PRUCO LIFE VARIABLE UNIVERSAL ACCOUNT, 485BPOS, 1995-04-24

PRUCO LIFE VARIABLE UNIVERSAL ACCOUNT
485BPOS, 1995-04-24

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As filed with the SEC on ____________________. Registration No. 33-38271

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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

FORM S-6

Post-Effective Amendment No. 8

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

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

PRUCO LIFE
VARIABLE UNIVERSAL ACCOUNT

(Exact Name of Trust)

PRUCO LIFE INSURANCE COMPANY

(Name of Depositor)

213 Washington Street
Newark, New Jersey 07102-2992

(800) 323-2993
(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
(Name and address of agent for service)

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

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

Pruselect II Variable Life Insurance Contracts--The Registrant has registered an
indefinite amount of securities pursuant to Rule 24f-2 under the Investment
Company Act of 1940. The Rule 24f-2 notice for fiscal year 1994 was filed on
February 27, 1995.

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

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

[X] on May 1, 1995 pursuant to paragraph (b) of Rule 485
----------------
(date)

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

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

<PAGE>

CROSS REFERENCE SHEET
(as required by Form N-8B-2)

N-8B-2
Item Number Location
----------- --------

1. Cover Page

2. Cover Page

3. Not Applicable

4. Sale of the Contract and Sales Commissions

5. Pruco Life Variable Universal Account

6. Pruco Life Variable Universal Account

7. Not Applicable

8. Not Applicable

9. Litigation

10. Brief Description of the Contract; Short Term Cancellation
Right or "Free Look"; Transfers; Refund of Sales Charges;
Reduction of Charges; Cash Surrender Value; Death Benefit;
Partial Withdrawal of Cash Surrender Value; When Proceeds are
Paid; Contract Loans; Exchange Right Available in Some States;
Reduced Paid-Up Insurance Option Available in Some States;
Voting Rights; Substitution of Series Fund Shares; Increases in
Face Amount; Decreases in Face Amount; Lapse and Reinstatement;
The Fixed-Rate Option

11. Brief Description of the Contract; Pruco Life Variable
Universal Account

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

13. Brief Description of the Contract; The Prudential Series Fund,
Inc.; Premiums; Allocation of Premiums; Charges and Expenses;
Refund of Sales Charges; Reduction of Charges; Sale of the
Contract and Sales Commissions

14. Brief Description of the Contract; Detailed Information for
Prospective Contract Owners

15. Brief Description of the Contract; Premiums; Allocation of
Premiums; Transfers; The Fixed-Rate Option

16. Brief Description of the Contract; Detailed Information for
Prospective Contract Owners

17. Partial Withdrawal of Cash Surrender Value; When Proceeds are
Paid

18. Pruco Life Variable Universal Account; Cash Surrender Value

19. Reports to Contract Owners

20. Not Applicable

21. Contract Loans

22. Not Applicable

<PAGE>

N-8B-2
Item Number Location
----------- --------

23. Not Applicable

24. Other General Contract Provisions; The Prudential Series Fund,
Inc.

25. Pruco Life Insurance Company; The Prudential Series Fund, Inc.

26. Brief Description of the Contract; The Prudential Series Fund,
Inc.; Charges and Expenses

27. Pruco Life Insurance Company

28. Pruco Life Insurance Company; Directors and Officers

29. Pruco Life Insurance Company

30. Not Applicable

31. Not Applicable

32. Not Applicable

33. Not Applicable

34. Not Applicable

35. Pruco Life Insurance Company

36. Not Applicable

37. Not Applicable

38. Sale of the Contract and Sales Commissions

39. Sale of the Contract and Sales Commissions

40. Not Applicable

41. Sale of the Contract and Sales Commissions

42. Not Applicable

43. Not Applicable

44. Brief Description of the Contract; The Prudential Series Fund,
Inc; Cash Surrender Value; Death Benefit

45. Not Applicable

46. Brief Description of the Contract; Pruco Life Variable
Universal Account; The Prudential Series Fund, Inc.

47. Pruco Life Variable Universal Account

48. Not Applicable

49. Not Applicable

50. Not Applicable

51. Not Applicable

52. Substitution of Series Fund Shares

53. Tax Treatment of Contract Benefits

54. Not Applicable

55. Not Applicable

<PAGE>

N-8B-2
Item Number Location
----------- --------

56. Not Applicable

57. Not Applicable

58. Not Applicable

59. Financial Statements: Financial Statements of Pruco Life
Variable Universal Account; Consolidated Financial Statements
of Pruco Life Insurance Company and Subsidiaries

<PAGE>

PART I

INFORMATION REQUIRED IN PROSPECTUS

<PAGE>

PROSPECTUS

May 1, 1995

PRUCO LIFE INSURANCE COMPANY
VARIABLE UNIVERSAL ACCOUNT

PRUSELECT(SM) II

Variable Life

Insurance Contracts

This prospectus describes certain individual flexible premium variable universal
life insurance contracts issued by Pruco Life Insurance Company ("Pruco Life"),
a stock life insurance company that is a wholly-owned subsidiary of The
Prudential Insurance Company of America ("The Prudential"). Pruco Life calls
these contracts its Pruselect(SM) II Variable Life Insurance Contracts* (the
"Contract"). These Contracts provide individual universal life insurance
coverage with flexible premium payments and a variety of investment options. The
Contracts are available on a multiple life basis where the insureds share a
common employment or business relationship, and may be owned individually or by
a corporation, trust, association or similar entity. The Contract owner will
have all rights and privileges under the Contract. The Contracts may be used for
such purposes as funding non-qualified executive deferred compensation or salary
continuation plans, retiree medical benefits, or other purposes.

The Contracts provide a choice of death benefit plans. Under the first plan, the
death benefit generally remains fixed in the amount or amounts scheduled at the
outset of the Contract (the "face amount"). Under the second plan, the death
benefit varies daily with the investment performance of the chosen investment
options. Under either plan, the death benefit will never be less than the face
amount, regardless of investment experience, as long as the Contract remains in
force. The Contracts also have a cash surrender value which generally increases
with the payment of each premium, decreases to reflect charges made by Pruco
Life, and varies with the investment performance of the chosen investment
options. There is no guaranteed minimum cash surrender value.

The Contracts provide a variety of investment options. A portion of premiums may
be invested in one or more of the sixteen current investment subaccounts of the
Pruco Life Variable Universal Account (the "Account") or, under certain
Contracts, they can be allocated to a fixed-rate option. If one or more of the
subaccounts is chosen, the assets of each subaccount will be invested in a
corresponding portfolio of The Prudential Series Fund, Inc. (the "Series Fund").
The attached prospectus for the Series Fund and the Series Fund's statement of
additional information describe the investment objectives of and the risks of
investing in the sixteen portfolios of the Series Fund currently available under
the Contracts: the Money Market Portfolio, the Bond Portfolio, the Government
Securities Portfolio, three Zero Coupon Bond Portfolios with different
liquidation dates--1995 (not available for investment after November 14, 1995),
2000, and 2005, the Conservatively Managed Flexible Portfolio, the Aggressively
Managed Flexible Portfolio, the High Yield Bond Portfolio, the Stock Index
Portfolio, the High Dividend Stock Portfolio, the Common Stock Portfolio, the
Growth Stock Portfolio, the Small Capitalization Stock Portfolio, the Global
Equity Portfolio, and the Natural Resources Portfolio. Other subaccounts and
portfolios may be offered in the future. Interest is credited daily upon any
portion of the premium payment allocated to the fixed-rate option at a rate
periodically declared by Pruco Life in its sole discretion but never less than
an effective annual rate of 4%.

REPLACING EXISTING INSURANCE WITH A CONTRACT DESCRIBED IN THIS PROSPECTUS MAY
NOT BE TO YOUR ADVANTAGE. IF YOU CURRENTLY OWN A FLEXIBLE PREMIUM LIFE INSURANCE
CONTRACT, THE BENEFITS AND COSTS OF PURCHASING ADDITIONAL LIFE INSURANCE UNDER
THE EXISTING POLICY SHOULD BE COMPARED WITH THE BENEFITS AND COSTS OF PURCHASING
THE CONTRACT DESCRIBED IN THIS PROSPECTUS. IN MAKING THIS COMPARISON, YOU SHOULD
CONSULT WITH A QUALIFIED TAX ADVISOR.

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

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) 323-2993

*Pruselect is a service mark of The Prudential.
CVUL-2 Ed 5-95

<PAGE>

PROSPECTUS CONTENTS

Page

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

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

GENERAL INFORMATION ABOUT PRUCO LIFE
INSURANCE COMPANY, PRUCO LIFE VARIABLE UNIVERSAL ACCOUNT,
AND THE VARIABLE INVESTMENT OPTIONS AVAILABLE UNDER THE CONTRACT .... 3

Pruco Life Insurance Company ........................................ 3
Pruco Life Variable Universal Account ............................... 4
The Prudential Series Fund, Inc. .................................... 4

DETAILED INFORMATION FOR PROSPECTIVE CONTRACT OWNERS ..................... 5
Requirements for Issuance of a Contract ............................. 5
Short-Term Cancellation Right or "Free Look" ........................ 6
Premiums ............................................................ 6
Allocation of Premiums .............................................. 6
Transfers ........................................................... 6
Charges and Expenses ................................................ 7
Refunds of Sales Charges ............................................ 8
Reduction of Charges ................................................ 8
Cash Surrender Value ................................................ 9
Death Benefit ....................................................... 9
Partial Withdrawal of Cash Surrender Value .......................... 9
Increases in Face Amount ............................................ 9
Decreases in Face Amount ............................................ 10
Illustrations of Cash Surrender Values, Death
Benefits, and Accumulated Premiums ................................ 10

Contract Loans ...................................................... 11
When Proceeds Are Paid .............................................. 11
Tax Treatment of Contract Benefits .................................. 12
Withholding ......................................................... 13
Lapse and Reinstatement ............................................. 13
Legal Considerations Relating to Sex-Distinct
Premiums and Benefits ............................................. 13
Exchange Right Available in Some States ............................. 14
Reduced Paid-Up Insurance Option Available in Some States ........... 14
Other General Contract Provisions. .................................. 14
The Fixed-Rate Option ............................................... 14
Voting Rights ....................................................... 15
Substitution of Series Fund Shares .................................. 15
Reports to Contract Owners .......................................... 15
Sale of the Contract and Sales Commissions .......................... 16
State Regulation .................................................... 16
Experts ............................................................. 16
Litigation .......................................................... 16
Additional Information .............................................. 16
Financial Statements ................................................ 16

DIRECTORS AND OFFICERS ................................................... 17

FINANCIAL STATEMENTS OF PRUCO LIFE VARIABLE UNIVERSAL ACCOUNT ............ A1

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

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

<PAGE>

DEFINITIONS OF SPECIAL TERMS USED IN THIS PROSPECTUS

attained age--The insured's age on the Contract date plus the number of Contract
years since then.

cash surrender value--The amount payable to the Contract owner upon surrender of
his or her Contract. The cash surrender value is equal to the Contract fund plus
any refund of sales charges due and minus any Contract debt.

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

Contract date--The date the Contract is issued, as specified in the Contract.

Contract debt--The principal amount of all outstanding loans plus any interest
accrued thereon.

Contract fund--The total amount at any time credited to the Contract.

Contract owner--The individual or entity that purchases the Contract.

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

death benefit--The amount payable upon the death of the insured before the
deduction of any outstanding Contract debt.

face amount--The amount[s] of life insurance as shown in the Contract's schedule
of face amounts.

fixed-rate option--An investment option under which Pruco Life guarantees that
interest will be added to the amount deposited at a rate declared in advance.

issue age--The insured's age as of the Contract date.

loan value--The maximum amount that a Contract owner may borrow.

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

net amount at risk--The amount by which the death benefit exceeds the Contract
fund.

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

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

subaccount--An investment division of the Account, the assets of which are
invested in the 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 of the Series Fund are calculated, which
is generally at 4:15 p.m. New York City time on each day during which the New
York Stock Exchange is open.

1
<PAGE>

BRIEF DESCRIPTION OF THE CONTRACT

This prospectus describes individual flexible premium variable universal life
insurance contracts (the "Contract") that are offered by Pruco Life Insurance
Company ("Pruco Life"). The Contracts are available on a multiple life basis
where the insureds share a common employment or business relationship, and may
be owned individually or by a corporation, trust, association or similar entity.
The Contract owner will have all rights and privileges under the Contract. The
Contracts may be used for such purposes as funding non-qualified executive
deferred compensation or salary continuation plans, retiree medical benefits, or
other purposes.

The Contracts provide a choice of either fixed or variable death benefit plans.
Under the fixed death benefit plan, the death benefit generally remains fixed in
amount unless it is increased to ensure that the Contract continues to satisfy
the Internal Revenue Code's definition of life insurance, and only the cash
surrender value will vary with investment experience. Under the variable death
benefit plan, both the death benefit and cash surrender value will vary with
investment experience, but the death benefit of an in-force Contract will never
be less than the face amount regardless of investment experience. There is no
minimum cash surrender value under either death benefit plan.

The Contract provides flexibility with respect to the payment of premiums. A
minimum initial premium must be paid for the Contract to be issued. Thereafter,
the Contract owner may generally select the amount and timing of premium
payments.

Payment of any specific premium level is not required to ensure that the
Contract remains in force. Rather, the Contract will remain in force as long as
the Contract fund is sufficient to pay the monthly charges. Conversely, the
payment of any specified premium level does not guarantee that the Contract will
not lapse. See Lapse and Reinstatement, page 13.

There are circumstances, such as the payment of aggregate premiums in excess of
the sum of the annual "7-pay" premiums as defined by the Internal Revenue Code,
under which the Contract may become a Modified Endowment Contract under federal
tax law. If it does, loans and other pre-death distributions are includible in
gross income on an income-first basis. Under a Modified Endowment Contract, a
10% penalty tax may be imposed on distributions of income under certain
circumstances.

Prospective and current Contract owners are advised to consult a qualified tax
advisor before taking steps that may affect whether the Contract becomes a
Modified Endowment Contract. See Tax Treatment of Contract Benefits, page 12.

The Contract owner may choose to have the premiums (after deduction of a $2
administrative charge, any applicable taxes attributable to premiums, and a
sales load) invested in one or more of sixteen subaccounts of the Pruco Life
Variable Universal Account (the "Account"). Each subaccount is invested in a
corresponding portfolio of The Prudential Series Fund, Inc. (the "Series Fund"),
a series mutual fund to which The Prudential Insurance Company of America ("The
Prudential") acts as the investment advisor. Information about the Series Fund
portfolios can be found under The Prudential Series Fund, Inc. on page 4 and in
the attached prospectus for the Series Fund.

Because the assets that relate to the Contract may be invested in these various
investment options, the Contract offers an opportunity for the cash surrender
value to appreciate more rapidly than it would under comparable fixed-benefit
life insurance. But the owner must accept the risk that if investment
performance is unfavorable the cash surrender value may not appreciate as
rapidly and, indeed, may decrease in value. Certain Contract owners who prefer
to avoid this risk may elect to allocate all or part of the net premiums to a
fixed-rate option under which a stated interest rate is credited. Certain
restrictions apply to allocations made to the fixed-rate option. See The
Fixed-Rate Option, page 14.

Pruco Life deducts certain charges from each premium payment and from the
amounts held in the designated investment option[s]. All these charges, which
are largely designed to cover insurance costs and risks as well as sales and
administrative expenses, are fully described under Charges and Expenses, page 7.
In brief, and subject to that fuller description, the following diagram outlines
the charges which may be made:

2
<PAGE>

Premium Payment

o less charge for taxes
attributable to premiums
o less $2 processing fee

o less a front-end sales load of not more than 8%

Invested Premium Amount
o To be invested in one or a combination of:
o One or more of the sixteen available portfolios of
The Prudential Series Fund, Inc.
o The Fixed Rate Option

Daily Charges
o A daily charge equivalent to an annual rate of up to 0.9% is deducted
from the assets of each of the variable investment options for mortality
and expense risks. Currently, Pruco Life intends to charge only 0.6% on
these Contracts, but reserves the right to make the full charge.
o Management fees and expenses are deducted from the assets of the Series
Fund. See The Prudential Series Fund, Inc., page 4.

Monthly Charges

o An administrative charge of up to $4 plus up to $0.04 per $1,000 of face
amount of insurance is deducted from the Contract fund.
o A charge for anticipated mortality (the "cost of insurance charge") is
deducted, with the maximum charge based on 100% of the 1980 Commissioners
Standard Ordinary Mortality Tables ("1980 CSO Tables"), with appropriate
adjustments for substandard rating classes.

Possible Additional Charges

o An administrative processing charge of up to $15 will be made in
connection with each partial withdrawal of excess cash surrender value.
o An administrative processing charge of up to $15 will be made in
connection with each decrease in face amount.

Under certain circumstances, Contract owners may receive a refund of a portion
of the sales charge. See Refunds of Sales Charges, page 8.

For a limited time, a Contract may be returned in accordance with the terms of
the "free-look" provision. See Short-Term Cancellation Right or "Free Look",
page 6.

This summary provides only a brief overview of the more significant aspects of
the Contract. Further detail is provided in the subsequent sections of this
prospectus and in the Contract. That document, together with the application
attached to it, constitutes the entire agreement between the owner and Pruco
Life and should be retained.

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

GENERAL INFORMATION ABOUT PRUCO LIFE INSURANCE COMPANY, PRUCO LIFE
VARIABLE UNIVERSAL ACCOUNT, AND THE VARIABLE 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. It 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

3
<PAGE>

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 begin on page B1 and should be considered only as bearing upon Pruco
Life's ability to meet its obligations under the Contracts.

Pruco Life Variable Universal Account. The Pruco Life Variable Universal Account
(the "Account") was established on April 17, 1989 under Arizona law as a
separate investment account. The Account meets the definition of a "separate
account" under the federal securities laws. The Account holds assets that are
segregated from all of Pruco Life's other assets.

The obligations to Contract owners and beneficiaries arising under the Contracts
are general corporate obligations of Pruco Life. Pruco Life is also the legal
owner of the assets in the Account. 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 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 sixteen subaccounts within the
Account, each of which invests in a single corresponding portfolio of the Series
Fund. Additional subaccounts may be added in the future. The Account's financial
statements begin on page A1.

The Prudential Series Fund, Inc. The Prudential Series Fund, Inc. (the "Series
Fund") is registered under the 1940 Act as an open-end diversified management
investment company. Its shares are currently sold only to separate accounts of
The Prudential and certain other 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 Pruco Life 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
Corporation ("Jennison"), under which Jennison furnishes investment advisory
services in connection with the management of the Growth Stock Portfolio.
Further detail is 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.

4
<PAGE>

Annual Investment Management Fee as
Portfolio a Percentage of Average Daily Net Assets
- --------- ----------------------------------------
Stock Index Portfolio ................................. 0.35%
Money Market Portfolio ................................ 0.40%
Bond Portfolio ........................................ 0.40%
Government Securities Portfolio ....................... 0.40%
Zero Coupon Bond Portfolios ........................... 0.40%
High Dividend Stock Portfolio ......................... 0.40%
Small Capitalization Stock Portfolio .................. 0.40%
Common Stock Portfolio ................................ 0.45%
Natural Resources Portfolio ........................... 0.45%
Conservatively Managed Flexible Portfolio ............. 0.55%
High Yield Bond Portfolio ............................. 0.55%
Aggressively Managed Flexible Portfolio ............... 0.60%
Growth Stock Portfolio ................................ 0.60%
Global Equity Portfolio ............................... 0.75%

In addition to the investment management fee, each portfolio incurs certain
expenses, such as accounting and custodian fees. Pruco Life, on a non-guaranteed
basis, makes daily adjustments that will offset the effect on Contract owners of
some of these expenses incurred by certain portfolios. Pruco Life currently
makes such adjustments to ensure that the portfolio expenses indirectly borne by
a Contract owner investing in: (1) the Zero Coupon Bond Portfolios will not
exceed the investment management fee; (2) the Stock Index Portfolio will not
exceed the investment management fee plus 0.05% of the average daily net assets
of the portfolio; and (3) the High Yield Bond, High Dividend Stock, and Natural
Resources Portfolios will not exceed the investment management fee plus 0.1% of
the average daily net assets of the portfolio.

Without such adjustments the portfolio expenses indirectly borne by a Contract
owner, expressed as a percentage of the average daily net assets by portfolio,
would have been 0.60% for the Zero Coupon Bond Portfolios 1995 and 2005, 0.51%
for the Zero Coupon Bond Portfolio 2000, 0.42% for the Stock Index Portfolio,
0.52% for the High Dividend Stock Portfolio, and 0.61% for the Natural Resources
Portfolio during 1994. No such adjustment was necessary for the High Yield Bond
Portfolio during 1994. Pruco Life does not intend to discontinue these
adjustments in the future, although it retains the right to do so.

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.

DETAILED INFORMATION FOR PROSPECTIVE CONTRACT OWNERS

Requirements for Issuance of a Contract. Pruco Life offers the Contract on a
regular underwriting, a simplified underwriting, and a guaranteed issue basis.
Underwritten Contracts require individualized evidence of the insured's
insurability and rating class. Guaranteed issue Contracts do not require
evidence of insurability and rating class, but may only be issued in certain
circumstances on associated individuals, such as those employees of a company
who meet criteria established by Pruco Life. Pruco Life will set from time to
time minimum face amounts that it will offer. The minimum face amount offered
may depend on whether the Contract is issued on an underwritten or guaranteed
issue basis. The minimum face amounts currently offered are $50,000 for
Contracts issued on a guaranteed basis and $100,000 for Contracts issued on an
underwritten basis, although Pruco Life may in its discretion reduce the minimum
face amounts of the Contracts it will issue. A Contract owner may establish a
schedule of face amounts under which the face amount will change on designated
dates.

5
<PAGE>

The Contract may generally be issued on insureds between the ages of 20 and 75
for regular underwriting Contracts and between the ages of 20 and 64 for
simplified underwriting and guaranteed issue Contracts. In its discretion, Pruco
Life may issue the Contract on insureds of other ages.

Short-Term Cancellation Right or "Free Look". Generally, a Contract may be
returned for a refund within 10 days after it is received by the Contract owner.
Some states allow a longer period of time during which a Contract may be
returned for a refund. A refund can be requested by mailing or delivering the
Contract to the representative who sold it or to the Pruco Life Home Office
specified in the Contract. A Contract returned according to this provision shall
be deemed void from the beginning. The Contract owner will then receive a refund
of all premium payments made, plus or minus any change due to investment
experience in the value of the invested portion of the premiums, calculated as
if no charges had been made against the Account or the Series Fund. However, if
applicable law so requires, the Contract owner who exercises his or her
short-term cancellation right will receive a refund of all premium payments
made, with no adjustment for investment experience.

Premiums. Pruco Life will set a minimum initial premium for issuance of a
Contract. Within certain maximum and minimum limitations, premiums may generally
be paid in any desired frequency or amount. The minimum premium Pruco Life will
accept is $25 and Pruco Life reserves the right to limit premiums over the
target amount in any year to $10,000. There are circumstances, however, under
which the payment of premiums in amounts that are too large may cause the
Contract to be characterized, under the Internal Revenue Code, as a Modified
Endowment Contract, which could be significantly disadvantageous. See Tax
Treatment of Contract Benefits, page 12. Moreover, Pruco Life may refuse to
accept a premium that will increase the death benefit by more than the Contract
fund. See Death Benefit, page 9.

Allocation of Premiums. The following rules govern allocation of premiums by
Contract owners. Certain additional restrictions apply to allocations made to
the fixed-rate option. See The Fixed Rate Option, page 14. On the Contract date
(the date the Contract is issued, as specified in the Contract), any applicable
charge for taxes attributable to premiums, the $2 processing charge, and the
front-end sales charge are deducted from the initial premium, and the first
monthly deductions are made. See Charges and Expenses, page 7. Except as
provided below, the remainder of the initial premium will be allocated among the
subaccounts or to the fixed-rate option according to the allocation specified by
the Contract owner. In states which require a return of premium with no
adjustment for investment experience to a Contract owner who exercises his or
her short-term cancellation right, the initial premium remaining after deduction
of the charges described above will be allocated to the Money Market Subaccount
until the end of the "free-look" period. Thus, to the extent that the receipt of
the first premium precedes the Contract date, there will be a period during
which the Contract owner's initial premium will not be invested.

The charge for taxes attributable to premiums, the $2 per payment charge, and
the front-end sales load also apply to all subsequent premium payments (however,
the front-end sales load on premiums after the first year is generally reduced
to 5%, but Pruco Life reserves the contractual right to charge not more than
8%), the remainder of such subsequent premiums will be invested in accordance
with the investment allocation previously designated. The invested portion of
all subsequent premiums is invested in the selected investment option[s] as of
the end of the valuation period in which the premium is received at the Pruco
Life Home Office stated in the Contract. Provided the Contract is not in
default, the Contract owner may change the way in which premiums are allocated
among the selected investment option[s] by giving written notice or by
telephoning the Pruco Life Home Office, once a written telephone transfer
authorization form has been completed. There is no charge for reallocating
future premiums. The percentage of the invested premium that may be allocated to
a particular investment option must be at least 10% on the date the allocation
takes effect. All percentage allocations must be in whole numbers. For example,
33% can be selected but 33_% cannot. Of course, the total allocation to all
selected investment option[s] must equal 100%.

Transfers. If the Contract is not in default, the Contract owner may, up to four
times in each Contract year, transfer amounts from one subaccount to another
subaccount. All or a portion of the amount credited to a subaccount may be
transferred. The minimum transfer is the lesser of $250 or the amount the
Contract owner has invested in a particular subaccount.

Transfers among subaccounts will take effect as of the end of the valuation
period in which a proper transfer request is received at the Pruco Life Home
Office. The request may be in terms of dollars, such as a request to transfer
$10,000 from one subaccount to another, or may be in terms of a percentage
reallocation among subaccounts. In the latter case, as with premium
reallocations, the percentages must be in whole numbers. The Contract owner may
transfer amounts by proper written notice to a Pruco Life Home Office or by
telephone, provided the Contract owner is enrolled to use the Telephone Transfer
System. Pruco Life cannot guarantee that owners will be able to get through to
complete a telephone transfer during peak periods such as periods of drastic
economic or market change.

6
<PAGE>

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

Transfers to and from the fixed-rate option are subject to restrictions and, in
certain cases, may only be made with Pruco Life's consent. See The Fixed-Rate
Option, page 14. Unless otherwise restricted, a transfer will take effect on the
date that proper notice is received at a Pruco Life Home Office.

Charges and Expenses. The total amount invested at any time under the Contract
(the "Contract fund") consists of the amount relating to the Contract held in
the Account, any amount allocated to the fixed-rate option, and the principal
amount of any Contract loan plus the amount of interest credited upon the loan
to the Contract owner.

All charges made by Pruco Life, whether deducted from premiums or from the
Contract fund, are set forth below.

1. A charge is deducted from each premium payment for taxes attributable to
premiums. For these purposes, "taxes attributable to premiums" includes
any federal, state or local income, premium, excise, business or any
other type of tax measured by or based upon the amount of premiums
received by Pruco Life. Currently, two such charges are made. The first
is for state and local premium taxes imposed on premium payments. These
taxes vary by state, and in some states by locality, with the most common
level being 2% of premiums. The tax rates currently in effect in those
states that impose a tax range from 0.75% to 5%. The second charge is for
federal income taxes measured by premiums and is equal to 1.25% of
premiums. Pruco Life believes that this charge is a reasonable estimate
of an increase in its federal income taxes resulting from a 1990 change
in the Internal Revenue Code. It is intended to recover this increased
tax. During 1994 and 1993, Pruco Life received a total of approximately
$1,823,291 and $1,218,590, respectively, in charges for payment of taxes
attributable to premiums.

2. A charge of $2 is deducted from each premium payment to cover the cost of
collecting and processing premiums. Pruco Life does not expect to make a
profit on this charge. During 1994 and 1993, Pruco Life received a total
of approximately $13,564 and $9,241, respectively, in processing charges.

3. There is a charge to compensate Pruco Life for the cost of selling the
Contract. This cost includes sales commissions, advertising, and the
printing of prospectuses and sales literature. This charge is called the
"sales load" and consists of a deduction of a percentage of the premium
remaining after the charge for taxes attributable to premiums and the $2
premium processing charge have been deducted. This percentage is not more
than 8%. This is to ensure compliance with a requirement of the
Investment Company Act of 1940 that sales load may not exceed 9% of
premium. On a non-guaranteed basis, Pruco Life intends to charge a 7%
sales load on first year payments and only a 5% sales load on subsequent
payments. A portion of the sales load may be refunded if the Contract is
surrendered during the first 3 Contract years or if aggregate first year
premiums under all Contracts of this type purchased by an employer or by
employees affiliated with a common employer exceed an amount determined
by Pruco Life (currently $5 million). See Refunds of Sales Charges, page
8. During 1994 and 1993, Pruco Life received a total of approximately
$2,849,157 and $2,490,114, respectively, in sales load charges.

4. On each Monthly date, (i.e., the Contract date and the same day of each
succeeding month), the Contract fund is reduced by an administrative
charge of up to $4 plus up to $0.04 per $1,000 of face amount of
insurance (but currently on a non-guaranteed basis of not more than $8
per month). This charge is to compensate Pruco Life for administrative
expenses incurred, among other things, in issuing the Contract,
processing claims, paying cash surrender values and death benefits,
keeping records, and communicating with Contract owners. Pruco Life does
not expect to make a profit on this charge. During 1994 and 1993, Pruco
Life received a total of approximately $182,234 and $121,728,
respectively, in monthly administrative charges.

5. Pruco Life deducts a mortality charge (also referred to as a "cost of
insurance charge") from the Contract fund on each Monthly date to cover
anticipated mortality costs. When an insured dies, the amount of the
death benefit paid to the beneficiary is larger than the Contract fund.
The mortality charges are designed to enable Pruco Life to pay this
larger death benefit. The charge is determined by multiplying the
applicable "net amount at risk" (the amount by which the death benefit,
computed as if there were no Contract debt, exceeds the Contract fund) by
a mortality rate based upon the insured's sex, issue age and current
attained age, and the anticipated mortality for that class of persons.
The maximum rate that Pruco Life may charge for underwritten and
simplified issue Contracts which are not in a substandard risk class is
100% of the applicable rates of the non-smoker/smoker 1980 CSO Tables.
The maximum rate that Pruco Life may charge under Contracts issued on a
guaranteed issue basis which are not in a substandard risk class is 100%
of the

7
<PAGE>

applicable rates of the composite 1980 CSO Tables. Higher rates apply if
the insured is determined to be in a substandard risk class. Current cost
of insurance rates are typically lower than the maximum rates.

6. An extra risk charge may be deducted monthly for aviation, occupational
or temporary extra risks.

7. A charge is made to compensate Pruco Life for assuming mortality and
expense risks. This is done by deducting daily, from the assets of each
of the subaccounts, a percentage of those assets up to an effective
annual rate of 0.9%. Pruco Life currently intends to charge only 0.6% on
these Contracts, but reserves the right to make the full 0.9% charge. The
mortality risk assumed is that insureds may live for a shorter period of
time than Pruco Life estimated when it determined what mortality charges
to make. The expense risk assumed is that expenses will be greater than
Pruco Life estimated in fixing its administrative charges. Pruco Life
will realize a gain from this risk charge to the extent it is not needed
to provide benefits and pay expenses under the Contract. During 1994 and
1993, Pruco Life received a total of approximately $354,430 and $121,368,
respectively, in mortality and expense risk charges.

8. An administrative processing charge of up to $15 will be made in
connection with each partial withdrawal of cash surrender value or
decrease in face amount. See Partial Withdrawal of Cash Surrender Value,
page 9, and Decreases in Face Amount, page 10.

9. A charge may be made for federal, state or local taxes attributable to
the Contract (other than "taxes attributable to premiums" previously
deducted from the premium payment). Currently, there is no charge against
the Contract for these taxes. A material change in the applicable
federal, state or local tax laws that impose tax upon Pruco Life
attributable to the Contract may result in a charge against the Contract.

10. The Account purchases shares of the Series Fund at net asset value. The
net asset value of those shares reflects management fees and expenses
already deducted from the assets of the Series Fund. The fees and
expenses for the Series Fund are briefly described under The Prudential
Series Fund, Inc. on page 4 in connection with a general description of
the Series Fund. More detailed information is contained in the attached
prospectus for the Series Fund.

The maximum deductions and charges described above will not be increased by
Pruco Life with respect to any Contract in effect regardless of any changes in
longevity or increases in expenses. Where current charges are lower than maximum
charges, Pruco Life reserves the right to modify the current charges on a
uniform basis, although it has no present intention to do so.

The Contract owner may specify the investment option[s] from which the monthly
deductions are made. If the amount held in a designated investment option is
insufficient or if no selection is made by the owner, the monthly charges will
be deducted based on the portions of the Contract fund invested in each of the
selected investment option[s].

Refunds of Sales Charges. If the Contract is not in default, Pruco Life will,
upon full surrender of the Contract within the first 3 Contract years, return
any sales charges deducted from premiums paid within the 365 days prior to the
date Pruco Life receives the surrender request at its Home Office.

Furthermore, Pruco Life's sales expenses may be reduced if a number of Contracts
are purchased with aggregate first year premiums exceeding $5 million by an
employer or by employees affiliated with a common employer. On a non-guaranteed
basis, this may result in refunds of a portion of the sales load. Thus,
currently, at the end of the first Contract year, Pruco Life intends to refund a
portion of the sales load for such Contracts. It will do so by adding an amount
equal to 3% of the aggregate first year premiums between $5 million to $10
million and 6% of the premiums in excess of $10 million, plus such interest
thereon as Pruco Life in its discretion determines, to the Contract fund after
the end of the first Contract year. Any such refund will be generated only by
that portion of the aggregate first year premiums over $5 million that does not
exceed the "7-pay" premium amount as defined under section 7702A of the Internal
Revenue Code. Additional non-guaranteed refunds of sales load may be made based
on such factors as total aggregate premiums of a certain amount over a given
period of time and the persistency of the Contracts.

Reduction of Charges. In addition to the refund of sales charges noted above,
Pruco Life reserves the right to reduce the sales charges and/or other charges
on certain multiple life sales, where it is expected that the amount or nature
of such multiple sales will result in savings of sales, administrative or other
costs. Pruco Life determines both the eligibility for such reduced charges, as
well as the amount of such reductions, by considering the following factors: (1)
the number of individuals; (2) the total amount of premium payments expected to
be received from these Contracts; (3) the nature of the association between
these individuals, and the expected persistency of the individual Contracts; (4)
the purpose for which the individual Contracts are purchased and whether that
purpose makes it likely that costs will be reduced; and (5) any other
circumstances which Pruco Life believes to be relevant in determining whether
reduced costs will be expected. Some of the reductions in charges for these
sales may be contractually guaranteed; other reductions may be withdrawn or
modified by Pruco Life on a uniform basis.

<PAGE>

Pruco Life's reductions in charges for these Contracts will not be unfairly
discriminatory to the interests of any Contract owners.

Cash Surrender Value. The Contract has a cash surrender value which the owner
may obtain while the insured is living by surrendering the Contract.
Surrendering the Contract may have tax consequences. See Tax Treatment of
Contract Benefits, page 12. Unlike traditional fixed-benefit life insurance,
however, a Contract's cash surrender value is not known in advance because it
varies daily with the investment performance of the selected investment
option[s]. It also varies with the amount of invested premiums and the charges
deducted from the Account. The cash surrender value equals the Contract fund
plus any refund of sales charges due minus any Contract debt arising from any
outstanding loan. The owner may withdraw part of the cash surrender value under
certain conditions. See Partial Withdrawal of Cash Surrender Value, page 9 and
Tax Treatment of Contract Benefits, page 12.

There is no minimum cash surrender value. If the Contract fund is insufficient
to pay monthly charges, the Contract will lapse in 61 days unless a payment
sufficient to keep the Contract in force is received. See Lapse and
Reinstatement, page 13.

The tables on pages T1 through T8 illustrate what the cash surrender values
would be for representative Contracts, assuming certain uniform hypothetical
investment results in the selected Series Fund portfolio[s].

Death Benefit. The Contracts provide a choice of either fixed or variable death
benefit plans. Under the fixed death benefit plan, the death benefit on any date
is equal to the greater of: (1) the current Contract face amount; and (2) the
Contract fund before deduction of any monthly charges due on that date, plus a
return of any sales charges due upon surrender, multiplied by the "attained age
factor" (a list of applicable attained age factors is included in the Contract).
Under the variable death benefit plan, the death benefit on any date is equal to
the greater of: (1) the Contract face amount plus the Contract fund before
deduction of any monthly charges due on that date (but not less than the
Contract face amount); and (2) the Contract fund before deduction of any monthly
charges, plus a return of any sales charges due upon surrender, multiplied by
the attained age factor. Both death benefit plans assume that there is no
Contract debt and that the Contract is not in default. Death benefit proceeds
will be reduced to reflect any Contract debt. Under either plan, if the death
benefit is determined by applying the attained age factor, Pruco Life reserves
the right to refuse to accept further premium payments.

If the Contract is in default and the insured dies in the 61-day grace period,
the death benefit less any overdue charges is payable. If the insured dies after
the grace period, no death benefit is payable. See Lapse and Reinstatement, page
13.

With Pruco Life's consent, a Contract owner may be able to increase or decrease
the face amount of the Contract. See Increases in Face Amount, page 9 and
Decreases in Face Amount, page 10.

Partial Withdrawal of Cash Surrender Value. Contract owners may make withdrawals
from the Contract fund. Such withdrawals may have tax consequences. See Tax
Treatment of Contract Benefits, page 12. A Contract owner may make up to four
withdrawals per year, subject to certain requirements. The amount withdrawn must
be at least $2,000 for Contracts with a fixed death benefit and $500 for
Contracts with a variable death benefit, and there is an administrative
processing fee of up to $15. A Contract owner may not designate the investment
option[s] from which a withdrawal is to be taken. The amount withdrawn plus the
administrative processing fee of up to $15 will be taken proportionately from
the Contract fund based on the portion of the total Contract fund in a
particular investment option. An amount withdrawn may not be repaid except as a
premium subject to the applicable charges. All requests for withdrawals must be
made in writing. Upon request, Pruco Life will tell a Contract owner how much
may be withdrawn. Whenever a withdrawal is made, the face amount may be reduced
in order to prevent the net amount at risk from increasing.

No partial withdrawal will be permitted if it would result in a new current face
amount of less than $100,000 under an underwritten Contract or less than $50,000
under a guaranteed issue Contract. It is important to note, however, that if the
face amount is decreased at any time during the first 7 Contract years, there is
a danger that the Contract might be classified as a Modified Endowment Contract.
Before making any withdrawal which causes a decrease in face amount, a Contract
owner should consult with his or her tax advisor and Pruco Life representative.
See Tax Treatment of Contract Benefits, page 12. Contract owners who make a
partial withdrawal will be sent replacement Contract pages showing the new face
amount. A withdrawal may affect target premiums and monthly deductions.

Increases in Face Amount. A Contract owner may elect to increase the face
amount[s] of the Contract no earlier than the first Contract anniversary. The
following conditions must be met: (1) the owner must ask for the increase in
writing on an appropriate form; (2) the amount of the increase in face amount
must be at least $25,000; (3) if more than one face amount is shown in the
Contract, each must be increased by the same amount unless Pruco Life consents
otherwise; (4) the insured must supply evidence of insurability for the increase
that is satisfactory to Pruco Life; (5) if Pruco Life requests, the owner must
send in the Contract to be suitably endorsed; (6) the Contract must not be in
default on the date the increase takes effect; (7) if Pruco Life has, between
the Contract

<PAGE>

date and the date that any requested increase in face amount will take effect,
changed any of the bases on which benefits and charges are calculated under
newly issued Contracts, Pruco Life has the right to deny the increase; (8) the
owner must make any required payment at the time of the increase; and (9) Pruco
Life has the right to deny more than one increase in a Contract year.

Increases in a Contract's face amount may also affect whether the Contract is a
Modified Endowment Contract. See Tax Treatment of Contract Benefits, page 12.

Pruco Life will supply the Contract owner with pages which show the increased
face amount[s], the effective date of the increase, and the recomputed charges.
If the insured is not living on the effective date of the increase, the increase
will not take effect.

Decreases in Face Amount. Pruco Life may permit a Contract owner to decrease the
Contract's face amount[s] without withdrawing a portion of the Contract fund.
This can be done to reduce monthly premiums and charges. There is an
administrative processing charge of up to $15 for each decrease. Decreases in
face amount may be combined with cash withdrawals.

A Contract owner may elect to decrease the Contract's face amount[s] no earlier
than the first Contract anniversary. The following conditions must be met: (1)
the owner must ask for the decrease in writing on an appropriate form; (2) the
amount of the decrease in face amount must be at least $10,000; (3) if more than
one face amount is shown in the Contract, each must be decreased by the same
amount unless Pruco Life consents otherwise; and (4) if Pruco Life requests, the
owner must send in the Contract to be suitably endorsed. Pruco Life reserves the
right to refuse to reduce the Contract's face amount[s] to the extent that this
would cause the Contract to fail to qualify as "life insurance" for purposes of
section 7702 of the Internal Revenue Code.

Pruco Life will supply the Contract owner with pages which show the decreased
face amount[s], the effective date of the decrease, and the recomputed charges.
If the insured is not living on the effective date of the decrease, the decrease
will not take effect.

Contract owners should carefully consider the tax consequences before requesting
a decrease in face amount; if a decrease is effected, especially during the
first 7 Contract years, the Contract may become a Modified Endowment Contract.
See Tax Treatment of Contract Benefits, page 12.

Illustrations of Cash Surrender Values, Death Benefits, and Accumulated
Premiums. The following eight tables have been prepared to show how certain
values under a Contract change with investment performance of the Account over
an extended period of time. The tables assume that no portion of the Contract
fund is allocated to the fixed-rate option and that there is no Contract debt.
The tables illustrate how cash surrender values and death benefits of a Contract
issued on an insured of a given age would vary over time if the return on assets
in the selected Series Fund portfolios were a uniform, after-tax, annual rate of
0%, 6%, and 12%. The first four tables assume certain target premiums were paid
annually for all years, and the remaining tables assume payment of certain
higher annual premiums (the 7-pay premiums, i.e., the maximum annual premiums
that may be paid in the first 7 years without the Contract becoming a Modified
Endowment Contract under federal tax law) for 7 years. The death benefits and
cash surrender values would be different from those shown if the returns
averaged 0%, 6%,and 12% but fluctuated over and under those averages throughout
the years. The tables also show the values of the premiums accumulated at 4%
interest.

The tables reflect the fact that the net return on the assets held in the
subaccounts is lower than the gross after-tax return of the Series Fund's
portfolios. This is because these tables assume an investment management fee and
other estimated Series Fund expenses totalling 0.58%. The 0.58% figure is based
on an average of the current management fees and expenses of the available
sixteen portfolios, taking into account any applicable expense caps or expense
reimbursement arrangements. Actual fees and expenses of the portfolios
associated with a Contract may be more or less than 0.58%, will vary from year
to year, and will depend on how the Contract fund is allocated.

The tables also reflect the daily charge to the Account for assuming mortality
and expense risks, the monthly administrative charge, and the monthly mortality
charge. As their headings indicate, the following tables alternate between
tables reflecting Pruco Life's current charges and tables reflecting the
deduction of the maximum contractual charges. They reflect the refund of the
prior year's sales charges applicable to surrenders in the first 3 Contract
years, but no other refunds of sales charges such as that based on aggregate
first year premiums in excess of $5 million. All tables assume a charge of 3.25%
for taxes attributable to premiums and reflect the fact that no charges against
the Account are currently made for federal, state or local taxes attributable to
the Contract. The tables relate to regularly underwritten contracts on preferred
risk insureds.

Upon request, Pruco Life will furnish a comparable illustration based on a
proposed Contract's specific circumstances.

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

PRUSELECT II VARIABLE LIFE INSURANCE CONTRACT
FIXED DEATH BENEFIT PLAN--MALE PREFERRED ISSUE AGE 35
ASSUME PAYMENT OF $1,447.03 ANNUAL PREMIUMS FOR ALL YEARS
USING CURRENT CHARGES
<CAPTION>

Death Benefit (1) Cash Surrender Value (1)
---------------------------------------------- --------------------------------------------
Assuming Hypothetical Gross (and Net) Assuming Hypothetical Gross (and Net)
Premiums Annual Investment Return of Annual Investment Return of
End of Accumulated ---------------------------------------------- -------------------------------------------
Policy at 4% Interest 0% Gross 6% Gross 12% Gross 0% Gross 6% Gross 12% Gross
Year Per Year (-1.18% Net) (4.82% Net) (10.82% Net) (-1.18% Net) (4.82% Net) (10.82% Net)
---------- -------------- -------------- -------------- -------------- -------------- -------------- --------------
<S> <C> <C> <C> <C> <C> <C> <C>
1 $ 1,505 $100,000 $100,000 $ 100,000 $ 1,169 $ 1,240 $ 1,311
2 $ 3,070 $100,000 $100,000 $ 100,000 $ 2,223 $ 2,435 $ 2,655
3 $ 4,698 $100,000 $100,000 $ 100,000 $ 3,288 $ 3,712 $ 4,171
4 $ 6,391 $100,000 $100,000 $ 100,000 $ 4,266 $ 4,976 $ 5,777
5 $ 8,151 $100,000 $100,000 $ 100,000 $ 5,295 $ 6,369 $ 7,629
6 $ 9,982 $100,000 $100,000 $ 100,000 $ 6,306 $ 7,823 $ 9,676
7 $ 11,886 $100,000 $100,000 $ 100,000 $ 7,296 $ 9,340 $ 11,938
8 $ 13,867 $100,000 $100,000 $ 100,000 $ 8,265 $ 10,920 $ 14,437
9 $ 15,926 $100,000 $100,000 $ 100,000 $ 9,212 $ 12,568 $ 17,200
10 $ 18,068 $100,000 $100,000 $ 100,000 $10,136 $ 14,285 $ 20,255
15 $ 30,134 $100,000 $100,000 $ 106,126 $14,384 $ 24,014 $ 41,163
20 $ 44,813 $100,000 $100,000 $ 166,629 $17,928 $ 35,993 $ 75,331
25 $ 62,673 $100,000 $100,000 $ 254,882 $21,026 $ 51,840 $ 132,971
30 (Age 65) $ 84,403 $100,000 $120,591 $ 382,541 $22,654 $ 71,712 $ 227,488
35 $110,840 $100,000 $143,789 $ 570,939 $21,886 $ 95,999 $ 381,180
40 $143,005 $100,000 $170,442 $ 855,385 $17,310 $125,599 $ 630,336
45 $182,138 $100,000(2) $202,242 $1,293,051 $ 5,173(2) $161,280 $1,031,158
<FN>
(1) Assumes no Contract loan has been made.

(2) Based on a gross return of 0%, the Contract would go into default in policy
year 47, unless an additional premium payment was made.
</FN>
</TABLE>

THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF RETURN MAY BE MORE OR
LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS INCLUDING THE
INVESTMENT ALLOCATIONS MADE BY AN OWNER, PREVAILING INTEREST RATES, AND RATES OF
INFLATION. THE DEATH BENEFIT AND CASH SURRENDER VALUE FOR A CONTRACT WOULD BE
DIFFERENT FROM THOSE SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED 0%, 6%, AND
12% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THOSE AVERAGES
FOR INDIVIDUAL CONTRACT YEARS. NO REPRESENTATIONS CAN BE MADE BY PRUCO LIFE OR
THE SERIES FUND THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY
ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.
T1

PRUSELECT II VARIABLE LIFE INSURANCE CONTRACT
FIXED DEATH BENEFIT PLAN--MALE PREFERRED ISSUE AGE 35
ASSUME PAYMENT OF $1,447.03 ANNUAL PREMIUMS FOR ALL YEARS
USING MAXIMUM CONTRACTUAL CHARGES
<CAPTION>

Death Benefit (1) Cash Surrender Value (1)
---------------------------------------------- --------------------------------------------
Assuming Hypothetical Gross (and Net) Assuming Hypothetical Gross (and Net)
Premiums Annual Investment Return of Annual Investment Return of
End of Accumulated ---------------------------------------------- -------------------------------------------
Policy at 4% Interest 0% Gross 6% Gross 12% Gross 0% Gross 6% Gross 12% Gross
Year Per Year (-1.48% Net) (4.52% Net) (10.52% Net) (-1.48% Net) (4.52% Net) (10.52% Net)
---------- -------------- -------------- -------------- -------------- -------------- -------------- --------------
<S> <C> <C> <C> <C> <C> <C> <C>
1 $ 1,505 $100,000 $100,000 $100,000 $ 1,114 $ 1,183 $ 1,252
2 $ 3,070 $100,000 $100,000 $100,000 $ 2,095 $ 2,296 $ 2,505
3 $ 4,698 $100,000 $100,000 $100,000 $ 3,052 $ 3,449 $ 3,879
4 $ 6,391 $100,000 $100,000 $100,000 $ 3,871 $ 4,532 $ 5,277
5 $ 8,151 $100,000 $100,000 $100,000 $ 4,778 $ 5,769 $ 6,935
6 $ 9,982 $100,000 $100,000 $100,000 $ 5,657 $ 7,050 $ 8,755
7 $ 11,886 $100,000 $100,000 $100,000 $ 6,509 $ 8,375 $ 10,754
8 $ 13,867 $100,000 $100,000 $100,000 $ 7,333 $ 9,745 $ 12,951
9 $ 15,926 $100,000 $100,000 $100,000 $ 8,128 $11,162 $ 15,368
10 $ 18,068 $100,000 $100,000 $100,000 $ 8,892 $12,628 $ 18,026
15 $ 30,134 $100,000 $100,000 $100,000 $12,210 $20,705 $ 35,961
20 $ 44,813 $100,000 $100,000 $143,155 $14,451 $30,096 $ 64,718
25 $ 62,673 $100,000 $100,000 $209,134 $15,015 $40,801 $109,105
30 (Age 65) $ 84,403 $100,000 $100,000 $296,692 $12,862 $52,929 $176,436
35 $110,840 $100,000 $100,129 $414,081 $ 5,780 $66,850 $276,456
40 $143,005 $ 0(2) $111,577 $572,747 $ 0(2) $82,222 $422,059
45 $182,138 $ 0 $122,838 $788,996 $ 0 $97,958 $629,193

<FN>
(1) Assumes no Contract loan has been made.

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

</FN>
</TABLE>

PRUSELECT II VARIABLE LIFE INSURANCE CONTRACT
FIXED DEATH BENEFIT PLAN--MALE PREFERRED ISSUE AGE 55
ASSUME PAYMENT OF $3,670.28 ANNUAL PREMIUMS FOR ALL YEARS
USING CURRENT CHARGES
<CAPTION>

Death Benefit (1) Cash Surrender Value (1)
---------------------------------------------- --------------------------------------------
Assuming Hypothetical Gross (and Net) Assuming Hypothetical Gross (and Net)
Premiums Annual Investment Return of Annual Investment Return of
End of Accumulated ---------------------------------------------- -------------------------------------------
Policy at 4% Interest 0% Gross 6% Gross 12% Gross 0% Gross 6% Gross 12% Gross
Year Per Year (-1.18% Net) (4.82% Net) (10.82% Net) (-1.18% Net) (4.82% Net) (10.82% Net)
---------- -------------- -------------- -------------- -------------- -------------- -------------- --------------
<S> <C> <C> <C> <C> <C> <C> <C>
1 $ 3,817 $100,000 $100,000 $100,000 $ 2,941 $ 3,121 $ 3,301
2 $ 7,787 $100,000 $100,000 $100,000 $ 5,577 $ 6,112 $ 6,670
3 $ 11,915 $100,000 $100,000 $100,000 $ 8,230 $ 9,303 $ 10,465
4 $ 16,209 $100,000 $100,000 $100,000 $10,653 $ 12,452 $ 14,481
5 $ 20,675 $100,000 $100,000 $100,000 $13,199 $ 15,922 $ 19,121
6 $ 25,319 $100,000 $100,000 $100,000 $15,691 $ 19,545 $ 24,261
7 $ 30,149 $100,000 $100,000 $100,000 $18,128 $ 23,332 $ 29,967
8 $ 35,172 $100,000 $100,000 $100,000 $20,509 $ 27,292 $ 36,308
9 $ 40,395 $100,000 $100,000 $100,000 $22,832 $ 31,437 $ 43,368
10 (Age 65) $ 45,828 $100,000 $100,000 $100,000 $25,096 $ 35,781 $ 51,244
15 $ 76,432 $100,000 $100,000 $157,757 $35,331 $ 61,005 $105,324
20 $113,666 $100,000 $126,665 $261,630 $43,612 $ 93,339 $192,796
25 $158,966 $100,000(2) $167,676 $421,657 $48,848(2) $133,715 $336,255

<FN>
(1) Assumes no Contract loan has been made.

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

PRUSELECT II VARIABLE LIFE INSURANCE CONTRACT
FIXED DEATH BENEFIT PLAN--MALE PREFERRED ISSUE AGE 55
ASSUME PAYMENT OF $3,670.28 ANNUAL PREMIUMS FOR ALL YEARS
USING MAXIMUM CONTRACTUAL CHARGES
<CAPTION>

Death Benefit (1) Cash Surrender Value (1)
---------------------------------------------- --------------------------------------------
Assuming Hypothetical Gross (and Net) Assuming Hypothetical Gross (and Net)
Premiums Annual Investment Return of Annual Investment Return of
End of Accumulated ---------------------------------------------- -------------------------------------------
Policy at 4% Interest 0% Gross 6% Gross 12% Gross 0% Gross 6% Gross 12% Gross
Year Per Year (-1.48% Net) (4.52% Net) (10.52% Net) (-1.48% Net) (4.52% Net) (10.52% Net)
---------- -------------- -------------- -------------- -------------- -------------- -------------- --------------
<S> <C> <C> <C> <C> <C> <C> <C>
1 $ 3,817 $100,000 $100,000 $100,000 $ 2,614 $ 2,782 $ 2,950
2 $ 7,787 $100,000 $100,000 $100,000 $ 4,850 $ 5,333 $ 5,838
3 $ 11,915 $100,000 $100,000 $100,000 $ 6,991 $ 7,940 $ 8,972
4 $ 16,209 $100,000 $100,000 $100,000 $ 8,748 $10,317 $ 12,094
5 $ 20,675 $100,000 $100,000 $100,000 $10,682 $13,029 $ 15,801
6 $ 25,319 $100,000 $100,000 $100,000 $12,504 $15,792 $ 19,841
7 $ 30,149 $100,000 $100,000 $100,000 $14,207 $18,603 $ 24,254
8 $ 35,172 $100,000 $100,000 $100,000 $15,777 $21,456 $ 29,082
9 $ 40,395 $100,000 $100,000 $100,000 $17,202 $24,346 $ 34,377
10 (Age 65) $ 45,828 $100,000 $100,000 $100,000 $18,470 $27,273 $ 40,206
15 $ 76,432 $100,000 $100,000 $120,137 $22,072 $42,553 $ 80,208
20 $113,666 $100,000 $100,000 $190,742 $18,689 $59,312 $140,559
25 $158,966 $100,000(2) $100,343 $284,816 $ 755(2) $80,020 $227,130
<FN>

(1) Assumes no Contract loan has been made.

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

PRUSELECT II VARIABLE LIFE INSURANCE CONTRACT
FIXED DEATH BENEFIT PLAN--MALE PREFERRED ISSUE AGE 35
ASSUME PAYMENT OF $3,897 ANNUAL PREMIUMS FOR SEVEN YEARS
USING CURRENT CHARGES

Death Benefit (1) Cash Surrender Value (1)
---------------------------------------------- --------------------------------------------
Assuming Hypothetical Gross (and Net) Assuming Hypothetical Gross (and Net)
Premiums Annual Investment Return of Annual Investment Return of
End of Accumulated ---------------------------------------------- -------------------------------------------
Policy at 4% Interest 0% Gross 6% Gross 12% Gross 0% Gross 6% Gross 12% Gross
Year Per Year (-1.18% Net) (4.82% Net) (10.82% Net) (-1.18% Net) (4.82% Net) (10.82% Net)
---------- -------------- -------------- -------------- -------------- -------------- -------------- --------------
<S> <C> <C> <C> <C> <C> <C> <C>
1 $ 4,053 $100,000 $100,000 $ 100,000 $ 3,516 $ 3,719 $ 3,923
2 $ 8,268 $100,000 $100,000 $ 100,000 $ 6,728 $ 7,344 $ 7,986
3 $ 12,651 $100,000 $100,000 $ 100,000 $ 9,975 $ 11,223 $ 12,573
4 $ 17,210 $100,000 $100,000 $ 100,000 $12,994 $ 15,099 $ 17,467
5 $ 21,952 $100,000 $100,000 $ 100,000 $16,161 $ 19,360 $ 23,103
6 $ 26,883 $100,000 $100,000 $ 101,256 $19,289 $ 23,825 $ 29,350
7 $ 32,011 $100,000 $100,000 $ 120,981 $22,377 $ 28,505 $ 36,247
8 $ 33,291 $100,000 $100,000 $ 128,872 $21,879 $ 29,650 $ 39,904
9 $ 34,623 $100,000 $100,000 $ 137,320 $21,376 $ 30,844 $ 43,935
10 $ 36,008 $100,000 $100,000 $ 146,360 $20,867 $ 32,086 $ 48,379
15 $ 43,809 $100,000 $100,824 $ 202,038 $18,168 $ 39,106 $ 78,364
20 $ 53,300 $100,000 $105,370 $ 280,664 $15,076 $ 47,637 $ 126,885
25 $ 64,848 $100,000 $113,242 $ 400,860 $11,611 $ 59,078 $ 209,127
30 (Age 65) $ 78,898 $100,000 $123,002 $ 578,309 $ 6,416 $ 73,146 $ 343,906
35 $ 95,991 $ 0(2) $135,117 $ 843,186 $ 0(2) $ 90,209 $ 562,942
40 $116,788 $ 0 $150,493 $1,245,653 $ 0 $110,899 $ 917,926
45 $142,090 $ 0 $170,164 $1,867,000 $ 0 $135,699 $1,488,859

<FN>

(1) Assumes no Contract loan has been made.

(2) Based on a gross return of 0%, the Contract would go into default in policy
year 35, unless an additional premium payment was made.
</FN>
</TABLE>

PRUSELECT II VARIABLE LIFE INSURANCE CONTRACT
FIXED DEATH BENEFIT PLAN--MALE PREFERRED ISSUE AGE 35
ASSUME PAYMENT OF $3,897 ANNUAL PREMIUMS FOR SEVEN YEARS
USING MAXIMUM CONTRACTUAL CHARGES

Death Benefit (1) Cash Surrender Value (1)
---------------------------------------------- --------------------------------------------
Assuming Hypothetical Gross (and Net) Assuming Hypothetical Gross (and Net)
Premiums Annual Investment Return of Annual Investment Return of
End of Accumulated ---------------------------------------------- -------------------------------------------
Policy at 4% Interest 0% Gross 6% Gross 12% Gross 0% Gross 6% Gross 12% Gross
Year Per Year (-1.48% Net) (4.52% Net) (10.52% Net) (-1.48% Net) (4.52% Net) (10.52% Net)
---------- -------------- -------------- -------------- -------------- -------------- -------------- --------------
<S> <C> <C> <C> <C> <C> <C> <C>
1 $ 4,053 $100,000 $100,000 $ 100,000 $ 3,456 $ 3,656 $ 3,856
2 $ 8,268 $100,000 $100,000 $ 100,000 $ 6,561 $ 7,159 $ 7,782
3 $ 12,651 $100,000 $100,000 $ 100,000 $ 9,615 $10,817 $ 12,118
4 $ 17,210 $100,000 $100,000 $ 100,000 $12,317 $14,334 $ 16,606
5 $ 21,952 $100,000 $100,000 $ 100,000 $15,270 $18,322 $ 21,898
6 $ 26,883 $100,000 $100,000 $ 100,000 $18,172 $22,486 $ 27,748
7 $ 32,011 $100,000 $100,000 $ 114,103 $21,024 $26,835 $ 34,186
8 $ 33,291 $100,000 $100,000 $ 120,931 $20,402 $27,745 $ 37,445
9 $ 34,623 $100,000 $100,000 $ 128,199 $19,771 $28,683 $ 41,017
10 $ 36,008 $100,000 $100,000 $ 135,931 $19,128 $29,650 $ 44,932
15 $ 43,809 $100,000 $100,000 $ 182,655 $15,676 $34,918 $ 70,846
20 $ 53,300 $100,000 $100,000 $ 246,232 $11,496 $40,876 $111,319
25 $ 64,848 $100,000 $100,000 $ 332,626 $ 5,782 $47,335 $173,530
30 (Age 65) $ 78,898 $ 0(2) $100,000 $ 450,006 $ 0(2) $54,010 $267,608
35 $ 95,991 $ 0 $100,000 $ 609,602 $ 0 $60,343 $406,993
40 $116,788 $ 0 $100,000 $ 827,103 $ 0 $65,425 $609,495
45 $142,090 $ 0 $100,000(2) $1,124,952 $ 0 $67,142(2) $897,105

<FN>
(1) Assumes no Contract loan has been made.

(2) Based on a gross return of 0%, the Contract would go into default in policy
year 29, unless an additional premium payment was made. Based on a gross
return of 6%, the Contract would go into default in policy year 56 unless
an additional premium payment was made.

</FN>
</TABLE>

PRUSELECT II VARIABLE LIFE INSURANCE CONTRACT
FIXED DEATH BENEFIT PLAN--MALE PREFERRED ISSUE AGE 55
ASSUME PAYMENT OF $7,633 ANNUAL PREMIUMS FOR SEVEN YEARS
USING CURRENT CHARGES

Death Benefit (1) Cash Surrender Value (1)
---------------------------------------------- --------------------------------------------
Assuming Hypothetical Gross (and Net) Assuming Hypothetical Gross (and Net)
Premiums Annual Investment Return of Annual Investment Return of
End of Accumulated ---------------------------------------------- -------------------------------------------
Policy at 4% Interest 0% Gross 6% Gross 12% Gross 0% Gross 6% Gross 12% Gross
Year Per Year (-1.18% Net) (4.82% Net) (10.82% Net) (-1.18% Net) (4.82% Net) (10.82% Net)
---------- -------------- -------------- -------------- -------------- -------------- -------------- --------------
<S> <C> <C> <C> <C> <C> <C> <C>
1 $ 7,938 $100,000 $100,000 $100,000 $ 6,751 $ 7,146 $ 7,541
2 $ 16,194 $100,000 $100,000 $100,000 $12,908 $ 14,104 $ 15,348
3 $ 24,780 $100,000 $100,000 $100,000 $19,145 $ 21,565 $ 24,184
4 $ 33,710 $100,000 $100,000 $100,000 $24,948 $ 29,038 $ 33,642
5 $ 42,997 $100,000 $100,000 $100,000 $31,062 $ 37,290 $ 44,587
6 $ 52,655 $100,000 $100,000 $105,902 $37,124 $ 45,985 $ 56,778
7 $ 62,699 $100,000 $100,161 $127,515 $43,140 $ 55,159 $ 70,222
8 $ 65,207 $100,000 $101,563 $136,755 $42,113 $ 57,417 $ 77,312
9 $ 67,815 $100,000 $103,056 $146,775 $41,051 $ 59,773 $ 85,131
10 (Age 65) $ 70,528 $100,000 $104,647 $157,651 $39,949 $ 62,231 $ 93,751
15 $ 85,808 $100,000 $113,869 $227,254 $33,376 $ 76,023 $151,723
20 $104,399 $100,000 $125,846 $332,823 $23,978 $ 92,736 $245,258
25 $127,017 $100,000(2) $142,757 $500,267 $ 6,941(2) $113,843 $398,944

<FN>

(1) Assumes no Contract loan has been made.

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

PRUSELECT II VARIABLE LIFE INSURANCE CONTRACT
FIXED DEATH BENEFIT PLAN--MALE PREFERRED ISSUE AGE 55
ASSUME PAYMENT OF $7,633 ANNUAL PREMIUMS FOR SEVEN YEARS
USING MAXIMUM CONTRACTUAL CHARGES

Death Benefit (1) Cash Surrender Value (1)
---------------------------------------------- --------------------------------------------
Assuming Hypothetical Gross (and Net) Assuming Hypothetical Gross (and Net)
Premiums Annual Investment Return of Annual Investment Return of
End of Accumulated ---------------------------------------------- -------------------------------------------
Policy at 4% Interest 0% Gross 6% Gross 12% Gross 0% Gross 6% Gross 12% Gross
Year Per Year (-1.48% Net) (4.52% Net) (10.52% Net) (-1.48% Net) (4.52% Net) (10.52% Net)
---------- -------------- -------------- -------------- -------------- -------------- -------------- --------------
<S> <C> <C> <C> <C> <C> <C> <C>
1 $ 7,938 $100,000 $100,000 $100,000 $ 6,425 $ 6,806 $ 7,187
2 $ 16,194 $100,000 $100,000 $100,000 $12,147 $13,280 $ 14,462
3 $ 24,780 $100,000 $100,000 $100,000 $17,762 $20,036 $ 22,500
4 $ 33,710 $100,000 $100,000 $100,000 $22,684 $26,501 $ 30,808
5 $ 42,997 $100,000 $100,000 $100,000 $28,095 $33,881 $ 40,678
6 $ 52,655 $100,000 $100,000 $100,000 $33,410 $41,613 $ 51,653
7 $ 62,699 $100,000 $100,000 $115,673 $38,633 $49,730 $ 63,701
8 $ 65,207 $100,000 $100,000 $122,757 $36,966 $51,053 $ 69,399
9 $ 67,815 $100,000 $100,000 $130,293 $35,181 $52,369 $ 75,571
10 (Age 65) $ 70,528 $100,000 $100,000 $138,309 $33,260 $53,673 $ 82,249
15 $ 85,808 $100,000 $100,000 $186,739 $20,771 $59,862 $124,674
20 $104,399 $ 0(2) $100,000 $252,808 $ 0(2) $64,671 $186,295
25 $127,017 $ 0 $100,000(2) $343,334 $ 0 $65,774(2) $273,796
<FN>

(1) Assumes no Contract loan has been made.

(2) Based on a gross return of 0%, the Contract would go into default in policy
year 20, unless an additional premium payment was made. Based on a gross
return of 6%, the Contract would go into default in policy year 36 unless
an additional premium payment was made.

</FN>
</TABLE>

<PAGE>

Contract Loans. The Contract owner may borrow from Pruco Life up to the "loan
value" of the Contract, using the Contract as the only security for the loan.
The loan value of a Contract is equal to 90% of the portion of the Contract fund
invested in the subaccounts plus 100% of the remainder, if the Contract is not
in default. The minimum amount that may be borrowed at any one time is $500
unless the loan is used to pay premiums on a life insurance policy issued by
Pruco Life or its affiliates.

The Contract provides a choice of fixed or variable loan interest rates. Under
the fixed loan interest rate provision, interest charged on a loan accrues daily
at a fixed effective annual rate of 5.5%. Under the variable loan interest rate
provision, interest charged on any loan will accrue daily at an annual rate
Pruco Life determines at the start of each Contract year (instead of at the
fixed 5.5% rate). This interest rate will not exceed the greatest of: (1) the
"Published Monthly Average" for the calendar month ending 2 months before the
calendar month of the Contract anniversary; (2) 5%; or (3) any rate required by
law in the state of issue of the Contract. The "Published Monthly Average" means
Moody's Corporate Bond Yield Average-Monthly Average Corporates, as published by
Moody's Investors Service, Inc. or any successor to that service, or if that
average is no longer published, a substantially similar average established by
the insurance regulator where the Contract is issued. For example, the Published
Monthly Average in 1994 ranged from 7.25% to 8.94%.

Interest payments on any loan are due at the end of each Contract year. If
interest is not paid when due, it is added to the principal amount of the loan.
The term "Contract debt" means the amount of all outstanding loans plus any
interest accrued but not yet due. If at any time the Contract debt exceeds the
Contract fund, Pruco Life will notify the Contract owner of its intent to
terminate the Contract in 61 days, within which time the owner may repay all or
enough of the loan to keep the Contract in force.

When a loan is made, an amount equal to the loan proceeds will be transferred
out of the applicable subaccount[s] or the fixed-rate option. The reduction will
generally be made in the same proportions as the value in each subaccount or the
fixed-rate option bears to the total value of the Contract. While a fixed-rate
loan is outstanding, the amount that was so transferred will continue to be
treated as part of the Contract fund but it will be credited with the assumed
effective annual rate of return of 4% rather than with the actual rate of return
of the applicable investment option[s]. While a loan made pursuant to the
variable loan interest rate provision is outstanding, the amount that was so
transferred is credited with an effective annual rate of 4% or an effective
annual rate that is 1% less than the loan interest rate for the Contract year,
whichever is greater. If a loan remains outstanding at a time when Pruco Life
fixes a new rate, the new interest rate will apply.

Should the death benefit become payable while a loan is outstanding, or should
the Contract be surrendered, any Contract debt will be deducted from the
proceeds otherwise payable.

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

The tax treatment of Contract loans depends on whether the Contract is
classified as a Modified Endowment Contract for federal tax purposes. See Tax
Treatment of Contract Benefits, page 12.

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

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

<PAGE>

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

Treatment as Life Insurance. Under current law, the Contract will be treated as
"life insurance," as long as it satisfies certain definitional tests set forth
in section 7702 of the Internal Revenue Code (the "Code") and as long as the
underlying investments for the Contract satisfy diversification requirements
under section 817(h) of the Code. (For further detail on diversification
requirements, see DIVIDENDS, DISTRIBUTIONS, AND TAXES in the attached prospectus
for the Series Fund.)

Pruco Life believes that it has taken adequate steps to cause the Contract to be
treated as life insurance for tax purposes. This means that: (1) except as noted
below, the Contract owner should not be taxed on any part of the Contract fund,
including additions attributable to interest, dividends or appreciation; and (2)
the death benefit should be excludible from the gross income of the beneficiary
under section 101(a) of the Code.

However, section 7702 of the Code which defines life insurance for tax purposes
gives the Secretary of the Treasury authority to prescribe regulations to carry
out the purposes of the section. In this regard, proposed regulations governing
mortality charges were issued under section 7702 in 1991 but have not yet been
finalized. The mortality charges for substandard risks under the Contract do not
comply with the proposed regulations. Consequently, if such regulations are
finalized in their current form, the Contract insuring a substandard risk may
not qualify as life insurance for federal tax purposes or may be classified as a
Modified Endowment Contract.

Additional regulations under section 7702 may be promulgated in the future. It
is unclear whether such regulations will have any impact on the Contract.
Moreover, in connection with the issuance of temporary regulations under section
817(h), the Treasury Department announced that such regulations do not provide
guidance concerning the extent to which Contract owners may direct their
investments to particular divisions of a separate account. Such guidance will be
included in regulations or rulings under section 817(d) relating to the
definition of a variable contract.

Pruco Life intends to comply with final regulations issued under sections 7702
and 817, and therefore reserves the right to make such changes as it deems
necessary to assure such compliance. Any such changes will apply uniformly to
affected Contract owners and will be made only after advance written notice to
Contract owners.

Pre-Death Distributions. The taxation of pre-death distributions depends on
whether the Contract is classified as a Modified Endowment Contract. The
following discussion first deals with distributions under Contracts not so
classified, and then with Modified Endowment Contracts.

1. A surrender or lapse of the Contract may have a tax consequences. Upon
surrender, the owner will not be taxed on the cash surrender value except
for the amount, if any, that exceeds the gross premiums paid less the
untaxed portion of any prior withdrawals. The amount of any unpaid Contract
debt will, upon surrender, be added to the cash surrender value and
treated, for this purpose, as if it had been received. Any loss incurred
upon surrender may not be deductible. The tax consequences of a surrender
may differ if the proceeds are received under any income payment settlement
option.

Extra premiums for optional benefits and riders generally do not count in
computing total premiums paid, which in turn determines the extent to which
withdrawals or surrenders might be taxed.

A withdrawal generally is not taxable unless it exceeds total premiums paid
to the date of withdrawal, less the untaxed portion of any prior
withdrawals. However, under certain limited circumstances, in the first 15
Contract years all or a portion of a withdrawal may be taxable if the cash
surrender value plus any unpaid Contract debt exceeds the total premiums
paid less the untaxed portion of any prior withdrawals, even if total
withdrawals do not exceed total premiums paid to date.

Loans received under the Contract will ordinarily be treated as
indebtedness of the owner and will not be considered to be distributions
subject to tax.

2. Some of the above rules are changed if the Contract is classified as a
Modified Endowment Contract under section 7702A of the Code. This Contract
could be classified as a Modified Endowment Contract under at least two
circumstances: if aggregate premiums in excess of the sum of the annual
"7-pay" premiums as defined by the Code are paid; or if a decrease in the
face amount of insurance is made during the first 7 Contract years.
Moreover, increases in a Contract's face amount after the Contract date may
also affect whether the Contract is a Modified Endowment Contract. Contract
owners contemplating any of these steps should first consult a qualified
tax advisor and their Pruco Life representative.

If the Contract is classified as a Modified Endowment Contract, then
pre-death distributions, including loans, withdrawals and surrenders are
includible in income to the extent that the Contract's cash surrender value

<PAGE>

plus any unpaid contract debt exceeds the gross premiums paid for the
Contract increased by the amount of any loans previously includible in
income and reduced by any untaxed amounts previously received other than
the amount of any loans excludible from income. These rules may also apply
to pre-death distributions, including loans, made during the 2 year period
prior to the Contract becoming a Modified Endowment Contract.

In addition, pre-death distributions from such Contracts (including full
surrenders) will be subject to a penalty of 10 per cent of the amount
includible in income unless the amount is distributed on or after age
59 1/2, on account of the taxpayer's disability or as a life annuity. It is
presently unclear how the penalty tax provisions apply to Contracts owned
by non-natural persons such as corporations. For example, it is unclear
whether the age of the insured controls.

Under certain circumstances, the Code requires two or more Modified
Endowment Contracts issued during a calendar year period to be treated as a
single contract for purposes of applying the above rules.

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

Other Tax Considerations. Transfer of the Contract to a new owner, assignment of
the Contract, or change of insureds under the Contract may have tax consequences
depending on the circumstances. In the case of a transfer of the Contract for a
valuable consideration, the death benefit may be subject to federal income taxes
under section 101(a)(2) of the Code. 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.

In certain circumstances, deductions for interest paid or accrued on Contract
debt or on other loans that are incurred or continued to purchase or carry the
Contract may be denied under section 163 of the Code or under section 264 of the
Code. Contract owners should consult a tax advisor regarding the application of
these provisions to their circumstances.

Business-owned life insurance is subject to additional rules. Section 264(a)(1)
of the Code generally precludes business Contract owners from deducting premium
payments. Under section 264(a)(4) of the Code, a deduction is not allowed for
any interest paid or accrued on any Contract debt on an insurance policy to the
extent the indebtedness exceeds $50,000 per officer, employee or financially
interested person. The Code also imposes an indirect tax upon additions to the
Contract fund or the receipt of death benefits under business-owned life
insurance policies under certain circumstances by way of the corporate
alternative minimum tax.

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

Contracts owned by entities other than an employer may be subject to
restrictions under the Employee Retirement Income Security Act of 1974, as
amended ("ERISA"). These Contract owners should consult a qualified tax advisor
regarding any ERISA implications.

Lapse and Reinstatement. If the Contract fund on any Monthly date has decreased
to zero or less, or if a Contract's debt should exceed its Contract fund, the
Contract fund will go into default.

Should this happen, Pruco Life will send the Contract owner a notice of default
setting forth the payment necessary to keep the Contract in force. This payment
must be received at the Pruco Life Home Office within the 61 day grace period
after the notice of default is mailed or the Contract will lapse. A Contract
that lapses with an outstanding Contract loan may have tax consequences. See Tax
Treatment of Contract Benefits, page 12.

A Contract that has lapsed may be reinstated within 5 years after the date of
default unless the Contract has been surrendered for its cash surrender value.
To reinstate a lapsed Contract, Pruco Life requires renewed evidence of
insurability, and submission of certain payments due under the Contract.

A Contract that has lapsed has no value and provides no benefits. Such a
Contract may become a Modified Endowment Contract. See Tax Treatment of Contract
Benefits, page 12.

Legal Considerations Relating to Sex-Distinct Premiums and Benefits. The
Contracts employ mortality tables that distinguish between males and females.
Thus, benefits under Contracts issued on males and females of the same age will
differ. The Contract is not available in those states that have adopted
regulations prohibiting sex-distinct insurance rates. Moreover, the Contract may
not be assigned if to do so would violate regulations or laws relating to
sex-distinct insurance rates.

13
<PAGE>

Exchange Right Available in Some States. In some states the owner may have the
right within the first 2 Contract years after a Contract is issued, so long as
the Contract is not in default, to exchange the Contract for a Life Paid Up at
Age 85 plan on the insured's life issued by The Prudential Insurance Company of
America. This is a general account policy with guaranteed minimum values. No
evidence of insurability will be required to make an exchange. The new policy
will have the same issue date and risk classification for the insured as the
original Contract. The exchange may be subject to an equitable adjustment in
premiums and values, and a payment may be required. Before effecting such an
exchange, an owner may wish to obtain tax advice.

Reduced Paid-Up Insurance Option Available in Some States. In some states,
Contract owners will have the right to take the cash surrender value and use it
to acquire fixed reduced paid-up insurance, which provides insurance coverage
for the lifetime of the insured. The insurance amount depends on the cash
surrender value and the age, sex, and rating class of the insured. Fixed reduced
paid-up insurance has a cash surrender value and a loan value. Acquisition of
reduced paid-up insurance within the first 7 Contract years may result in the
Contract becoming a Modified Endowment Contract. See Tax Treatment of Contract
Benefits, page 12.

Other General Contract Provisions.

Beneficiary. The beneficiary is designated and named in the application by the
Contract owner. Thereafter, the owner may change the beneficiary, provided it is
in accordance with the terms of the Contract.

Incontestability. After the Contract has been in force during the insured's
lifetime for 2 years from the Contract date or, with respect to any change in
the Contract that requires Pruco Life's approval and could increase its
liability, after the change has been in effect during the insured's lifetime for
2 years from the effective date of the change, Pruco Life will not contest its
liability under the Contract in accordance with its terms.

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

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

If the insured, whether sane or insane, dies by suicide within 2 years from the
effective date of an increase in the face amount of insurance that was requested
after issue and required Company approval, Pruco Life will pay, with respect to
the amount of the increase, no more than the sum of the monthly charges
attributable to the increase.

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

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

The Fixed-Rate Option. Because of exemptive and exclusionary provisions,
interests in the fixed-rate option under the Contract have not been registered
under the Securities Act of 1933 and the general account has not been registered
as an investment company under the Investment Company Act of 1940. Accordingly,
interests in the fixed-rate option are not subject to the provisions of these
Acts, and Pruco Life has not been advised that the staff of the Securities and
Exchange Commission has not reviewed the disclosure in this prospectus relating
to the fixed-rate option. Disclosure regarding the fixed-rate option may,
however, be subject to certain generally applicable provisions of federal
securities laws relating to the accuracy and completeness of statements made in
prospectuses.

Upon issue, Pruco Life will determine the maximum percentage of the Contract
fund that may be allocated, either initially or by transfer, to the fixed-rate
option (for certain Contract owners this percentage may be zero). Amounts
allocated or transferred to the fixed-rate option become part of Pruco Life's
general assets. Sometimes this is referred to as Pruco Life's general account,
which consists of all assets owned by Pruco Life other than those in the Account
and in other separate accounts that have been or may be established by Pruco
Life. Subject to applicable law, Pruco Life has sole discretion over the
investment of the assets of the general account, and Contract owners do not
share in the investment experience of those assets. Instead, Pruco Life
guarantees that the part of the Contract fund allocated to the fixed-rate option
will accrue interest daily at an effective annual rate that Pruco Life declares
periodically, but not less than an effective annual rate of 4%. Currently,
declared interest rates remain in effect from the date money is allocated to the
fixed-rate option until the same Monthly date in the following year. Thereafter,
a new crediting rate will be declared each year, and will remain in effect for
the

<PAGE>

calendar year. Pruco Life reserves the right to change this practice. Pruco Life
is not obligated to credit interest at a higher rate than 4%, although in its
sole discretion it may do so. Different crediting rates may be declared for
different portions of the Contract fund allocated to the fixed-rate option.
Different crediting rates may also be declared for different Contracts. The
crediting rate will most likely be lower in cases where the investment
allocation decisions are made by corporations and higher in cases where the
investment allocation decisions are made by individuals.

Transfers to and from the fixed-rate option require Pruco Life's consent. The
payment of any cash surrender value attributable to the fixed-rate option may be
delayed up to 6 months (see When Proceeds are Paid, page 11).

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

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

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

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

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

Reports to Contract Owners. Once each Contract year (except where the Contract
is in force as fixed reduced paid-up insurance), Contract owners will be sent
statements that provide certain information pertinent to their own Contract.
These statements detail values and transactions made and specific Contract data
that apply only to each particular Contract. On request, a Contract owner will
be sent a current statement in a form similar to that of the annual statement
described above, but Pruco Life may limit the number of such requests or impose
a reasonable charge if such requests are made too frequently.

<PAGE>

Each Contract owner will be sent an annual report for the Account. Contract
owners will also be sent annual and semi-annual reports of the Series Fund
showing the financial condition of the portfolios and the investments held in
each.

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 07080-2398. 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 12% of premiums
received in the first year up to certain limits. Additional first year premiums
and premiums in later years may generate up to 4% commission. Moreover, trail
commissions of up to 0.2% of the Contract fund may be paid on Contract
anniversaries. The representative may be required to return all or part of the
first year commission if the Contract is not continued through the second year.
Representatives who meet certain productivity, profitability, and persistency
standards with regard to the sale of the Contract may be eligible for additional
compensation.

Sales expenses in any year are not equal to the deduction for sales load in that
year. Pruco Life 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 which may include the amounts derived from the
mortality and expense risk charge described in item 7 under Charges and
Expenses, page 7.

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.

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 financial statements included in this prospectus have been audited
by Deloitte & Touche LLP, independent auditors, as stated in their reports
appearing herein, and are included in reliance upon the reports of such firm
given upon their authority as experts in accounting and auditing. Deloitte &
Touche LLP's principal business address is Two Hilton Court, Parsippany, New
Jersey, 07054-0319. Actuarial matters included in this prospectus have been
examined by John D. Coffin, FCAS, MAAA, whose opinion is filed as an exhibit to
the registration statement.

Litigation. No litigation is pending that would have a material effect upon the
Account or the Series Fund.

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 the information set forth in
the registration statement. Certain portions have been omitted pursuant to the
rules and regulations of the SEC. The omitted information may, however, be
obtained from the SEC's principal office in Washington, D.C., upon payment of a
prescribed fee.

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

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

16
<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.

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

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

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

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.

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

DONALD G. SOUTHWELL, Director. -- President, Prudential Insurance and Financial
Services since 1993; Prior to 1993: Senior Vice President of The Prudential.

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.

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

JOHN P. GUALTIERI, Senior Vice President and Assistant Secretary. -- Vice
President and Insurance Counsel of The Prudential since 1993. Prior to 1993:
Senior Vice President and General Counsel of Pruco Life.

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

DOROTHY K. LIGHT, Secretary. -- Vice President and Secretary of The Prudential.

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

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

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

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.

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.

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

* Subsidiary of The Prudential

<PAGE>
FINANCIAL STATEMENTS OF
PRUCO LIFE VARIABLE UNIVERSAL ACCOUNT

STATEMENTS OF NET ASSETS

December 31, 1994

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

AGGRESSIVELY
MONEY COMMON MANAGED
TOTAL MARKET BOND STOCK FLEXIBLE
-------------- -------------- -------------- -------------- --------------
<S> <C> <C> <C> <C> <C>
ASSETS
Investment in shares of The Prudential Series
Fund, Inc.
Portfolios at net asset value [Note 2]........ $ 118,154,471 $ 12,738,269 $ 18,852,708 $ 14,566,021 $ 12,730,093
Receivable from Related Separate Account........ 686,090 0 26,672 318,214 0
-------------- -------------- -------------- -------------- --------------
Total Assets.................................. $ 118,840,561 $ 12,738,269 $ 18,879,380 $ 14,884,235 $ 12,730,093
-------------- -------------- -------------- -------------- --------------
-------------- -------------- -------------- -------------- --------------
NET ASSETS, representing:
Equity of Contract owners....................... $ 118,345,476 $ 12,339,668 $ 18,879,380 $ 14,884,235 $ 12,707,297
Equity of Pruco Life Insurance Company.......... 495,085 398,601 0 0 22,796
-------------- -------------- -------------- -------------- --------------
$ 118,840,561 $ 12,738,269 $ 18,879,380 $ 14,884,235 $ 12,730,093
-------------- -------------- -------------- -------------- --------------
-------------- -------------- -------------- -------------- --------------
</TABLE>

STATEMENTS OF OPERATIONS

For the year ended December 31, 1994

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

AGGRESSIVELY
MONEY COMMON MANAGED
TOTAL MARKET BOND STOCK FLEXIBLE
-------------- -------------- -------------- -------------- --------------
<S> <C> <C> <C> <C> <C>
INVESTMENT INCOME
Dividend distributions received................. $ 3,522,793 $ 131,282 $ 1,042,130 $ 297,914 $ 384,163

EXPENSES
Charges to Contract owners for assuming
mortality risk and expense risk [Note 3A]..... 547,923 18,415 83,578 77,175 106,759
Reimbursement for excess expenses [Note 3C]..... (1,214) 0 0 0 0
-------------- -------------- -------------- -------------- --------------
NET EXPENSES...................................... 546,709 18,415 83,578 77,175 106,759
-------------- -------------- -------------- -------------- --------------
NET INVESTMENT INCOME............................. 2,976,084 112,867 958,552 220,739 277,404
-------------- -------------- -------------- -------------- --------------
NET REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS
Capital gains distributions received............ 1,785,621 0 27,552 546,810 398,988
Realized gain (loss) on shares redeemed
[average cost basis].......................... (792,206) 0 (45,805) 146,569 (975,042)
Net unrealized loss on investments.............. (5,480,393) 0 (1,407,374) (636,156) (548,106)
-------------- -------------- -------------- -------------- --------------
NET GAIN (LOSS) ON INVESTMENTS.................... (4,486,978) 0 (1,425,627) 57,223 (1,124,160)
-------------- -------------- -------------- -------------- --------------
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS....................... $ (1,510,894) $ 112,867 $ (467,075) $ 277,962 $ (846,756)
-------------- -------------- -------------- -------------- --------------
-------------- -------------- -------------- -------------- --------------
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A10 AND A11.
A1

<PAGE>

STATEMENTS OF NET ASSETS (CONTINUED)
December 31, 1994
<TABLE>
<CAPTION>

SUBACCOUNTS (CONTINUED)
------------------------------------------------------------------------------
ZERO ZERO
CONSERVATIVELY COUPON COUPON HIGH
MANAGED BOND BOND YIELD STOCK
FLEXIBLE 1995 2000 BOND INDEX
-------------- -------------- -------------- -------------- --------------
<S> <C> <C> <C> <C> <C>
ASSETS
Investment in shares of The Prudential Series
Fund, Inc.
Portfolios at net asset value [Note 2]........ $ 23,743,895 $ 2,960,450 $ 101,444 $ 416,706 $ 16,348,028
Receivable from Related Separate Account........ 337,089 0 0 0 4,115
-------------- -------------- -------------- -------------- --------------
Total Assets.................................. $ 24,080,984 $ 2,960,450 $ 101,444 $ 416,706 $ 16,352,143
-------------- -------------- -------------- -------------- --------------
-------------- -------------- -------------- -------------- --------------
NET ASSETS, representing:
Equity of Contract owners....................... $ 24,080,984 $ 2,956,358 $ 96,267 $ 409,402 $ 16,352,143
Equity of Pruco Life Insurance Company.......... 0 4,092 5,177 7,304 0
-------------- -------------- -------------- -------------- --------------
$ 24,080,984 $ 2,960,450 $ 101,444 $ 416,706 $ 16,352,143
-------------- -------------- -------------- -------------- --------------
-------------- -------------- -------------- -------------- --------------

HIGH
DIVIDEND NATURAL GLOBAL
STOCK RESOURCES EQUITY
-------------- -------------- --------------
<S> <C> <C> <C>
ASSETS
Investment in shares of The Prudential Series
Fund, Inc.
Portfolios at net asset value [Note 2]........ $ 10,562,140 $ 912,389 $ 2,827,398
Receivable from Related Separate Account........ 0 0 0
-------------- -------------- --------------
Total Assets.................................. $ 10,562,140 $ 912,389 $ 2,827,398
-------------- -------------- --------------
-------------- -------------- --------------
NET ASSETS, representing:
Equity of Contract owners....................... $ 10,546,969 $ 906,005 $ 2,807,956
Equity of Pruco Life Insurance Company.......... 15,171 6,384 19,442
-------------- -------------- --------------
$ 10,562,140 $ 912,389 $ 2,827,398
-------------- -------------- --------------
-------------- -------------- --------------
</TABLE>

STATEMENTS OF OPERATIONS (CONTINUED)
For the year ended December 31, 1994
<TABLE>
<CAPTION>
SUBACCOUNTS (CONTINUED)
------------------------------------------------------------------------------
ZERO ZERO
CONSERVATIVELY COUPON COUPON HIGH
MANAGED BOND BOND YIELD STOCK
FLEXIBLE 1995 2000 BOND INDEX
-------------- -------------- -------------- -------------- --------------
<S> <C> <C> <C> <C> <C>
INVESTMENT INCOME
Dividend distributions received................. $ 777,374 $ 99,668 $ 5,708 $ 29,237 $ 344,870

EXPENSES
Charges to Contract owners for assuming
mortality risk and expense risk [Note 3A]..... 130,737 2,677 519 1,465 75,477
Reimbursement for excess expenses [Note 3C]..... 0 (938) (85) (4) (146)
-------------- -------------- -------------- -------------- --------------
NET EXPENSES...................................... 130,737 1,739 434 1,461 75,331
-------------- -------------- -------------- -------------- --------------
NET INVESTMENT INCOME............................. 646,637 97,929 5,274 27,776 269,539
-------------- -------------- -------------- -------------- --------------
NET REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS
Capital gains distributions received............ 241,697 399 169 0 18,420
Realized gain (loss) on shares redeemed
[average cost basis].......................... (3,152) (761) (3,957) 159 27,972
Net unrealized loss on investments.............. (1,182,101) (93,305) (10,721) (37,669) (190,892)
-------------- -------------- -------------- -------------- --------------
NET GAIN (LOSS) ON INVESTMENTS.................... (943,556) (93,667) (14,509) (37,510) (144,500)
-------------- -------------- -------------- -------------- --------------
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS....................... $ (296,919) $ 4,262 $ (9,235) $ (9,734) $ 125,039
-------------- -------------- -------------- -------------- --------------
-------------- -------------- -------------- -------------- --------------

HIGH
DIVIDEND NATURAL GLOBAL
STOCK RESOURCES EQUITY*
-------------- -------------- --------------
<S> <C> <C> <C>
INVESTMENT INCOME
Dividend distributions received................. $ 307,873 $ 7,693 $ 5,021
EXPENSES
Charges to Contract owners for assuming
mortality risk and expense risk [Note 3A]..... 35,779 4,590 2,533
Reimbursement for excess expenses [Note 3C]..... 0 0 0
-------------- -------------- --------------
NET EXPENSES...................................... 35,779 4,590 2,533
-------------- -------------- --------------
NET INVESTMENT INCOME............................. 272,094 3,103 2,488
-------------- -------------- --------------
NET REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS
Capital gains distributions received............ 535,607 15,956 17
Realized gain (loss) on shares redeemed
[average cost basis].......................... 58,664 3,779 0
Net unrealized loss on investments.............. (959,390) (77,634) (171,640)
-------------- -------------- --------------
NET GAIN (LOSS) ON INVESTMENTS.................... (365,119) (57,899) (171,623)
-------------- -------------- --------------
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS....................... $ (93,025) $ (54,796) $ (169,135)
-------------- -------------- --------------
-------------- -------------- --------------
*Commenced
Business
on 5/1/94
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A10 AND A11.
A2

<PAGE>

STATEMENTS OF NET ASSETS (CONTINUED)

December 31, 1994

<TABLE>
<CAPTION>
SUBACCOUNTS
------------------------------
ZERO
COUPON
GOVERNMENT BOND
SECURITIES 2005
-------------- --------------
<S> <C> <C>
ASSETS
Investment in shares of The Prudential Series
Fund, Inc.
Portfolios at net asset value [Note 2]........ $ 1,356,987 $ 37,943
Receivable from Related Separate Account........ 0 0
-------------- --------------
Total Assets.................................. $ 1,356,987 $ 37,943
-------------- --------------
-------------- --------------
NET ASSETS, representing:
Equity of Contract owners....................... $ 1,348,882 $ 29,930
Equity of Pruco Life Insurance Company.......... 8,105 8,013
-------------- --------------
$ 1,356,987 $ 37,943
-------------- --------------
-------------- --------------
</TABLE>

STATEMENTS OF OPERATIONS (CONTINUED)

For the year ended December 31, 1994

<TABLE>
<CAPTION>
SUBACCOUNTS
------------------------------
ZERO
COUPON
GOVERNMENT BOND
SECURITIES 2005
-------------- --------------
<S> <C> <C>
INVESTMENT INCOME
Dividend distributions received................. $ 88,041 $ 1,819

EXPENSES
Charges to Contract owners for assuming
mortality risk and expense risk [Note 3A]..... 8,102 117
Reimbursement for excess expenses [Note 3C]..... 0 (41)
-------------- --------------
NET EXPENSES...................................... 8,102 76
-------------- --------------
NET INVESTMENT INCOME............................. 79,939 1,743
-------------- --------------
NET REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS
Capital gains distributions received............ 0 6
Realized gain (loss) on shares redeemed
[average cost basis].......................... (445) (187)
Net unrealized loss on investments.............. (161,326) (4,079)
-------------- --------------
NET GAIN (LOSS) ON INVESTMENTS.................... (161,771) (4,260)
-------------- --------------
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS....................... $ (81,832) $ (2,517)
-------------- --------------
-------------- --------------
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A10 AND A11.
A3

<PAGE>

(This page intentionally left blank.)

<PAGE>

FINANCIAL STATEMENTS OF
PRUCO LIFE VARIABLE UNIVERSAL ACCOUNT

STATEMENTS OF CHANGES IN NET ASSETS

For the years ended December 31, 1994 and 1993

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

MONEY
TOTAL MARKET BOND
------------------------------ ------------------------------ ------------------------------
1993
1994 (AS RESTATED) 1994 1993 1994 1993
-------------- -------------- -------------- -------------- -------------- --------------
<S> <C> <C> <C> <C> <C> <C>

OPERATIONS:
Net investment income............ $ 2,976,084 $ 1,609,965 $ 112,867 $ 105,692 $ 958,552 $ 463,998
Capital gains distributions
received....................... 1,785,621 2,013,751 0 0 27,552 143,696
Realized gain (loss) on shares
redeemed
[average cost basis]........... (792,206) 192,043 0 0 (45,805) 15,085
Net unrealized gain (loss) on
investments.................... (5,480,393) 1,000,433 0 0 (1,407,374) 49,912
-------------- -------------- -------------- -------------- -------------- --------------

NET INCREASE (DECREASE) IN NET
ASSETS
RESULTING FROM OPERATIONS........ (1,510,894) 4,816,192 112,867 105,692 (467,075) 672,691
-------------- -------------- -------------- -------------- -------------- --------------

NET INCREASE (DECREASE) IN NET
ASSETS
RESULTING FROM PREMIUM PAYMENTS
AND OTHER OPERATING TRANSFERS.... 48,595,038 34,750,000 9,294,783 793,273 8,748,753 3,530,516
-------------- -------------- -------------- -------------- -------------- --------------

NET INCREASE (DECREASE) IN NET
ASSETS
RESULTING FROM SURPLUS
TRANSFERS........................ 251,763 (85,815) 335,632 (14,873) (39,503) 5,033
-------------- -------------- -------------- -------------- -------------- --------------

TOTAL INCREASE (DECREASE)
IN NET ASSETS.................... 47,335,907 39,480,377 9,743,282 884,092 8,242,175 4,208,240

NET ASSETS:
Beginning of year................ 71,504,654 32,024,277 2,994,987 2,110,895 10,637,205 6,428,965
-------------- -------------- -------------- -------------- -------------- --------------
End of year...................... $ 118,840,561 $ 71,504,654 $ 12,738,269 $ 2,994,987 $ 18,879,380 $ 10,637,205
-------------- -------------- -------------- -------------- -------------- --------------
-------------- -------------- -------------- -------------- -------------- --------------
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A10 AND A11.
A5

<PAGE>

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

For the years ended December 31, 1994 and 1993
<TABLE>
<CAPTION>
SUBACCOUNTS (CONTINUED)
--------------------------------------------------------------

AGGRESSIVELY
COMMON MANAGED
STOCK FLEXIBLE
------------------------------ ------------------------------
1994 1993 1994 1993
-------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>

OPERATIONS:
Net investment income............ $ 220,739 $ 66,986 $ 277,404 $ 265,175
Capital gains distributions
received....................... 546,810 324,890 398,988 754,751
Realized gain (loss) on shares
redeemed
[average cost basis]........... 146,569 5,202 (975,042) 25,486
Net unrealized gain (loss) on
investments.................... (636,156) 204,838 (548,106) (298,967)
-------------- -------------- -------------- --------------

NET INCREASE (DECREASE) IN NET
ASSETS
RESULTING FROM OPERATIONS........ 277,962 601,916 (846,756) 746,445
-------------- -------------- -------------- --------------

NET INCREASE (DECREASE) IN NET
ASSETS
RESULTING FROM PREMIUM PAYMENTS
AND OTHER OPERATING TRANSFERS.... 7,320,351 5,833,222 (2,324,709) 13,188,510
-------------- -------------- -------------- --------------

NET INCREASE (DECREASE) IN NET
ASSETS
RESULTING FROM SURPLUS
TRANSFERS........................ (22,963) 24,427 207,468 (82,683)
-------------- -------------- -------------- --------------

TOTAL INCREASE (DECREASE)
IN NET ASSETS.................... 7,575,350 6,459,565 (2,963,997) 13,852,272

NET ASSETS:
Beginning of year................ 7,308,885 849,320 15,694,090 1,841,818
-------------- -------------- -------------- --------------
End of year...................... $ 14,884,235 $ 7,308,885 $ 12,730,093 $ 15,694,090
-------------- -------------- -------------- --------------
-------------- -------------- -------------- --------------

ZERO
CONSERVATIVELY COUPON
MANAGED BOND
FLEXIBLE 1995
------------------------------ ------------------------------

1994 1993 1994 1993
-------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
OPERATIONS:
Net investment income............ $ 646,637 $ 411,493 $ 97,929 $ 2,958
Capital gains distributions
received....................... 241,697 660,984 399 0
Realized gain (loss) on shares
redeemed
[average cost basis]........... (3,152) 88,791 (761) 2,398
Net unrealized gain (loss) on
investments.................... (1,182,101) 370,274 (93,305) (1,772)
-------------- -------------- -------------- --------------
NET INCREASE (DECREASE) IN NET
ASSETS
RESULTING FROM OPERATIONS........ (296,919) 1,531,542 4,262 3,584
-------------- -------------- -------------- --------------
NET INCREASE (DECREASE) IN NET
ASSETS
RESULTING FROM PREMIUM PAYMENTS
AND OTHER OPERATING TRANSFERS.... 4,738,275 5,062,904 2,947,721 (18,829)
-------------- -------------- -------------- --------------
NET INCREASE (DECREASE) IN NET
ASSETS
RESULTING FROM SURPLUS
TRANSFERS........................ (93,449) 13,116 (30,982) 8,927
-------------- -------------- -------------- --------------
TOTAL INCREASE (DECREASE)
IN NET ASSETS.................... 4,347,907 6,607,562 2,921,001 (6,318)
NET ASSETS:
Beginning of year................ 19,733,077 13,125,515 39,449 45,767
-------------- -------------- -------------- --------------
End of year...................... $ 24,080,984 $ 19,733,077 $ 2,960,450 $ 39,449
-------------- -------------- -------------- --------------
-------------- -------------- -------------- --------------
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A10 AND A11.
A6

<PAGE>

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

For the years ended December 31, 1994 and 1993

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

ZERO
COUPON HIGH
BOND YIELD STOCK
2000 BOND INDEX
------------------------------ ------------------------------ ------------------------------
1993
1994 1993 1994 (AS RESTATED) 1994 1993
-------------- -------------- -------------- -------------- -------------- --------------
<S> <C> <C> <C> <C> <C> <C>

OPERATIONS:
Net investment income............ $ 5,274 $ 4,159 $ 27,776 $ 11,918 $ 269,539 $ 163,648
Capital gains distributions
received....................... 169 34 0 0 18,420 21,385
Realized gain (loss) on shares
redeemed
[average cost basis]........... (3,957) 1,128 159 2,584 27,972 28,712
Net unrealized gain (loss) on
investments.................... (10,721) (1,906) (37,669) 3,930 (190,892) 526,349
-------------- -------------- -------------- -------------- -------------- --------------

NET INCREASE (DECREASE) IN NET
ASSETS
RESULTING FROM OPERATIONS........ (9,235) 3,415 (9,734) 18,432 125,039 740,094
-------------- -------------- -------------- -------------- -------------- --------------

NET INCREASE (DECREASE) IN NET
ASSETS
RESULTING FROM PREMIUM PAYMENTS
AND OTHER OPERATING TRANSFERS.... 10,930 89,073 258,867 97,758 6,121,839 3,382,572
-------------- -------------- -------------- -------------- -------------- --------------

NET INCREASE (DECREASE) IN NET
ASSETS
RESULTING FROM SURPLUS
TRANSFERS........................ (5,495) (9,930) (2,404) (14,136) (26,394) (7,138)
-------------- -------------- -------------- -------------- -------------- --------------

TOTAL INCREASE (DECREASE)
IN NET ASSETS.................... (3,800) 82,558 246,729 102,054 6,220,484 4,115,528

NET ASSETS:
Beginning of year................ 105,244 22,686 169,977 67,923 10,131,659 6,016,131
-------------- -------------- -------------- -------------- -------------- --------------
End of year...................... $ 101,444 $ 105,244 $ 416,706 $ 169,977 $ 16,352,143 $ 10,131,659
-------------- -------------- -------------- -------------- -------------- --------------
-------------- -------------- -------------- -------------- -------------- --------------
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A10 AND A11.
A7

<PAGE>

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

For the years ended December 31, 1994 and 1993
<TABLE>
<CAPTION>
SUBACCOUNTS (CONTINUED)
----------------------------------------------------------------------------------------------

HIGH
DIVIDEND NATURAL GLOBAL GOVERNMENT
STOCK RESOURCES EQUITY* SECURITIES
------------------------------ ------------------------------ -------------- --------------
1994 1993 1994 1993 1994 1994
-------------- -------------- -------------- -------------- -------------- --------------
<S> <C> <C> <C> <C> <C> <C>

OPERATIONS:
Net investment income............ $ 272,094 $ 51,584 $ 3,103 $ 2,789 $ 2,488 $ 79,939
Capital gains distributions
received....................... 535,607 91,210 15,956 12,005 17 0
Realized gain (loss) on shares
redeemed
[average cost basis]........... 58,664 9,511 3,779 3,825 0 (445)
Net unrealized gain (loss) on
investments.................... (959,390) 79,294 (77,634) 15,363 (171,640) (161,326)
-------------- -------------- -------------- -------------- -------------- --------------

NET INCREASE (DECREASE) IN NET
ASSETS
RESULTING FROM OPERATIONS........ (93,025) 231,599 (54,796) 33,982 (169,135) (81,832)
-------------- -------------- -------------- -------------- -------------- --------------

NET INCREASE (DECREASE) IN NET
ASSETS
RESULTING FROM PREMIUM PAYMENTS
AND OTHER OPERATING TRANSFERS.... 7,837,695 2,071,081 456,694 406,053 3,004,706 156,323
-------------- -------------- -------------- -------------- -------------- --------------

NET INCREASE (DECREASE) IN NET
ASSETS
RESULTING FROM SURPLUS
TRANSFERS........................ (33,915) 4,431 (25,105) 12,916 (8,173) (220)
-------------- -------------- -------------- -------------- -------------- --------------

TOTAL INCREASE (DECREASE)
IN NET ASSETS.................... 7,710,755 2,307,111 376,793 452,951 2,827,398 74,271

NET ASSETS:
Beginning of year................ 2,851,385 544,274 535,596 82,645 0 1,282,716
-------------- -------------- -------------- -------------- -------------- --------------
End of year...................... $ 10,562,140 $ 2,851,385 $ 912,389 $ 535,596 $ 2,827,398 $ 1,356,987
-------------- -------------- -------------- -------------- -------------- --------------
-------------- -------------- -------------- -------------- -------------- --------------
*Commenced
Business
on 5/1/94

<CAPTION>
1993
--------------
<S> <C>
OPERATIONS:
Net investment income............ $ 58,418
Capital gains distributions
received....................... 4,796
Realized gain (loss) on shares
redeemed
[average cost basis]........... 7,751
Net unrealized gain (loss) on
investments.................... 52,283
--------------
NET INCREASE (DECREASE) IN NET
ASSETS
RESULTING FROM OPERATIONS........ 123,248
--------------
NET INCREASE (DECREASE) IN NET
ASSETS
RESULTING FROM PREMIUM PAYMENTS
AND OTHER OPERATING TRANSFERS.... 307,235
--------------
NET INCREASE (DECREASE) IN NET
ASSETS
RESULTING FROM SURPLUS
TRANSFERS........................ (13,295)
--------------
TOTAL INCREASE (DECREASE)
IN NET ASSETS.................... 417,188
NET ASSETS:
Beginning of year................ 865,528
--------------
End of year...................... $ 1,282,716
--------------
--------------
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A10 AND A11.
A8

<PAGE>

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

For the years ended December 31, 1994 and 1993

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

ZERO
COUPON
BOND
2005
------------------------------
1994 1993
-------------- --------------
<S> <C> <C>

OPERATIONS:
Net investment income............ $ 1,743 $ 1,147
Capital gains distributions
received....................... 6 0
Realized gain (loss) on shares
redeemed
[average cost basis]........... (187) 1,570
Net unrealized gain (loss) on
investments.................... (4,079) 835
-------------- --------------

NET INCREASE (DECREASE) IN NET
ASSETS
RESULTING FROM OPERATIONS........ (2,517) 3,552
-------------- --------------

NET INCREASE (DECREASE) IN NET
ASSETS
RESULTING FROM PREMIUM PAYMENTS
AND OTHER OPERATING TRANSFERS.... 22,810 6,632
-------------- --------------

NET INCREASE (DECREASE) IN NET
ASSETS
RESULTING FROM SURPLUS
TRANSFERS........................ (2,734) (12,610)
-------------- --------------

TOTAL INCREASE (DECREASE)
IN NET ASSETS.................... 17,559 (2,426)

NET ASSETS:
Beginning of year................ 20,384 22,810
-------------- --------------
End of year...................... $ 37,943 $ 20,384
-------------- --------------
-------------- --------------
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A10 AND A11.
A9

<PAGE>

NOTES TO FINANCIAL STATEMENTS OF
PRUCO LIFE VARIABLE UNIVERSAL ACCOUNT
FOR THE YEARS ENDED DECEMBER 31, 1994 AND DECEMBER 31, 1993

NOTE 1: GENERAL

Pruco Life Variable Universal Account (the "Account") was established on April
17, 1989 under Arizona law as a separate investment account of Pruco Life
Insurance Company ("Pruco Life") which is a wholly-owned subsidiary of The
Prudential Insurance Company of America ("The Prudential"). The assets of the
Account are segregated from Pruco Life's other assets. The two products that
invest in the Account are Pruselect I and Pruselect II.

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

NOTE 2: INVESTMENT INFORMATION FOR THE PRUDENTIAL SERIES FUND, INC. PORTFOLIOS

The net asset value per share for each portfolio of the Series Fund, the number
of shares of each portfolio held by the subaccounts of the Account and the
aggregate cost of investments in such shares at December 31, 1994 were as
follows:
<TABLE>
<CAPTION>
PORTFOLIOS
---------------------------------------------------------------------------
AGGRESSIVELY CONSERVATIVELY
PORTFOLIO MONEY COMMON MANAGED MANAGED
INFORMATION MARKET BOND STOCK FLEXIBLE FLEXIBLE
- -------------------------- ------------- ------------- ------------- ------------- ---------------
<S> <C> <C> <C> <C> <C>
Number of shares: 1,273,827 1,878,068 704,954 821,508 1,684,566
Net asset value per share: $ 10.0000 $ 10.0384 $ 20.6624 $ 15.4960 $ 14.0950
Cost: $ 12,738,269 $ 20,158,934 $ 14,992,144 $ 13,575,775 $ 24,315,549

PORTFOLIOS (CONTINUED)
---------------------------------------------------------------------------
ZERO ZERO
COUPON COUPON HIGH HIGH
PORTFOLIO BOND BOND YIELD STOCK DIVIDEND
INFORMATION 1995 2000 BOND INDEX STOCK
- -------------------------- ------------- ------------- ------------- ------------- ---------------
<S> <C> <C> <C> <C> <C>
Number of shares: 279,476 8,552 56,542 1,092,997 729,221
Net asset value per share: $ 10.5929 $ 11.8620 $ 7.3655 $ 14.9571 $ 14.4842
Cost: $ 3,054,536 $ 113,918 $ 447,352 $ 15,470,354 $ 11,410,739
</TABLE>

<TABLE>
<CAPTION>
PORTFOLIOS (CONTINUED)
----------------------------------------------------------
ZERO
PORTFOLIO NATURAL GOVERNMENT COUPON
INFORMATION RESOURCES GLOBAL EQUITY SECURITIES BOND 2005
- -------------------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Number of shares: 63,171 203,719 129,714 3,532
Net asset value per share: $ 14.4432 $ 13.8789 $ 10.4614 $ 10.7441
Cost: $ 970,680 $ 2,999,038 $ 1,458,749 $ 40,832
</TABLE>

NOTE 3: CHARGES AND EXPENSES

A. Mortality and Expense Risk Charges

The mortality risk and expense risk charges at an effective annual rate of
up to 0.90% may be applied daily against the net assets representing equity
of Contract owners held in each subaccount. Pruco Life currently intends to
charge only 0.60% on these Contracts, but reserves the right to make the
full 0.90% charge.

B. Partial Withdrawal Charge

A $15 charge is imposed in connection with partial withdrawals of the cash
surrender value from certain variable life insurance contracts.

A10

<PAGE>

C. Expense Reimbursement

The Account is reimbursed by Pruco Life, on a non-guaranteed basis, for
expenses incurred by the Series Fund in excess of the effective rate of
0.40% for all Zero Coupon Bond Portfolios and for the Stock Index Portfolio,
0.50% for the High Dividend Stock Portfolio, 0.55% for the Natural Resources
Portfolio, and 0.65% for the High Yield Bond Portfolio of the average daily
net assets of these portfolios.

NOTE 4: TAXES

The operations of the subaccounts form a part of, and are taxed with, the
operations of Pruco Life. Under the Internal Revenue Code, all ordinary income
and capital gains allocated to the Contract owners are not taxed to Pruco Life.
As a result, the net asset values of the subaccounts are not affected by federal
income taxes on distributions received by the subaccounts.

NOTE 5: NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM SURPLUS TRANSFERS

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

NOTE 6: RESTATEMENT

Subsequent to the issuance of the Account's previously issued December 31, 1993
financial statements, Pruco Life determined that in the High Yield Bond
subaccount, net assets and net increase in net assets resulting from operations
were overstated by approximately $1,024 due to the overvaluation of a security
held in the High Yield Bond Portfolio of the Series Fund at December 31, 1993.
Accordingly, the comparative 1993 financial information included in the
statements of changes in net assets of the Account has been restated.

A11

<PAGE>

INDEPENDENT AUDITORS' REPORT

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

We have audited the accompanying statements of net assets of Pruco Life Variable
Universal Account of Pruco Life Insurance Company (comprising, respectively, the
Money Market, Bond, Common Stock, Aggressively Managed Flexible, Conservatively
Managed Flexible, Zero Coupon Bond 1995, Zero Coupon Bond 2000, High Yield Bond,
Stock Index, High Dividend Stock, Natural Resources, Global Equity, Government
Securities and Zero Coupon Bond 2005 subaccounts) as of December 31, 1994, the
related statements of operations for the periods presented in the year then
ended, and the statements of changes in net assets for each of the periods
presented in the two years then ended. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures included
confirmation of securities owned as of December 31, 1994. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all material
respects, the financial position of each of the respective subaccounts
constituting the Pruco Life Variable Universal Account as of December 31, 1994,
the results of their operations, and the changes in their net assets for the
respective stated periods in conformity with generally accepted accounting
principles.

As discussed in Note 6, the 1993 financial statements of Pruco Life Variable
Universal Account have been restated.

Deloitte & Touche LLP
Parsippany, New Jersey
February 10, 1995

A12

<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.

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

B-13

<PAGE>

PRUSELECT(SM) II
Variable Life
Insurance Contracts

PRUCO LIFE INSURANCE COMPANY
213 Washington Street
Newark, New Jersey 07102-2992
Telephone: (800) 323-2993

<PAGE>

PART II

OTHER INFORMATION

<PAGE>

UNDERTAKING TO FILE REPORTS

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

UNDERTAKING WITH RESPECT TO INDEMNIFICATION

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 (8) (ii) of
Post-Effective Amendment No. 26 to Form N-3, Registration No. 2-76580, filed
April xx, 1995, on behalf of The Prudential Variable Contract Account-10. The
text of Pruco Life's by-laws, Article VIII, which relates to indemnification of
officers and directors, is incorporated by reference to Exhibit 1.A.(6)(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.

II-1
<PAGE>

CONTENTS OF REGISTRATION STATEMENT

The Registration Statement comprises the following papers and documents:

The facing sheet.

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

The prospectus consisting of 69 pages.

The undertaking to file reports.

The signatures.

Written consents of the following persons:

1. Deloitte & Touche LLP, independent auditors.

2. Clifford E. Kirsch

3. John D. Coffin, FCAS, MAAA

The following exhibits:

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

A. (1) Resolution of Board of Directors of Pruco Life Insurance Company
establishing the Pruco Life Variable Universal Account. (Note 3)

(2) Not Applicable.

(3) Distributing Contracts:

(a) Distribution Agreement between Pruco Securities Corporation
and Pruco Life Insurance Company. (Note 3)

(b) Proposed form of Agreement between Pruco Securities
Corporation and independent brokers with respect to the Sale
of the Contracts. (Note 3)

(4) Not Applicable.

(5) Variable Universal Life Insurance Contracts. (Note 7)

(a) With the fixed-rate option.

(b) Without the fixed-rate option.

(6) (a) Articles of Incorporation of Pruco Life Insurance Company,
as amended July 25, 1972. (Note 4)

(b) By-Laws of Pruco Life Insurance Company, as amended June 14,
1983. (Note 5)

(7) Not Applicable.

(8) Not Applicable.

(9) Not Applicable.

(10) (a) Application Form for Variable Universal Life Insurance
Contract. (Note 2)

(b) Supplement to the Application for Variable Universal Life
Insurance Contract. (Note 7)

(11) Memorandum describing Pruco Life Insurance Company's issuance,
transfer, and redemption procedures for the Contracts pursuant
to Rule 6e-3(T)(b)(12)(iii). (Note 2)

(12) Rider for Interim Term Insurance Benefit. (Note 8)

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

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

4. None.

5. Not Applicable.

6. Opinion and Consent of John D. Coffin, FCAS, MAAA, as to actuarial
matters pertaining to the securities being registered. (Note 1)

7. Powers of Attorney. (Note 6)

II-2
<PAGE>

27. Financial Data Schedule. (Note 1)

(Note 1) Filed herewith.

(Note 2) Incorporated by reference to Registrant's Form S-6, filed January 8,
1991.

(Note 3) Incorporated by reference to Form S-6, Registration No. 33-29181,
filed June 8, 1989, on behalf of the Pruco Life Variable Universal
Account.

(Note 4) Incorporated by reference to Form N-8B-2, Registration No. 2-80513,
filed November 22, 1982, on behalf of the Pruco Life Variable Insurance
Account.

(Note 5) Incorporated by reference to Post-Effective Amendment No. 13 to Form
S-6, Registration No. 2-89558, filed March 2, 1989, on behalf of the
Pruco Life Variable Appreciable Account.

(Note 6) Incorporated by Reference to Form S-1, Registration No. 33-86780,
filed November 23, 1994, on behalf of the Pruco Life Real Property
Account.

(Note 7) Incorporated by reference to Pre-Effective Amendment No. 1 to this
Registration Statement, filed April 16, 1991.

(Note 8) Incorporated by reference to Post-Effective Amendment No. 1 to this
Registration Statement, filed March 3, 1992.

II-3

<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant, the
Pruco Life Variable Universal Account, certifies that it meets all of the
requirements for effectiveness of this Post-Effective Amendment No. 8 to the
Registration Statement pursuant to Rule 485(b) and has duly caused this
Registration Statement to be signed on its behalf by the undersigned thereunto
duly authorized and its seal hereunto affixed and attested, all in the city of
Newark and the State of New Jersey, on this 24th day of April, 1995.

(Seal) Pruco Life Variable Universal Account
(Registrant)

By: Pruco Life Insurance Company
(Depositor)

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

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective
Amendment No. 8 to the Registration Statement has been signed below by the
following persons in the capacities indicated on this 24th day of April, 1995.

Signature and Title
/s/ *
- ----------------------------------------
Robert P. Hill
Chairman of the Board

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

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

/s/ *
- ---------------------------------------- *By: /s/ THOMAS C. CASTANO
E. Michael Caulfield --------------------------
Director Thomas C. Castano
(Attorney-in-Fact)

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

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

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

/s/ *
- ----------------------------------------
Donald G. Southwell
Director

II-4

<PAGE>

INDEPENDENT AUDITORS' CONSENT
- -----------------------------

We consent to the use in this Post-Effective Amendment No. 8 to Registration
Statement No. 33-38271 on Form S-6 of Pruco Life Variable Universal Account of
Pruco Life Insurance Company of our report dated February 10, 1995, relating to
the financial statements of Pruco Life Variable Universal Account, and of our
report dated March 6, 1995, relating to the consolidated financial statements of
Pruco Life Insurance Company and subsidiaries appearing in the Prospectus, which
is part of such Registration Statement, and to the reference to us under the
heading "Experts" in such Prospectus.

/s/Deloitte & Touche LLP
- ------------------------
Parsippany, New Jersey
April 24, 1995

II-5
<PAGE>
EXHIBIT INDEX

Consent of Deloite and Touche LLP, independent auditors. Page II-5

3. Opinion and Consent of Clifford E. Kirsch, as to the Page II-7
legality of the securities being registered.

6. Opinion and Consent of John D. Coffin, FCAS, MAAA, as to Page II-8
actuarial matters pertaining to the securities being registered.

27. Financial Data Schedule. Page II-9

II-6

Exhibit 3

April 24, 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 on April 17,
1989 of Pruco Life Variable Universal Account (the "Account") by the Executive
Committee of the Board of Directors of Pruco Life as a separate account for
assets applicable to certain variable life insurance contracts, pursuant to the
provisions of Section 20-651 of the Arizona Insurance Code. I am responsible for
oversight of the preparation and review of the Registration Statement on Form
S-6, as amended, filed by Pruco Life with the Securities and Exchange Commission
(Registration No. 33-29181 and 33-38271) under the Securities Act of 1933 for
the registration of certain variable universal life insurance contracts issued
with respect to the Account.

I am of the following opinion:

(1) Pruco Life 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 portion of the assets held in the Account equal to the reserve and
other liabilities for variable benefits under the variable universal
life insurance contracts is not chargeable with liabilities arising
out of any other business Pruco Life may conduct.

(4) The variable universal life insurance 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 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-7

Exhibit 6

April 24, 1995

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

To Pruco Life Insurance Company:

This opinion is furnished in connection with the registration by Pruco Life
Insurance Company of variable universal life insurance contracts ("Contracts")
under the Securities Act of 1933. The prospectus included in Post-Effective
Amendment No. 8 to Registration Statement No. 33-38271 on Form S-6 describes the
Contract. I have reviewed the Contract form and I have participated in the
preparation and review of Registration Statement and Exhibits thereto. In my
opinion:

(1) The illustrations of cash surrender values and death benefits included
in the prospectus section entitled "Illustrations" based on the
assumptions stated in the illustrations, are consistent with the
provisions of the Contract. The rate structure of the Contract has not
been designed so as to make the relationship between premiums and
benefits, as shown in the illustrations, appear more favorable to a
prospective purchaser of a Contract for male age 35 or male age 55,
than to prospective purchasers of Contracts on males of other ages or
on females.

(2) The explanation of the effect of an increase in the Contract fund on
the increase in insurance amount shown in the section entitled "Death
Benefit" is consistent with the provisions of the Contract.

(3) The deduction in an amount equal to 1.25% of each premium is a
reasonable charge in relation to the additional income tax burden
imposed upon Pruco Life and its parent company, The Prudential
Insurance Company of America, as the result of the enactment of
Section 848 of the Internal Revenue Code. In reaching that conclusion
a number of factors were taken into account that, in my opinion, were
appropriate and which resulted in a projected after-tax rate of return
that is a reasonable rate to use in discounting the tax benefit of the
deductions allowed in Section 828 in taxable years subsequent to the
year in which the premiums are received.

I hereby consent to the use of this opinion as an exhibit to the Registration
Statement and to the reference to my name under the heading "Experts" in the
prospectus.

Very truly yours,

John D. Coffin, FCAS, MAAA
Vice President and Assistant Actuary
The Prudential Insurance Company of America

II-8

<ARTICLE> 6
<MULTIPLIER> 1

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> DEC-31-1994
<INVESTMENTS-AT-COST> $121,747
<INVESTMENTS-AT-VALUE> $118,154
<RECEIVABLES> $686
<ASSETS-OTHER> $0
<OTHER-ITEMS-ASSETS> $0
<TOTAL-ASSETS> $118,841
<PAYABLE-FOR-SECURITIES> $0
<SENIOR-LONG-TERM-DEBT> $0
<OTHER-ITEMS-LIABILITIES> $0
<TOTAL-LIABILITIES> $0
<SENIOR-EQUITY> $0
<PAID-IN-CAPITAL-COMMON> $0
<SHARES-COMMON-STOCK> 8,930
<SHARES-COMMON-PRIOR> $0
<ACCUMULATED-NII-CURRENT> $0
<OVERDISTRIBUTION-NII> $0
<ACCUMULATED-NET-GAINS> $0
<OVERDISTRIBUTION-GAINS> $0
<ACCUM-APPREC-OR-DEPREC> $0
<NET-ASSETS> $118,841
<DIVIDEND-INCOME> $3,523
<INTEREST-INCOME> $0
<OTHER-INCOME> $1,786
<EXPENSES-NET> $547
<NET-INVESTMENT-INCOME> $2,976
<REALIZED-GAINS-CURRENT> ($792)
<APPREC-INCREASE-CURRENT> ($5,480)
<NET-CHANGE-FROM-OPS> ($1,511)
<EQUALIZATION> $0
<DISTRIBUTIONS-OF-INCOME> $0
<DISTRIBUTIONS-OF-GAINS> $0
<DISTRIBUTIONS-OTHER> $0
<NUMBER-OF-SHARES-SOLD> $0
<NUMBER-OF-SHARES-REDEEMED> $0
<SHARES-REINVESTED> $0
<NET-CHANGE-IN-ASSETS> $47,336
<ACCUMULATED-NII-PRIOR> $0
<ACCUMULATED-GAINS-PRIOR> $0
<OVERDISTRIB-NII-PRIOR> $0
<OVERDIST-NET-GAINS-PRIOR> $0
<GROSS-ADVISORY-FEES> $0
<INTEREST-EXPENSE> $0
<GROSS-EXPENSE> $0
<AVERAGE-NET-ASSETS> $0
<PER-SHARE-NAV-BEGIN> $0
<PER-SHARE-NII> $0
<PER-SHARE-GAIN-APPREC> $0
<PER-SHARE-DIVIDEND> $0
<PER-SHARE-DISTRIBUTIONS> $0
<RETURNS-OF-CAPITAL> $0
<PER-SHARE-NAV-END> $0
<EXPENSE-RATIO> $0
<AVG-DEBT-OUTSTANDING> $0
<AVG-DEBT-PER-SHARE> $0

</TABLE>