take into consideration any taxes attributable to
purchase payments nor any premium taxes which may be payable at the
time of annuitization or at the time of purchase payments;

For a term less than 10 years, the expenses shown in Table I describe applicable
charges for the withdrawal of your entire Contract Fund or if you use your
Contract Fund to effect an annuity assuming, in each case, that your Contract
Fund is invested entirely in the designated portfolio. The examples should not
be considered to be a representation of past or future expenses; actual expenses
incurred in any given year may be more or less than those shown in the examples.

<PAGE>

TABLE I

If you withdraw your entire Contract Fund just prior to the end of the
applicable time period or if you use your Contract Fund to effect an annuity at
the end of the applicable time period, you would pay the following cumulative
expenses on each $1,000 invested. (Note: The 1, 3 and 5 Year columns reflect the
imposition of the withdrawal charge; however, if you choose certain annuity
options after the first year this charge will not be made. Where this is the
case, the expenses shown in Table II below would be applicable. See Withdrawal
Charge, on page 13.)

1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------

Money Market Portfolio ....................... $ 82 $ 93 $115 $216
Bond Portfolio ............................... $ 82 $ 92 $114 $214
Conservatively Managed Flexible Portfolio .... $ 83 $ 97 $122 $230
Aggressively Managed Flexible Portfolio ...... $ 84 $ 99 $124 $236
High Yield Bond Portfolio .................... $ 84 $ 98 $124 $234
High Dividend Stock Portfolio ................ $ 82 $ 94 $117 $221
Common Stock Portfolio ....................... $ 83 $ 95 $119 $224
Growth Stock Portfolio ....................... $ 85 $101 $129 $245
Small Capitalization Stock Portfolio ......... $ 83 $ 97 $122 $231
Global Equity Portfolio ...................... $ 89 $116 $153 $293
Natural Resources Portfolio .................. $ 83 $ 97 $122 $230

TABLE II

If you do not withdraw any portion of your Contract Fund as of the end of the
applicable time period, you would pay the following cumulative expenses on each
$1,000 invested.

1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------

Money Market Portfolio ....................... $ 19 $ 58 $100 $216
Bond Portfolio ............................... $ 19 $ 57 $ 99 $214
Conservatively Managed Flexible Portfolio .... $ 20 $ 62 $107 $230
Aggressively Managed Flexible Portfolio ...... $ 21 $ 64 $109 $236
High Yield Bond Portfolio .................... $ 21 $ 63 $109 $234
High Dividend Stock Portfolio ................ $ 19 $ 59 $102 $221
Common Stock Portfolio ....................... $ 20 $ 60 $104 $224
Growth Stock Portfolio ....................... $ 22 $ 66 $114 $245
Small Capitalization Stock Portfolio ......... $ 20 $ 62 $107 $231
Global Equity Portfolio ...................... $ 26 $ 81 $138 $293
Natural Resources Portfolio .................. $ 20 $ 62 $107 $230

Notice that in both of the above tables, the level of cumulative charges is
identical for the 10 year column. This is because at that point there are no
withdrawal charges taken by Pruco Life upon surrender or annuitization.

<PAGE>

GENERAL INFORMATION ABOUT PRUCO LIFE,
THE PRUCO LIFE FLEXIBLE PREMIUM
VARIABLE ANNUITY ACCOUNT, AND THE
INVESTMENT OPTIONS AVAILABLE UNDER THE
CONTRACT

Pruco Life Insurance Company

Pruco Life Insurance Company ("Pruco Life") is a stock life insurance company,
organized in 1971 under the laws of the State of Arizona. Pruco Life is licensed
to sell life insurance and annuities in the District of Columbia, Guam, and in
all states except New York. These Contracts are not offered in any state in
which the necessary approvals have not yet been obtained. Pruco Life is a
wholly-owned subsidiary of The Prudential, a mutual insurance company founded in
1875 under the laws of the State of New Jersey. As of December 31, 1994, The
Prudential has invested over $442 million in Pruco Life in connection with Pruco
Life's organization and operation. The Prudential intends from time to time to
make additional capital contributions to Pruco Life as needed to enable it to
meet its reserve requirements and expenses in connection with its business. The
Prudential is under no obligation to make such contributions and its assets do
not back the benefits payable under the Contract. Pruco Life's consolidated
financial statements appear on page A1 and should be considered only as bearing
upon Pruco Life's ability to meet its obligations under the Contracts.

Pruco Life Flexible Premium Variable Annuity Account

The Pruco Life Flexible Premium Variable Annuity Account (the "Account") was
established on June 16, 1995 under Arizona law as a separate investment account.
The Account meets the definition of a "separate account" under federal
securities laws. Pruco Life is the legal owner of the assets in the Account and
is obligated to provide all benefits under the Contracts. Pruco Life will at all
times maintain assets in the Account with a total market value at least equal to
the reserve and other liabilities relating to the variable benefits attributable
to the Account. These assets are segregated from all of Pruco Life's other
assets and may not be charged with liabilities which arise from any other
business Pruco Life conducts. In addition to these assets, the Account's assets
may include funds contributed by Pruco Life to commence operation of the Account
and may include accumulations of the charges Pruco Life makes against the
Account. From time to time these additional assets will be transferred to Pruco
Life's general account. Before making any such transfer, Pruco Life will
consider any possible adverse impact the transfer might have on the Account.

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

The Prudential Series Fund, Inc.

The Prudential Series Fund, Inc. is registered under the 1940 Act as an open-end
diversified management investment company. Its shares are currently sold only to
separate accounts of The Prudential and certain other subsidiary insurers that
offer variable life insurance and variable annuity contracts. The Account will
purchase and redeem shares from the Series Fund at net asset value. Shares will
be redeemed to the extent necessary for The Prudential 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.

The Prudential is the investment advisor for the assets of each of the
portfolios of the Series Fund. The Prudential's principal business address is
Prudential Plaza, Newark, New Jersey 07102-3777. The Prudential has a Service
Agreement with its wholly-owned subsidiary The Prudential Investment Corporation
("PIC"), which provides that, subject to The Prudential's supervision, PIC will
furnish investment advisory services in connection with the management of the
Series Fund. In addition, The Prudential has entered into a Subadvisory
Agreement with its wholly-owned subsidiary Jennison Associates Capital Corp.
("Jennison"), under which Jennison furnishes investment advisory services in
connection with the management of the Growth Stock Portfolio. Further detail is

<PAGE>

provided in the prospectus and statement of additional information for the
Series Fund. The Prudential, PIC and Jennison are registered as investment
advisors under the Investment Advisers Act of 1940.

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

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

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.

The Interest-Rate Investment Options and Investments by Pruco Life

Purchase payments invested in the interest- rate investment options do not
result in participation in the investment gains or losses of any designated
portfolio of investments as is the case for payments invested in the variable
investment options. The amounts invested in the interest-rate investment options
are credited with interest at rates guaranteed by Pruco Life. All of Pruco
Life's assets stand behind those guarantees.

Assets of Pruco Life must be invested in accordance with requirements
established by applicable state laws regarding the nature and quality of
investments that may be made by life insurance companies and the percentage of
their assets that may be committed to any particular type of investment. In
general, these laws permit investments, within specified limits and subject to
certain qualifications, in federal, state, and municipal obligations, corporate
bonds, preferred and common stocks, real estate mortgages, real estate and
certain other investments.

DETAILED INFORMATION ABOUT THE CONTRACT

Requirements for Issuance of a Contract

The minimum initial purchase payment is $10,000. Purchase payments in excess of
$2 million require prior approval of Pruco Life. The Contract may generally be
issued on proposed annuitants below the age of 86. Contracts purchased in
connection with Individual Retirement Annuity plans (IRAs) will generally be
issued to annuitants below the age of 70. However, IRA Contracts may be issued
up to age 80 provided that the Minimum Distribution Option or other appropriate
IRS election is made. Before issuing any Contract, we require submission of
certain information. Following our review of the information and approval of
issuance, a Contract will be issued

<PAGE>

that sets forth precisely your rights and Pruco Life's obligations. You may
thereafter make additional payments of $1,000 or more, but there is no
obligation to do so. The Contract date will be the date the purchase payment and
required information are received at a Pruco Life Home Office. If the current
underwriting requirements are not met and the issuance of the Contract is not
approved, the purchase payment will promptly be returned. Pruco Life reserves
the right to change these requirements on a non-discriminatory basis.

Short-Term Cancellation Right or "Free Look"

Generally, you may return a Contract for refund within 10 days after you receive
it. Some states allow a longer period of time during which a Contract may be
returned for a refund. A refund may be requested by mailing or delivering the
Contract to the representative who sold it or to a Pruco Life Home Office. You
will then receive a refund of all purchase payments made, plus any interest
credited, plus or minus any change in cash value due to investment experience or
market value adjustment, calculated as if no charges had been made against the
account or the underlying variable investment funds. If you purchase the
Contract as an individual retirement annuity, federal law requires that you
return the Contract for refund within 7 days. However, where applicable state
law so requires and as required by federal law, if you exercise your short-term
cancellation right you will receive a refund of all purchase payments made
without adjustment.

Allocation of Purchase Payments

You determine how the initial purchase payment will be allocated among the
subaccounts and interest-rate investment options by specifying the desired
allocation on the application form for the Contract. You may choose to allocate
nothing to a particular subaccount or to the interest-rate investment options.
Unless you tell us otherwise, subsequent purchase payments will be allocated in
the same proportions as the most recent purchase payment made (unless that was a
purchase payment you directed us to allocate on a one time-only basis). You may
change the way in which subsequent purchase payments are allocated by providing
Pruco Life with proper written instruction or by telephoning the designated
Pruco Life Home Office, provided you are enrolled to use the Telephone Transfer
system. See Transfers, page 10.

Cash Value

The cash value of the Contract is the amount you will receive if you withdraw
all of your Contract Fund. It is equal to the value of the Contract Fund plus or
minus any applicable Market-Value Adjustment of all amounts in MVA option
interest cells and minus any applicable withdrawal charge. A withdrawal will
generally have federal income tax consequences, which could include tax
penalties. You should consult with a tax adviser before making a withdrawal. See
Withdrawals, on page 11 and Federal Tax Status, on page 14.

Guaranteed Interest Rate Periods

Pruco Life determines the effective guaranteed, annual interest rate
("guaranteed interest rate") that is available at any given time for the one
year fixed-rate option and for the MVA option. This is the rate that the portion
of the Contract Fund allocated to that option will earn throughout each interest
rate period. The rates change frequently and you may learn what rate[s] are
available from your Pruco Life representative. When you select an interest-rate
investment option, your payment will be allocated to an interest rate cell and
the interest rate will then not change until the cell's maturity date. Interest
will be added to the amount in the cell daily at a rate that will provide the
guaranteed effective yield over the period of one year.

Although the guaranteed interest rates offered may change, the minimum
guaranteed interest rate will never be less than an effective annual rate of 3%.

What Happens When an Interest Cell Reaches its Maturity Date?

On each maturity date, we will offer an election to transfer the amount maturing
into either of the available interest-rate investment options or the
subaccounts. A Market-Value Adjustment will not be made if this is done within
the first 30 days after an interest cell within the MVA option matures. Any
amount that you transfer into the same interest-rate investment option during
the 30-day period will receive the appropriate rate for that option, effective
as of the maturity date. Amounts that you withdraw or transfer into a variable
investment option or into a different interest-rate investment option during the
30-day period will receive interest for the period between the maturity date and
the date of withdrawal or transfer at the declared renewal rate for the matured
cell (i.e. as if you had taken no action within the 30-day period) and will be
effective on the date Pruco Life receives your request.

<PAGE>

If you do not make an election to transfer within the 30-day period following
the maturity date, the amount maturing will ordinarily be transferred into a new
interest cell of the same duration as the maturing cell at the prevailing
interest rate. The transfer date will be the maturity date.

Transfers

You may transfer out of an investment option into any combination of other
investment options available under the Contract. The transfer request may be in
dollars, such as a request to transfer $1,000 from one subaccount to another, or
may be in terms of a percentage reallocation among subaccounts. In the latter
case, the percentages must be whole numbers. You may make transfers by proper
written notice to a Pruco Life Home Office, or by telephone, unless you ask that
transfers by telephone not be made. Pruco Life has adopted procedures designed
to ensure that requests by telephone are genuine and will require appropriate
identification for that purpose. We cannot guarantee that you will be able to
get through to complete a telephone transfer during peak periods such as periods
of drastic economic or market change.

Transfers among subaccounts will take effect as of the end of the valuation
period in which a proper transfer request is received at a Pruco Life Home
Office. Transfers from interest-rate investment options will take effect on the
day we receive your proper notice at our Home Office. Transfers out of an
interest cell in the fixed-rate option are permitted only during the 30-day
period following its maturity date. Amounts transferred from a market- value
adjustment option interest cell may be subject to a Market-Value Adjustment if
the transfer is not made in the 30-day period following the maturity date of the
interest cell.

You may make up to 12 transfers a year without charge. Thereafter, Pruco Life
will assess a charge of $25 for each subsequent transfer during that Contract
year. See Transaction Charge, page 14. Dollar Cost Averaging transfers do not
count towards the 12 transfers per year that can be made without charge.

Dollar Cost Averaging

Additionally, an administrative feature called Dollar Cost Averaging ("DCA") is
available to Contract owners. This feature allows you to transfer amounts out of
one of the variable investment options or the fixed-rate option and into one or
more other variable investment options. If you decide to employ this feature,
you establish a "DCA account" which may be all or part of the investment option
from which you wish the transfers to be made, but it may not be less than
$5,000. Transfers may be in specific dollar amounts or percentages of the amount
in the DCA account at the time of the transfer. If the DCA account balance drops
below $250, the entire remaining balance of the account will be transferred on
the next transfer date. You may ask that transfers be made monthly, quarterly,
semi-annually or annually. You can add to the DCA account at any time. Monthly
transfers must be at least 3% of the amount allocated to the Dollar Cost
Averaging account. The minimum transfer amount will only be recalculated upon an
increase in the amount allocated to the feature. These amounts are subject to
change at Pruco Life's discretion.

Each automatic transfer will take effect as of the end of the valuation period
in monthly, quarterly, semi-annual or annual intervals as designated by you
based on the date the Dollar Cost Averaging account was established, provided
the New York Stock Exchange is open on that date. The DCA account can only be
established on the 1st through the 28th of a month. If the New York Stock
Exchange is not open on a transfer date, the transfer will take effect as of the
end of the valuation period which immediately follows that date. Automatic
transfers will continue until the amount designated for Dollar Cost Averaging
has been transferred, or until you notify us of a change in allocation or
cancellation of the feature.

Auto-Rebalancing

This Contract offers a means of utilizing another investment technique that you
may find attractive. The Auto-Rebalancing feature allows you to automatically
rebalance subaccount assets at specified intervals based on percentage
allocations that you choose. For example, suppose your initial investment
allocation of variable investment options A and B is split 40% and 60%,
respectively. Then, due to investment results, that split changes. You may
instruct that those assets be rebalanced to your original or different
allocation percentages. Auto-Rebalancing can be performed on a one-time basis or
periodically, as you choose. The interest-rate investment options cannot
participate in this administrative feature.

<PAGE>

Withdrawals

You may at any time before the annuity date make a withdrawal from the Contract
Fund of all or part of the cash value of the Contract. However, Pruco Life's
consent will be required for a partial withdrawal if the amount requested is
less than $500. For federal income tax purposes, withdrawals from Contracts
other than individual retirement annuities are considered as having been made
first from investment income. See Taxes Payable by Contract Owners, page 14.

You may specify from which investment options you would like the withdrawal
processed. The withdrawal amount may be specified as a dollar amount or as a
percentage of the Contract Fund. If you do not specify from where you would like
the withdrawal processed, a partial withdrawal will be withdrawn proportionally
from all investment options. Within the interest-rate investment options, we
will take the withdrawal first from the oldest eligible interest cell or cells.
A Market-Value Adjustment may apply. See Market-Value Adjustment, page 11.

Only amounts withdrawn from purchase payments are subject to a withdrawal
charge. See Withdrawal Charge, page 13. The withdrawal will be effected as of
the end of the valuation period in which a proper withdrawal request is received
at a Pruco Life Home Office.

Pruco Life will generally pay the amount of any withdrawal, less any required
tax withholding, within 7 days after we receive a properly completed withdrawal
request. We will adjust the Contract Fund to reflect any applicable sales and/or
administrative charge and Market-Value Adjustment. We may delay payment of any
withdrawal allocable to the subaccount[s] for a longer period 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 withdrawal allocable to the interest-rate
investment options, we expect to pay the withdrawal promptly upon request.

Automated Withdrawals

Pruco Life also offers an Automated Withdrawal feature which enables you to
receive periodic withdrawals either monthly, quarterly, semi-annually or
annually. Withdrawals may be made from a designated portfolio or proportionally
from all portfolios. Withdrawals may be expressed as a specified dollar amount
or as a percentage of the Contract Fund. Withdrawal charges may apply if the
withdrawals in any Contract year exceed the charge-free amount.

Market-Value Adjustment

An amount transferred or withdrawn from an MVA option before its maturity date
will be subject to a Market-Value Adjustment.

The amount of the Market-Value Adjustment depends upon the difference between
the guaranteed interest rate for the interest cell from which the withdrawal or
transfer is being made and the interest rate being declared on the date of the
withdrawal or transfer by Pruco Life for interest rate periods approximately
equal to one year longer than the time remaining until the maturity date of the
interest cell. Pruco Life may not always offer MVA options at all durations.
Rates for intermediate durations not currently offered will be declared as often
as rates for durations which are offered. Such declared rates will be determined
in a manner consistent with the offered rates, but reflecting the different
investment horizon of the intermediate duration. If you specify your withdrawal
or transfer as a dollar amount, the Market-Value Adjustment may increase or
decrease the amount remaining in the MVA option. If you request the withdrawal
or transfer as a percentage of the Contract Fund, the Market-Value Adjustment
may increase or decrease the amount being withdrawn or transferred. If the
current declared rate is higher than the guaranteed rate, there will be a
decrease. If the current declared rate is lower than the guaranteed rate, there
will be an increase. The adjustment - whether up or down - will never be greater
than 40% of the amount subject to the adjustment. For a more precise description
of how the Market-Value Adjustment is determined, and an example of how it
affects the amount remaining after a partial withdrawal, see MARKET- VALUE
ADJUSTMENT FORMULA on page C1.

Death Benefit

If the last surviving or sole annuitant dies prior to the annuity date, Pruco
Life will, upon receipt of all of the information necessary to make the payment
(including due proof of death and election of a payment option), pay a death
benefit to the beneficiary designated by the Contract owner. The death benefit
will equal the greatest of: (1) the Contract Fund as of the date of due proof of
death; (2) the sum of all invested purchase payments made
11

<PAGE>

less total withdrawals made (including withdrawal charges); and (3) the greatest
of the Contract Fund values calculated on every third Contract anniversary
reduced by all subsequent withdrawals and withdrawal charges.

The beneficiary may receive this amount in one sum or under a payout option.
Unless the beneficiary has been irrevocably designated, you may change the
beneficiary at any time. If the annuitant dies after he or she has begun to
receive annuity payments, the death benefit, if any, will be determined by the
type[s] of payout provisions then in effect.

If the annuitant was the sole owner of the Contract, the annuitant's spouse was
the sole beneficiary, and the spouse had an unrestricted right to receive the
death benefit in one sum, then the spouse has the right to continue the Contract
as annuitant and owner.

Valuation of a Contract Owner's Contract Fund

The value of your Contract Fund is the sum of your interests in the variable
investment options and in the interest-rate investment options. The portion of
the Contract Fund allocated to the Account is the sum of the interests in each
subaccount. The values are measured in Units, for example, Money Market Units,
Bond Units or Aggressively Managed Flexible Units. Every purchase payment made
by an owner is converted into Units of the subaccount or subaccounts selected by
dividing the amount of the purchase payment by the Unit Value for the subaccount
to which that amount has been allocated. The value of these Units changes each
valuation period to reflect the investment results, expenses, and charges of the
subaccount and the corresponding Series Fund portfolio. Further detail about
Units is contained in the Statement of Additional Information.

There is, of course, no guarantee that your Contract Fund will increase or that
it will not fall below the amount of your total purchase payments. However,
Pruco Life guarantees a minimum interest rate of 3% a year on that portion of
the Contract Fund allocated to the interest-rate investment options. A
Market-Value Adjustment may apply to amounts held in the MVA option. Excess
interest on payments allocated to the interest-rate investment options may be
credited in addition to the guaranteed interest rate.

CHARGES, FEES AND DEDUCTIONS

Premium Taxes and Taxes Attributable to Purchase Payments

A charge may be deducted for premium taxes and any taxes attributable to
purchase payments. For these purposes, "premium taxes and taxes attributable to
purchase payments" shall include any state or local premium taxes and, where
approval has been obtained, any federal premium taxes and any federal, state or
local income, excise, business or any other type of tax (or component thereof)
measured by or based upon the amount of premium received by Pruco Life. In some
states a premium tax may be imposed on purchase payments. In several other
states a premium tax is payable when a Contract Fund is converted into an
annuity. The tax rates currently in effect in those states that impose a tax
range from 1% to 5%. Some local jurisdictions also impose a tax. In states where
approval has been obtained, a charge of 0.3% for federal income taxes measured
by premiums may be imposed upon each purchase payment received under the
Contract. This charge is not imposed on Contracts issued in connection with
rollover IRAs. On any Contract subject to premium tax, the tax will be deducted
either from the purchase payment when received (except as provided below) or
from the Contract Fund at the time the annuity is effected according to the
applicable law in effect at the time.

A deduction for any such taxes imposed on purchase payments will not be made,
however, except to the extent that the total tax attributable to premiums is in
excess of 4% when: (1) your total purchase payments, less any purchase payments
withdrawn, equal or exceed $50,000; or (2) you purchase separate Contracts for
each of your children or grandchildren as annuitants, each Contract has purchase
payments totaling at least $25,000, and total purchase payments, less any
purchase payments withdrawn, equal or exceed $50,000. Special tax rules may
apply to multiple annuity contracts issued by the same company (and affiliates)
to the same Contract owner during any calendar year. See Federal Tax Status,
page 14.

Administrative Charge

There is an administrative charge to reimburse Pruco Life for the expenses
incurred in administering the Contracts. This includes such things as issuing
the Contract, establishing and maintaining records, and providing reports to
Contract owners. This charge is deducted daily from the assets in each of the
variable subaccounts and is equivalent to an effective annual rate of 0.15%
(.00041065% daily). Although we do not do so now, we reserve the right to impose
an additional charge of up to $25 annually and upon surrender on Contracts with
less than
12

<PAGE>

$50,000 in the Contract Fund. This $25 charge would be apportioned over all
investment options making up the Contract Fund as of the effective date of that
deduction. The administrative charge contains no element of anticipated profit.

Charge for Assuming Mortality and Expense Risks

A deduction is made daily from the assets of each of the variable investment
options to reimburse Pruco Life for assuming the risk that our estimates of
longevity and of the expenses we expect to incur over the lengthy periods that
the Contract may be in effect will turn out to be incorrect. The charge is made
daily at an annual rate of 1.25% (.00340349% daily) of the assets held in the
subaccounts. This charge is not assessed against amounts allocated to the
interest-rate investment options.

To the extent that the charge for these risks exceeds the actual cost of
expenses and benefits, Pruco Life will realize a gain. These proceeds will
become part of Pruco Life's general account and will be available to cover any
deficiency to the extent to which withdrawal charges are less than sales
expenses under the Contracts.

Expenses Incurred by the Series Fund

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 7. Further
detail about management fees and other underlying fund expenses are provided in
the fee table and in the attached prospectus for the Series Fund and its
statement of additional information.

Withdrawal Charge

A withdrawal charge may be made upon full or partial withdrawals. The charge
compensates Pruco Life for paying all of the expenses of selling and
distributing the Contracts, including sales commissions, printing of
prospectuses, sales administration, preparation of sales literature, and other
promotional activities.

For this purpose, withdrawals are deemed to be made first from purchase payments
on a first-in, first-out basis and then from earnings. A portion of the
withdrawn purchase payments may be withdrawn in any Contract year without the
imposition of any charge. That amount is referred to as the "charge-free
amount". It is equal to 10% of the total of all purchase payments less all
withdrawals of purchase payments previously made plus any charge-free amount
still available from the immediately preceding Contract year. No withdrawal
charge is imposed whenever earnings are withdrawn. An example of how the
charge-free amount and the withdrawal charge are determined is given on page C1
as part of the example of how the Market-Value Adjustment works.

If your withdrawal exceeds the charge-free amount and it is made within the
first seven Contract years, a percentage charge will be applied. The following
table sets forth the rates that apply:

No withdrawal charge is made upon a withdrawal used to effect an annuity under
the Life Annuity with 120 Payments Certain option. See EFFECTING AN ANNUITY,
page 16.

Contracts issued to annuitants aged 84 or older are subject to a reduced
withdrawal charge. The withdrawal charge will never be greater than permitted by
applicable law or regulation.

<PAGE>

Transaction Charge

There is a charge of $25 for each transfer you make after the first 12
(excluding DCA transfers) in a Contract year. The charge is taken pro-rata from
the investment options from which the transfer is made. Any effected MVA option
cells will not undergo a Market-Value Adjustment as a result of this processing.

Critical Care Access

All or part of any withdrawal and annual administrative charges associated with
a full or partial withdrawal, or any annuitization or withdrawal charge due on
the annuity date, will be waived following the receipt of due proof that the
annuitant or co-annuitant (if applicable) has been confined to an eligible
nursing home or hospital for a period of at least 3 months or a physician has
certified that the annuitant or co-annuitant (if applicable) has 6 months or
less to live.

FEDERAL TAX STATUS

The following discussion is based on current law and interpretations which may
change. The discussion is general in nature. It is not intended as tax advice.
Nor does it consider any applicable state or other tax laws. A qualified tax
adviser should be consulted for complete information and advice. The following
rules do not generally apply to annuity contracts held by or for non-natural
persons (e.g. corporations) or to contracts held under tax-favored retirement
plans (other than an IRA rollover). Where a contract is held by a non-natural
person, unless the Contract owner is a nominee or agent for a natural person (or
in other limited circumstances), the Contract will generally not be treated as
an annuity for tax purposes.

Diversification

Section 817(h) of the Internal Revenue Code (the "Code") provides that the
underlying investments for a variable annuity must satisfy certain
diversification requirements. For further detail on diversification
requirements, see DIVIDENDS, DISTRIBUTIONS, AND TAXES in the attached prospectus
for the Series Fund. Pruco life believes the underlying variable investment
options for the Contract meet these diversification requirements. IRS
regulations issued to date, however, 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 revenue rulings under Section 817(d) relating to the definition of a variable
contract. Because of this uncertainty, Pruco Life reserves the right to make
such changes as it deems necessary to assure that the Contract continues to
qualify as an annuity for tax purposes. Any such changes will apply uniformly to
affected Contract owners and will be made with such notice to affected Contract
owners as is feasible under the circumstances.

Taxes Payable by Contract Owners

Under current law, Pruco Life believes that the Contract will be treated as an
annuity for Federal income tax purposes and that the issuing insurance company,
Pruco Life, and not the Contract owner, will be treated as the owner of the
underlying investments for the Contract. Accordingly, generally no tax should be
payable by any Contract owner as a result of any increase in the value of the
Contract until money is received by him or her. It is important, however, to
consider how amounts that are received will be taxed.

The Code provides generally that amounts withdrawn by a Contract owner from his
or her Contract, before annuity payments begin, will be treated for tax purposes
as being first withdrawals of investment income, rather than withdrawals of
purchase payments until all investment income has been withdrawn.

To the extent assignment is authorized by the Contract, the assignment or pledge
of (or agreement to assign or pledge) any portion of the value of the Contract
for a loan will be treated as a withdrawal subject to these rules. Amounts
withdrawn before annuity payments begin which represent a distribution of
investment income will be taxable as ordinary income and may be subject to a
penalty tax. Amounts which represent a withdrawal of purchase payments will not
be taxable as ordinary income or subject to a penalty tax. Moreover, all annuity
contracts issued by the same company (and affiliates) to the same Contract owner
during any calendar year shall be treated as one annuity contract for purposes
of determining whether an amount is subject to tax under these rules.

Different tax rules apply to your receipt of annuity payments. For Contracts
other than individual retirement annuities, a portion of each annuity payment
you receive under a Contract will be treated as a partial return of your
purchase payments and will not be taxable. The remaining portion of the annuity
payment will be taxed as ordinary
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<PAGE>

income. Exactly how an annuity payment is divided into taxable and non-taxable
portions depends upon the period over which annuity payments are expected to be
received, which in turn is governed by the form of annuity selected and, where a
lifetime annuity is chosen, by the life expectancy of the annuitant. Annuity
payments which are received after the annuitant recovers the full amount of the
purchase payments will be fully includible in income. Should annuity payments
cease on account of the death of the annuitant before purchase payments have
been fully recovered, the annuitant, on his or her last tax return, (or in
certain cases the beneficiary) is allowed a deduction for the unrecovered
amount.

The Code provides that any amount received under an annuity contract which is
included in income may be subject to a penalty tax. The amount of the penalty is
equal to 10% of the amount that is includible in income. Some withdrawals will
be exempt from the penalty. They include amounts: (1) made on or after the
Contract owner reaches age 59 1/2, (2) made on or after the death of the
Contract owner, (3) attributable to the Contract owner becoming disabled within
the meaning of Code section 72(m)(7), (4) in the form of level annuity payments
made not less frequently than annually under a lifetime annuity, (5) under a
qualified funding asset (defined by Code section 130(d)), or (6) under an
immediate annuity contract (within the meaning of section 72(u)(4)).

Election of the interest pay option is not considered as an annuity payment for
tax purposes. Accordingly, unless the Contract is held by an individual
retirement annuity, such election will cause investment income under the
Contract to be taxable.

Generally, the same tax rules apply to amounts received by the beneficiary as
those set forth above with respect to the Contract owner, except that the early
withdrawal penalty tax does not apply. The election of an annuity payment option
may defer taxes otherwise payable upon the receipt of a lump sum death benefit.
Certain minimum distribution requirements apply in the case where the owner
dies. See Required Distributions on Death of Owner, page 17.

In addition, a transfer of the Contract to or the 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.

Certain transfers of a Contract for less than full consideration, such as a
gift, will trigger tax on the investment income in the Contract. This rule does
not apply to certain transfers between spouses or incident to divorce. See
Ownership of the Contract, page 19.

Withholding

Generally, unless you elect to the contrary, the portion of any amounts you
receive under your Contract that are attributable to investment income will be
subject to withholding to meet federal income tax obligations. The rate of
withholding on annuity payments made to you will be determined on the basis of
the withholding certificate you may file with Pruco Life. If you do not file
such a certificate, you will be treated, for purposes of determining your
withholding rate, as a married person with three exemptions. The rate of
withholding on all other payments made to you under your Contract, such as
amounts you receive upon withdrawals, will be 10%. Thus, if you fail to elect
that Pruco Life not do so, it will withhold from withdrawal by, or annuity
payment to, you the appropriate percentage of the amount of the payment that
constitutes investment income and hence is taxable. Pruco Life will provide you
with forms and instructions concerning your right to elect that no amount be
withheld from payments to you. If you elect not to have withholding made, you
are liable for payment of federal income taxes on the taxable portion of the
distribution. You may be subject to penalties under the estimated tax payment
rules if your withholding and estimated tax payments are not sufficient. If you
do not provide a social security number or other taxpayer identification number,
you will not be permitted to elect out of withholding. Special withholding rules
apply for nonresident aliens. Generally, there will be no withholding for taxes
until you actually receive payments under your Contract.

Impact of Federal Income Taxes

In general, if you expect to accumulate savings over a relatively long period of
time without making significant withdrawals, there should be tax advantages,
regardless of your tax bracket, in purchasing a Contract rather than, for
example, a mutual fund with a similar investment policy and approximately the
same level of expected investment results. This is because little or no income
taxes are incurred by you or by Pruco Life while you hold the Contract and it is
generally advantageous to defer the payment of income taxes, so that the
investment return is compounded without any deduction for income taxes. The
advantage may be considerably greater if you decide to liquidate your investment
in the form of monthly annuity payments after your retirement, and even more so
if your income, and your tax rate, are lower at that time than they were during
your working years.

<PAGE>

IRAs

The Contracts will not be available in connection with tax-favored plans except
for IRAs. Because the Contract's minimum initial payment of $10,000 is greater
than the maximum annual contribution permitted to be made to an IRA (generally,
$2,000), a Contract may be purchased as a Section 408(b) IRA only in connection
with a "rollover" of the proceeds of a qualified plan, TDA or IRA. The Code
permits persons who are entitled to receive certain qualifying distributions
from a qualified pension or profit-sharing plan described in section 401(a) or
403(a), a tax-deferred section 403(b) annuity ("TDA"), or an IRA, to directly
rollover or make, within 60 days, a tax-free "rollover" of all or any part of
the amount of such distribution to an IRA which they establish. Additionally,
the spouse of a deceased employee may roll over to an IRA certain distributions
received by the spouse from a qualified pension or profit-sharing plan, TDA or
IRA on account of the employee's death. Once the Contract has been purchased,
regular IRA contributions will be accepted to the extent permitted by law.

In order to qualify as an IRA under Section 408(b) of the Code, a Contract (or a
rider made a part of the Contract) must contain certain additional provisions:
(1) the owner of the Contract must be the annuitant, except when a transfer is
made to a former spouse in accordance with a divorce decree as provided in
Section 408(d)(6) of the Code; (2) the rights of the owner cannot be
forfeitable; (3) the Contract may not be sold, assigned, discounted or pledged
for any purpose to any person except Pruco Life; and (4) annuity and death
benefit payments must satisfy certain minimum distribution requirements.
Contracts issued as Section 408(b) rollover IRAs will conform to such
requirements.

Minimum Distribution Option

A Minimum Distribution Option is available under IRAs. This option enables the
owner to satisfy IRS minimum distribution requirements without having to
annuitize or cash surrender the Contract. Distributions from IRAs must begin by
April 1 of the year following attainment of age 70 1/2. The owner can select
either a "calculation" or "recalculation" method to determine the minimum
distribution payout. Pruco Life will send the owner a check for the minimum
distribution amount less any partial withdrawals made during the year and less
any applicable withdrawal charges and plus or minus any applicable market value
adjustment. Pruco Life's calculations are based on the cash value of this
Contract, the calculation method chosen and the owner's age as specified on the
application. Other calculation methods may be available for an owner/spouse
combination. If the owner has other IRA accounts, he or she will be responsible
for taking the minimum distribution from each.

Taxes on Pruco Life

The earnings of the Account are taxed as part of the operations of Pruco Life.
No charge is being made currently against the Account for company federal income
taxes (excluding the charge for taxes attributable to premiums). Pruco Life will
review the question of a charge to the Account for company federal income taxes
periodically. Such a charge may be made in future years for any federal income
taxes that would be attributable to the Contract.

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

EFFECTING AN ANNUITY

Upon the annuity date, the cash value of the Contract will be converted into a
fixed-dollar annuity payable to the annuitant[s] named in the Contract. In
certain cases, any applicable withdrawal charge will be waived. If two
annuitants are named in the Contract, you may decide how much of the amount is
to be applied for each annuitant and under which form[s] of annuity. If the
Contract is not large enough to produce an initial monthly payment of $50, you
will be paid the cash value in a single sum.

When you choose to annuitize, all amounts held in the investment options will be
withdrawn. An amount equal to the premium tax, if any, imposed by the state in
which the annuitant resides is then deducted (unless deducted earlier). Many
states do not impose a premium tax. In other states the tax ranges from 1% to 5%
of the amount applied to effect an annuity. See Premium Taxes, page 12. Some
local jurisdictions also impose a tax. The amount remaining is applied to effect
an annuity. This amount becomes part of Pruco Life's general account.

<PAGE>

The amount of the monthly payments will depend upon the amount applied and the
table of rates set forth in the Contract which we guarantee will be used even if
longevity has significantly improved since the Contract date. If Pruco Life is
offering more favorable rates at that time, then those rates will be used.

The annuity will be in one of three forms listed below and other forms may be
available with our consent. All the annuity options under this Contract are
fixed annuity options. Your participation in the variable investment options
ceases when the annuity is effected and the amount of each monthly payment does
not change. Unless we consent to a later date, an annuity must begin no later
than the Contract anniversary coinciding with or next following the annuitant's
90th birthday (or the younger annuitant's if there are two annuitants named in
the Contract). We will then make payments to the annuitant on the first day of
each period determined by the form of annuity selected. Unless applicable law
states otherwise, if you have not selected an annuity option to take effect by
the annuity date, the Interest Payment Option (see below) will become effective
then. Special rules apply in the case of a Contract issued in connection with an
IRA.

Annuity Payments for a Fixed Period

Payments will be to the annuitant during his or her lifetime for up to 25 years.
Payments may be in monthly, quarterly, semi-annual, or annual installments. If
the annuitant dies during the annuity certain period, unless you designate
otherwise, the beneficiary will receive a lump sum payment. The amount of the
lump sum payment is determined by discounting each remaining unpaid payment at
the interest rate used to compute the actual payments. If the payments were
based on the table of rates set forth in the Contract, the interest rate used is
3 1/2% a year.

Life Annuity with 120 Payments Certain

Payments will be made to the annuitant monthly during his or her lifetime. If
the annuitant dies before the 120th monthly payment is due, monthly annuity
payments do not continue to the beneficiary designated by the annuitant unless
he or she so selects. Instead, the present value of the remaining unpaid
installments, up to and including the 120th monthly payment, is payable to the
beneficiary in one sum. In calculating the present value of the unpaid future
payments, we will discount each such payment at the interest rate used to
compute the amount of the actual 120 payments. If the payments were based on the
table of rates set forth in the Contract, an interest rate of 3 1/2% a year is
used. Once annuity payments have begun, an annuitant may withdraw the present
value of any of the 120 payments certain that have not been paid.

Interest Payment Option

The annuitant may choose to have Pruco Life hold a designated amount to
accumulate at interest. Unless applicable law states otherwise, if no option has
been selected by the annuity date, this option will automatically become
effective. Pruco Life will pay interest at an effective rate of at least 3% a
year, and we may pay a higher rate of interest.

Legal Considerations Relating to Sex-Distinct Annuity Purchase Rates

Although the Contract generally provides for sex-distinct annuity purchase rates
for life annuities, those rates are not applicable to Contracts offered in
states that have adopted regulations prohibiting sex-distinct annuity purchase
rates. Rather, blended unisex annuity purchase rates for life annuities will be
provided under all Contracts issued in those states, whether the annuitant is
male or female. Other things being equal, such unisex annuity purchase rates
will result in the same monthly annuity payments for male and female annuitants.

Special provisions may apply if the Contract is issued in connection with an
IRA. The necessary information will be provided by the plan sponsor or
administrator.

OTHER INFORMATION

Required Distributions on Death of Owner

Federal tax law requires that if the Contract owner dies before the annuity
date, the entire value of the Contract must generally be distributed within 5
years of the date of death. Special rules may apply to the spouse of the
deceased owner. The rules regarding required distributions after the Contract
owner's death are described in the Statement of Additional Information.

<PAGE>

Misstatement of Age or Sex

If an annuitant's stated age or sex (except where unisex rates apply) or both
are incorrect in the Contract, we will change each benefit and the amount of
each annuity payment to that which the total purchase payment amounts would have
bought for the correct age and sex. Also, we will adjust for the amount of any
overpayments we have already made.

Sale of the Contract and Sales Commissions

Pruco Securities Corporation ("Prusec"), an indirect wholly-owned subsidiary of
The Prudential, acts as the principal underwriter of the Contract. Prusec,
organized in 1971 under New Jersey law, is registered as a broker and dealer
under the Securities Exchange Act of 1934 and is a member of the National
Association of Securities Dealers, Inc. Prusec's principal business address is
1111 Durham Avenue, South Plainfield, New Jersey 07080. The Contract is sold by
registered representatives of Prusec who are also authorized by state insurance
departments to do so. The Contract may also be sold through other broker-dealers
authorized by Prusec and applicable law to do so. Registered representatives of
such other broker-dealers may be paid on a different basis than described below.
The maximum commission that will be paid to the representative is 3.5% of the
purchase payment received, and the amount 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. Trail commissions based on the size
of the Contract Fund may be paid. Such commissions will be subject to reduction
if Pruco Life accepts purchase payments on and after the annuitant's 84th
birthday. The representative may be required to return all of the first year
commission if the Contract is not continued through the first year.
Representatives who meet certain productivity, profitability, and persistency
standards with regard to the sale of the Contract will be eligible for
additional compensation.

Sales expenses in any year are not equal to the deduction for sales loads in
that year. Pruco Life 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's surplus.

Voting Rights

As stated above, all of the assets held in the subaccounts of the Account are
invested in shares of the corresponding portfolios of the Series Fund. Pruco
Life is the legal owner of those shares and as such has the right to vote on any
matter voted on at any Series Fund shareholders meetings. However, as required
by law, Pruco Life votes 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 does not hold annual
shareholders meetings when not required to do so under Maryland law or the
Investment Company Act of 1940. Fund shares for which no timely instructions
from Contract owners are received, and any shares owned directly or indirectly
by Pruco Life are 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 to vote shares of the Series Fund in its own right, it may
elect to do so.

Matters on which you 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 your
selected subaccount[s]; (4) any change in the fundamental investment policy of a
portfolio corresponding to your selected subaccount[s]; and (5) any other matter
requiring a vote of the shareholders of the Series Fund. With respect to
approval of the investment advisory agreement or any change in a portfolio's
fundamental investment policy, Contract owners participating in such portfolios
will vote separately on the matter, pursuant to the requirements of Rule 18f-2
under the Investment Company Act of 1940.

The number of Series Fund shares for which you may give instructions is
determined by dividing the portion of the value of the Contract derived from
participation in a subaccount, by the value of one share in the corresponding
portfolio of the applicable Fund. The number of votes for which you may give
Pruco Life instructions is determined as of the record date chosen by the Board
of Directors of the Series Fund. We furnish you with proper forms and proxies to
enable you to give these instructions. We reserve 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 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 Funds' portfolios, or to approve or disapprove an investment advisory
contract for a Fund. In addition, Pruco Life itself may disregard voting
instructions that would require changes in the investment policy or investment

<PAGE>
adviser of one or more of the Funds' portfolios, provided that we reasonably
disapprove such changes in accordance with applicable federal regulations. If we
do disregard voting instructions, we will advise you of that action and our
reasons for such action in the next annual or semi-annual report to Contract
owners.

Substitution of Series Fund Shares

Although Pruco Life 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, we 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. You
will be notified of such substitution.

Ownership of the Contract

The Contract owner is entitled to exercise all the rights under the Contract.
The Contract owner is usually, but not always, an annuitant. Ownership of the
Contract may, however, be transferred to another person who need not be the
person who is to receive annuity payments. Transfer of the ownership of a
Contract may involve federal income tax consequences, or may be prohibited under
certain Contracts, and you should consult with a qualified tax adviser before
attempting any such transfer. Generally, ownership of the Contract is not
assignable to a tax-qualified retirement plan or program without Pruco Life's
consent.

Performance Information

Performance information for the subaccounts may appear in advertising and
reports to current and prospective Contract owners. Performance information is
based on historical investment experience of the Series Fund, adjusted to take
charges under the Contract into account, and does not indicate or represent
future performance.

Total returns are based on the overall dollar or percentage change in value of a
hypothetical investment over a stipulated period, and assume a surrender of the
Contract at the end of the period. Total return quotations reflect changes in
unit values and the deduction of applicable charges including any applicable
withdrawal charges.

A cumulative total return reflects performance over a stated period of time. An
average annual total return reflects the hypothetical annually compounded return
that would have produced the same cumulative total return if the performance had
been constant over the entire period.

The Money Market Subaccount may advertise its current and effective yield.
Current yield reflects the income generated by an investment in the subaccount
over a specified seven-day period. Effective yield is calculated in a similar
manner except that income earned is assumed to be reinvested.

Reports or advertising may include comparative performance information,
including, but not limited to: comparisons to market indices; comparisons to
other investments; performance rankings; personalized illustrations of
historical performance; and data presented by analysts or included in
publications.

See Performance Information in the Statement of Additional Information for
recent performance information.

Reports to Contract Owners

You will be sent quarterly statements that provide certain information pertinent
to your Contract. These statements provide Contract data that apply only to each
particular Contract, including Contract values and transactions during the
period. You may request current Contract information at any time, however, we
may limit the number of such requests or impose a reasonable charge if such
requests are made too frequently.

You will also be sent an annual report for the Account and annual and
semi-annual reports for the Series Fund.

State Regulation

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

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

<PAGE>

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

Experts

The audited financial statements and the financial statements from which the
Condensed Financial Information included in this prospectus have been derived,
have been examined by Deloitte & Touche LLP, independent auditors, as stated in
their reports appearing herein. Such financial statements have been included
herein 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.

Litigation

Pruco Life is involved in pending and threatened litigation in which claims for
monetary damages are asserted. Pruco Life does not anticipate the ultimate
liability arising from such pending or threatened litigation to have a material
effect on the condition of the Company.

Statement of Additional Information

The contents of the Statement of Additional Information include:

OTHER INFORMATION CONCERNING THE ACCOUNT
Principal Underwriter
Determination of Subaccount Unit Values
IRS Required Distributions on Death of Owner
Performance Information
Comparative Performance Information

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, including statutory statements filed with the state
insurance departments, may also be obtained from Pruco Life's office. The
address and telephone number of Pruco Life are set forth on the cover of this
prospectus.

Financial Statements

The consolidated financial statements of Pruco Life and subsidiaries should be
distinguished from the financial statements of the Account, and should be
considered only as bearing upon the ability of Pruco Life to meet its
obligations under the Contracts.

This prospectus does not contain financial statements for the Account because as
of the date of this prospectus, the Account had not yet commenced operations,
had no assets or liabilities, and had not received any income or incurred any
expenses.

<PAGE>

SELECTED FINANCIAL DATA

The following selected financial data for Pruco Life should be read in
conjunction with the CONSOLIDATED FINANCIAL STATEMENTS OF PRUCO LIFE INSURANCE
COMPANY AND SUBSIDIARIES and notes there to included in this prospectus
beginning on page A1.

Pruco Life Insurance Company and Subsidiaries
<TABLE>
<CAPTION>

For the Nine
Months Ended For The Years Ended December 31,
------------ ------------------------------------------------------------------
1995 1994 1993 1992 1991 1990
---------- ---------- ---------- ---------- ---------- ----------
($000's)
<S> <C> <C> <C> <C> <C> <C>
Revenues
Premiums, annuity fund deposits and
other revenue ................................ $ 466,998 $ 603,864 $ 591,660 $ 541,248 $ 521,590 $ 577,692
Net investment income .......................... 188,646 245,977 260,939 274,037 285,565 270,785
---------- ---------- ---------- ---------- ---------- ----------
Total revenues ................................... 655,644 849,841 852,599 815,285 807,155 848,477
---------- ---------- ---------- ---------- ---------- ----------
Benefits and expenses
Current and future benefits and claims ......... 385,932 559,658 534,354 478,148 501,454 513,165
Other expenses ................................. 107,058 149,478 157,557 129,701 126,201 144,642
---------- ---------- ---------- ---------- ---------- ----------
Total benefits and expenses ...................... 492,990 709,136 691,911 607,849 627,655 657,807
---------- ---------- ---------- ---------- ---------- ----------
Income before provision in lieu of
federal income tax and cumulative effect
of a change in accounting principle ............ 162,654 140,705 160,688 207,436 179,500 190,670
Provision in lieu of federal income tax .......... 54,142 87,750 83,640 96,578 75,242 62,871
---------- ---------- ---------- ---------- ---------- ----------
Net income before cumulative effect of
a change in accounting principle ............... $ 108,512 $ 52,955 $ 77,048 $ 110,858 $ 104,258 $ 127,799
---------- ---------- ---------- ---------- ---------- ----------
Cumulative effect on prior years
(to December 31, 1990) of change
in reserve basis ............................... -- -- -- -- 140,242 --
---------- ---------- ---------- ---------- ---------- ----------
Net income ....................................... $ 108,512 $ 52,955 $ 77,048 $ 110,858 $ 244,682 $ 127,799
========== ========== ========== ========== ========== ==========
Assets ........................................... $7,641,446 $7,067,496 $7,172,104 $6,709,958 $6,369,288 $5,570,360
---------- ---------- ---------- ---------- ---------- ----------
</TABLE>

Prior years' financial statements have been revised to reflect a change in
presentation of Separate Account policyholder net investment income and net
realized and unrealized gains (losses). Please see Note 1J of the Notes to
Consolidated Financial Statements on page B7.

21
<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
for period ending September 30, 1995

1. Results of Operations (For the Nine Months Ended September 30, 1995,
compared with the Nine Months Ended September 30, 1994 and three months
ended September 30, 1995 compared with three months ended September 30,
1994)

Net income for the nine month period ended September 30, 1995 was $109 million.
This represents a $25 million increase over the same period in 1994, most of
which is attributable to improved investment results. In addition, the actual
experience associated with a special provision for non-guaranteed policyholder
credits reserve established at December 31, 1994 was less than had been
estimated, resulting in a slight increase in net income during the current
period.

Premiums and annuity considerations decreased from $462 million for the nine
months ended September 30, 1994 to $431 million for the same period in 1995.
This decrease is primarily due to the decline in first year premiums for certain
life insurance products.

Net investment income and realized capital gains/(losses) improved from $178
million for the nine month period ended September 30, 1994 to $192 million for
the same period ending September 30, 1995. This improvement was due to capital
gains of $3 million for the nine months ended September 30, 1995 compared to
capital losses of $ 6 million for the nine months ended September 30, 1994. In
addition, income generated by mortgage and policy loans increased from the same
period in 1994.

Other income increased $23 million for the nine months ended September 30, 1995
over the nine months ended September 30, 1994. This increase was primarily due
to a reclass of the special provision for non-guaranteed policyholder credits
from a miscellaneous expense reserve to insurance reserves. In addition, the
company share of separate account activity improved from a loss of $3 million
for the nine months ended September 30, 1994 to a gain of $6 million for the
nine months ended September 30, 1995.

Current and future benefits and claims decreased $29 million for the nine months
ended September 30, 1995, from the same period in 1994 due to a decline in
premiums.

Total expenses for the nine month period ended September 30, 1995 increased by
$6 million from the same period in 1994. General, administrative, and other
expenses for the period ended September 30, 1995, increased $10 million when
compared to the same period in 1994, largely due to increased costs being
allocated by The Prudential. Offsetting this increase was a decrease in
commission expenses of $4 million from the same period in 1994, which is
consistent with the decrease in first year premiums.

Provision in lieu of federal income taxes increased $4 million for the nine
months ended September from the same period in 1994. This increase relates to
the increase to income before provision in lieu of federal income taxes.

Net income for the three months ended September 30, 1995 was $39 million. This
represents an $8 million increase over the same period in 1994, most of which is
attributable to improved investment results and a decrease in current and future
benefits and claims.

Premiums and annuity considerations decreased $6 million for the three months
ended September 30, 1995 from the three months ended September 30, 1994
primarily due to the decline in first year premiums for certain life insurance
products.

Net investment income and realized investment gains improved from $64 million
for the three months ended September 30, 1994 to $68 million for the three
months ended September 30, 1995. This improvement was primarily due to the
increase in capital gains.

<PAGE>

Total benefits and expenses decreased $10 million for the three months ended
September 30, 1995 from the same period in 1994. This relates to the decline in
premiums.

2. Investments

Mortgage loans. The balance of mortgage loans at September 30, 1995, was $65
million, a $7 million decrease from the end of 1994 resulting from the repayment
of one loan during the first quarter of 1995. Currently, the Company has two
loans with restructured terms in the amount of $7 million.

Real Estate. As of September 30, 1995, the Company's investment in real estate
was $4 million. Pruco Life sold one property during the first quarter of 1995
for $3 million, accounting for the decrease in this asset category since the
beginning of the year.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
for years ended December 31, 1994,1993 and 1992

Pruco Life Insurance Company consists of Pruco Life Insurance Company (Pruco
Life), Pruco Life Insurance Company of New Jersey and The Prudential Life
Insurance Company of Arizona (collectively, the Company). The Company markets
individual life insurance and single pay deferred annuities primarily through
The Prudential's sales force. The Company held $7 billion in assets at December
31, 1994, $3.5 billion of which were held in Separate Accounts under variable
life insurance policies and variable annuity contracts. The remaining assets
were held in the general account for investment primarily in bonds, short-term
investments and mortgage loans.

Because of the large number of stock and mutual life insurance companies and
other entities engaged in marketing insurance products, the Company is engaged
in a business that is highly competitive. During the past several years, the
insurance industry has suffered setbacks both financially and in public
relations. The Company, however, remains sound.

1. Results of Operations

a) 1994 versus 1993

Net income for 1994 was $53 million, representing a $24 million decrease from
the same period in 1993.

Premiums and annuity considerations increased $48 million in 1994, from $564
million for the year ended December 31, 1993, to $612 million for the same
period in 1994. An increase in unscheduled premium payments on two individual
life insurance products together with an increase in renewal premiums, driven by
these two products, account for this increase.

Net investment income decreased $15 million for the twelve months ended December
31, 1994, from the same period in 1993. Reduced yields on the Company's fixed
rate investment portfolio lead to reduced net investment income. In addition,
net cash outflows to meet policyholder obligations resulted in a decrease in
invested assets which, in turn, contributed to the lower investment income.

The Company had net realized investment losses of $21 million during 1994
compared to investment gains of $9 million during 1993. Sales of Corporate and
Mortgage-backed Securities during the twelve months of 1994 generated realized
losses attributable to the increase in interest rates during this period.
However, the expectation is that the newly acquired securities will align more
closely with the company's liability duration and reduce the portfolio's
interest rate risk. Following statutory Interest Maintenance Reserve (IMR)
guidelines, net realized investment losses of $20 million were deferred for the
period ended December 31, 1994. In comparison, $19 million of net realized
investment gains were deferred for the period ended December 31, 1993. Amortized
into net investment income were $5 million and $7 million of IMR for the twelve
months period ended December 31, 1994, and 1993, respectively.

Current and future benefits and claims increased $25 million for the twelve
months ended December 31, 1994, from the same period in 1993. An increase in
benefits paid during 1994 as compared to 1993 combined with high surrender
benefits, which can be attributed to contract maturities of annuity products as
the Company's inforce ages, was more than by an increase in reserves resulting
from the 1994 increase in premiums and annuity considerations.

Total expenses for the year ended December 31, 1994 decreased by $8 million from
the same period in 1993. This was primarily due to lower general and
administrative and other expenses offset slightly by higher commission expenses,
consistent with the increase in first year premiums.

23
<PAGE>

(b) 1993 versus 1992

Net income for 1993 was $77 million, representing a $34 million decrease from
the same period in 1992.

Premiums and annuity considerations increased $67 million in 1993, from $497
million for the year ended December 31, 1992, to $564 million for the same
period in 1993. This increase was primarily from sales of two new individual
life insurance products. Offsetting this increase were the continuing decline in
renewal premiums from normal surrender and lapse activity for certain life
insurance contracts and contract maturities. In addition, sales of the Future
Value Annuity contract decreased during the year ended December 31, 1993.

Net investment income decreased $13 million for the twelve months ended December
31, 1993, from the same period in 1992. Reduced yields on the Company's fixed
rate investment portfolio lead to reduced net investment income. A decline in
invested assets also contributed to this decrease.

Net realized investment gains decreased $19 million for the twelve months ended
December 31, 1993, from the same period in 1992. This decrease is primarily due
to the decline in activity in the purchases and sales of fixed maturities. Net
realized investment gains of $19 million and $37 million were deferred in 1993
and 1992, respectively, as dictated by Interest Maintenance Reserve (IMR)
guidelines. Amortized into net investment income were $7 million and $3 million
of IMR for the year ended December 31, 1993 and 1992, respectively.

Current and future benefits and claims increased $56 million for the year ended
December 31, 1993, from the same period in 1992. Surrender benefits, which
increase from $223 million at December 31, 1992, to $462 million at December 31,
1993, and change in reserves, which decreased from $129 million at December 31,
1992, to $(49) million at December 31, 1993, were the two major components of
this increase. Surrender activity increased significantly during the first three
months of 1993, as contractholders exercised a provision included in the
contract which allows withdrawal of funds without surrender charges if the
Company's renewal crediting rate is more that 1% below the initial crediting
rate (renewal crediting rates are established at January 1 each year). A
contractholder's ability to exercise this provision is limited to 30 days
following notification of the renewal crediting rate. The surrender activity has
a direct correlation with reserve activity and accounts for a significant
portion of the change in reserves. The effect of the surrender activity on the
change in reserve was somewhat mitigated by new business sales of the two new
individual life insurance products.

Total expenses for the year ended December 31, 1993, increased by $28 million,
from the same period in 1992. The commission expense increase of $10 million is
due to first year sales of two new individual life insurance products.
Commission rates on new business sales are higher than on renewal business.
General, administrative, and other expenses for the year ended December 31,
1993, increased $18 million due to an increase in the allocation of costs from
The Prudential. Under service and lease agreements with The Prudential, services
of officers and employees, supplies, use of equipment and office space are
provided to the Company. The increase in allocated costs is due to a rise in the
inforce caused by increased sales. The allocations were further affected by the
reorganization of The Prudential's Individual Insurance Department. Effective
January 1, 1993, the corporate staff of the Company was absorbed by the parent
as a result of this reorganization. The costs associated with these employees
are now charged to the Company under the service and lease agreements with the
parent.

Provision in lieu of federal income tax decreased $13 million for the year ended
December 31, 1993, as compared to December 31, 1992. This decrease in tax is due
primarily to the effect of the large decrease in capital gains and a lower
equity tax assessment by the consolidated tax sharing group. The effective tax
rates for the years ended December 31, 1993 and 1992, were 52% and 47%,
respectively. This increase is due primarily to the tax effect of the change in
tax reserves as compared to the change in statutory reserves. However, the
decrease in the equity tax assessment and the effect of the IMR offset this
increase. Provision in lieu of federal income tax for the year ended December
31, 1993, reflects the new corporate income tax rate of 35%, an increase of 1%
over the same period in 1992. This rate change did not have a material effect on
net income.

2. Liquidity

For an insurance company, cash needs, for the purpose of paying current
benefits, making policy loans, and paying expenses, are met primarily from
premiums and investment income. Benefit expenses incurred in 1994, 1993 and 1992
were respectively, $547 million, $584 million and $350 million. Cash flows are
anticipated to be ample to meet the Company's liquidity needs for the
foreseeable future.

3. Investments

The Company maintains a well diversified portfolio consisting of fixed as well
as equity investments. Of the Company's total assets of $7 billion as of
December 31, 1994, 37.33% was invested in fixed maturities, 0.04%

24
<PAGE>

in equity securities, 2.70% in short-term investments, 1.00% in mortgage loans,
0.10% in real estate, 49.53% in separate account assets and the remaining 9.30%
in other assets.

Fixed Maturities. As of December 31, 1994 and 1993, the Company's investments in
fixed maturities, which are carried at amortized cost, were $2.6 billion and
$2.8 billion, respectively. Included in fixed maturities are securities
classified by the National Association of Insurance Commissioners (NAIC) as
being in the lowest three rating categories. The lowest three NAIC categories
represent, for the most part, high-yield securities. These approximate 1.5% of
the Company's assets at December 31, 1994 and 1.6% at December 31, 1993.

Mortgage Loans. As of December 31, 1994 and 1993, the Company's investments in
mortgage loans were $72 million and $56 million, respectively. Mortgage loans
are carried at the lower of unpaid principal balance or fair value of the
underlying property. The increase in mortgage loans is due to the acquisition of
7 new loans totaling $35.2 million. During the year ended December 31, 1994, one
loan in the amount of 4.7 million was transferred to real estate through
foreclosure. A net loss of $.6 million was realized in 1994 as a result of this
foreclosure. This loss were reserved for in the Asset Valuation Reserve and
therefore had no impact on surplus. Currently, the Company has one loan in the
amount of $6 million in the process of foreclosure and two loans with
restructured terms in the amount of $7.1 million

Real Estate. As of December 31, 1994 and 1993, the Company's investment in real
estate was $7 million and $10 million, respectively. Real estate is carried at
the lower of cost or fair value less disposition costs. Pruco Life sold three
properties during the second half of 1994 for $8.7 million and acquired one
property through foreclosure for $4.1 million.

4. Emerging Accounting Issues

The Financial Accounting Standards Board (the "FASB") issued Interpretation No.
40, "Applicability of Generally Accepted Accounting Principles to Mutual Life
Insurance and Other Enterprises", which is effective for fiscal years beginning
after December 15, 1995. The effect of Interpretation No. 40 will change the
current practice of the Company with respect to utilizing statutory basis
financial statements for general purposes, in that it would not allow such
financial statements to be referred to as having been prepared in accordance
with GAAP. Interpretation No. 40 will require GAAP financial statements to apply
all GAAP pronouncements, unless specifically exempted. The Company is currently
exempted from certain FASB statements which primarily address their insurance
related activities. Implementation of the Interpretation may require significant
judgment as to determining GAAP for insurance operations. A task force of the
American Institute of Certified Public Accountants is studying the impact of the
Interpretation on mutual life insurance companies. Until complete GAAP standards
are fully developed for mutual life insurance companies, the Company will be
unable to determine the impact of Interpretation No. 40 on its financial
statements.

25
<PAGE>

DIRECTORS AND OFFICERS

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

DIRECTORS OF PRUCO LIFE

E. MICHAEL CAULFIELD, Director. -- Chief Executive Officer, Prudential Preferred
Financial Services since 1995; 1993 to 1995: President, Prudential Preferred
Financial Services; 1992 to 1993: President, Prudential Property and Casualty
Insurance Company*; Prior to 1992: President of Investment Services of The
Prudential. Age 48.

ROBERT P. HILL, Chairman and Director.-- Executive Vice President of The
Prudential. Age 54.

GARNETT L. KEITH, JR., Director. -- Vice Chairman of The Prudential. Age 59.

IRA J. KLEINMAN, Director. -- President, Prudential Select since 1993; 1992 to
1993: Senior Vice President of The Prudential; Prior to 1992: Vice President of
The Prudential. Age 48.

ESTHER H. MILNES, President and Director. -- Senior Vice President and Chief
Actuary, Prudential Insurance and Financial Services since 1993; Prior to 1993:
Vice President and Associate Actuary of The Prudential. Age 44.

I. EDWARD PRICE, Vice Chairman and Director. -- Chief Executive Officer,
Prudential International Insurance since 1994; 1993 to 1994: President,
Prudential International Insurance; Prior to 1993: Senior Vice President and
Company Actuary of The Prudential. Age 53.

WILLIAM F. YELVERTON, Director. -- President, Prudential Insurance and Financial
Services since 1995; Prior to 1995: Chief Executive Officer, New York Life
Worldwide. Age 54.

OFFICERS WHO ARE NOT DIRECTORS

BEVERLY R. BARNEY, Senior Vice President. -- Vice President and Associate
Actuary, Prudential Insurance and Financial Services since 1995; 1993 to 1995:
Senior Vice President and Associate Actuary, Prudential Direct; 1991 to 1993:
Senior Vice President and Actuary of Pruco Life; Prior to 1991: Vice President
and Actuary of Pruco Life. Age 48.

ROBERT EARL, Senior Vice President. -- Managing Director, Houston Financial
Services, Prudential Preferred Financial Services since 1994; 1993 to 1994: Vice
President, Strategic Initiatives, Prudential Preferred Financial Services; Prior
to 1993: Vice President Regional Marketing of The Prudential. Age 44.

CLIFFORD E. KIRSCH, Chief Counsel -- Chief Counsel of The Prudential Insurance
Company's Individual Variable Products Department. 1994 to 1995: Associate
General Counsel with Paine Webber. Prior to 1994: Assistant Director in the
Division of Investment Management with the Securities and Exchange Commission.
Age 35.

RICHARD F. LAMBERT, Senior Vice President and Chief Actuary. -- Vice President
and Chief Actuary, Prudential Preferred Financial Services since 1994; 1993 to
1994: Vice President and Actuary, Prudential Preferred Financial Services; 1991
to 1993: Vice President and Associate Actuary of The Prudential. Prior to 1991:
Vice President, Prudential Select Marketing. Age 39.

SUSAN L. BLOUNT, Vice President and Secretary.--Vice President and Secretary of
The Prudential since 1995; Prior to 1995: Assistant General Counsel for
Prudential Residential Services Company. Age 38.

DIANE M. MCGOVERN, Vice President and Actuary. -- Vice President and Assistant
Actuary of The Prudential. Age 44.

MARTIN PFINSGRAFF, Treasurer. -- Vice President and Treasurer of The Prudential
since 1991; Prior to 1991: Managing Director, Corporate Finance of The
Prudential. Age 40.

MICHAEL R. SHAPIRO, Senior Vice President. -- Senior Vice President, Prudential
Select Brokerage. Age 48.

LAWRENCE J. SUNDRAM, Senior Vice President. -- Senior Vice President of Property
and Casualty, Prudential Insurance and Financial Services since 1994; 1993 to
1994: Vice President, Prudential Insurance and Financial Services; Prior to
1993: Vice President, District Agencies Marketing for The Prudential. Age 49.

STEPHEN P. TOOLEY, Vice President, Comptroller and Chief Accounting Officer. --
Vice President and Comptroller, Prudential Insurance and Financial Services
since 1993; Prior to 1993: Director, Financial Analysis for The
Prudential. Age 43.

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

* Subsidiary of The Prudential

26
<PAGE>

EXECUTIVE COMPENSATION

Executive Officers of Pruco Life may also serve one or more affiliated companies
of Pruco Life. Allocations have been made as to each individual's time devoted
to his duties as an executive officer of Pruco Life and its subsidiaries. The
following table shows the cash compensation paid, based on these allocations, to
the executive officers of Pruco Life as a group for services rendered in all
capacities in Pruco Life and its subsidiaries during 1994. Directors of Pruco
Life who are also employees of The Prudential do not receive compensation in
addition to their compensation as employees of The Prudential.

- --------------------------------------------------------------------------------
Allocated Cash
Name & Principal Position Year Compensation ($)
- --------------------------------------------------------------------------------
Esther H. Milnes 1994 $ 14,250
President 1993 $ 9,846
*1992 $-------

John P. Gualtieri, Jr. 1994 $ 25,285
Senior Vice President 1993 $ 72,608
1992 $142,038

Beverly R. Barney 1994 $-------
Senior Vice President 1993 $126,142
1992 $105,380

Helen M. Galt **1994 $-------
President **1993 $ 13,382
1992 $169,626

Robert B. Likins **1994 $-------
Senior Vice President **1993 $ 6,181
1992 $138,511

- --------------------------------------------------------------------------------
* Current position was not held as of reporting date.
** Resigned position as of July, 1993.
- --------------------------------------------------------------------------------

<PAGE>

CONSOLIDATED FINANCIAL STATEMENTS OF
PRUCO LIFE INSURANCE COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(Unaudited)
September 30, December 31,
1995 1994
----------- ---------
($000's)
<S> <C> <C>

ASSETS

Fixed maturities (market value $2,574,369
and $2,596,172) ............................................. $2,517,026 $2,647,315
Equity securities (cost $6,897 and $5,434) ...................... 7,004 3,326
Mortgage loans .................................................. 64,845 71,919
Investment real estate .......................................... 4,079 7,189
Policy loans .................................................... 550,444 493,862
Other long-term investments ..................................... 4,477 4,044
Short-term investments .......................................... 209,043 191,455
---------- ---------
Total Investments ........................................... 3,356,918 3,419,110

Cash ............................................................ 37,139 27,780
Accrued investment income ....................................... 58,282 59,382
Premiums due and deferred ....................................... 18,760 16,821
Receivable from affiliates ...................................... 9,101 7,517
Federal income taxes - from affiliate ........................... -- 23,306
Other assets .................................................... 12,523 25,102
Assets held in Separate Accounts ................................ 4,148,723 3,511,784
---------- ----------

TOTAL ASSETS ......................................................... $7,641,446 $7,090,802
========== ==========

LIABILITIES AND STOCKHOLDER'S EQUITY

LIABILITIES:
Policy liabilities and insurance reserves:
Future policy benefits and claims ........................... $2,596,828 $2,767,552
Other policy claims and benefits payable .................... 14,953 15,184
Interest maintenance reserve (IMR) .......................... 23,870 21,802
Payable to affiliates ........................................... 38,786 30,257
Federal income taxes - to affiliate ............................. 4,945 --
Other liabilities ............................................... 82,187 131,695
Asset valuation reserve (AVR) ................................... 34,441 23,690
Liabilities related to Separate Accounts ........................ 4,065,099 3,424,535
---------- ----------

Total Liabilities .................................................... 6,861,109 6,414,715
---------- ----------

STOCKHOLDER'S EQUITY:
Common Stock, $10 par value; authorized,
1,000,000 shares, issued and outstanding,
250,000 shares .............................................. 2,500 2,500
Paid-in Capital ................................................. 439,582 439,582
Unassigned surplus .............................................. 338,255 234,005
---------- ----------

Total Stockholder's Equity ........................................... 780,337 676,087
---------- ----------

TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY ........................... $7,641,446 $7,090,802
========== ==========

</TABLE>

SEE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

A-1

<PAGE>

CONSOLIDATED FINANCIAL STATEMENTS OF
PRUCO LIFE INSURANCE COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)

Nine Months Ended Three Months Ended
September 30, September 30,
1995 1994 1995 1994
------ ------ ------ -----
($000's) ($000's)

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

Premiums and annuity considerations.................. $431,428 $ 462,152 $157,336 $163,365
Net investment income................................ 188,646 184,743 62,977 62,774
Net realized investment gains/(losses)............... 3,470 (6,420) 4,661 1,035
Other income......................................... 32,100 9,231 4,797 4,122
--------- ---------- --------- --------
Total Revenue.......................................... 655,644 649,706 229,771 231,296
--------- ---------- --------- --------

BENEFITS AND EXPENSES

Current and future benefits and claims............... 385,932 414,897 133,706 146,273
Commission expenses.................................. 19,160 23,299 6,651 8,195
General, administrative and other expenses........... 87,898 78,034 28,699 24,941
--------- --------- --------- --------
Total Benefits and Expenses............................ 492,990 516,230 169,056 179,409
--------- ---------- --------- --------
Income before provision
in lieu of federal income tax..................... 162,654 133,476 60,715 51,887
Provision in lieu of federal
income tax........................................ 54,142 50,337 21,226 20,509
--------- ---------- -------- --------
NET INCOME............................................. $108,512 $83,139 $ 39,489 $ 31,378
========= ======== ========= ========

</TABLE>

SEE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

A-2

<PAGE>

CONSOLIDATED FINANCIAL STATEMENTS OF
PRUCO LIFE INSURANCE COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

Nine Months Ended
September 30,
1995 1994
------ -----
($000's)

CASH FLOW FROM OPERATING ACTIVITIES

Net income .................................... $ 108,512 $ 83,139
Adjustments to reconcile net income
to net cash from operations: ............... (232,588) (152,388)
----------- -----------

Cash Flow From Operating Activities ............. (124,076) (69,249)
----------- -----------

CASH FLOW FROM INVESTING ACTIVITIES

Proceeds from the sale/maturity of:
Fixed maturities ........................... 1,521,429 2,219,498
Equity securities .......................... 4,236 52
Mortgage loans ............................. 7,104 4,709
Other long-term investments ................ 193 1,226
Investment in Real Estate .................. 2,925 5,621
Payments for the purchase of:
Fixed maturities ........................... (1,380,346) (2,064,231)
Equity securities .......................... (3,947) (433)
Other long-term investments ................ (626) (307)
Net payments of short-term investments ..... (17,533) (78,663)
----------- -----------

Cash Flow From Investing Activities ............. 133,435 87,472
---------- -----------

Net increase in Cash .......................... 9,359 18,223
Cash, beginning of period ..................... 27,780 671
----------- -----------

CASH, END OF PERIOD ............................. $ 37,139 $ 18,894
=========== ===========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION

Cash paid in lieu of income taxes ............. $ 29,896 $ 43,062
=========== ===========

SEE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

A-3

<PAGE>

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS OF
PRUCO LIFE INSURANCE COMPANY AND SUBSIDIARIES
For The Periods Ended September 30, 1995 and 1994 (Unaudited)

1. General

Pruco Life Insurance Company consists of Pruco Life Insurance Company
(Pruco Life), Pruco Life Insurance Company of New Jersey and The Prudential
Life Insurance Company of Arizona (collectively, the Company). Pruco Life
is a wholly owned subsidiary of The Prudential Insurance Company of America
(The Prudential), a mutual life insurance company. The accompanying
unaudited financial statements have been prepared in accordance with
generally accepted accounting principles (GAAP), which are considered
statutory accounting practices for a wholly owned stock subsidiary of a
mutual life insurance company. The Financial Accounting Standards Board
(the "FASB") issued Interpretation No. 40, "Applicability of Generally
Accepted Accounting Principles to Mutual Life Insurance and Other
Enterprises", which as amended is effective for fiscal years beginning
after December 15, 1995. Interpretation No. 40 changes the current practice
of the Company with respect to utilizing statutory basis financial
statements for general purposes in that it would not allow such financial
statements to be referred to as having been prepared in accordance with
GAAP pronouncements, unless specifically exempted. Implementation of the
Interpretation will require significant effort and judgement as to
determining GAAP for insurance operations. The Company is currently unable
to determine the impact of Interpretation No. 40 on its financial
statements.

Certain financial information which is normally included in financial
statements, prepared in accordance with generally accepted accounting
principles, but which is not required for interim reporting purposes, has
been omitted. The financial statements for the nine months ended September
30, 1995 and 1994 include all adjustments (consisting of only normal
recurring accruals) which, in the opinion of management, are necessary for
a fair presentation of results for that interim period. The results for the
nine months ended September 30, 1995 and 1994, are not necessarily
indicative of the results for a full year. These statements should be read
in conjunction with the consolidated financial statements and notes thereto
included on Form 10-K for the fiscal year ended December 31, 1994.

2. Related Party

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 The Prudential, the Company, and agents
appointed by The Prudential and the Company. The Prudential has agreed to
indemnify the Company for any and all losses resulting from such
litigation.

A-4

<PAGE>

CONSOLIDATED FINANCIAL STATEMENTS OF
PRUCO LIFE INSURANCE COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

DECEMBER 31,
----------------------
1994 1993
---------- ----------
($000'S)
ASSETS
Fixed maturities (market value
$2,596,172 and $2,951,602)........ $2,647,315 $2,835,251
Equity securities (cost $5,434 and
$4,405)........................... 3,326 2,788
Mortgage loans...................... 71,919 56,184
Investment in real estate........... 7,189 9,994
Policy loans........................ 493,862 420,271
Other long-term investments......... 4,044 2,753
Short-term investments.............. 191,455 201,079
---------- ----------
Total Investments................. 3,419,110 3,528,320
Cash................................ 27,780 671
Notes receivable from affiliates.... - 50,000
Interest receivable from
affiliates........................ - 23
Accrued investment income........... 59,382 56,785
Premiums due and deferred........... 16,821 16,569
Receivable from affiliates.......... 7,517 6,880
Federal income taxes--from
affiliate......................... 23,306 4,151
Other assets........................ 25,102 15,829
Assets held in Separate Accounts.... 3,511,784 3,492,876
---------- ----------
TOTAL ASSETS.......................... $7,090,802 $7,172,104
========== ==========

LIABILITIES AND STOCKHOLDER'S EQUITY
LIABILITIES:
Policy liabilities and insurance
reserves:
Future policy benefits and
claims.......................... $2,767,552 $2,912,283
Other policy claims and benefits
payable......................... 15,184 13,606
Interest Maintenance Reserve (IMR) 21,802 46,506
Payable to affiliates............... 30,257 54,286
Other liabilities................... 131,695 103,985
Asset Valuation Reserve (AVR)....... 23,690 22,692
Liabilities related to Separate
Accounts.......................... 3,424,535 3,399,953
---------- ----------
Total Liabilities..................... 6,414,715 6,553,311
---------- ----------
STOCKHOLDER'S EQUITY:
Common Stock, $10 par value;
authorized, 1,000,000 shares;
issued and outstanding, 250,000
shares............................ 2,500 2,500
Paid-in capital..................... 439,582 439,582
Unassigned surplus.................. 234,005 176,711
---------- ----------
Total Stockholder's Equity............ 676,087 618,793
---------- ----------
TOTAL LIABILITIES AND
STOCKHOLDER'S EQUITY................ $7,090,802 $7,172,104
========== ==========

CONSOLIDATED STATEMENTS OF OPERATIONS

Years Ended December 31,
----------------------------------
1994 1993 1992
---------- ---------- ----------
($000'S)
REVENUE
Premiums and annuity
considerations......... $ 611,820 $ 563,900 $ 497,088
Net investment income.... 245,977 260,939 274,037
Net realized investment
gains/(losses) (21,215) 8,878 28,117
Other income............. 13,259 18,882 16,043
---------- ---------- ----------
Total Revenue.............. 849,841 852,599 815,285
---------- ---------- ----------
BENEFITS AND EXPENSES
Current and future
benefits and claims.... 559,658 534,354 478,148
Commission expenses...... 30,169 28,386 17,956
General, administrative
and other expenses..... 119,309 129,171 111,745
---------- ---------- ----------
Total Benefits and
Expenses................. 709,136 691,911 607,849
---------- ---------- ----------
Income before provision
in lieu of federal
income tax............. 140,705 160,688 207,436
Provision in lieu of
federal income tax..... (87,750) (83,640) (96,578)
---------- ---------- ----------
NET INCOME................. $ 52,955 $ 77,048 $ 110,858
========== ========== ==========

SEE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

B-1

<PAGE>

CONSOLIDATED FINANCIAL STATEMENTS OF
PRUCO LIFE INSURANCE COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY

Years Ended December 31,
-------------------------------
1994 1993 1992
--------- --------- ---------
($000'S)
COMMON STOCK
Balance, beginning of
year................... $ 2,500 $ 2,500 $ 2,500
Issued during year....... - - -
--------- --------- ---------
Balance, end of year..... 2,500 2,500 2,500
--------- --------- ---------
Paid-in Capital
Balance, beginning of
year................... 439,582 439,582 439,582
Paid-in during year...... - - -
--------- --------- ---------
Balance, end of year..... 439,582 439,582 439,582
--------- --------- ---------
Unassigned Surplus
Balance, beginning of
year................... 176,711 162,530 98,966
Net income............... 52,955 77,048 110,858
Net unrealized investment
gains/(losses)......... 5,814 (9,351) 2,750
(Increase) decrease in
non-admitted assets.... (477) 575 130
(Increase) decrease in
AVR.................... (998) 5,909 3,681
Dividends to
stockholder............ - (60,000) (53,855)
--------- --------- ---------
Balance, end of year..... 234,005 176,711 162,530
--------- --------- ---------

TOTAL STOCKHOLDER'S
EQUITY..................... $ 676,087 $ 618,793 $ 604,612
========= ========= =========

CONSOLIDATED STATEMENTS OF CASH FLOWS

Years Ended December 31,
-------------------------------------
1994 1993 1992
----------- ----------- -----------
($000'S)
CASH FLOW FROM OPERATING ACTIVITIES
Net income................ $ 52,955 $ 77,048 $ 110,858
Adjustments to reconcile
net income to net cash
from operations:
Increase (decrease) in
policy liabilities and
insurance reserves.... (143,153) (124,602) 95,927
Net decrease in Separate
Accounts.............. 5,674 12,173 4,531
Net realized
investment(gains)/
losses................ 21,215 (8,878) (28,117)
Depreciation,
amortization and other
non-cash items........ 314 1,907 (1,810)
(Increase) decrease in
operating assets:
Policy loans.......... (73,591) (71,472) (86,306)
Notes receivable from
affiliates.......... 50,000 9,000 4,000
Interest receivable
from affiliates..... 23 420 361
Accrued investment
income.............. (2,597) 880 (45)

CONSOLIDATED STATEMENTS OF CASH FLOWS (CONT'D)

Years Ended December 31,
-------------------------------------
1994 1993 1992
----------- ----------- -----------
($000'S)
Premiums due and
deferred............ (252) (880) 47,374
Receivable from
affiliates.......... (637) 1,970 10,818
Federal income
taxes--from
affiliate........... (19,155) 6,879 (11,030)
Other assets.......... (9,273) (9,481) (3,476)
Increase (decrease) in
operating liabilities:
Payable to
affiliates............ (24,029) 13,260 (53,063)
Federal income
taxes--to
affiliate........... - - (497)
Other liabilities..... 27,710 34,632 (50,303)
----------- ----------- -----------

Cash Flow From (Used For)
Operating Activities...... (114,796) (57,144) 39,222
----------- ----------- -----------

CASH FLOW FROM INVESTING ACTIVITIES
Proceeds from the sale/
maturity of:
Fixed maturities........ 2,710,424 1,687,992 3,898,399
Equity securities....... 1,909 4,032 1,791
Mortgage loans.......... 10,821 21,691 954
Other long-term
investments........... 607 520 -
Investment in real
estate................ 8,676 - -
Payments for the purchase
of:
Fixed maturities........ (2,561,081) (1,483,234) (3,986,331)
Equity securities....... (2,436) (3,068) (1,170)
Mortgage loans.......... (35,276) (918) -
Other long-term
investments........... (1,584) (84) (860)
Investment in real
estate................ - (20) (71)
Net proceeds (payments)
of short-term
investments........... 9,845 (116,735) 108,858
----------- ----------- -----------
Cash Flow From Investing
Activities................ 141,905 110,176 21,570
----------- ----------- -----------

CASH FLOW FROM FINANCING ACTIVITIES
Dividends paid............ - (60,000) (53,855)
----------- ----------- -----------
Net increase (decrease) in
Cash.................... 27,109 (6,968) 6,937
Cash, beginning of year... 671 7,639 702
----------- ----------- -----------
CASH, END OF YEAR........... $ 27,780 $ 671 $ 7,639
=========== =========== ===========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Non-cash financing:
Investment in real
estate from foreclosed
mortgage loans.......... $ 4,139 $ 7,300 $ 6,338
=========== =========== ===========
Cash paid in lieu of
income taxes............ $ 73,903 $ 76,760 $ 108,105
=========== =========== ===========

SEE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

B-2

<PAGE>

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

1. Summary of Significant Accounting Policies and Principles

A. Principles of Consolidation

The accompanying financial statements include the consolidated accounts of
Pruco Life Insurance Company (Pruco Life), a stock life insurance company,
and its subsidiaries (collectively, the Company). Pruco Life is a
wholly-owned subsidiary of The Prudential Insurance Company of America
(The Prudential), a mutual life insurance company. The Company markets
individual life insurance and single pay deferred annuities primarily
through The Prudential's sales force. All significant intercompany
balances and transactions have been eliminated in consolidation.

B. Basis of Presentation

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

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

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

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

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

B-3

<PAGE>

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

The following is a reconciliation of Pruco Life's statutory net income with net
income per the consolidated financial statements.

<TABLE>
<CAPTION>
Years Ended December 31,
-------------------------------
1994 1993 1992
--------- --------- ---------
($000'S)
<S> <C> <C> <C>
Pruco Life Statutory Net Income including net gains
and losses on sales of investments................ $ 49,374 $ 79,405 $ 126,507
Adjustments to reconcile to net income as follows:
Dividends from subsidiary......................... - (26,000) (27,162)
Change in determination of deferred premiums...... - - (12,495)
Provision for future assessments.................. 349 577 (3,493)
Net gain from operations in Separate Accounts..... 7,508 5,572 2,563
Income tax applicable to other than current
year............................................ (25,467) - -
Other............................................. 7,684 (2,429) 1,459
Subsidiaries' Net Income.......................... 13,507 19,923 23,479
--------- --------- ---------
Net Income.......................................... $ 52,955 $ 77,048 $ 110,858
========= ========= =========
</TABLE>

C. Future Application of Accounting Standards

The Financial Accounting Standards Board (the "FASB") issued Financial
Interpretation No. 40, "Applicability of Generally Accepted Accounting
Principles to Mutual Life Insurance and Other Enterprises", which, as
amended is effective for fiscal years beginning after December 15, 1995.
Interpretation No. 40 changes the current practice of the Company with
respect to utilizing statutory basis financial statements for general
purposes in that it would not allow such financial statements to be
referred to as having been prepared in accordance with GAAP.
Interpretation No. 40 requires GAAP financial statements to apply all GAAP
pronouncements, unless specifically exempted. Implementation of the
Interpretation will require significant effort and judgment as to
determining GAAP for insurance operations.

The Company is currently unable to determine the impact of Interpretation
No. 40 on its financial statements.

B-4

<PAGE>

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

D. Selected Financial Data of Pruco Life

Pruco Life markets the Future Value Annuity Contract, an individual
deferred annuity contract. Only assets of Pruco Life, shown below, are
available to meet the guarantees under this annuity contract. The
following is the selected financial data of Pruco Life:

<TABLE>
<CAPTION>
December 31,
----------------------
1994 1993
---------- ----------
($000'S)
<S> <C> <C>
Assets:
Investments................................................. $2,758,088 $2,835,163
Investment in subsidiaries.................................. 169,816 156,515
Other assets................................................ 135,778 133,020
Assets held in Separate Accounts.............................. 2,869,734 2,846,792
---------- ----------
Total Assets.................................................. $5,933,416 $5,971,490
========== ==========
Liabilities:
Policy liabilities and insurance reserves................... $2,296,987 $2,417,098
Other liabilities........................................... 163,322 165,974
Liabilities related to Separate Accounts 2,797,020 2,769,625
---------- ----------
Total Liabilities........................................... $5,257,329 $5,352,697
========== ==========
</TABLE>

Years Ended December 31,
-------------------------------
1994 1993 1992
--------- --------- ---------
($000'S)

Revenues...................................... $ 698,685 $ 716,402 $ 675,863
--------- --------- ---------
Benefits, expenses and taxes.................. 659,237 633,277 561,322
--------- --------- ---------
Net Income.................................... $ 39,448 $ 83,125 $ 114,541
========= ========= =========

E. Investments

Fixed maturities, which include long-term bonds and redeemable preferred
stock, are stated primarily at amortized cost. Certain investments in this
category were non-income producing at December 31, 1994 and 1993. These
investments amounted to $13.2 million and $2 million, respectively. Equity
securities, which consist primarily of common stock, are carried at market
value which is based on quoted market prices, where available, or prices
provided by the National Association of Insurance Commissioners' (NAIC)
Securities Valuation Office (SVO).

Mortgage loans are carried at the lower of the fair value of the
underlying property or unpaid principal balance. At December 31, 1994, one
loan was in foreclosure in the amount of $6 million. At December 31, 1993,
aside from one loan in foreclosure, one mortgage, in the amount of $3
million, was in default.

Policy loans are stated primarily at unpaid principal balances.

All the Company's real estate investments were acquired through
foreclosure during 1994 and 1993. These properties are carried at the
lower of cost or fair value less disposition costs. Fair value is
considered to be the amount that could reasonably be expected in a current
transaction between willing parties, other than in forced or liquidation
sale. Depreciation on these properties for the years ended December 31,
1994 and 1993 was $456 thousand and $289 thousand, respectively.

Other long-term investments, which consist solely of limited partnerships,
are valued at the aggregate net equity in the partnerships. There were no
non-income producing investments in this category at December 31, 1994.
Certain investments in this category were non-income producing at December
31, 1993. These investments amounted to $118 thousand.

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

B-5

<PAGE>

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

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

F. Future Policy Benefits, Losses and Claims

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

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

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

G. Revenue Recognition and Related Expenses

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

H. Asset Valuation Reserve and Interest Maintenance Reserve

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

The components of AVR at December 31, 1994 and 1993 are as follows:

<TABLE>
<CAPTION>
Fixed Equity Real Estate
Maturities Mortgages Securities & Other Inv. Total
----------- ----------- ----------- ------------ ---------
($000'S)
<S> <C> <C> <C> <C> <C>
Transfer from December 31, 1992 --
AVR ............................... $23,152 $5,139 $310 $ 0 $28,601
Additions ........................... 7,197 0 650 2,353 10,200
Deductions .......................... (12,055) (1,440) (261) (2,353) (16,109)
------- ------ ---- ------ -------
End of Year 1993 -- AVR ............. 18,294 3,699 699 0 22,692
======= ====== ==== ====== =======
Beginning of Year 1994 -- AVR ....... 18,294 3,699 699 0 22,692
Additions ........................... 12,062 2,166 348 2,047 16,623
Deductions .......................... (10,454) (4,355) (314) (502) (15,625)
------- ------ ---- ------ -------
End of Year 1994 -- AVR ............. $19,902 $1,510 $733 $1,545 $23,690
======= ====== ==== ====== =======
</TABLE>

The IMR is designed to reduce the fluctuations of surplus resulting from
market interest rate movements. Predominantly all interest rate related
realized capital gains and losses are deferred and amortized into
investment income over the remaining life of the investment sold. The IMR
balance was $21.8 million and $46.5 million at December 31, 1994 and 1993,
respectively. "Net realized investment gains/(losses)" of $(19.9) million
and $19.2 million were deferred in 1994 and 1993, respectively. Amortized
into "Net investment income" were $4.8 million and $6.7 million of IMR for
the year ended December 31, 1994 and 1993, respectively.

I. Federal Income Taxes

The Company is a member of a group of affiliated companies which join in
filing a consolidated federal tax return. Pursuant to a tax allocation
agreement, current tax liabilities are determined for individual companies
based upon their separate return basis taxable income. Members with
taxable income incur an amount in lieu of the separate return basis
federal tax. Members with a loss for tax purposes recognize a current
benefit in proportion to the amount of their losses utilized in computing
consolidated taxable income. Differences

B-6

<PAGE>

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

between estimated liabilities and actual payments are included in the
current year's operations as an adjustment to the provision in lieu of
income taxes. For the years 1993 and 1992, the Company was allocated a
portion of the consolidated income tax liability attributable to Section
809 of the Internal Revenue Code (commonly referred to as "Equity Tax").
Beginning in 1994, the Company will no longer be allocated this Equity
Tax.

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

J. Separate Accounts

Separate accounts represent funds for which investment income and
investment gains and losses accrue directly to, and investment risk is
borne by, the policyholders. Each account has specific investment
objectives. Assets are carried at market value. Deposits to such accounts
are included in revenues with a corresponding liability increase included
in benefits and expenses. The assets of each account are legally
segregated and are not subject to claims that arise out of any other
business of the Company. Consequently, management believes that it is
appropriate to combine Separate Account policyholder net investment income
and net realized and unrealized capital gains/(losses) along with benefit
payments and change in reserves in "Current and future benefits and
claims". Policyholder net investment income and net realized and
unrealized gains/(losses) for the years ended December 31, 1994, 1993 and
1992 were ($28) million, $443 million and $223 million, respectively.

2. Federal Income Taxes

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

<TABLE>
<CAPTION>
Years Ended December 31,
-------------------------------
1994 1993 1992
--------- --------- ---------
($000'S)
<S> <C> <C> <C>

Operating income before federal income taxes.......... $ 140,705 $ 160,688 $ 207,436
Statutory tax rate.................................... 35% 35% 34%
--------- --------- ---------
Expected federal income taxes......................... 49,247 56,241 70,528
Tax effect of:
Statutory/tax policy reserve difference............. 19,949 14,577 (16,381)
Timing differences in tax/book income recognition on
investments....................................... 11,608 4,055 14,404
Timing differences in tax/book income recogni-
tion--other....................................... (6,816) (415) 921
Change in determination of deferred premiums........ - - 6,128
Decrease/(Increase) in life insurance premiums
deferred and uncollected.......................... (88) (308) 2,650
Capitalization of policy acquisition expenses....... 13,850 7,374 8,158
Allocated equity tax................................ - 2,116 10,170
--------- --------- ---------
Federal income taxes.................................. $ 87,750 $ 83,640 $ 96,578
========= ========= =========
Effective tax rate.................................... 62% 52% 47%
========= ========= =========
</TABLE>

B-7

<PAGE>

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

3. Net Investment Income

Net investment income consisted of:
<TABLE>
<CAPTION>
Years Ended December 31,
-------------------------------
1994 1993 1992
--------- --------- ---------
($000'S)
<S> <C> <C> <C>
Gross investment income
Fixed maturities.................................... $ 196,909 $ 216,660 $ 237,884
Equity securities................................... 14 22 14
Mortgage loans...................................... 4,041 6,359 7,529
Investment in real estate........................... 2,146 2,066 1,258
Policy loans........................................ 25,692 21,741 17,437
Short-term investments.............................. 12,676 9,031 11,638
Other............................................... 5,075 3,945 2,681
--------- --------- ---------
246,553 259,824 278,441

Investment expenses................................... (5,421) (5,570) (7,687)
--------- --------- ---------
Net investment income before IMR...................... 241,132 254,254 270,754

Amortization of Interest Maintenance Reserve.......... 4,845 6,685 3,283
--------- --------- ---------
Net investment income................................. $ 245,977 $ 260,939 $ 274,037
========= ========= =========
</TABLE>

4. Investments and Investment Gains (Losses)

<TABLE>
<CAPTION>
Years Ended December 31,
-------------------------------
1994 1993 1992
--------- --------- ---------
($000'S)
<S> <C> <C> <C>
Realized Gains (Losses)
Fixed maturities..................................... $ (38,180) $ 32,471 $ 69,559
Equity securities.................................... 503 607 967
Mortgage loans....................................... (4,581) (2,592) (3,889)
Investment in real estate............................ 1,184 (2,004) (1,757)
Other................................................ (1) (411) 517
Tax effected amounts transferred to Interest
Maintenance Reserve.................................. 19,860 (19,193) (37,280)
--------- --------- ---------
Net realized investment gains.......................... $ (21,215) $ 8,878 $ 28,117
========= ========= =========
Unrealized Gains (Losses)
Fixed maturities..................................... 5,430 (9,380) 3,637
Equity securities.................................... (490) 260 (1,305)
Other................................................ 874 (231) 418
--------- --------- ---------
Net unrealized investment gains (losses)............... 5,814 (9,351) 2,750
Balance beginning of year.............................. (18,166) (8,815) (11,565)
--------- --------- ---------
Balance end of year.................................... $ (12,352) $ (18,166) $ (8,815)
========= ========= =========
</TABLE>

B-8
<PAGE>

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

Equity Securities at December 31,
($000'S)
Unrealized
--------------------------------
Cost Gains Losses
--------- --------- ----------
1994........................................ $5,434 $ 386 $2,494
1993........................................ 4,405 742 2,359
1992........................................ 4,762 1,093 2,969

Fixed Maturities
($000'S)

At December 31,
Increase (Decrease)
in Difference
Between Market Value
Amortized Market and Amortized
Cost Value Cost During the Year
---------- ---------- ----------------------
1994........................... $2,647,315 $2,596,172 $(167,494)
1993........................... 2,835,251 2,951,602 10,453
1992........................... 3,025,030 3,130,928 (74,958)

The amortized cost and estimated market value of fixed maturities at December
31, 1994 and 1993 are as follows:

<TABLE>
<CAPTION>
1994
------------------------------------------------
Gross Gross Estimated
Amortized Unrealized Unrealized Market
Cost Gains Losses Value
($000'S) ($000'S) ($000'S) ($000'S)
---------- ----------- ----------- ----------
<S> <C> <C> <C> <C>
U.S. Treasury securities and obligations of
U.S. government corporations and agencies... $ 409,678 $ 224 $20,259 $ 389,643
Obligations of U.S. and political
subdivisions................................ - - - -
Debt securities issued by foreign governments
and their agencies.......................... 86,026 2,075 2,310 85,791
Corporate securities.......................... 1,960,296 17,005 43,521 1,933,780
Mortgage-backed securities.................... 191,315 1,429 5,786 186,958
---------- ------- ------- ----------
Total......................................... $2,647,315 $20,733 $71,876 $2,596,172
========== ======= ======= ==========

<CAPTION>
1993
------------------------------------------------
Gross Gross Estimated
Amortized Unrealized Unrealized Market
Cost Gains Losses Value
($000'S) ($000'S) ($000'S) ($000'S)
---------- ----------- ----------- ----------
<S> <C> <C> <C> <C>
U.S. Treasury securities and obligations of
U.S. government corporations and agencies... $ 374,797 $ 3,819 $ 638 $ 377,978
Obligations of U.S. and political
subdivisions................................ 3,705 1,106 - 4,811
Debt securities issued by foreign governments
and their agencies.......................... 99,524 6,632 3 106,153
Corporate securities.......................... 2,070,066 107,643 4,514 2,173,195
Mortgage-backed securities.................... 287,159 6,223 3,917 289,465
---------- -------- ------ ----------
Total......................................... $2,835,251 $125,423 $9,072 $2,951,602
========== ======== ====== ==========
</TABLE>

B-9
<PAGE>

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

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

<TABLE>
<CAPTION>
Estimated
Amortized Market
Cost Value
($000'S) ($000'S)
---------- ----------
<S> <C> <C>
Due in one year or less................................. $ 127,296 $ 130,795
Due after one year through five years.................. 1,823,406 1,794,674
Due after five years through ten years................. 402,232 384,814
Due after ten years.................................... 103,066 98,931
---------- ----------
2,456,000 2,409,214
Mortgage-backed securities............................. 191,315 186,958
---------- ----------
Total.................................................. $2,647,315 $2,596,172
========== ==========
</TABLE>

Proceeds from the sale/maturity of debt securities during 1994, 1993 and
1992 were $2.7 billion, $1.7 billion and $3.9 billion, respectively. Gross
gains of $16.8 million, $44.5 million and $90.4 million and gross losses
of $49.8 million, $12.0 million and $20.8 million were realized on those
sales during 1994, 1993, and 1992, respectively.

The Company invests in both investment grade and non-investment grade
securities. The SVO of the NAIC rates fixed maturities held by insurers
(SVO rated securities accounted for approximately 93.6% and 93.0% of the
Company's total fixed maturities balances at both December 31, 1994 and
1993) for regulatory purposes and groups investments into six categories
ranging from highest quality bonds to those in or near default. The lowest
three NAIC categories represent, for the most part, high-yield securities
and are defined by the NAIC as including any security with a public agency
rating of B+ or B1 or less.

Included in "fixed maturities" are securities that are classified by the
NAIC as being in the lowest three rating categories. These approximated
1.5% and 1.6% of the Company's assets at December 31, 1994 and 1993,
respectively. The amount by which the market value of these securities
exceeded the carrying value was approximately $(.9) million and 1.0
million at December 31, 1994 and 1993, respectively.

5. Related Party Transactions

A. Service Agreements

The Company, The Prudential, Pruco Life of New Jersey and Pruco Securities
Corporation, an indirect wholly-owned subsidiary of The Prudential,
operate under service and lease agreements whereby services of officers
and employees, supplies, use of equipment and office space are provided.
The net cost of these services allocated to the Company were $78 million,
$98 million, and $71 million for the years ended December 31, 1994, 1993,
and 1992, respectively.

In a reorganization of the parent's Individual Insurance Department,
effective January 1, 1993, the corporate staff of the Company was absorbed
by the parent. The costs associated with these employees, which were
previously borne by the Company, are now charged to the Company under the
service and lease agreements with the parent.

B. Employee Benefit Plans

Pension Plans

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

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

B-10
<PAGE>

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

Postretirement Life and Health Benefits

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

C. Reinsurance

The Company currently has two reinsurance agreements in place with The
Prudential (the reinsurer). Specifically: reinsurance of a Group Annuity
Contract, whereby the reinsurer, in consideration for a single premium
payment by the Company, provides Reinsurance equal to 100% of all payments
due under the Contract; and, 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 ($2.5 million).
These agreements had no material effect on net income for the years ended
December 1994, 1993, and 1992.

D. Other Transactions

A certificate of deposit issued by The Prudential Bank and Trust Company
of $50 million as of December 31, 1993 was not renewed in 1994. The
Company also received a $9 million payment settlement of a promissory note
from Pruco Inc. during 1993.

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

6. Dividends

The Company is subject to Arizona law which limits the amount of dividends
that insurance companies can pay to stockholders. The maximum dividend which
may be paid in any 12 month period without notification or approval is
limited to the lesser of 10% of 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,
1994, the Company would be permitted a maximum of $60 million in dividend
distributions in 1995, all of which could be paid in cash, without approval
from The State of Arizona Department of Insurance.

7. Fair Value Information

The fair value amounts have been determined by the Company using available
information and reasonable valuation methodologies for only those accounts
for which fair value disclosures are required. Considerable judgment is
necessarily applied in interpreting data to develop the estimates of fair
value. Accordingly, the estimates presented may not be realized in a current
market exchange. The use of different market assumptions and/or estimation
methodologies could have a material effect on the estimated fair values.

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

Fixed Maturities. Fair values for fixed maturities, other than private
placement securities, are based on quoted market prices or estimates from
independent pricing services. Fair values for private placement securities
are estimated using a discounted cash flow model which considers the current
market spreads between the U.S.

B-11
<PAGE>

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

Treasury yield curve and corporate bond yield curve adjusted for the type of
issue, its current quality and its remaining average life. The fair value of
certain non-performing private placement securities is based on amounts
provided by state regulatory authorities.

Mortgage Loans. The fair value of the commercial mortgage and agricultural
loan portfolio is primarily based upon the present value of the scheduled
cash flows discounted at the appropriate U.S. Treasury rate, adjusted for the
current market spread for a similar quality mortgage. For certain
non-performing and other loans, fair value is based upon the value of the
underlying collateral.

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

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

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

<TABLE>
<CAPTION>
1994 1993
---------------------- ----------------------
Carrying Fair Carrying Fair
Value Value Value Value
---------- ---------- ---------- ----------
($000'S) ($000'S)
<S> <C> <C> <C> <C>
Financial Assets:
Fixed maturities $2,647,315 $2,596,172 $2,835,251 $2,951,602
Equity securities 3,326 3,326 2,788 2,788
Mortgage loans 71,919 71,805 56,184 58,738
Policy loans 493,862 448,617 420,271 416,243
Other long-term investments 4,044 4,044 2,753 2,753
Short-term investments 191,455 191,455 201,079 201,079

Financial Liabilities:
Investment-type insurance contracts $ 794,691 $ 761,324 $1,053,025 $1,033,692
</TABLE>

8. Contingencies

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

9. Subsequent Event

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 The Prudential, the Company and agents appointed by
The Prudential and the Company. The Prudential has agreed to indemnify the
Company for any and all losses resulting from such litigation.

B-12
<PAGE>

INDEPENDENT AUDITORS' REPORT

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

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

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

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

Deloitte & Touche LLP
Parsippany, New Jersey
March 6, 1995, except for
Note 9, as to which the date
is November 15, 1995.

B-13

<PAGE>

MARKET-VALUE ADJUSTMENT FORMULA

The Market-Value Adjustment, which is applied to withdrawals and transfers made
at any time other than the 30-day period following the end of an interest rate
period, involves three amounts:

1. The number of whole months remaining in the existing interest rate
period.

2. The guaranteed interest rate.

3. The interest rate that Pruco Life declares for a duration of one year
longer than the number of whole years remaining on the existing cell
being withdrawn from.

Stated as a formula, the Market Value Factor is equal to:

(M/12) x (R-C), not to exceed +0.40 or be less than -0.40;

Where,

M = the number of whole months (not to be less than one) remaining in the
interest rate period.

R = the Contract's guaranteed interest rate expressed as a decimal. Thus
6.2% is converted to 0.062.

C = the interest rate, expressed as a decimal, that Pruco Life declares
for a duration equal to the number of whole years remaining in the
present interest rate period, plus 1 year as of the date the request
for a withdrawal or transfer is received.

The Market-Value Adjustment is then equal to the Market Value Factor multiplied
by the amount subject to a Market-Value Adjustment.

The steps below explain how a Market-Value Adjustment is calculated.

Step 1: Divide the number of whole months left in the existing interest
rate period (not to be less than one) by 12.

Step 2: Determine the interest rate Pruco Life declares on the date the
request for withdrawal or transfer is received for a duration of years
equal to the whole number of years determined in Step 1, plus 1 additional
year. Subtract this interest rate from the guaranteed interest rate. The
result could be negative.

Step 3: Multiply the results of Step 1 and Step 2. Again, the result could
be negative. If the result is less than -0.4, use the value -0.4. If the
result is in between -0.4 and 0.4, use the actual value. If the result is
more than 0.4, use the value 0.4.

Step 4: Multiply the result of Step 3 (which is the Market Value Factor) by
the value of the amount subject to a Market-Value Adjustment. The result is
the Market-Value Adjustment.

Step 5: The result of Step 4 is added to the interest cell. If the
Market-Value Adjustment is positive, the interest cell will go up in value.
If the Market-Value Adjustment is negative, the interest cell will go down
in value.

Depending upon when the withdrawal request is made, a withdrawal charge may
apply.

The following example will illustrate the application of a Market-Value
Adjustment and the determination of the withdrawal charge. Suppose a Contract
owner made two invested purchase payments, the first in the amount of $10,000 on
December 1, 1995, all of which was allocated to the Common Stock Subaccount, and
the second in the amount of $5,000 on October 1, 1997, all of which was
allocated to the MVA Option with a guaranteed interest rate of 8% (0.08) for 7
years. A request for withdrawal of $8,500 is made on February 1, 2000 (the
Contract owner does not provide any withdrawal instructions) . On that date the
amount in the Common Stock Subaccount is equal to $12,000 and the amount in the
interest cell with a maturity date of September 30, 2004 is $5,985.23, so that
the Contract Fund on that date is equal to $17,985.23.

C-1

<PAGE>

On February 1, 2000, the interest rate declared by Pruco Life for the duration
of 5 years (4 whole years remaining until September 30, 2004, plus one year) is
11%.

The following computations would be made:

1. Calculate the Contract Fund value as of the effective date of the
transaction. This would be $17,985.23.

2. Calculate the charge-free amount (the amount of the withdrawal that is not
subject to a withdrawal charge).

DATE PAYMENT FREE
---- ------- ----
12/1/95 $ 10,000 $1,000
12/1/96 $2,000
10/1/97 $ 5,000 $2,500
12/1/97 $4,000
12/1/98 $5,500
12/1/99 $7,000

The charge-free amount in the fifth Contract year is 10% of $15,000 (total
purchase payments) plus $5,500 (the charge-free amount in the fourth Contract
year) for a total of $7,000.

3. Since the withdrawal request is in the fifth Contract year, a 3% withdrawal
charge rate applies to any portion of the withdrawal which is not
charge-free.

$8,500.00 requested withdrawal amount
- $7,000.00 charge-free
---------
$1,500.00 additional amount needed to complete withdrawal

The Contract provides that the Contract Fund will be reduced by an amount
which, when reduced by the withdrawal charge, will equal the amount
requested. Therefore, in order to produce the amount needed to complete the
withdrawal request ($1,500), we must "gross-up" that amount, before
applying the withdrawal charge rate. This is done by dividing by 1 minus
the withdrawal charge rate.

$1,500.00 / (1-.03) =
$1,500.00 / 0.97 = $1,546.39 grossed-up amount

Please note that a 3% withdrawal charge on this grossed-up amount reduces
it to $1,500, the balance needed to complete the request.

$1,546.39 grossed-up amount
X .03 withdrawal charge rate
---------
$ 46.39 withdrawal charge

4. The Market Value Factor is determined as described in steps 1 through 5,
above. In this case, it is equal to 0.08 (8% is the guaranteed rate in the
existing cell) minus 0.11 (11% is the interest rate that would be offered
for an interest cell with a duration of the remaining whole years plus 1),
which is -0.03, multiplied by 4.58333 (55 months remaining until September
30, 2004, divided by 12) or -0.13750. Thus, there will be a negative
Market-Value Adjustment of 14% of the amount in the interest cell that is
subject to the adjustment.

-0.13750 X $5,985.23 = - 822.97 negative MVA
$ 5,985.23 unadjusted value
----------
$ 5,162.26 adjusted value
$12,000.00 Common Stock value
----------
$17,162.26 adjusted Contract Fund

5. The total amount to be withdrawn, $8,546.39, (sum of the surrender charge,
$46.39, and the requested withdrawal amount of $8,500) is apportioned over
all accounts making up the Contract Fund following the Market-Value
Adjustments, if any, associated with the MVA option.

Common Stock ($12,000 / $17,162.26) X $8,546.39 = $5,975.71
7-Yr MVA ($5,162.26 / $17,162.26) X $8,546.39 = $2,570.68
---------
$8,546.39
C-2

<PAGE>

6. The adjusted value of the interest cell of $5,985.23 reduced by the
withdrawal of $2,570.68 leaves $2,591.58. This amount must be "unadjusted"
by dividing it by 0.86250 (1 plus the Market-Value Adjustment of -0.13750)
to determine the amount remaining in the interest cell to which the
guaranteed interest rate of 8% will continue to be credited until September
30, 2004 or a subsequent withdrawal. That amount is $3,004.73.

C-3

<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

<PAGE>

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

Not applicable.

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS

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

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

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

The relevant provisions of New Jersey law permitting or requiring
indemnification, New Jersey being the state of organization of The Prudential,
can be found in Section 14A:3-5 of the New Jersey Statutes Annotated. The
relevant provisions of Arizona law, Arizona being the state of organization of
Pruco Life, can be found in Section 10-005 of the Arizona Statutes Annotated.
The text of The Prudential's by-law 27, which relates to indemnification of
officers and directors, is incorporated by reference to Exhibit 1.A.(6)(b) of
Post-Effective Amendment No. 4 to Form S-6, Registration No. 33-20000, filed
March 2, 1990, on behalf of The Prudential Variable Appreciable Account. The
text of Pruco Life's by-laws, Article VIII, which relates to indemnification of
officers and directors, is incorporated by reference to Exhibit (3)(b) to this
Registration Statement.

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

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

Not applicable.

II-1

<PAGE>

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Exhibits
--------

(1) Distribution Agreement between Pruco Securities Corporation
(Underwriter) and Pruco Life Insurance Company (Registrant),
dated October 15, 1990. (Note 2)

(3) (a) Articles of Incorporation of Pruco Life Insurance Company,
as amended July 25, 1972. (Note 2)

(b) By-laws of Pruco Life Insurance Company, as amended
June 14, 1983. (Note 2)

(c) Resolution of the Board of Directors of Pruco Life
Insurance Company establishing the Pruco Life
Modified Guaranteed Annuity Account (Note 1).

(5) Opinion and Consent of Counsel as to the legality of the securities
being registered. (Note 1)

(10) The Prudential Discovery Preferred Contract. (Note 3)

(22) Subsidiary Organizational Chart. (Note 3)

(23) Written consent of Deloitte & Touche LLP, independent auditors.
(Note 1)

(24) (b) Written consent of Clifford E. Kirsch (incorporated by
reference to Exhibit (5) hereto)

(25) Powers of Attorney.

(a) E. Michael Caulfield, Robert Hill, Garnett L. Keith, Jr.,
Ira J. Kleinman, Esther H. Milnes, I. Edward Price
Stephen P. Tooley (Note 2)

(b) William F. Yelverton (Note 4)

(27) Financial Data Schedule. (Note 1)

(b) Financial Statement Schedules
-----------------------------

Pruco Life Insurance Company and Subsidiaries:

Schedule I--Summary of Investments--Other than Investments in
Affiliates. (Note 1)

Schedule VI--Schedule of Reinsurance. (Note 1)

(Note 1) Filed herewith.

(Note 2) Incorporated by reference to Form N-4, Registration No. 33-61125
filed July 19, 1995, on behalf of the Pruco Life Flexible Premium
Variable Annuity Account.

(Note 3) Incorporated by reference to Registrant's Form S-1, filed
July 19,1995.

(Note 4) Incorporated by reference to Pre-Effective Amendment No. 1,
Registration No. 33-61125 filed November __, 1995, on behalf
of the Pruco Life Flexible Premium Variable Annuity Account.

II-2

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has
duly caused this Pre-Effective Amendment No. 1 to the Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Newark, State of New Jersey, on the 15th day of November, 1995.

Pruco Life Insurance Company
(Registrant)

By: /s/ Esther H. Milnes
----------------
Esther H. Milnes
President

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and the
date indicated.

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

/s/* November 15, 1995
- -----------------------------------
Robert P. Hill
Chairman of the Board and Director

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

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

/s/ * *By: /s/ Thomas J. Loftus
- ----------------------------------- -------------------------------
E. Michael Caulfield Thomas J. Loftus
Director (Attorney-in-Fact)

/s/ *
- -----------------------------------
Garnett L. Keith, Jr.
Director

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

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

/s/*
- -----------------------------------
William F. Yelverton
Director

II-3

<PAGE>

EXHIBIT INDEX

(a)(3)(c) Resolution of the Board of Directors of Pruco Page II-5
Life Insurance Company establishing the Pruco Life
Modified Guaranteed Annuity Account

(a)(5) Opinion and consent of Clifford E. Kirsch, Esq. to its Page II-7
use as to legality of the securities being registered

(a)(23) Written consent of Deloitte & Touche LLP, independent Page II-9
auditors

(a)(27) Financial Data Schedule Page II-10

(b) Financial Statement Schedules:

Pruco Life Insurance Company and Subsidiaries Page II-11

Schedule I -- Summary of Investment-- Other than
Investments in Affiliates.

Schedule VI--Schedule of Reinsurance.

II-4

Exhibit (a)(3)(c)

PRUCO LIFE INSURANCE COMPANY

Action by Executive Committee of
Board of Directors by Unanimous Consent

Pursuant to Section 4.12 of Article IV of the By-Laws of Pruco Life
Insurance Company, an Arizona corporation, and pursuant to Section 10-044 of the
Arizona General Corporation Law, the undersigned, being, or acting for all of
the regular members of the Executive Committee of the Board of Directors of such
Company, hereby consent to and adopt the following resolution:

Establishment of Separate Account

RESOLVED, that the Company hereby establishes, pursuant to Section 20-651
of the Arizona Insurance Code, a "non-unitized" separate account to be designed
initially as the "Pruco Life Modified Guaranteed Annuity 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
modified guaranteed annuity contracts (hereinafter in these resolutions referred
to as "Contract") of the Company 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 the
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 investment laws applicable to the Company's general asset account; and

FURTHER RESOLVED, that the Company, shall sell the Contracts as securities
and that the proper officers of the Company shall 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 insurer, 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 Contracts under the Securities Act of 1933 (hereinafter in
these resolutions referred to as "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 Securities Act Registration as they may find necessary or
advisable from time to time; and

II-5

<PAGE>

FURTHER RESOLVED, that the signature of any director or officer required
by law to affix his signature to such 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
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 sale of the Contracts; 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.

25 September, 1990

/s/_____________________________
Robert P. Hill

/s/_____________________________
Joseph J. Melone

/s/_____________________________
Edward P. Baird

II-6

Exhibit (a)5

November 15, 1995

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

Gentlemen:

In my capacity as Chief Legal Officer and Assistant Secretary of Pruco Life
Insurance Company ("Pruco Life"), I have reviewed the establishment of the Pruco
Life Modified Guaranteed Annuity Account (the "Account") on September 25, 1990
by the Executive Committee of the Board of Directors of Pruco Life as a separate
account for assets applicable to certain modified guaranteed annuity contracts,
pursuant to the provisions of Section 20-651 of the Arizona Insurance Code. I
was responsible for the oversight of the preparation and review of the
Registration Statement on Form S-1, as amended, filed by Pruco Life with the
Securities and Exchange Commission (Registration No. 33 - 61143) under the
Securities Act of 1933 for the registration of certain modified guaranteed
annuity contracts issued with respect to the Account.

I am of the following opinion:

(1) Pruco Life was duly organized under the laws of Arizona
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
Arizona law.

(3) The modified guaranteed annuity contracts are legal and
binding obligations of Pruco Life in accordance with their
terms.

In arriving at the foregoing opinion, I have made such examination

II-7

<PAGE>

Page Two
November 15, 1995

of law and examined such records and other documents as I judged to be necessary
or appropriate.

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

Very truly yours,

Clifford E. Kirsch

II-8

Exhibit (a)(23)

INDEPENDENT AUDITORS' CONSENT

We consent to the use in this Registration Statement No. 33-61143 on Form S-1 of
Pruco Life Flexible Premium Variable Annuity Account of the Pruco Life Insurance
Company of our report dated March 6, 1995, except for Note 9 as to which the
date is November 15, 1995, relating to the financial statements of the Pruco
Life Insurance Company and subsidiaries, which is part of such Registration
Statement, and to the reference to us under the Heading "Experts" in such
Prospectus.

Deloitte & Touche LLP
Parsippany, New Jersey
November 15, 1995

II-9

<ARTICLE> 7
<LEGEND>
Exhibit (a)(27)
FINANCIAL DATA SCHEDULE
Article 7 of Regulation S-X
Pruco Life Insurance Company
</LEGEND>

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> DEC-31-1994
<DEBT-HELD-FOR-SALE> 0
<DEBT-CARRYING-VALUE> 2,647,315
<DEBT-MARKET-VALUE> 2,596,172
<EQUITIES> 3,326
<MORTGAGE> 71,919
<REAL-ESTATE> 7,189
<TOTAL-INVEST> 3,419,110
<CASH> 27,780
<RECOVER-REINSURE> 38
<DEFERRED-ACQUISITION> 0
<TOTAL-ASSETS> 7,090,802
<POLICY-LOSSES> 0
<UNEARNED-PREMIUMS> 0
<POLICY-OTHER> 15,184
<POLICY-HOLDER-FUNDS> 2,253
<NOTES-PAYABLE> 0
<COMMON> 2,500
0
0
<OTHER-SE> 673,587
<TOTAL-LIABILITY-AND-EQUITY> 7,090,802
611,820
<INVESTMENT-INCOME> 245,977
<INVESTMENT-GAINS> (21,215)
<OTHER-INCOME> 13,259
<BENEFITS> 559,658
<UNDERWRITING-AMORTIZATION> 0
<UNDERWRITING-OTHER> 149,478
<INCOME-PRETAX> 140,705
<INCOME-TAX> 87,750
<INCOME-CONTINUING> 52,955
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 52,955
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<RESERVE-OPEN> 0
<PROVISION-CURRENT> 0
<PROVISION-PRIOR> 0
<PAYMENTS-CURRENT> 0
<PAYMENTS-PRIOR> 0
<RESERVE-CLOSE> 0
<CUMULATIVE-DEFICIENCY> 0

</TABLE>

Pruco Life Insurance Company and Subsidiaries
Schedule I - Summary of Investments - Other than Investments in Affiliates
December 31, 1994

($000's)

Amount
at which
shown on
Market the Balance
Type of investment Cost Value Sheet
-------------------------- ------------- -------------- ----------------
<S> <C> <C> <C>
Fixed Maturities:

Bonds:

United States Government and government
agencies and authorities............... $ 600,992 $ 576,601 $ 600,992
Foreign governments......................... 86,027 85,791 86,027
Public Utilities............................ 174,687 174,972 174,687
All other corporate bonds................... 1,783,448 1,756,651 1,783,448
Redeemable preferred stock.................. 2,161 2,157 2,161
-------------- ------------- ----------------
Total fixed maturities................ 2,647,315 2,596,172 2,647,315
-------------- ------------- ----------------

Equity Securities:

Common Stock............................ 4,531 2,765 2,765
Nonredeemable preferred stock........... 903 561 561
-------------- -------------- ----------------
Total equity securities............. 5,434 3,326 3,326

Mortgage loans on real estate................. 71,919 XXXXXX 71,919
Real Estate................................... 7,189 XXXXXX 7,189
Policy Loans.................................. 493,862 XXXXXX 493,862
Other long-term investments................... 4,044 XXXXXX 4,044
Short-term investments........................ 191,455 XXXXXX 191,455
-------------- ----------------
Total investments........... $ 3,421,218 $ 3,419,110
============== ================
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Pruco Life Insurance Company and Subsidiaries
Schedule VI - Schedule of Reinsurance
For Year Ended December 31, 1994

($000's)
<TABLE>
<CAPTION>

Percentage
Ceded to Assumed of amount
Gross other from other Net assumed to
Amount companies companies amount net
------------- ------------ ------------ ------------- ------------

<S> <C> <C> <C> <C> <C>
Life insurance in force....... $ 48,003,675 $ 531,166 $ 0 $ 47,472,509 N/A
============= ============ ============ ============= ============

Life insurance premiums and .. $ 613,237 $ 1,476 $ 59 $ 611,820 .010%
annuity considerations ============= ============ ============ ============= ============

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</TABLE>