PRUCO LIFE VARIABLE UNIVERSAL ACCOUNT, 485BPOS, 1996-04-25

PRUCO LIFE VARIABLE UNIVERSAL ACCOUNT
485BPOS, 1996-04-25

Previous: VIVRA INC, POS AM, 1996-04-25

Next: PRUCO LIFE VARIABLE UNIVERSAL ACCOUNT, 485BPOS, 1996-04-25

AS FILED WITH THE SEC ON ____________. REGISTRATION NO. 33-29181

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-6

POST-EFFECTIVE AMENDMENT NO. 9

----------

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)

PRUCO LIFE INSURANCE COMPANY
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

----------

Variable Universal 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 1995 was filed on
February 29, 1996.

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, 1996 pursuant to paragraph (b) of Rule 485
----------------
(date)

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

<PAGE>

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

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

1. Cover Page

2. Cover Page

3. Not Applicable

4. Sale of the Contract and Sales Commissions

5. Pruco Life 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;
Changes in Face Amount

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

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, 1996

PRUCO LIFE INSURANCE COMPANY
VARIABLE UNIVERSAL ACCOUNT

PRUSELECT(SM) I
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"), to employers,
trusts, associations or similar entities for the purpose of providing insurance
on the lives of selected employees. Pruco Life calls these contracts its
PRUSELECT(SM) I Variable Life Insurance Contracts* (the "Contract"). As of
January 1, 1992, these Contracts are no longer available for sale. These
Contracts provide individual universal life insurance coverage with flexible
premium payments and variable investment options. In general, the owner, not the
insured employee, makes all the premium payments and receives the benefits under
the Contracts. The Contracts may be used for such purposes as funding the
owner's liabilities for retiree medical benefits or other non-qualified employee
benefits.

The Contracts provide a death benefit and cash surrender value. The cash
surrender value generally increases with the payment of each premium, decreases
to reflect charges made by Pruco Life, and varies daily with investment
performance of the chosen investment options. There is no guaranteed minimum
cash surrender value. The death benefit generally remains fixed in the amount or
amounts scheduled at the outset of the Contract (the "face amount"), unless it
is increased by Pruco Life to maintain the Contract's status as life insurance
under the Internal Revenue Code.

The Contracts provide a variety of investment options. The invested portion of
premiums may be invested in one or more of the fifteen current investment
subaccounts of the Pruco Life Variable Universal Account (the "Account"). The
assets of each subaccount of the Account are 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 fifteen portfolios of the Series Fund currently available under the
Contracts: the MONEY MARKET PORTFOLIO, the DIVERSIFIED BOND PORTFOLIO, the
GOVERNMENT INCOME PORTFOLIO, two ZERO COUPON BOND PORTFOLIOS with different
liquidation dates--2000 and 2005, the CONSERVATIVE BALANCED PORTFOLIO, the
FLEXIBLE MANAGED PORTFOLIO, the HIGH YIELD BOND PORTFOLIO, the STOCK INDEX
PORTFOLIO, the EQUITY INCOME PORTFOLIO, the EQUITY PORTFOLIO, the PRUDENTIAL
JENNISON PORTFOLIO, the SMALL CAPITALIZATION STOCK PORTFOLIO, the GLOBAL
PORTFOLIO, and the NATURAL RESOURCES PORTFOLIO. Other subaccounts and portfolios
may be offered in the future.

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-1 Ed 5-96

<PAGE>

PROSPECTUS CONTENTS

PAGE

<S> <C>
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 ............................................ 3
THE PRUDENTIAL SERIES FUND, INC .................................................. 3

DETAILED INFORMATION FOR CONTRACT OWNERS ............................................ 4
REQUIREMENTS FOR ISSUANCE OF A CONTRACT .......................................... 4
SHORT-TERM CANCELLATION RIGHT OR "FREE LOOK" ..................................... 5
PREMIUMS ......................................................................... 5
ALLOCATION OF PREMIUMS ........................................................... 5
TRANSFERS ........................................................................ 6
CHARGES AND EXPENSES ............................................................. 6
REFUNDS OF SALES CHARGES ......................................................... 7
REDUCTION OF CHARGES ............................................................. 8
CASH SURRENDER VALUE ............................................................. 8
DEATH BENEFIT .................................................................... 8
PARTIAL WITHDRAWAL OF CASH SURRENDER VALUE ....................................... 9
CHANGES IN FACE AMOUNT ........................................................... 9
ILLUSTRATIONS OF CASH SURRENDER VALUES, DEATH BENEFITS, AND ACCUMULATED PREMIUMS . 10
CONTRACT LOANS ................................................................... 11
WHEN PROCEEDS ARE PAID ........................................................... 11
TAX TREATMENT OF CONTRACT BENEFITS ............................................... 11
WITHHOLDING ...................................................................... 13
OTHER TAX CONSIDERATIONS ......................................................... 13
LAPSE AND REINSTATEMENT .......................................................... 13
LEGAL CONSIDERATIONS RELATING TO SEX-DISTINCT PREMIUMS AND BENEFITS .............. 14
EXCHANGE RIGHT AVAILABLE IN SOME STATES .......................................... 14
REDUCED PAID-UP INSURANCE OPTION AVAILABLE IN SOME STATES ........................ 14
OTHER GENERAL CONTRACT PROVISIONS ................................................ 14
VOTING RIGHTS .................................................................... 14
SUBSTITUTION OF SERIES FUND SHARES ............................................... 15
REPORTS TO CONTRACT OWNERS ....................................................... 15
SALE OF THE CONTRACT AND SALES COMMISSIONS ....................................... 15
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
</TABLE>

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 entity, typically an employer, trust or association, 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.

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.

<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") to employers, trusts, associations or similar entities
and that provide insurance on the lives of covered employees or other insured
individuals. As of January 1, 1992, these Contracts are no longer available for
sale. In general the owner, and not the insured, makes the premium payments and
receives the benefits under the Contracts; the original owner may, however, be
able to assign certain of the Contract rights.

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. The Contract will typically set forth a schedule of annual target
premiums that the owner may pay, but the owner need not adhere to that schedule
and instead may vary the timing and amount of premiums. See PREMIUMS, page 5.

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 11.

The Contract owner may choose to have the premiums (after deduction of a $2
administrative charge, the applicable premium tax charge, and a sales load of up
to 7%) invested in one or more of fifteen 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 3 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
insurance. But the owner must accept the risk that, if investment performance of
the chosen option[s] is unfavorable, the cash surrender value may not appreciate
as rapidly and, indeed, may decrease in value.

Pruco Life deducts certain charges from each premium payment and from the
amounts held in the designated investment options. 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 on page
6. In brief, and subject to that fuller description, the following charges may
be made: (1) a charge for premium taxes (the most common level is 2% of the
premium) is deducted from each premium payment; (2) a $2 charge is deducted from
each premium payment to cover premium collection and processing costs; (3) a
front-end sales load of up to 7% of the remaining premium is deducted after the
above two charges have been deducted; (4) a monthly administrative charge of up
to $3 plus up to $0.04 per $1,000 of face amount of insurance is deducted from
the Contract fund; (5) a monthly 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; (6) a daily charge
equivalent to an annual rate of up to 0.9% is deducted from the assets of the
subaccounts for mortality and expense risks; (7) 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; and (8) certain fees and
expenses are deducted from the assets of the Series Fund. Under certain
circumstances, Contract owners may receive a refund of a portion of the sales
charge. See REFUNDS OF SALES CHARGES, page 7.

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 5.

2
<PAGE>

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. Pruco Life is a wholly-owned subsidiary of The
Prudential, a mutual insurance company founded in 1875 under the laws of the
State of New Jersey. As of December 31, 1995, 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 fifteen subaccounts within the
Account, each of which invests in a single corresponding portfolio of the Series
Fund. Additional subaccounts may be added in the future. The Account's financial
statements begin on page 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

<PAGE>

investment advisory services in connection with the management of the Prudential
Jennison Portfolio. Further detail is provided in the prospectus and statement
of additional information for the Series Fund. The Prudential, PIC, and Jennison
are registered as investment advisors under the Investment Advisers Act of 1940.

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

- --------------------------------------------------------------------------------
ANNUAL INVESTMENT
PORTFOLIO MANAGEMENT FEE AS
A PERCENTAGE OF AVERAGE
DAILY NET ASSETS
- --------------------------------------------------------------------------------
MONEY MARKET PORTFOLIO 0.40%
DIVERSIFIED BOND PORTFOLIO 0.40%
GOVERNMENT INCOME PORTFOLIO 0.40%
ZERO COUPON BOND PORTFOLIOS 0.40%
CONSERVATIVE BALANCED PORTFOLIO 0.55%
FLEXIBLE MANAGED PORTFOLIO 0.60%
HIGH YIELD BOND PORTFOLIO 0.55%
STOCK INDEX PORTFOLIO 0.35%
EQUITY INCOME PORTFOLIO 0.40%
EQUITY PORTFOLIO 0.45%
PRUDENTIAL JENNISON PORTFOLIO 0.60%
SMALL CAPITALIZATION STOCK PORTFOLIO 0.40%
GLOBAL PORTFOLIO 0.75%
NATURAL RESOURCES PORTFOLIO 0.45%
- --------------------------------------------------------------------------------

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, Equity Income 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 0.48% for the Zero Coupon Bond Portfolio 2000 and 0.49% for the
Zero Coupon Bond Portfolio 2005 during 1995. No such adjustments were necessary
for the High Yield Bond, Stock Index, Equity Income and Natural Resources
Portfolios during 1995. 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 CONTRACT OWNERS

REQUIREMENTS FOR ISSUANCE OF A CONTRACT

As of January 1, 1992, these Contracts are no longer available for sale. Pruco
Life offers the Contracts on both an individually underwritten basis and a
guaranteed issue basis. Underwritten Contracts require individualized evidence
of the insured's insurability and rating class. Guaranteed issue Contracts may
be issued in certain circumstances on certain associated individuals, such as
those employees of a company who meet certain criteria established by

<PAGE>

Pruco Life. Pruco Life will set from time to time certain 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 face amount
is the minimum death benefit, absent Contract debt or default). The minimum face
amounts currently offered are $100,000 for an underwritten Contract and $50,000
for a Contract issued on a guaranteed issue 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.

The Contract may generally be issued on insureds between the ages of 20 and 75
for underwritten Contracts, and between ages 20 and 64 for 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.
Moreover, a Contract will typically contain a schedule of annual target premiums
that the owner may pay. However, the Contract owner need not follow that
schedule and has considerable flexibility with respect to the timing and amount
of payments. 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. Moreover, Pruco Life may refuse to accept a premium that will
immediately result in an increase in the death benefit. See DEATH BENEFIT, page
8. The amount of premium payments made by the owner will affect the size of the
Contract's cash surrender value and the likelihood of lapse and may affect the
size of the death benefit. Payment of premiums in excess of certain amounts will
cause the Contract to become a Modified Endowment Contract, which affects the
tax treatment of pre-death distributions under the Contract. See TAX TREATMENT
OF CONTRACT BENEFITS, page 11.

ALLOCATION OF PREMIUMS

The following rules govern the allocation of premiums by Contract owners. On the
Contract date (the date the Contract is issued, as specified in the Contract),
the applicable premium tax charge (most frequently 2%), the $2 processing
charge, and the front-end sales charge of up to 7% of the remaining premium are
deducted from the initial premium, and the first monthly deductions are made.
See CHARGES AND EXPENSES, page 6. Except as provided below, the remainder of the
initial premium will be allocated among the subaccounts 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 premium tax charge, the $2 per payment charge, and the front-end sales load
also apply to all subsequent premium payments. (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 up to 7%.) 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 subaccount[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 subaccounts
by giving written notice or by telephoning the Pruco Life Home Office provided
the Contract owner is enrolled to use the Telephone Transfer System. There is no
charge for reallocating future premiums. The percentage of the invested premium
that may be allocated to a particular subaccount 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 1/3% cannot. Of course, the
total allocation to all selected subaccount[s] must equal 100%.

<PAGE>

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 the particular investment option.

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. Contract owners will automatically be enrolled to use the Telephone
Transfer System unless they elect not to have this privilege. Pruco Life has
adopted procedures designed to ensure that requests by telephone are genuine.
Pruco Life will not be held liable for following telephone instructions that it
reasonably believes to be genuine. 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.

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.

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 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 to compensate Pruco Life
for paying premium taxes. These taxes vary by state and in some states by
locality. The most common level of premium taxes is 2% of the premium. The
tax rates generally range from 0.75% to 5% (but in some instances it may
exceed 5%). During 1995 and 1994, Pruco Life received a total of
approximately $40,772 and $81,162 respectively, in charges for payment of
premium taxes.

2. An administrative 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 1995 and 1994, Pruco Life
received a total of approximately $262 and $690, 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 up to 7% of the premium
remaining after the premium tax charge and the $2 premium processing
charge have been deducted. On a non-guaranteed basis, Pruco Life intends
to charge the 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 premiums under all Contracts of this type purchased by the owner
exceed an amount determined by Pruco Life (currently $5 million). See
REFUNDS OF SALES CHARGES, page 7. During 1995 and 1994 Pruco Life received
a total of approximately $173,507 and $185,265, 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 $3 plus up to $0.04 per $1,000 of face amount of insurance
(but currently on a non-guaranteed basis of not more than $6 per month).
This charge is to compensate Pruco Life for administrative expenses
incurred, among other things, in issuing the Contracts, 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 from this administrative charge. During 1995 and 1994, Pruco Life
received a total of approximately $34,882 and $37,630, 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

<PAGE>

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
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
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. 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 Contracts. During 1995 and
1994, Pruco Life received a total of approximately $227,525 and $193,493,
respectively, in mortality and expense risk charges.

7. 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 CHANGES IN FACE AMOUNT, page 9.

8. Although the account is registered as a unit investment trust, it is not a
separate taxpayer for purposes of the Code. The earnings of the Account
are taxed as part of the operations of Pruco Life. No charge is being made
currently to the Account for company federal income taxes. Pruco Life will
review the question of a charge to the Account for company federal income
taxes periodically. Such a charge may be made in future years for any
federal income taxes that would be attributable to the Contracts. Under
current laws, Pruco Life may incur state and local taxes (in addition to
premium taxes) in several states. At present, these taxes are not
significant and they are not charged against the Contracts or the Account.
If there is a material change in the applicable state or local tax laws,
the imposition of any such taxes upon Pruco Life that are attributable to
the Account may result in a corresponding charge against the Account.

9. 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 3 in connection with a general description of the
Series Fund. More detailed information is contained in the attached
prospectus for the Series Fund.

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

In several instances Pruco Life uses the terms "maximum charge" and "current
charge." The "maximum charge," in each instance, is the highest charge that
Pruco Life is entitled to make under the Contract. The "current charge" is the
lower amount that Pruco Life is now charging. However, if circumstances change,
Pruco Life reserves the right to increase each current charge, up to but to no
more than the maximum charge, without giving any advance notice.

The Contract owner may specify the subaccount[s] from which the monthly
deductions are made. If the amount held in a selected subaccount 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
subaccount[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 lower if an owner pays more than
$5 million (or some alternative amount set by Pruco Life) in aggregate first
year premiums on all Pruco Life Contracts of this type that the owner purchased.
Reductions in sales expenses may, on a non-guaranteed basis, lead to 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.
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.

<PAGE>

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

CASH SURRENDER VALUE

A Contract has a cash surrender value which the owner may obtain while the
insured is living by surrender of the Contract. Surrender of a Contract may have
tax consequences. See TAX TREATMENT OF CONTRACT BENEFITS, page 11. Unlike
traditional fixed-benefit insurance, however, a Contract's cash surrender value
is not known in advance because it varies daily with the investment performance
of the selected subaccount[s]. It also varies with the amount of invested
premiums and 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 11.

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

At issue, the Contract will specify a face amount or perhaps a series of face
amounts applicable at different times. Assuming that there is no Contract debt
and that the Contract is not in default, the death benefit on any date is equal
to the greater of: (1) the current 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 during the first 3 Contract years, divided by the net
single premium per $1 at the insured's attained age. This second alternative
ensures that the death benefit will not be less than the amount of life
insurance that could be provided for an invested single premium amount equal to
the Contract fund plus any refund of sales charges due on surrender. The death
benefit proceeds will be reduced to reflect any Contract debt.

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 past
the grace period, no death benefit is payable. See LAPSE AND REINSTATEMENT, page
13.

Under the second alternative described above, the death benefit may be increased
based on the size of the Contract fund and the insured's attained age. Such an
increase ensures that the Contract will satisfy the Internal Revenue Code's
definition of life insurance. The death benefit may thereafter vary based on the
size of the Contract fund and the insured's attained age, but will not decrease
below the face amount. The net single premium is used only in the calculation of
the death benefit, not for premium payment purposes. The following is a table of
illustrative net single premiums for $1 of death benefit.

<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
REGULAR ISSUE PREFERRED
- --------------------------------------------------------------------------------------------------------------------
INCREASE IN INCREASE IN
INSURANCE INSURANCE
MALE NET AMOUNT PER FEMALE NET AMOUNT PER
ATTAINED SINGLE $1 INCREASE ATTAINED SINGLE $1 INCREASE
AGE PREMIUM IN CONTRACT AGE PREMIUM IN CONTRACT
FUND FUND
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
25 .17000 $ 5.88 25 .15112 $ 6.62
35 .23700 $ 4.22 35 .21127 $ 4.73
55 .45209 $ 2.21 55 .40090 $ 2.49
65 .59468 $ 1.68 65 .53639 $ 1.86
- -------------------------------------------------------------------------------------------------------------------

- --------------------------------------------------------------------------------------------------------------------
GUARANTEED ISSUE
- --------------------------------------------------------------------------------------------------------------------
INCREASE IN INCREASE IN
INSURANCE INSURANCE
MALE NET AMOUNT PER FEMALE NET AMOUNT PER
ATTAINED SINGLE $1 INCREASE ATTAINED SINGLE $1 INCREASE
AGE PREMIUM IN CONTRACT AGE PREMIUM IN CONTRACT
FUND FUND
- --------------------------------------------------------------------------------------------------------------------
25 .18455 $ 5.42 25 .15687 $ 6.37
35 .25596 $ 3.91 35 .21874 $ 4.57
55 .47352 $ 2.11 55 .40746 $ 2.45
65 .60986 $ 1.64 65 .54017 $ 1.85
- --------------------------------------------------------------------------------------------------------------------
</TABLE>

Whenever the death benefit is determined in this way, Pruco Life reserves the
right to refuse to accept further premium payments.

With Pruco Life's consent, a Contract owner may be able to decrease the face
amount of the Contract. Any such decrease, however, may cause the Contract to
become a Modified Endowment Contract and have tax consequences.
See CHANGES IN FACE AMOUNT, below, and TAX TREATMENT OF CONTRACT BENEFITS, page
11.

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 11. A
Contract owner may make up to four withdrawals per year, subject to certain
requirements. The amount withdrawn must be at least $2,000 (in some states the
minimum withdrawal amount may be lower), and there is an administrative
processing fee of up to $15. 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 subaccount. A
Contract owner may not designate the subaccount[s] from which a withdrawal is to
be taken, although Contract owners may make up to four transfers each Contract
year. See TRANSFERS, page 6. 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 $50,000 under a
Contract issued on a guaranteed issue basis. 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 11. 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.

CHANGES IN FACE AMOUNT

Although there is no contractual right to do so, Pruco Life may permit a
Contract owner to decrease the Contract's face amount without withdrawing a
portion of the Contract fund. This can be done to reduce monthly charges. There
is an administrative processing fee of up to $15 for such a decrease. Contract
owners should carefully consider the

<PAGE>

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 11.
No decrease will be allowed below the minimum face amounts. Decreases in face
amount may also be combined with cash withdrawals. Furthermore, Pruco Life may
in its discretion allow an owner to increase a Contract's face amount based on
such factors as changes in the insured's salary.

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 11.

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 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 return of the Series Fund's portfolios. This
is because these tables assume an investment management fee and other estimated
Series Fund expenses totalling 0.55%. The 0.55% figure is based on an average of
the current management fees and expenses of the fifteen 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 0.55%, 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 premium tax
charge of 2% and reflect the fact that no charges for Federal or state income
taxes are currently made against the Account. The tables relate to 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 I VARIABLE LIFE INSURANCE CONTRACT
MALE PREFERRED ISSUE AGE 35
ASSUME PAYMENT OF $1,402.04 ANNUAL PREMIUMS FOR ALL 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 (-1.15% Net) (4.85% Net) (10.85% Net) (-1.15% Net) (4.85% Net) (10.85% Net)
---------- -------------- -------------- -------------- -------------- -------------- -------------- --------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1 $ 1,458 $100,000 $100,000 $ 100,000 $ 1,150 $ 1,220 $ 1,290
2 $ 2,975 $100,000 $100,000 $ 100,000 $ 2,187 $ 2,395 $ 2,612
3 $ 4,552 $100,000 $100,000 $ 100,000 $ 3,232 $ 3,649 $ 4,100
4 $ 6,192 $100,000 $100,000 $ 100,000 $ 4,189 $ 4,888 $ 5,675
5 $ 7,898 $100,000 $100,000 $ 100,000 $ 5,194 $ 6,250 $ 7,489
6 $ 9,672 $100,000 $100,000 $ 100,000 $ 6,176 $ 7,667 $ 9,489
7 $ 11,517 $100,000 $100,000 $ 100,000 $ 7,136 $ 9,144 $ 11,697
8 $ 13,435 $100,000 $100,000 $ 100,000 $ 8,076 $ 10,684 $ 14,140
9 $ 15,431 $100,000 $100,000 $ 100,000 $ 8,995 $ 12,289 $ 16,840
10 $ 17,506 $100,000 $100,000 $ 100,000 $ 9,891 $ 13,963 $ 19,828
15 $ 29,197 $100,000 $100,000 $ 104,082 $14,067 $ 23,517 $ 40,370
20 $ 43,420 $100,000 $100,000 $ 163,712 $17,550 $ 35,301 $ 74,013
25 $ 60,725 $100,000 $100,000 $ 250,125 $20,521 $ 50,782 $130,490
30 (Age 65) $ 81,779 $100,000 $117,788 $ 373,761 $22,026 $ 70,046 $222,268
35 $107,394 $100,000 $139,843 $ 554,665 $21,072 $ 93,365 $370,316
40 $138,559 $100,000 $165,006 $ 826,103 $16,246 $121,595 $608,764
45 $176,476 $100,000(2) $194,955 $1,241,864 $ 3,720(2) $155,471 $990,350
</TABLE>

(1) Assumes no Contract loan has been made.

(2) Based on a gross return of 0%, the Contract would go into default in
policy year 46, unless an additional premium payment was made.

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

<PAGE>

PRUSELECT I VARIABLE LIFE INSURANCE CONTRACT
MALE PREFERRED ISSUE AGE 35
ASSUME PAYMENT OF $1,402.04 ANNUAL PREMIUMS FOR ALL 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 (-1.45% Net) (4.55% Net) (10.55% Net) (-1.45% Net) (4.55% Net) (10.55% Net)
---------- -------------- -------------- -------------- -------------- -------------- -------------- --------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1 $ 1,458 $100,000 $100,000 $100,000 $ 1,101 $ 1,169 $ 1,238
2 $ 2,975 $100,000 $100,000 $100,000 $ 2,084 $ 2,284 $ 2,493
3 $ 4,552 $100,000 $100,000 $100,000 $ 3,043 $ 3,440 $ 3,870
4 $ 6,192 $100,000 $100,000 $100,000 $ 3,882 $ 4,542 $ 5,287
5 $ 7,898 $100,000 $100,000 $100,000 $ 4,792 $ 5,784 $ 6,950
6 $ 9,672 $100,000 $100,000 $100,000 $ 5,674 $ 7,069 $ 8,775
7 $ 11,517 $100,000 $100,000 $100,000 $ 6,530 $ 8,398 $ 10,781
8 $ 13,435 $100,000 $100,000 $100,000 $ 7,357 $ 9,774 $ 12,986
9 $ 15,431 $100,000 $100,000 $100,000 $ 8,156 $11,198 $ 15,412
10 $ 17,506 $100,000 $100,000 $100,000 $ 8,925 $12,670 $ 18,081
15 $ 29,197 $100,000 $100,000 $100,000 $12,267 $20,796 $ 36,110
20 $ 43,420 $100,000 $100,000 $143,883 $14,535 $30,264 $ 65,048
25 $ 60,725 $100,000 $100,000 $210,416 $15,130 $41,090 $109,774
30 (Age 65) $ 81,779 $100,000 $100,000 $298,844 $13,010 $53,409 $177,716
35 $107,394 $100,000 $101,273 $417,576 $ 5,963 $67,614 $278,790
40 $138,559 $ 0(2) $112,922 $578,282 $ 0(2) $83,213 $426,142
45 $176,476 $ 0 $124,408 $797,619 $ 0 $99,211 $636,077
</TABLE>
(1) Assumes no Contract loan has been made.

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

T2
<PAGE>
<TABLE>
<CAPTION>

PRUSELECT I VARIABLE LIFE INSURANCE CONTRACT
MALE PREFERRED ISSUE AGE 55
ASSUME PAYMENT OF $3,573.47 ANNUAL PREMIUMS FOR ALL 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 (-1.15% Net) (4.85% Net) (10.85% Net) (-1.15% Net) (4.85% Net) (10.85% Net)
---------- -------------- -------------- -------------- -------------- -------------- -------------- --------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1 $ 3,716 $100,000 $100,000 $100,000 $ 2,889 $ 3,066 $ 3,243
2 $ 7,581 $100,000 $100,000 $100,000 $ 5,473 $ 5,999 $ 6,547
3 $ 11,601 $100,000 $100,000 $100,000 $ 8,069 $ 9,123 $ 10,265
4 $ 15,782 $100,000 $100,000 $100,000 $10,431 $ 12,197 $ 14,189
5 $ 20,129 $100,000 $100,000 $100,000 $12,909 $ 15,579 $ 18,716
6 $ 24,651 $100,000 $100,000 $100,000 $15,324 $ 19,100 $ 23,720
7 $ 29,353 $100,000 $100,000 $100,000 $17,677 $ 22,768 $ 29,261
8 $ 34,244 $100,000 $100,000 $100,000 $19,967 $ 26,594 $ 35,407
9 $ 39,330 $100,000 $100,000 $100,000 $22,190 $ 30,587 $ 42,235
10 (Age 65) $ 44,620 $100,000 $100,000 $100,000 $24,346 $ 34,759 $ 49,837
15 $ 74,416 $100,000 $100,000 $152,785 $34,047 $ 58,907 $102,005
20 $110,668 $100,000 $123,389 $255,161 $41,767 $ 90,927 $188,031
25 $154,773 $100,000(2) $163,069 $409,816 $45,785(2) $130,042 $326,816
</TABLE>
(1) Assumes no Contract loan has been made.

(2) Based on a gross return of 0%, the Contract would go into default in
policy year 40, unless an additional premium payment was made.

T3
<PAGE>

PRUSELECT I VARIABLE LIFE INSURANCE CONTRACT
MALE PREFERRED ISSUE AGE 55
ASSUME PAYMENT OF $3,573.47 ANNUAL PREMIUMS FOR ALL 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 (-1.45% Net) (4.55% Net) (10.55% Net) (-1.45% Net) (4.55% Net) (10.55% Net)
---------- -------------- -------------- -------------- -------------- -------------- -------------- --------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1 $ 3,716 $100,000 $100,000 $100,000 $ 2,578 $ 2,746 $ 2,914
2 $ 7,581 $100,000 $100,000 $100,000 $ 4,817 $ 5,300 $ 5,805
3 $ 11,601 $100,000 $100,000 $100,000 $ 6,962 $ 7,911 $ 8,944
4 $ 15,782 $100,000 $100,000 $100,000 $ 8,763 $10,332 $ 12,111
5 $ 20,129 $100,000 $100,000 $100,000 $10,703 $13,052 $ 15,825
6 $ 24,651 $100,000 $100,000 $100,000 $12,531 $15,822 $ 19,875
7 $ 29,353 $100,000 $100,000 $100,000 $14,239 $18,642 $ 24,301
8 $ 34,244 $100,000 $100,000 $100,000 $15,816 $21,505 $ 29,144
9 $ 39,330 $100,000 $100,000 $100,000 $17,249 $24,408 $ 34,458
10 (Age 65) $ 44,620 $100,000 $100,000 $100,000 $18,526 $27,349 $ 40,310
15 $ 74,416 $100,000 $100,000 $120,571 $22,176 $42,733 $ 80,498
20 $110,668 $100,000 $100,000 $191,590 $18,857 $59,698 $141,185
25 $154,773 $100,000(2) $101,298 $286,358 $ 1,014(2) $80,782 $228,362
</TABLE>
(1) Assumes no Contract loan has been made.

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

<PAGE>

<TABLE>
<CAPTION>
PRUSELECT I VARIABLE LIFE INSURANCE CONTRACT
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 (-1.15% Net) (4.85% Net) (10.85% Net) (-1.15% Net) (4.85% Net) (10.85% Net)
---------- -------------- -------------- -------------- -------------- -------------- -------------- --------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1 $ 4,053 $100,000 $100,000 $ 100,000 $ 3,572 $ 3,779 $ 3,986
2 $ 8,268 $100,000 $100,000 $ 100,000 $ 6,837 $ 7,463 $ 8,115
3 $ 12,651 $100,000 $100,000 $ 100,000 $10,136 $ 11,404 $ 12,775
4 $ 17,210 $100,000 $100,000 $ 100,000 $13,204 $ 15,343 $ 17,750
5 $ 21,952 $100,000 $100,000 $ 100,000 $16,421 $ 19,672 $ 23,476
6 $ 26,883 $100,000 $100,000 $ 102,888 $19,595 $ 24,206 $ 29,823
7 $ 32,011 $100,000 $100,000 $ 122,905 $22,728 $ 28,960 $ 36,823
8 $ 33,291 $100,000 $100,000 $ 130,939 $22,231 $ 30,137 $ 40,544
9 $ 34,623 $100,000 $100,000 $ 139,535 $21,727 $ 31,362 $ 44,644
10 $ 36,008 $100,000 $100,000 $ 148,731 $21,216 $ 32,640 $ 49,163
15 $ 43,809 $100,000 $102,897 $ 205,579 $18,558 $ 39,911 $ 79,738
20 $ 53,300 $100,000 $107,842 $ 285,887 $15,499 $ 48,754 $ 129,247
25 $ 64,848 $100,000 $115,927 $ 407,719 $12,017 $ 60,479 $ 212,707
30 (Age 65) $ 78,898 $100,000 $125,534 $ 585,498 $ 6,897 $ 74,653 $ 348,184
35 $ 95,991 $ 0(2) $137,266 $ 848,603 $ 0(2) $ 91,644 $ 566,562
40 $116,788 $ 0 $152,126 $1,245,978 $ 0 $112,103 $ 918,173
45 $142,090 $ 0 $171,193 $1,856,781 $ 0 $136,521 $1,480,727
</TABLE>

(1) Assumes no Contract loan has been made.

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

<PAGE>

<TABLE>
<CAPTION>
PRUSELECT I VARIABLE LIFE INSURANCE CONTRACT
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 (-1.45% Net) (4.55% Net) (10.55% Net) (-1.45% Net) (4.55% Net) (10.55% Net)
---------- -------------- -------------- -------------- -------------- -------------- -------------- --------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1 $ 4,053 $100,000 $100,000 $ 100,000 $ 3,517 $ 3,722 $ 3,927
2 $ 8,268 $100,000 $100,000 $ 100,000 $ 6,716 $ 7,331 $ 7,971
3 $ 12,651 $100,000 $100,000 $ 100,000 $ 9,865 $11,101 $ 12,439
4 $ 17,210 $100,000 $100,000 $ 100,000 $12,695 $14,771 $ 17,109
5 $ 21,952 $100,000 $100,000 $ 100,000 $15,742 $18,884 $ 22,566
6 $ 26,883 $100,000 $100,000 $ 100,000 $18,738 $23,181 $ 28,600
7 $ 32,011 $100,000 $100,000 $ 117,606 $21,684 $27,670 $ 35,236
8 $ 33,291 $100,000 $100,000 $ 124,729 $21,072 $28,641 $ 38,621
9 $ 34,623 $100,000 $100,000 $ 132,310 $20,450 $29,644 $ 42,333
10 $ 36,008 $100,000 $100,000 $ 140,376 $19,818 $30,678 $ 46,401
15 $ 43,809 $100,000 $100,000 $ 189,135 $16,414 $36,349 $ 73,360
20 $ 53,300 $100,000 $100,000 $ 255,532 $12,284 $42,849 $115,523
25 $ 64,848 $100,000 $100,000 $ 345,848 $ 6,624 $50,069 $180,429
30 (Age 65) $ 78,898 $ 0(2) $100,000 $ 468,697 $ 0(2) $57,873 $278,725
35 $ 95,991 $ 0 $100,000 $ 635,936 $ 0 $66,046 $424,576
40 $116,788 $ 0 $101,080 $ 864,139 $ 0 $74,487 $636,792
45 $142,090 $ 0 $103,660 $1,177,049 $ 0 $82,666 $938,661
</TABLE>
(1) Assumes no Contract loan has been made.

(2) Based on a gross return of 0%, the Contract would go into default in
policy year 30, unless an additional premium payment was made.

<PAGE>

<TABLE>
<CAPTION>
PRUSELECT I VARIABLE LIFE INSURANCE CONTRACT
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 (-1.15% Net) (4.85% Net) (10.85% Net) (-1.15% Net) (4.85% Net) (10.85% Net)
---------- -------------- -------------- -------------- -------------- -------------- -------------- --------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1 $ 7,938 $100,000 $100,000 $100,000 $ 6,843 $ 7,244 $ 7,644
2 $ 16,194 $100,000 $100,000 $100,000 $13,083 $ 14,295 $ 15,555
3 $ 24,780 $100,000 $100,000 $100,000 $19,399 $ 21,850 $ 24,504
4 $ 33,710 $100,000 $100,000 $100,000 $25,268 $ 29,410 $ 34,074
5 $ 42,997 $100,000 $100,000 $100,000 $31,443 $ 37,748 $ 45,136
6 $ 52,655 $100,000 $100,000 $107,120 $37,554 $ 46,519 $ 57,431
7 $ 62,699 $100,000 $101,239 $128,846 $43,605 $ 55,753 $ 70,955
8 $ 65,207 $100,000 $102,530 $137,996 $42,517 $ 57,964 $ 78,015
9 $ 67,815 $100,000 $103,897 $147,887 $41,389 $ 60,261 $ 85,776
10 (Age 65) $ 70,528 $100,000 $105,345 $158,588 $40,214 $ 62,646 $ 94,309
15 $ 85,808 $100,000 $113,846 $226,861 $33,338 $ 76,008 $151,461
20 $104,399 $100,000 $126,538 $333,842 $23,393 $ 93,247 $246,012
25 $127,017 $100,000(2) $143,034 $499,590 $ 5,301(2) $114,066 $398,408
</TABLE>

(1) Assumes no Contract loan has been made.

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

<PAGE>

<TABLE>
<CAPTION>
PRUSELECT I VARIABLE LIFE INSURANCE CONTRACT
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 (-1.45% Net) (4.55% Net) (10.55% Net) (-1.45% Net) (4.55% Net) (10.55% Net)
---------- -------------- -------------- -------------- -------------- -------------- -------------- --------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1 $ 7,938 $100,000 $100,000 $100,000 $ 6,533 $ 6,924 $ 7,316
2 $ 16,194 $100,000 $100,000 $100,000 $12,431 $13,597 $ 14,811
3 $ 24,780 $100,000 $100,000 $100,000 $18,224 $20,563 $ 23,098
4 $ 33,710 $100,000 $100,000 $100,000 $23,392 $27,321 $ 31,754
5 $ 42,997 $100,000 $100,000 $100,000 $28,985 $34,943 $ 41,943
6 $ 52,655 $100,000 $100,000 $100,000 $34,483 $42,935 $ 53,279
7 $ 62,699 $100,000 $100,000 $119,273 $39,892 $51,332 $ 65,684
8 $ 65,207 $100,000 $100,000 $126,639 $38,250 $52,783 $ 71,594
9 $ 67,815 $100,000 $100,000 $134,478 $36,493 $54,238 $ 77,998
10 (Age 65) $ 70,528 $100,000 $100,000 $142,817 $34,602 $55,695 $ 84,930
15 $ 85,808 $100,000 $100,000 $193,230 $22,306 $62,927 $129,008
20 $104,399 $100,000 $100,000 $262,079 $ 973 $69,666 $193,129
25 $127,017 $ 0(2) $100,000(2) $356,529 $ 0(2) $75,062(2) $284,321
</TABLE>

(1) Assumes no Contract loan has been made.

(2) Based on a gross return of 0%, the Contract would go into default in
policy year 21, unless an additional premium payment was made. Based on a
gross return of 6%, the Contract would go into default in policy year 42
unless an additional premium payment was made.

T8
<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 90% of its Contract fund, 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). The interest rate will not exceed any rate required by state
law and will not exceed the greater of 5% and the "Published Monthly Average"
for the calendar month ending 2 months before the calendar month of the Contract
anniversary. 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 1995 ranged from 7.11% to 8.71%.

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. If the Contract owner fails to
keep the Contract in force, the amount of unpaid Contract debt will be treated
as a distribution which may be taxable. See TAX TREATMENT OF CONTRACT BENEFITS--
Pre-Death Distributions, page 12, and LAPSE AND REINSTATEMENT, page 13.

When a loan is made, an amount equal to the loan proceeds will be transferred
out of the applicable subaccount[s]. The reduction will generally be made in the
same proportions as the value in each subaccount 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 subaccount[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 subaccount[s] will apply only to the amount remaining in those
subaccount[s]. 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 allocated to the 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, this page.

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.

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

<PAGE>

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 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 gross premiums paid, which in turn determine what part of
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 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

12
<PAGE>

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 is
owned by non-natural persons such as corporations.

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 Congress is also considering legislation to deny interest
deductions generally for loans on business-owned policies. 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.

In the event of the assignment of Contract benefits to natural persons, estate
or inheritance taxes may be due under certain circumstances. This depends on
individual circumstances.

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 11.

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 11.

13
<PAGE>

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.

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 11.

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.

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.

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.

14
<PAGE>

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.

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. 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 a 4% commission.
Moreover, trail commissions of up to 0.2% of the Contract fund as of the
Contract's anniversary may be paid. 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.

15
<PAGE>

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 6.

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.

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

LITIGATION

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

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 major 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 Money
Management Group 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.

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

IRA J. KLEINMAN, Director. -- Chief Marketing and Product Development Officer,
Prudential Individual Insurance Group since 1995; 1993 to 1995: President,
Prudential Select; Prior to 1993: Senior Vice President of The Prudential.

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

I. EDWARD PRICE, Vice Chairman and Director. -- Senior Vice President and
Actuary, Prudential Individual Insurance Group since 1995; 1994 to 1995: Chief
Executive Officer, Prudential International Insurance; 1993 to 1994: President,
Prudential International Insurance; Prior to 1993: Senior Vice President and
Company Actuary of The Prudential.

WILLIAM F. YELVERTON, Director. --Chief Executive Officer, Prudential Individual
Insurance Group since 1995; Prior to 1995: Chief Executive Officer, New York
Life Worldwide.

OFFICERS WHO ARE NOT DIRECTORS

BEVERLY R. BARNEY, Senior Vice President. -- Vice President and Re-Engineering
Officer, Prudential Individual Insurance Group since 1995; 1993 to 1995: Senior
Vice President and Associate Actuary, Prudential Direct; Prior to 1993: Senior
Vice President and Actuary of Pruco Life.

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

C. EDWARD CHAPLIN, Treasurer. -- Vice President and Treasurer of The Prudential
since 1995; 1993 to 1995: Managing Director and Assistant Treasurer of The
Prudential; 1992 to 1993: Vice President and Assistant Treasurer, Banking and
Cash Management for The Prudential; Prior to 1992: Regional Vice President of
Prudential Mortgage Capital Company.

CLIFFORD E. KIRSCH, Chief Legal Officer. -- Chief Counsel, Variable Products,
Law Department of The Prudential since 1995; 1994 to 1995: Associate General
Counsel with Paine Webber; Prior to 1994: Assistant Director in the Division of
Investment Management with the Securities and Exchange Commission.

RICHARD F. LAMBERT, Senior Vice President and Chief Actuary. -- Vice President
and Actuary, Prudential Individual Insurance Group since 1996; 1994 to 1996:
Vice President and Chief Actuary, Prudential Preferred Financial Services; 1993
to 1994: Vice President and Actuary, Prudential Preferred Financial Services;
Prior to 1993: Vice President and Associate Actuary of The Prudential.

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

MICHAEL R. SHAPIRO, Senior Vice President. -- Vice President, Marketing and
Product Development, Prudential Individual Insurance Group since 1996; Prior to
1996: Senior Vice President, Prudential Select Brokerage.

STEPHEN P. TOOLEY, Vice President, Comptroller and Chief Accounting Officer. --
Vice President, Product Performance, Prudential Individual Insurance Group since
1996; 1993 to 1996: Vice President and Comptroller, Prudential Insurance and
Financial Services; 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

17
<PAGE>

FINANCIAL STATEMENTS OF
PRUCO LIFE VARIABLE UNIVERSAL ACCOUNT

STATEMENTS OF NET ASSETS
December 31, 1995

<TABLE>
<CAPTION>
SUBACCOUNTS
--------------------------------------------------------------
MONEY DIVERSIFIED FLEXIBLE
TOTAL MARKET BOND EQUITY MANAGED
-------------- -------------- -------------- -------------- --------------
<S> <C> <C> <C> <C> <C>
ASSETS
Investment in shares of The Prudential Series
Fund, Inc.
Portfolios at net asset value [Note 2]........ $ 196,301,867 $ 8,924,149 $ 35,589,342 $ 31,431,181 $ 21,306,979
Receivable from Related Separate Account........ 1,088,575 0 0 0 552,690
-------------- -------------- -------------- -------------- --------------
Total Assets.................................. $ 197,390,442 $ 8,924,149 $ 35,589,342 $ 31,431,181 $ 21,859,669
============== ============== ============== ============== ==============
LIABILITIES
Payable to Related Separate Account............. 85,740 54,286 25,089 0 0
-------------- -------------- -------------- -------------- --------------
NET ASSETS........................................ $ 197,304,702 $ 8,869,863 $ 35,564,253 $ 31,431,181 $ 21,859,669
============== ============== ============== ============== ==============
NET ASSETS, representing:
Equity of Contract owners....................... $ 194,293,506 $ 6,609,354 $ 35,522,745 $ 31,342,009 $ 21,859,669
Equity of Pruco Life Insurance Company.......... 3,011,196 2,260,509 41,508 89,172 0
-------------- -------------- -------------- -------------- --------------
$ 197,304,702 $ 8,869,863 $ 35,564,253 $ 31,431,181 $ 21,859,669
============== ============== ============== ============== ==============
</TABLE>

STATEMENTS OF OPERATIONS
For the year ended December 31, 1995

EXPENSES
Charges to Contract owners for assuming
mortality risk and expense risk [Note 3A]..... 912,810 51,483 142,925 134,114 114,363
Reimbursement for excess expenses [Note 3C]..... (7,013) 0 0 0 0
-------------- -------------- -------------- -------------- --------------
NET EXPENSES...................................... 905,797 51,483 142,925 134,114 114,363
-------------- -------------- -------------- -------------- --------------
NET INVESTMENT INCOME (LOSS)...................... 5,751,879 469,134 1,810,053 413,265 466,846
-------------- -------------- -------------- -------------- --------------
NET REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS
Capital gains distributions received............ 4,305,511 0 75,332 1,044,826 853,956
Realized gain (loss) on shares redeemed
[average cost basis].......................... 1,091,047 0 28,004 73,478 570,360
Net unrealized gain on investments.............. 19,262,162 0 2,492,319 4,223,477 1,861,363
-------------- -------------- -------------- -------------- --------------
NET GAIN (LOSS) ON INVESTMENTS.................... 24,658,720 0 2,595,655 5,341,781 3,285,679
-------------- -------------- -------------- -------------- --------------
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS....................... $ 30,410,599 $ 469,134 $ 4,405,708 $ 5,755,046 $ 3,752,525
============== ============== ============== ============== ==============
</TABLE>

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

<PAGE>

STATEMENTS OF NET ASSETS (CONTINUED)
December 31, 1995
<TABLE>
<CAPTION>
SUBACCOUNTS (CONTINUED)
------------------------------------------------------------------------------
ZERO ZERO
COUPON COUPON HIGH
CONSERVATIVE BOND BOND YIELD STOCK
BALANCED 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]........ $ 34,493,958 $ 0 $ 536,740 $ 865,605 $ 34,174,963
Receivable from Related Separate Account........ 535,885 0 0 0 0
-------------- -------------- -------------- -------------- --------------
Total Assets.................................. $ 35,029,843 $ 0 $ 536,740 $ 865,605 $ 34,174,963
============== ============== ============== ============== ==============
LIABILITIES
Payable to Related Separate Account............. 0 0 0 0 0
-------------- -------------- -------------- -------------- --------------
NET ASSETS........................................ $ 35,029,843 $ 0 $ 536,740 $ 865,605 $ 34,174,963
============== ============== ============== ============== ==============
NET ASSETS, representing:
Equity of Contract owners....................... $ 35,029,843 $ 0 $ 149,377 $ 846,421 $ 34,123,464
Equity of Pruco Life Insurance Company.......... 0 0 387,363 19,184 51,499
-------------- -------------- -------------- -------------- --------------
$ 35,029,843 $ 0 $ 536,740 $ 865,605 $ 34,174,963
============== ============== ============== ============== ==============

EQUITY NATURAL
INCOME RESOURCES GLOBAL
-------------- -------------- --------------
<S> <C> <C> <C>
ASSETS
Investment in shares of The Prudential Series
Fund, Inc.
Portfolios at net asset value [Note 2]........ $ 16,435,787 $ 765,224 $ 8,044,183
Receivable from Related Separate Account........ 0 0 0
-------------- -------------- --------------
Total Assets.................................. $ 16,435,787 $ 765,224 $ 8,044,183
============== ============== ==============
LIABILITIES
Payable to Related Separate Account............. 0 0 0
-------------- -------------- --------------
NET ASSETS........................................ $ 16,435,787 $ 765,224 $ 8,044,183
============== ============== ==============
NET ASSETS, representing:
Equity of Contract owners....................... $ 16,406,512 $ 746,091 $ 8,009,107
Equity of Pruco Life Insurance Company.......... 29,275 19,133 35,076
-------------- -------------- --------------
$ 16,435,787 $ 765,224 $ 8,044,183
============== ============== ==============
</TABLE>

<PAGE>

STATEMENTS OF OPERATIONS (CONTINUED)
For the year ended December 31, 1995
<TABLE>
<CAPTION>
SUBACCOUNTS (CONTINUED)
------------------------------------------------------------------------------
ZERO ZERO
COUPON COUPON HIGH
CONSERVATIVE BOND BOND YIELD STOCK
BALANCED 1995 2000 BOND INDEX
-------------- -------------- -------------- -------------- --------------
<S> <C> <C> <C> <C> <C>
INVESTMENT INCOME
Dividend distributions received................. $ 1,301,092 $ 196,484 $ 36,060 $ 91,067 $ 579,979

EXPENSES
Charges to Contract owners for assuming
mortality risk and expense risk [Note 3A]..... 178,304 14,936 1,391 5,015 142,397
Reimbursement for excess expenses [Note 3C]..... 0 (6,589) (251) 0 0
-------------- -------------- -------------- -------------- --------------
NET EXPENSES...................................... 178,304 8,347 1,140 5,015 142,397
-------------- -------------- -------------- -------------- --------------
NET INVESTMENT INCOME (LOSS)...................... 1,122,788 188,137 34,920 86,052 437,582
-------------- -------------- -------------- -------------- --------------
NET REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS
Capital gains distributions received............ 1,136,745 48,674 32,030 0 232,361
Realized gain (loss) on shares redeemed
[average cost basis].......................... 252,185 (153,431) (6,499) 14,691 228,489
Net unrealized gain on investments.............. 2,076,040 94,086 3,706 33,141 6,328,106
-------------- -------------- -------------- -------------- --------------
NET GAIN (LOSS) ON INVESTMENTS.................... 3,464,970 (10,671) 29,237 47,832 6,788,956
-------------- -------------- -------------- -------------- --------------
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS....................... $ 4,587,758 $ 177,466 $ 64,157 $ 133,884 $ 7,226,538
============== ============== ============== ============== ==============

EQUITY NATURAL
INCOME RESOURCES GLOBAL
-------------- -------------- --------------
<S> <C> <C> <C>
INVESTMENT INCOME
Dividend distributions received................. $ 546,563 $ 10,302 $ 112,681
EXPENSES
Charges to Contract owners for assuming
mortality risk and expense risk [Note 3A]..... 78,311 4,251 30,228
Reimbursement for excess expenses [Note 3C]..... 0 (3) 0
-------------- -------------- --------------
NET EXPENSES...................................... 78,311 4,248 30,228
-------------- -------------- --------------
NET INVESTMENT INCOME (LOSS)...................... 468,252 6,054 82,453
-------------- -------------- --------------
NET REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS
Capital gains distributions received............ 680,332 35,173 147,906
Realized gain (loss) on shares redeemed
[average cost basis].......................... 11,573 53,167 4,237
Net unrealized gain on investments.............. 1,305,180 118,192 433,961
-------------- -------------- --------------
NET GAIN (LOSS) ON INVESTMENTS.................... 1,997,085 206,532 586,104
-------------- -------------- --------------
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS....................... $ 2,465,337 $ 212,586 $ 668,557
============== ============== ==============
</TABLE>

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

<PAGE>

STATEMENTS OF NET ASSETS (CONTINUED)
December 31, 1995

<TABLE>
<CAPTION>
SUBACCOUNTS
--------------------------------------------------------------
ZERO
COUPON SMALL
GOVERNMENT BOND PRUDENTIAL CAPITALIZATION
INCOME 2005 JENNISON STOCK
-------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
ASSETS
Investment in shares of The Prudential Series
Fund, Inc.
Portfolios at net asset value [Note 2]........ $ 2,345,009 $ 891,932 $ 37,493 $ 459,322
Receivable from Related Separate Account........ 0 0 0 0
-------------- -------------- -------------- --------------
Total Assets.................................. $ 2,345,009 $ 891,932 $ 37,493 $ 459,322
============== ============== ============== ==============
LIABILITIES
Payable to Related Separate Account............. 0 0 6,365 0
-------------- -------------- -------------- --------------
NET ASSETS........................................ $ 2,345,009 $ 891,932 $ 31,128 $ 459,322
============== ============== ============== ==============
NET ASSETS, representing:
Equity of Contract owners....................... $ 2,322,183 $ 876,292 $ 14,122 $ 436,317
Equity of Pruco Life Insurance Company.......... 22,826 15,640 17,006 23,005
-------------- -------------- -------------- --------------
$ 2,345,009 $ 891,932 $ 31,128 $ 459,322
============== ============== ============== ==============
</TABLE>

STATEMENTS OF OPERATIONS (CONTINUED)
For the year ended December 31, 1995

EXPENSES
Charges to Contract owners for assuming
mortality risk and expense risk [Note 3A]..... 12,463 2,523 14 92
Reimbursement for excess expenses [Note 3C]..... 0 (170) 0 0
-------------- -------------- -------------- --------------
NET EXPENSES...................................... 12,463 2,353 14 92
-------------- -------------- -------------- --------------
NET INVESTMENT INCOME (LOSS)...................... 139,648 26,758 (8) (55)
-------------- -------------- -------------- --------------
NET REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS
Capital gains distributions received............ 0 18,081 0 95
Realized gain (loss) on shares redeemed
[average cost basis].......................... 11,506 718 1,471 1,098
Net unrealized gain on investments.............. 220,405 68,079 1,016 3,091
-------------- -------------- -------------- --------------
NET GAIN (LOSS) ON INVESTMENTS.................... 231,911 86,878 2,487 4,284
-------------- -------------- -------------- --------------
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS....................... $ 371,559 $ 113,636 $ 2,479 $ 4,229
============== ============== ============== ==============
*Commenced
Business
on 5/1/95
</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, 1995 and 1994

<TABLE>
<CAPTION>
SUBACCOUNTS
--------------------------------------------------------------
MONEY DIVERSIFIED
TOTAL MARKET BOND
------------------------------ ------------------------------ ------------------------------
1995 1994 1995 1994 1995 1994
-------------- -------------- -------------- -------------- -------------- --------------
<S> <C> <C> <C> <C> <C> <C>

OPERATIONS:
Net investment income (loss)..... $ 5,751,879 $ 2,976,084 $ 469,134 $ 112,867 $ 1,810,053 $ 958,552
Capital gains distributions
received....................... 4,305,511 1,785,621 0 0 75,332 27,552
Realized gain (loss) on shares
redeemed [average cost basis].. 1,091,047 (792,206) 0 0 28,004 (45,805)
Net unrealized gain (loss) on
investments.................... 19,262,162 (5,480,393) 0 0 2,492,319 (1,407,374)
-------------- -------------- -------------- -------------- -------------- --------------
NET INCREASE (DECREASE) IN NET
ASSETS RESULTING FROM OPERATIONS. 30,410,599 (1,510,894) 469,134 112,867 4,405,708 (467,075)
-------------- -------------- -------------- -------------- -------------- --------------
NET INCREASE (DECREASE) IN NET
ASSETS RESULTING FROM PREMIUM
PAYMENTS AND OTHER OPERATING
TRANSFERS........................ 45,591,174 48,595,038 (6,161,870) 9,294,783 12,271,219 8,748,753
-------------- -------------- -------------- -------------- -------------- --------------
NET INCREASE (DECREASE) IN NET
ASSETS RESULTING FROM SURPLUS
TRANSFERS........................ 2,462,368 251,763 1,824,330 335,632 7,946 (39,503)
-------------- -------------- -------------- -------------- -------------- --------------
TOTAL INCREASE (DECREASE)
IN NET ASSETS.................... 78,464,141 47,335,907 (3,868,406) 9,743,282 16,684,873 8,242,175

NET ASSETS:
Beginning of year................ 118,840,561 71,504,654 12,738,269 2,994,987 18,879,380 10,637,205
-------------- -------------- -------------- -------------- -------------- --------------
End of year...................... $ 197,304,702 $ 118,840,561 $ 8,869,863 $ 12,738,269 $ 35,564,253 $ 18,879,380
============== ============== ============== ============== ============== ==============
</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, 1995 and 1994
<TABLE>
<CAPTION>
SUBACCOUNTS (CONTINUED)
--------------------------------------------------------------
FLEXIBLE
EQUITY MANAGED
------------------------------ ------------------------------
1995 1994 1995 1994
-------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
OPERATIONS:
Net investment income (loss)..... $ 413,265 $ 220,739 $ 466,846 $ 277,404
Capital gains distributions
received....................... 1,044,826 546,810 853,956 398,988
Realized gain (loss) on shares
redeemed [average cost basis].. 73,478 146,569 570,360 (975,042)
Net unrealized gain (loss) on
investments.................... 4,223,477 (636,156) 1,861,363 (548,106)
-------------- -------------- -------------- --------------
NET INCREASE (DECREASE) IN NET
ASSETS RESULTING FROM OPERATIONS. 5,755,046 277,962 3,752,525 (846,756)
-------------- -------------- -------------- --------------
NET INCREASE (DECREASE) IN NET
ASSETS RESULTING FROM PREMIUM
PAYMENTS AND OTHER OPERATING
TRANSFERS........................ 10,673,446 7,320,351 5,268,603 (2,324,709)
-------------- -------------- -------------- --------------
NET INCREASE (DECREASE) IN NET
ASSETS RESULTING FROM SURPLUS
TRANSFERS........................ 118,454 (22,963) 108,448 207,468
-------------- -------------- -------------- --------------
TOTAL INCREASE (DECREASE)
IN NET ASSETS.................... 16,546,946 7,575,350 9,129,576 (2,963,997)

NET ASSETS:
Beginning of year................ 14,884,235 7,308,885 12,730,093 15,694,090
-------------- -------------- -------------- --------------
End of year...................... $ 31,431,181 $ 14,884,235 $ 21,859,669 $ 12,730,093
============== ============== ============== ==============

ZERO
COUPON
CONSERVATIVE BOND
BALANCED 1995
------------------------------ ------------------------------
1995 1994 1995 1994
-------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
OPERATIONS:
Net investment income (loss)..... $ 1,122,788 $ 646,637 $ 188,137 $ 97,929
Capital gains distributions
received....................... 1,136,745 241,697 48,674 399
Realized gain (loss) on shares
redeemed [average cost basis].. 252,185 (3,152) (153,431) (761)
Net unrealized gain (loss) on
investments.................... 2,076,040 (1,182,101) 94,086 (93,305)
-------------- -------------- -------------- --------------
NET INCREASE (DECREASE) IN NET
ASSETS RESULTING FROM OPERATIONS. 4,587,758 (296,919) 177,466 4,262
-------------- -------------- -------------- --------------
NET INCREASE (DECREASE) IN NET
ASSETS RESULTING FROM PREMIUM
PAYMENTS AND OTHER OPERATING
TRANSFERS........................ 6,371,894 4,738,275 (3,120,154) 2,947,721
-------------- -------------- -------------- --------------
NET INCREASE (DECREASE) IN NET
ASSETS RESULTING FROM SURPLUS
TRANSFERS........................ (10,793) (93,449) (17,762) (30,982)
-------------- -------------- -------------- --------------
TOTAL INCREASE (DECREASE)
IN NET ASSETS.................... 10,948,859 4,347,907 (2,960,450) 2,921,001
NET ASSETS:
Beginning of year................ 24,080,984 19,733,077 2,960,450 39,449
-------------- -------------- -------------- --------------
End of year...................... $ 35,029,843 $ 24,080,984 $ 0 $ 2,960,450
============== ============== ============== ==============
</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, 1995 and 1994

<TABLE>
<CAPTION>
SUBACCOUNTS
----------------------------------------------------------------------------------------------
ZERO
COUPON HIGH
BOND YIELD STOCK
2000 BOND INDEX
------------------------------ ------------------------------ ------------------------------
1995 1994 1995 1994 1995 1994
-------------- -------------- -------------- -------------- -------------- --------------
<S> <C> <C> <C> <C> <C> <C>
OPERATIONS:
Net investment income (loss)..... $ 34,920 $ 5,274 $ 86,052 $ 27,776 $ 437,582 $ 269,539
Capital gains distributions
received....................... 32,030 169 0 0 232,361 18,420
Realized gain (loss) on shares
redeemed [average cost basis].. (6,499) (3,957) 14,691 159 228,489 27,972
Net unrealized gain (loss) on
investments.................... 3,706 (10,721) 33,141 (37,669) 6,328,106 (190,892)
-------------- -------------- -------------- -------------- -------------- --------------
NET INCREASE (DECREASE) IN NET
ASSETS RESULTING FROM OPERATIONS. 64,157 (9,235) 133,884 (9,734) 7,226,538 125,039
-------------- -------------- -------------- -------------- -------------- --------------
NET INCREASE (DECREASE) IN NET
ASSETS RESULTING FROM PREMIUM
PAYMENTS AND OTHER OPERATING
TRANSFERS........................ 26,150 10,930 306,768 258,867 10,570,564 6,121,839
-------------- -------------- -------------- -------------- -------------- --------------
NET INCREASE (DECREASE) IN NET
ASSETS RESULTING FROM SURPLUS
TRANSFERS........................ 344,989 (5,495) 8,247 (2,404) 25,718 (26,394)
-------------- -------------- -------------- -------------- -------------- --------------
TOTAL INCREASE (DECREASE)
IN NET ASSETS.................... 435,296 (3,800) 448,899 246,729 17,822,820 6,220,484

NET ASSETS:
Beginning of year................ 101,444 105,244 416,706 169,977 16,352,143 10,131,659
-------------- -------------- -------------- -------------- -------------- --------------
End of year...................... $ 536,740 $ 101,444 $ 865,605 $ 416,706 $ 34,174,963 $ 16,352,143
============== ============== ============== ============== ============== ==============
</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, 1995 and 1994
<TABLE>
<CAPTION>
SUBACCOUNTS (CONTINUED)
----------------------------------------------------------------------------------------------
EQUITY NATURAL
INCOME RESOURCES GLOBAL**
------------------------------ ------------------------------ ------------------------------
1995 1994 1995 1994 1995 1994
-------------- -------------- -------------- -------------- -------------- --------------
<S> <C> <C> <C> <C> <C> <C>
OPERATIONS:
Net investment income (loss)..... $ 468,252 $ 272,094 $ 6,054 $ 3,103 $ 82,453 $ 2,488
Capital gains distributions
received....................... 680,332 535,607 35,173 15,956 147,906 17
Realized gain (loss) on shares
redeemed [average cost basis].. 11,573 58,664 53,167 3,779 4,237 0
Net unrealized gain (loss) on
investments.................... 1,305,180 (959,390) 118,192 (77,634) 433,961 (171,640)
-------------- -------------- -------------- -------------- -------------- --------------
NET INCREASE (DECREASE) IN NET
ASSETS RESULTING FROM OPERATIONS. 2,465,337 (93,025) 212,586 (54,796) 668,557 (169,135)
-------------- -------------- -------------- -------------- -------------- --------------
NET INCREASE (DECREASE) IN NET
ASSETS RESULTING FROM PREMIUM
PAYMENTS AND OTHER OPERATING
TRANSFERS....................... 3,428,318 7,837,695 (355,647) 456,694 4,563,976 3,004,706
-------------- -------------- -------------- -------------- -------------- --------------
NET INCREASE (DECREASE) IN NET
ASSETS RESULTING FROM SURPLUS
TRANSFERS........................ (20,008) (33,915) (4,104) (25,105) (15,748) (8,173)
-------------- -------------- -------------- -------------- -------------- --------------
TOTAL INCREASE (DECREASE)
IN NET ASSETS.................... 5,873,647 7,710,755 (147,165) 376,793 5,216,785 2,827,398

NET ASSETS:
Beginning of year................ 10,562,140 2,851,385 912,389 535,596 2,827,398 0
-------------- -------------- -------------- -------------- -------------- --------------
End of year...................... $ 16,435,787 $ 10,562,140 $ 765,224 $ 912,389 $ 8,044,183 $ 2,827,398
============== ============== ============== ============== ============== ==============
**Commenced
Business
on 5/1/94

<CAPTION>
GOVERNMENT
INCOME
------------------------------
1995 1994
-------------- --------------
<S> <C> <C>
OPERATIONS:
Net investment income (loss)..... $ 139,648 $ 79,939
Capital gains distributions
received....................... 0 0
Realized gain (loss) on shares
redeemed [average cost basis].. 11,506 (445)
Net unrealized gain (loss) on
investments.................... 220,405 (161,326)
-------------- --------------
NET INCREASE (DECREASE) IN NET
ASSETS RESULTING FROM OPERATIONS. 371,559 (81,832)
-------------- --------------
NET INCREASE (DECREASE) IN NET
ASSETS RESULTING FROM PREMIUM
PAYMENTS AND OTHER OPERATING
TRANSFERS....................... 575,758 156,323
-------------- --------------
NET INCREASE (DECREASE) IN NET
ASSETS RESULTING FROM SURPLUS
TRANSFERS........................ 40,705 (220)
-------------- --------------
TOTAL INCREASE (DECREASE)
IN NET ASSETS.................... 988,022 74,271

NET ASSETS:
Beginning of year................ 1,356,987 1,282,716
-------------- --------------
End of year...................... $ 2,345,009 $ 1,356,987
============== ==============
</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, 1995 and 1994

<TABLE>
<CAPTION>
SUBACCOUNTS
--------------------------------------------------------------
ZERO
COUPON SMALL
BOND PRUDENTIAL CAPITALIZATION
2005 JENNISON* STOCK*
------------------------------ -------------- --------------
1995 1994 1995 1995
-------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
OPERATIONS:
Net investment income (loss)..... $ 26,758 $ 1,743 $ (8) $ (55)
Capital gains distributions
received....................... 18,081 6 0 95
Realized gain (loss) on shares
redeemed [average cost basis].. 718 (187) 1,471 1,098
Net unrealized gain (loss) on
investments.................... 68,079 (4,079) 1,016 3,091
-------------- -------------- -------------- --------------

NET INCREASE (DECREASE) IN NET
ASSETS RESULTING FROM OPERATIONS. 113,636 (2,517) 2,479 4,229
-------------- -------------- -------------- --------------

NET INCREASE (DECREASE) IN NET
ASSETS RESULTING FROM PREMIUM
PAYMENTS AND OTHER OPERATING
TRANSFERS........................ 733,842 22,810 13,987 424,320
-------------- -------------- -------------- --------------

NET INCREASE (DECREASE) IN NET
ASSETS RESULTING FROM SURPLUS
TRANSFERS........................ 6,511 (2,734) 14,662 30,773
-------------- -------------- -------------- --------------

TOTAL INCREASE (DECREASE)
IN NET ASSETS.................... 853,989 17,559 31,128 459,322

NET ASSETS:
Beginning of year................ 37,943 20,384 0 0
-------------- -------------- -------------- --------------
End of year...................... $ 891,932 $ 37,943 $ 31,128 $ 459,322
============== ============== ============== ==============
*Commenced
Business
on 5/1/95
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A10 AND A11.

<PAGE>

NOTES TO FINANCIAL STATEMENTS OF
PRUCO LIFE VARIABLE UNIVERSAL ACCOUNT
FOR THE YEARS ENDED DECEMBER 31, 1995 AND DECEMBER 31, 1994

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 sixteen 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.

The Zero Coupon Bond 1995 subaccount was liquidated on November 15, 1995. On
that date, all shares held in the corresponding portfolio of the Series Fund
were redeemed and the redemption proceeds were transferred to the Money Market
subaccount, unless otherwise directed, in accordance with the prospectus.

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, 1995 were as
follows:
<TABLE>
<CAPTION>
PORTFOLIOS
--------------------------------------------------------------------------
PORTFOLIO MONEY DIVERSIFIED FLEXIBLE CONSERVATIVE
INFORMATION MARKET BOND EQUITY MANAGED BALANCED
- -------------------------- ------------ ------------- ------------- ------------- ---------------
<S> <C> <C> <C> <C> <C>
Number of shares: 892,415 3,145,847 1,225,872 1,193,045 2,253,217
Net asset value per share: $ 10.0000 $ 11.3131 $ 25.6399 $ 17.8593 $ 15.3088
Cost: $ 8,924,149 $ 34,403,248 $ 27,633,826 $ 20,291,299 $ 32,989,572

PORTFOLIOS (CONTINUED)
--------------------------------------------------------------------------
ZERO ZERO
COUPON COUPON HIGH
PORTFOLIO BOND BOND YIELD STOCK EQUITY
INFORMATION 1995 2000 BOND INDEX INCOME
- -------------------------- ------------ ------------- ------------- ------------- ---------------
<S> <C> <C> <C> <C> <C>
Number of shares: 0 40,438 110,969 1,712,510 1,010,134
Net asset value per share: $ 0.0000 $ 13.2730 $ 7.8004 $ 19.9561 $ 16.2709
Cost: $ 0 $ 545,508 $ 863,111 $ 26,969,182 $ 15,979,206
</TABLE>

<TABLE>
<CAPTION>
PORTFOLIOS (CONTINUED)
-----------------------------------------------------------------------------------------
ZERO SMALL
PORTFOLIO NATURAL GOVERNMENT COUPON PRUDENTIAL CAPITALIZATION
INFORMATION RESOURCES GLOBAL INCOME BOND 2005 JENNISON STOCK
- -------------------------- ------------ ------------- ------------- ------------- --------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Number of shares: 44,305 517,870 200,105 67,622 2,988 38,816
Net asset value per share: $ 17.2718 $ 15.5332 $ 11.7189 $ 13.1899 $ 12.5468 $ 11.8334
Cost: $ 705,323 $ 7,781,862 $ 2,226,367 $ 826,742 $ 36,476 $ 456,230
</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.

A10

<PAGE>

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.

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 Equity Income 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 (withdrawals) of Pruco Life to the Account.

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, Diversified Bond, Equity, Flexible Managed, Conservative Balanced,
Zero Coupon Bond 1995, Zero Coupon Bond 2000, High Yield Bond, Stock Index,
Equity Income, Natural Resources, Global, Government Income, Zero Coupon Bond
2005, Prudential Jennison, and Small Capitalization Stock subaccounts) as of
December 31, 1995, 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, 1995. 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, 1995,
the results of their operations, and the changes in their net assets for the
respective stated periods in conformity with generally accepted accounting
principles.

Deloitte & Touche LLP

Parsippany, New Jersey
February 15, 1996

A12

<PAGE>

CONSOLIDATED FINANCIAL STATEMENTS OF
PRUCO LIFE INSURANCE COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
<TABLE>
<CAPTION>
December 31,
1995 1994
---------- ----------
($000's)
<S> <C> <C>
ASSETS
Fixed maturities (market value $2,598,439
and $2,596,172) ............................ $2,510,783 $2,647,315
Equity securities (cost $5,317 and $5,434) .... 4,009 3,326
Mortgage loans ................................ 64,464 71,919
Investment in real estate ..................... 4,059 7,189
Policy loans .................................. 569,273 493,862
Other long-term investments ................... 4,159 4,044
Short-term investments ........................ 228,016 191,455
---------- ----------
Total Investments .......................... 3,384,763 3,419,110

Cash .......................................... 41,435 27,780
Accrued investment income ..................... 59,862 59,382
Premiums due and deferred ..................... 19,521 16,821
Receivable from affiliates .................... 8,275 7,517
Federal income taxes-from affiliate ........... 8,875 23,306
Other assets .................................. 9,436 25,102
Assets held in Separate Accounts .............. 4,285,269 3,511,784
---------- ----------
TOTAL ASSETS .......................................... $7,817,436 $7,090,802
========== ==========

LIABILITIES AND STOCKHOLDER'S EQUITY

LIABILITIES:
Policy liabilities and insurance reserves:
Future policy benefits and claims .......... $2,606,856 $2,767,552
Other policy claims and benefits payable ... 13,822 15,184
Interest Maintenance Reserve (IMR) ......... 27,282 21,802
Payable to affiliates ......................... 41,584 30,257
Other liabilities ............................. 52,865 131,695
Asset Valuation Reserve (AVR) ................. 37,268 23,690
Liabilities related to Separate Accounts ...... 4,208,737 3,424,535
---------- ----------
TOTAL LIABILITIES ...................................... 6,988,414 6,414,715
---------- ----------
STOCKHOLDER'S EQUITY:
Common Stock, $10 par value; authorized,
1,000,000 shares; issued and outstanding,
250,000 shares ............................. 2,500 2,500
Paid-in capital ............................... 439,582 439,582
Unassigned surplus ............................ 386,940 234,005
---------- ----------
TOTAL STOCKHOLDER'S EQUITY ............................. 829,022 676,087
---------- ----------
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY ............. $7,817,436 $7,090,802
========== ==========
</TABLE>

<PAGE>

CONSOLIDATED FINANCIAL STATEMENTS OF
PRUCO LIFE INSURANCE COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Years ended
December 31,
1995 1994 1993
--------- --------- ---------
($000's)
<S> <C> <C> <C>
REVENUE
Premiums and annuity considerations ...... $ 570,440 $ 611,820 $ 563,900
Net investment income .................... 250,386 245,977 260,939
Net realized investment gains/(losses) ... 3,952 (21,215) 8,878
Other income ............................. 40,987 13,259 18,882
--------- --------- ---------

TOTAL REVENUE ..................................... 865,765 849,841 852,599
--------- --------- ---------

BENEFITS AND EXPENSES

Current and future benefits and claims ... 512,988 559,658 534,354
Commission expenses ...................... 25,755 30,169 28,386
General, administrative and other expenses 118,808 119,309 129,171
--------- --------- ---------

TOTAL BENEFITS AND EXPENSES ....................... 657,551 709,136 691,911
--------- --------- ---------

Income before provision in lieu of federal
income tax ............................. 208,214 140,705 160,688
Provision in lieu of federal
income tax ............................. (50,013) (87,750) (83,640)
--------- --------- ---------
NET INCOME ........................................ $ 158,201 $ 52,955 $ 77,048
========= ========= =========
</TABLE>

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
<TABLE>
<CAPTION>
Years ended
December 31,
1995 1994 1993
--------- --------- ---------
($000's)
<S> <C> <C> <C>
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 ................ 234,005 176,711 162,530
Net income ................................ 158,201 52,955 77,048
Net unrealized investment gains/(losses) .. 8,761 5,814 (9,351)
(Increase) decrease in non-admitted assets (449) (477) 575
(Increase) decrease in AVR ................ (13,578) (998) 5,909
Dividends to stockholder .................. -- -- (60,000)
--------- --------- ---------
Balance, end of year ...................... 386,940 234,005 176,711
--------- --------- ---------
TOTAL STOCKHOLDER'S EQUITY ......................... $ 829,022 $ 676,087 $ 618,793
========= ========= =========
</TABLE>

CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Years ended
December 31,
1995 1994 1993
----------- ----------- -----------
($000's)
<S> <C> <C> <C>
CASH FLOW FROM OPERATING ACTIVITIES
Net income .................................. $ 158,201 $ 52,955 $ 77,048
Adjustments to reconcile net income
to net cash from operations:
Increase/(Decrease) in policy
liabilities and insurance reserves ........ (162,058) (143,153) (124,602)
Net decrease in Separate Accounts ........... 10,717 5,674 12,173
Net realized investment (gains)/losses ...... (3,952) 21,215 (8,878)
Depreciation, amortization and
other non-cash items ...................... (2,854) 314 1,907
(Increase)/decrease in operating assets:
Policy loans .............................. (75,411) (73,591) (71,472)
Notes receivable from affiliates .......... -- 50,000 9,000
Interest receivable from affiliates ....... -- 23 420
Accrued investment income ................. (480) (2,597) 880
Premiums due and deferred ................. (2,700) (252) (880)
Receivable from affiliates ................ (758) (637) 1,970
Federal income taxes--from affiliate ...... 14,467 (19,155) 6,879
Other assets .............................. 15,666 (9,273) (9,481)
Increase/(decrease) in operating liabilities:
Payable to affiliates ..................... 11,327 (24,029) 13,260
Federal income taxes--to affiliate ........ (36) -- --
Other liabilities ......................... (78,830) 27,710 34,632
----------- ----------- -----------
CASH FLOW FROM (USED FOR) OPERATING ACTIVITIES ....... (116,701) (114,796) (57,144)
----------- ----------- -----------
CASH FLOW FROM INVESTING ACTIVITIES
Proceeds from the sale/maturity of:
Fixed maturities .......................... 2,031,587 2,710,424 1,687,992
Equity securities ......................... 5,557 1,909 4,032
Mortgage loans ............................ 7,395 10,821 21,691
Other long-term investments ............... 1,559 607 520
Investment in real estate ................. 2,925 8,676 --
Payments for the purchase of:
Fixed maturities .......................... (1,876,232) (2,561,081) (1,483,234)
Equity securities ......................... (4,279) (2,436) (3,068)
Mortgage loans ............................ -- (35,276) (918)
Other long-term investments ............... (1,674) (1,584) (84)
Investment in real estate ................. -- -- (20)
Net proceeds/(payments) of short-term
investments ............................... (36,482) 9,845 (116,735)
----------- ----------- -----------
CASH FLOW FROM INVESTING ACTIVITIES .................. 130,356 141,905 110,176
----------- ----------- -----------
CASH FLOW FROM FINANCING ACTIVITIES
Dividends paid .............................. -- -- (60,000)
----------- ----------- -----------
Net increase/(decrease) in Cash ............. 13,655 27,109 (6,968)
Cash, beginning of year ..................... 27,780 671 7,639
----------- ----------- -----------
CASH, END OF YEAR .................................... $ 41,435 $ 27,780 $ 671
=========== =========== ===========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Non-cash financing:
Investment in real estate from
foreclosed mortgage loans ............... $ -- $ 4,139 $ 7,300
=========== =========== ===========
Cash paid in lieu of income taxes ........... $ 53,107 $ 73,903 $ 76,760
=========== =========== ===========
</TABLE>

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, 1995, 1994 AND 1993

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRINCIPLES

A. PRINCIPLES OF CONSOLIDATION

The accompanying consolidated financial statements include the
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 consolidated financial statements are presented in conformity with
generally accepted accounting principles ("GAAP"), which for mutual
life insurance companies and their insurance subsidiaries are
statutory accounting practices prescribed or permitted by the National
Association of Insurance Commissioners ("NAIC") and their respective
domiciliary home state insurance departments. Prescribed statutory
accounting practices include publications of the NAIC, state laws,
regulations and general administrative rules. Permitted statutory
accounting practices encompass all accounting practices not so
prescribed.

The Company, with permission from the Arizona Department of Insurance
("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.

Certain reclassifications have been made to the 1994 and 1993
financial statements and footnotes to conform to the 1995
presentation. Included in the Statement of Operations are certain
items which, under statutory accounting practices, are charged or
credited directly to surplus.

Management has used estimates and assumptions in the preparation of
the financial statements that affect the reported amounts of assets,
liabilities, revenue and expenses. Actual results could differ from
those estimates.

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,
1995 1994 1993
--------- -------- --------
($000's)
<S> <C> <C> <C>
Pruco Life Statutory Net Income including net
gains and losses on sales of investments ....... $ 113,565 $ 49,374 $ 79,405

Adjustments to reconcile to net income As follows:
Dividends from subsidiary ...................... -- -- (26,000)
Change in General Account Reserve due to
changes in valuation basis ................... 8,990 10,853 (2,331)
Provision for future assessments ............... 367 377 588
Net gain from operations in Separate Accounts .. (9,775) 8,880 5,114
Gain/(loss) due to income tax applicable to
other than current year ...................... 19,752 (33,001) --
Other .......................................... (510) (13) 67
Subsidiaries' Statutory Net Income ............. 25,812 16,485 20,205
--------- -------- --------
Consolidated Net Income .......................... $ 158,201 $ 52,955 $ 77,048
========= ======== ========
</TABLE>

C. FUTURE APPLICATION OF ACCOUNT STANDARDS

The Financial Accounting Standards Board (the "FASB") issued
Interpretation No. 40, "Applicability of Generally Accepted Accounting
Principles to Mutual Life Insurance and Other Enterprises," which, as
amended, is effective for fiscal years beginning after December 15,
1995. Interpretation No. 40 changes the current practice of

B-3

<PAGE>

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS OF
PRUCO LIFE INSURANCE COMPANY AND SUBSIDIARIES
FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993

mutual life insurance companies, with respect to utilizing statutory
basis financial statements for general purposes, in not allowing such
financial statements to be referred to as having been prepared in
accordance with GAAP. Interpretation No. 40 requires GAAP financial
statements of mutual life insurance companies to apply all GAAP
pronouncements, unless specifically exempted. Implementation of
Interpretation No. 40 will require significant effort and judgement.
The company is assessing the impact of Interpretation No. 40 on its
consolidated financial statements, such effort has not been completed
and management currently believes surplus will increase significantly.

D. SELECTED FINANCIAL DATA OF PRUCO LIFE

Pruco Life markets the Future Value Annuity Contract, and 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,
1995 1994
---------- ----------
($000's)
<S> <C> <C>
Assets:
Investments other than subsidiaries .............. $2,736,259 $2,758,088
Investment in subsidiaries ....................... 198,601 169,816
Other assets ..................................... 132,185 135,778
Assets held in Separate Accounts ................. 3,495,841 2,869,734
---------- ----------
Total Assets ..................................... $6,562,886 $5,933,416
========== ==========
Liabilities:
Policy liabilities and insurance reserves ........ $2,187,632 $2,296,987
Other liabilities ................................ 115,115 163,322
Liabilities related to Separate Accounts ......... 3,431,117 2,797,020
---------- ----------
Liabilities:
Total Liabilities ................................ $5,733,864 $5,257,329
========== ==========
</TABLE>

Years Ended
December 31,
1995 1994 1993
-------- -------- --------
($000's)
Revenues ................... $717,990 $698,685 $716,402
Benefits, expenses and taxes 588,812 659,237 633,277
-------- -------- --------
Net Income ................. $129,178 $ 39,448 $ 83,125
======== ======== ========

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,
1995 and 1994. These investments amounted to $29 million and $13
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, 1995,
two loans were in foreclosure in the amount of $8 million. At December
31, 1994, one loan was in foreclosure in the amount of $6 million.

Policy loans are stated primarily at unpaid principal balances.

B-4

<PAGE>

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS OF
PRUCO LIFE INSURANCE COMPANY AND SUBSIDIARIES
FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993

All the Company's real estate investments were acquired through
foreclosure during 1995 and 1994. These properties are carried at the
lower of cost of 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, 1995 and 1994 was $106 thousand and $456 thousand,
respectively.

Other long-term investments, which consist solely of limited
partnerships, are valued at the aggregate net equity in the
partnerships. Certain investments in this category were non-income
producing at December 31, 1995. These investments amounted to $300
thousand. There were no non-income producing investments at December
31, 1994.

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

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

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

Reserves for other deposit funds or other liabilities with life
contingencies reflect the contract deposit account or experience
accumulation for the contract and any purchased annuity reserves.

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 for life insurance companites under NAIC
regulations. The 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, 1995 and 1994 are as follows:

<TABLE>
<CAPTION>
($000's)
REAL
FIXED EQUITY ESTATE &
MATURITIES MORTGAGES SECURITIES OTHER INV. TOTAL
-------- ------- ------- ------- --------
<S> <C> <C> <C> <C> <C>
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
======== ======= ======= ======= ========
Beginning of Year 1995 - AVR ........ $ 19,902 $ 1,510 $ 733 $ 1,545 $ 23,690
Additions ........................... 14,540 1,007 2,764 272 18,583
Deductions .......................... (1,832) (39) (2,627) (507) (5,005)
-------- ------- ------- ------- --------
End of Year 1995 - AVR .............. $ 32,610 $ 2,478 $ 870 $ 1,310 $ 37,268
======== ======= ======= ======= ========
</TABLE>

B-5

<PAGE>

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS OF
PRUCO LIFE INSURANCE COMPANY AND SUBSIDIARIES
FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993

The IMR captures net realized capital gains and losses resulting from
changes in the general level of interest rates. These gains and losses
are amortized into investment income over the expected remaining life
of the investment sold. The IMR balance was $27.3 million and $21.8
million at December 31, 1995 and 1994, respectively. "Net realized
investment gains (losses)" of $9.2 million and $(19.9) million were
deferred in 1995 and 1994, respectively. Amortized into "Net
investment income" were $3.8 million and $4.8 million of IMR for the
year ended December 31, 1995 and 1994, 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 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 year 1993, 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"). Since 1994, the Company has no longer
been 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, with the exception of the Pruco Life
Modified Guaranteed Annuity Account. The Pruco Life Modified
Guaranteed Annuity Account is a non-unitized separate account, which
funds the Modified Guaranteed Annuity Contract and the Market Value
Adjustment Annuity Contract. Owners of the Pruco Life Modified Annuity
and the Market Value Adjustment Annuity Contracts do not participate
in the investment gain or loss from assets relating to such accounts.
Such gain, or loss is borne, in total, by Pruco Life. 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, 1995, 1994
and 1993 were $805 million, ($28) million and $443 million,
respectively.

B-6

<PAGE>

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS OF
PRUCO LIFE INSURANCE COMPANY AND SUBSIDIARIES
FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993

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,
1995 1994 1993
--------- --------- ---------
($000's)
<S> <C> <C> <C>
Income before provision in lieu of federal
income taxes ...................... $ 208,214 $ 140,705 $ 160,688
Statutory tax rate ........................... 35% 35% 35%
--------- --------- ---------
Expected federal income taxes ................ $ 72,875 $ 49,247 $ 56,241
Tax effect of:
Statutory/tax policy reserve
difference ........................ (14,524) 19,949 14,577
Timing differences in tax/book income
recognition on investments ........ (6,980) 11,608 4,055
Timing differences in tax/book income
Recognition--other ................. (7,173) (6,816) (415)
Decrease/(Increase) in life insurance
premiums deferred and uncollected . (953) (88) (308)
Capitalization of policy acquisition
expenses .......................... 6,768 13,850 7,374
Allocated equity tax ................ -- -- 2,116
--------- --------- ---------
Federal income taxes ......................... $ 50,013 $ 87,750 $ 83,640
========= ========= =========
Effective tax rate ........................... 24% 62% 52%
========= ========= =========
</TABLE>

3. Net Investment Income

Net investment income consisted of:
<TABLE>
<CAPTION>
Years ended
December 31,
1995 1994 1993
--------- --------- ---------
($000's)
<S> <C> <C> <C>
Gross investment income
Fixed maturities ........................... $ 194,198 $ 196,909 $ 216,660
Equity securities .......................... 104 14 22
Mortgage loans ............................. 7,757 4,041 6,359
Investment in real estate .................. 647 2,146 2,066
Policy loans ............................... 29,775 25,692 21,741
Short-term investments ..................... 15,092 12,676 9,031
Other ...................................... 3,949 5,075 3,945
--------- --------- ---------
251,522 246,553 259,824
Investment expenses ............................ (4,904) (5,421) (5,570)
--------- --------- ---------
Net investment income before IMR.. ............. 246,618 241,132 254,254
Amortization of Interest Maintenance Reserve 3,768 4,845 6,685
--------- --------- ---------
Net investment income ........................ $ 250,386 $ 245,977 $ 260,939
========= ========= =========
</TABLE>

B-7

<PAGE>

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS OF
PRUCO LIFE INSURANCE COMPANY AND SUBSIDIARIES
FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993

4. INVESTMENT AND INVESTMENT GAINS (LOSSES)

YEARS ENDED
DECEMBER 31,
1995 1994 1993
-------- -------- --------
($000's)
Realized Gains (Losses)
Fixed maturities ............................ $ 11,359 $(38,180) $ 32,471
Equity securities ........................... 2,020 503 607
Mortgage loans .............................. (90) (4,581) (2,592)
Investment in real estate ................... (99) 1,184 (2,004)
Other ....................................... 10 (1) (411)
Tax effected amounts transferred to Interest
Maintenance Reserve ......................... (9,248) 19,860 (19,193)
-------- -------- --------
Net realized investment gains ................. $ 3,952 $(21,215) $ 8,878
======== ======== ========
Unrealized Gains (Losses)
Fixed maturities ............................ 9,192 5,430 (9,380)
Equity securities ........................... 799 (490) 260
Other ....................................... (1,229) 874 (231)
-------- -------- --------
Net unrealized investment gains (losses) ...... 8,762 5,814 (9,351)

Balance beginning of year ..................... (12,352) (18,166) (8,815)
-------- -------- --------
Balance end of year ........................... $ (3,590) $(12,352) $(18,166)
======== ======== ========

EQUITY SECURITIES AT DECEMBER 31,
---------------------------------
($000's)

GROSS UNREALIZED
FAIR
MARKET
COST GAINS LOSSES VALUE
------ ------ ------ ------
1995 ................. $5,317 $581 $1,889 $4,009
1994 ................. 5,434 386 2,493 3,327
1993 ................. 4,405 742 2,359 2,788

FIXED MATURITIES
----------------
($000's)

AT DECEMBER 31,
INCREASE (DECREASE) IN
AMORTIZED MARKET DIFFERENCE BETWEEN MARKET VALUE
COST VALUE AND AMORTIZED COST DURING THE YEAR
---- ----- ----------------------------------
1995 ........ $2,510,782 $2,598,439 $ 138,800
1994 ........ 2,647,315 2,596,172 (167,494)
1993 ........ 2,835,251 2,951,602 10,453

B-8

<PAGE>

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS OF
PRUCO LIFE INSURANCE COMPANY AND SUBSIDIARIES
FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993

The amortized cost and estimated market value of fixed maturities at December
31, 1995 and 1994 are as follows:

<TABLE>
<CAPTION>
1995
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 ...... $ 324,854 $ 6,829 $ 61 $ 331,622
Obligations of U.S. and
political subdivisions ......... -- -- -- --
Debt securities issued by
foreign governments and
their agencies ................. 73,042 3,055 -- 76,097
Corporate securities ............ 1,943,696 73,489 3,974 2,013,211
Mortgage backed securities ...... 169,190 8,717 398 177,509
---------- -------- ------- ----------
Total .......................... $2,510,782 $ 92,090 $ 4,433 $2,598,439
========== ======== ======= ==========
</TABLE>
<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
========== ======= ======= ==========
</TABLE>

The amortized cost and estimated market value of fixed maturities at December
31, 1995 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.

ESTIMATED
AMORTIZED MARKET
COST VALUE
---------- ----------
($000's) ($000's)

Due in one year or less ........................ $ 161,693 $ 163,629
Due after one year through five years .......... 1,500,204 1,549,264
Due after five years through ten years ......... 529,845 556,294
Due after ten years ............................ 149,850 151,743
---------- ----------
2,341,592 2,420,930
Mortgage-backed securities ..................... 169,190 177,509
---------- ----------
Total .......................................... $2,510,782 $2,598,439
========== ==========

Proceeds from the sale/maturity of fixed maturities during 1995, 1994,
and 1993 were $2.0 billion, $2.7 billion and $1.7 billion,
respectively. Gross gains of $28.8 million, $16.8 million and $44.5
million and gross losses of $17.5 million, $49.8 million and $12.0
million were realized on those sales during 1995, 1994, and 1993,
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 87.2% and
93.6% of the Company's total fixed maturities balances at both
December 31, 1995 and 1994) for regulatory purposes and

B-9

<PAGE>

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS OF
PRUCO LIFE INSURANCE COMPANY AND SUBSIDIARIES
FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993

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 1.0% and 1.5% of the Company's assets at December 31,
1995 and 1994, respectively. The amount by which the market value of
these securities exceeded the carrying value was approximately $1.8
million and $(0.9) million at December 31, 1995 and 1994,
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 $98 million, $78 million,
and $98 million for the years ended December 31, 1995, 1994, and
1993, 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 several defined benefit pension plans that cover
substanially all of its employees. Benefits are generally based
on career average earnings and credited 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 1995, 1994 or 1993 because the plan was subject to
the full funding limitation under the Internal Revenue Code.

POSTRETIREMENT LIFE AND HEALTH BENEFITS

The Prudential also sponsors certain life insurance and health
care benefits for its retired employees. Substantially all
employees may become eligible to receive a benefit if they retire
after age 55 with at least 10 years of service. Postretirement
benefits, with respect to The Prudential, are recognized in
accordance with the prescribed NAIC policy. The Prudential
elected to amortize its 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, 1995, 1994, and 1993.

C. REINSURANCE

The Company currently has three 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 contact; and, two
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 1995, 1994, and 1993.

D. OTHER TRANSACTIONS

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, 1995, 1994 and 1993 are respectively, $12 million,
$12 million and $12 million, which are attributable to these
contracts.

B-10
<PAGE>

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS OF
PRUCO LIFE INSURANCE COMPANY AND SUBSIDIARIES
FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993

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, 1995, the Company
would be permitted a maximum of $83 million in dividend distributions
in 1996, 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 judgement 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. 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.

EQUITY SECURITIES. Fair value is based on quoted market prices, where
available, or prices 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.

B-11

<PAGE>

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS OF
PRUCO LIFE INSURANCE COMPANY AND SUBSIDIARIES
FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993

The following table discloses the carrying amounts and estimated fair
values of the Company's financial instruments at December 31, 1995 and
1994.

(000's) (000's)
1995 1994
---------------------- ---------------------
CARRYING FAIR CARRYING FAIR
VALUE VALUE VALUE VALUE
---------- ---------- ---------- ----------
Financial Assets:
Fixed maturities ............. $2,510,782 $2,598,438 $2,647,315 $2,596,172
Equity securities ............ 4,009 4,036 3,326 3,326
Mortgage Loans ............... 64,464 63,635 71,919 71,805
Policy Loans ................. 569,273 577,975 493,862 448,617
Other Long term investments .. 4,159 4,159 4,044 4,044
Short term investments ....... 228,016 228,016 191,455 191,455

Financial Liabilities:
Investment type
insurance contracts ........ $ 536,963 $ 537,241 $ 794,691 $ 761,324

8. CONTINGENCIES

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

B-12

<PAGE>

INDEPENDENT AUDITORS' REPORT

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

We have audited the accompanying consolidated statements of financial position
of Pruco Life Insurance Company and Subsidiaries as of December 31, 1995 and
1994, 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, 1995. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on the financial
statements based on our 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, 1995 and 1994 and the results of their
operations and their cash flows for each of the three years in the period ended
December 31, 1995 in conformity with generally accepted accounting principles.

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

B-13

<PAGE>

PRUSELECT(SM) I
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
Insurance Program, purchased by The Prudential from Aetna Casualty & Surety
Company, CNA Insurance Companies, 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 reimbursement for "Loss" (as defined
in the policies) which the Company pays as indemnification to its directors or
officers resulting from any claim for any actual or alleged act, error,
misstatement, misleading statement, omission, or breach of duty by persons in
the discharge of their duties 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 uninsurable 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 fraudulent acts or omissions or the willful violation of any law
by a director or officer, (2) claims based on or attributable to directors or
officers gaining personal profit or advantage to which they were not legally
entitled, and (3) 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 26, which relates to indemnification of
officers and directors, is incorporated by reference to Exhibit 1.A.(6)(b) of
Post-Effective Amendment No. 1 to Form S-6, Registration No. 33-61079, filed
April 25, 1996, on behalf of The Prudential Variable Appreciable Account. The
text of Pruco Life's by-laws, Article VIII, which relates to indemnification of
officers and directors, is incorporated by reference to Exhibit 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

This Registration Statement comprises the following papers and documents:

The facing sheet.

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

The prospectus consisting of 53 pages.

The undertaking to file reports.

The signatures.

Written consents of the following persons:

1. Deloitte & Touche LLP, independent auditors.
2. Clifford E. Kirsch, Esq.
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 2)

(2) Not Applicable.

(3) Distributing Contracts:
(a) Distribution Agreement between Pruco Securities
Corporation and Pruco Life Insurance Company.
(Note 2)
(b) Proposed form of Agreement between Pruco
Securities Corporation and independent brokers
with respect to the Sale of the Contracts.
(Note 2)
(c) Schedule of Sales Commissions. (Note 6)

(4) Not Applicable.

(5) Variable Universal Life Insurance Contract. (Note 2)

(6) (a) Articles of Incorporation of Pruco Life Insurance
Company, as amended July 25, 1972. (Note 3)
(b) By-laws of Pruco Life Insurance Company, as
amended June 14, 1983. (Note 4)
(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 6)

(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 1)

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

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

4. None.

5. Not Applicable.

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

II-2

<PAGE>

7. Powers of Attorney.

(a) E. Michael Caulfield, Garnett L. Keith, Jr., Ira J. Kleinman,
Esther H. Milnes, I. Edward Price, Stephen P. Tooley (Note 5)

(b) William F. Yelverton (Note 7)

27. Financial Data Schedule. (Note 1)

(Note 1) Filed herewith.
(Note 2) Incorporated by reference to Registrant's Form S-6, filed June 8,
1989.
(Note 3) 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 4) 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 5) Incorporated by reference to Form N-4, Registration No. 33-61125,
filed July 19, 1995 on behalf of the Pruco Life Flexible Premium
Variable Annuity Account.

(Note 6) Incorporated by reference to Post-Effective Amendment No. 2 to this
Registration Statement, filed April 29, 1991.

(Note 7) Incorporated by reference to Pre-Effective Amendment No. 1 to Form
N-4, Registration No. 33-61125, filed November 17, 1995 on behalf of
the Pruco Life Flexible Premium Variable Annuity Account.

II-3

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant, the
Pruco Life Variable Universal Account, certifies that this Amendment is filed
solely for one or more of the purposes specified in Rule 485(b)(1) under the
Securities Act of 1933 and that no material event requiring disclosure in the
prospectus, other than one listed in Rule 485(b)(1), has occurred since the
effective date of the most recent Post-Effective Amendment to the Registration
Statement which included a prospectus 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 25th day of April, 1996.

(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. 9 to the Registration Statement has been signed below by the
following persons in the capacities indicated on this 25th day of April, 1996.

SIGNATURE AND TITLE
-------------------

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

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

/s/ *
- ----------------------------------------
E. Michael Caulfield *By: /s/ Thomas C. Castano
Director ----------------------------
Thomas C. Castano
/s/ * (Attorney-in-Fact)
- ----------------------------------------
Garnett L. Keith, Jr.
Director

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

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

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

II-4

<PAGE>

EXHIBIT INDEX

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

1.A.(11) Memorandum describing Pruco Life Insurance Company's Page II-7
issuance, transfer, and redemption procedures
for the Contracts pursuant to Rule 6e-3(T)(b)(12)(iii).

3. Opinion and Consent of Clifford E. Kirsch, Esq. as to Page II-13
legality of the securities being registered.

6. Opinion and Consent of John D. Coffin, FCAS, MAAA as to Page II-14
actuarial matters pertaining to the securities being
registered.

27. Financial Data Schedule. Page II-15

II-6

INDEPENDENT AUDITORS' CONSENT

We consent to the use in this Post-Effective Amendment No. 9 to Registration
Statement No. 33-29181 on Form S-6 of Pruco Life Variable Universal Account of
Pruco Life Insurance Company of our report dated February 15, 1996, relating to
the financial statements of Pruco Life Variable Universal Account, and of our
report dated March 15, 1996, 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 25, 1996

II-5

Exhibit 1.A(11)
---------------

Description of Pruco Life's Issuance, Transfer
and Redemption Procedures for
Pruselect I Life Insurance Contracts
Pursuant to Rule 6e-3(T)(b)(12)(iii)

This document sets forth the administrative procedures that will be
followed by Pruco Life Insurance Company ("Pruco Life") in connection with the
issuance of its Pruselect I Life Insurance Contracts ("Contract",) the transfer
of assets held thereunder, and the redemption by contract owners of their
interests in said Contracts.

I. Procedures Relating to Issuance and Purchase of the Contracts

A. Premium Schedules and Underwriting Standards

Premiums for the Contract will not be the same for all owners.
Insurance is based on the principle of pooling and distribution
of mortality risks, which assumes that each owner pays a premium
commensurate with the Insured's mortality risk as actuarially
determined utilizing factors such as age, sex, smoking status,
health and occupation, and degree of underwriting. A uniform
premium for all Insureds would discriminate unfairly in favor of
those Insureds representing greater risks. However, for a given
face amount of insurance, Contracts issued on insureds in a given
risk classification will have the same scheduled or target
premium.

The underwriting standards and premium processing practices
followed by Pruco Life are similar to those followed in
connection with the offer and sale of fixed-benefit life
insurance, modified where necessary to meet the requirements of
the federal securities laws.

B. Application and Initial Premium Processing

Upon receipt of a completed application form from a prospective
owner, Pruco Life will follow certain insurance underwriting
(i.e., evaluation of risk) procedures designed to determine
whether the proposed Insured is insurable. This will involve
evaluation of the answers to the questions on the application and
may include a medical examination. The process may require that
further information be provided by the proposed Insured before a
determination can be made. Pruco Life may in certain
circumstances offer these contracts on a guaranteed issue basis
on certain associated individuals, such as employees of a
company, who meet certain criteria established by Pruco Life. In
these cases the underwriting will be simplified, i.e., no medical
examination, and a short question application form may be used. A
Contract cannot be issued, i.e., physically issued through Pruco
Life's computerized issue system, until this underwriting
procedure has been completed.

These processing procedures are designed to provide immediate
benefits to every prospective owner who pays the minimum initial
premium at the time the application is submitted, without
diluting any benefit payable to any existing owner. Although a
Contract cannot be issued until after the underwriting process
has been completed, such a proposed Insured will receive
immediate insurance coverage for the face amount of the Contract,
if he or she proves to be insurable and the owner has

II-7

<PAGE>

paid the minimum initial premium. Under certain circumstances
Pruco Life may decline to accept a payment at the time the
application is submitted.

The Contract Date marks the date on which benefits begin to vary
in accordance with the investment performance of the selected
investment option(s). It is also the date as of which the
insurance age of the proposed Insured is determined. It
represents the first day of the Contract year and therefore
determines the Contract anniversary and also the Monthly Dates.
It also represents the commencement of the suicide and
contestable periods for purposes of the Contract.

If the minimum initial premium is paid with the application and
the underwriting is on a guaranteed issue basis the Contract Date
will ordinarily be the date of the application. If an unusual
delay is encountered (for example, if a request for further
information is not met promptly), the Contract Date will be 21
days prior to the date on which the Contract is physically
issued. If a medical examination is required, the Contract Date
will ordinarily be the date on which Part 2 of the application
(the medical report) is completed, subject to the same
qualification as that noted above.

If the minimum initial premium is not paid with the application,
the Contract Date will be the Contract Date stated in the
Contract, which will generally be about 3 days after the date of
physical issue (to permit time for delivery). Benefits will begin
on that date provided the Owner pays the minimum initial premium
by that date.

If permitted by the insurance laws of the state in which the
Contract is issued, the Contract may be back dated up to six
months, provided that the minimum initial premium is paid with
the application and that the backdating results in a lower
insurance age for the Insured. The values under the Contract and
the amount(s) deposited into the selected investment option(s)
will be calculated upon the assumptions that the Contract had
been issued on the Contract Date and the minimum initial premium
had been received on that date. If the initial premium paid is in
excess of the minimum initial premium, the excess (after the
front-end deductions) will be credited to the Contract and placed
in the selected investment option(s) on the date of receipt.

In certain situations with Pruco Life's consent, the owner may
select a common contract date for all contracts in advance of
actual underwriting, approval and issue of the contracts. Payment
of the minimum initial premium by the selected contract date is
required.

Pruco Life will transfer the appropriate amounts to the selected
investment option(s) on the date the Contract is approved. The
variable benefits under all Contracts will be calculated on the
assumption that the invested portion of the initial premium was
transferred to the selected investment option(s) on the Contract
Date. Any portion of the initial premium payment in excess of the
minimum initial premium will be credited (after the front-end
deductions) as of the date of receipt. If the initial premium is
received before the Contract Date, the entire invested portion
will be credited as of the Contract Date.

C. Premium Processing

Whenever a premium after the first is received, unless the
Contract is in default past its days of grace, Pruco Life will
subtract the front-end deductions. What is left will be invested
in the selected investment option(s) on the date received (or, if
that is not a business day, on the next business day). There is
an exception if the Contract is in default within its days of
grace. Then, to the extent

II-8

<PAGE>

necessary to end the default, premiums will be credited as of the
date of the default or the Monthly Date after default, and
premiums greater than this amount will be credited when received.

The Contract provides a grace period of 61 days from the date
Pruco Life mails the Contract owner a notice of default. As an
administrative practice, Pruco Life extends the grace period by
seven days to minimize manual processing required when premium
payments are processed shortly after the 61st day.

D. Reinstatement

The Contract may be reinstated within five years after default
(this period will be longer if required by state law) unless the
Contract has been surrendered for its cash surrender value. A
Contract will be reinstated upon receipt by Pruco Life of a
written application for reinstatement, production of evidence of
insurability satisfactory to Pruco Life and payment of at least
the amount specified in the Contract. That amount is a charge
equal to the deductions from the Contract Fund during the grace
period following the date of default, plus interest at 6% a year,
and a premium which will result in an invested premium amount
equal to the charges for the first three monthly dates starting
on or after the date of reinstatement.

If reinstatement is requested within three months after the
contract went into default, evidence of insurability will not be
required.

E. Repayment of Loan

A loan made under the Contract may be repaid with an amount equal
to the monies borrowed plus interest which accrues daily, either
at a fixed annual rate of 5-1/2% or, if a contract owner has
elected to have a variable loan interest rate applicable to loans
made under the Contract, at the variable loan interest rate then
applicable to the loan.

When a loan is made, Pruco Life will transfer an amount equal to
the contract loan from the investment option(s). Under the
fixed-rate Contract Loan provision, the amount of Contract Fund
attributable to the outstanding contract loan will be credited
with interest at an annual rate of 4%, and Pruco Life thus will
realize the difference between that rate and the fixed loan
interest rate, which will be used to cover the loan investment
expenses, income taxes, if any, and processing costs. If an owner
so desires, the owner may elect to have a variable loan interest
rate apply to the contract loans, if any, that he or she may
make. If this election is made:

1. Interest on the loan will accrue daily at an annual rate
Pruco Life determines at the start of each contract year
(instead of at a fixed rate), as described in the
prospectus.

2. While a loan is outstanding, the amount of the Contract Fund
attributable to the outstanding contract loan will be
credited with interest at a rate which is less than the loan
interest rate for the contract year by 1% (instead of 4%).

Upon repayment of Contract debt, the loan portion of the payment
(i.e., not the interest) will be added to the investment
option(s) in proportion to the amounts in each variable
investment option attributable to the Contract as of the date of
repayment.

II-9

<PAGE>

II. Transfers

Pruco Life Variable Universal Account ("Account") currently has
fifteen subaccounts, each of which is invested in shares of a
corresponding portfolio of The Prudential Series Fund, Inc.
("Fund",) which is registered under the 1940 Act as an open-end
diversified management investment company. Provided the Contract
is not in default the owner may, up to four times in each
contract year, transfer amounts from one subaccount to another
subaccount, without charge. All or a portion of the amount
credited to a subaccount may be transferred.

Transfers among subaccounts will take effect at the end of the
valuation period during which a proper written request or
authorized telephone request is received at a 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.

III. "Redemption" Procedures: Surrender and Related Transactions

A. Surrender for Cash Surrender Value

If the insured party under a Contract is alive, Pruco Life
will pay, within seven days, the Contract's cash surrender
value as of the date of receipt at its Service Office of the
Contract and a signed request for surrender. The Contract's
cash surrender value is computed as follows:

1. If the Contract is not in default: The cash surrender value
is the Contract Fund, minus any Contract debt. If the
Contract is surrendered within the first three contract
years, we will also return sales charges deducted from
premiums paid within the 365 days prior to the date we
receive the surrender request at our Service Office.

2. If the Contract is in default, the cash surrender value is
zero. We will not return any sales charges as described
above.

In lieu of the payment of the cash surrender value in a single
sum upon surrender of a Contract, an election may be made by
certain owners to apply all or a portion of the proceeds under
one of the fixed benefit-settlement options described in the
Contract or, with the approval of Pruco Life, a combination of
options. An option is available only if the proceeds to be
applied are $1,000 or more or would result in periodic payments
of at least $20.00. The fixed-benefit settlement options are
subject to the restrictions and limitations set forth in the
Contract.

B. Withdrawal of Cash Surrender Value

An owner may make a withdrawal of part of the cash surrender
value. The amount withdrawn must be at least $2,000. An owner may
make no more than four withdrawals in a Contract year, and there
is a fee of $15 for each such withdrawal. Any amount withdrawn
may not be repaid except as a premium subject to the Contract
charges.

Whenever a withdrawal is made, the death benefit payable will
immediately be reduced by at least the amount of the withdrawal.
The resulting reduction in death benefit may require a reduction
in the face amount. No withdrawal will be permitted if it would
result in a new face amount less than the

II-10

<PAGE>

minimum face amount. The face amounts scheduled in other years
will be reduced by the same amount, but in no event below the
minimum face amount. The Contract Fund is reduced by the sum of
the cash withdrawn and the fee for the withdrawal. An amount
equal to the reduction in the Contract Fund will be withdrawn
from the investment options. In addition, the amount of the
scheduled or target premiums due thereafter will be reduced to
reflect the lower face amount of insurance.

C. Death Claims

Pruco Life will pay a death benefit to the beneficiary within
seven days after receipt at its Service Office of due proof of
death of the Insured and all other requirements necessary to make
payment. State insurance laws impose various requirements, such
as receipt of a tax waiver, before payment of the death benefit
may be made. In addition, payment of the death benefit is subject
to the provisions of the Contract regarding suicide and
incontestability. In the event Pruco Life should contest the
validity of a death claim, an amount up to the portion of the
Contract Fund in the variable investment options with be
withdrawn, if appropriate, and held in Pruco Life's general
account.

The following describes the death benefit if the Contract is not
in default past its days of grace. The death benefit is the face
amount less any Contract debt, unless it is increased due to
growth in the Contract Fund as described below.

If the Contract Fund plus any returnable sales charge grows to
exceed the net single premium of the insured's attained age for
the death benefit described above, the death benefit will be the
Contract Fund plus such returnable sales charge, divided by such
net single premium. The death benefit will be adjusted for any
Contact debt.

The proceeds payable on death also will include interest (at a
rate determined by Pruco Life from time to time) from the date
that the death benefit is computed (the date of death) until the
date of payment.

Pruco Life will make payment of the death benefit out of its
general account, and will transfer assets, if appropriate, from
the Account to the general account in an amount up to the
Contract Fund.

In lieu of payment of the death benefit in a single sum, an
election may be made to apply all or a portion of the proceeds
under one of the fixed-benefit settlement options described in
the Contract, or with the approval of Pruco Life, a combination
of options. The election may be made by the owner during the
Insured's lifetime, or, at death, by the beneficiary. An option
in effect at death may not be changed to another form of benefit
after death. An option is available only if the proceeds to be
applied are $1,000 or more or would result in periodic payments
of at least $20.00. The fixed benefit settlement options are
subject to the restrictions and limitations set forth in the
Contract and are not available to non-natural payees unless Pruco
Life agrees otherwise.

D. Default

The Contract is in default on any Monthly Date on which the
Contract Fund is less than zero. Monthly Dates occur on the
Contract Date and in each later month on the same day of the
month as The Contract Date. The Contract provides for a grace
period commencing on the Monthly Date on which the Contract goes
into default and extending at least 61 days after the mailing
date of the notice of default. The insurance coverage continues
in force during the grace period, but if the Insured dies

II-11

<PAGE>

during the grace period, any charges due during the grace period
are deducted from the amount payable to the beneficiary.

E. Loans

The Contract provides that if the Contract is not in default, the
owner may take out a loan at any time a loan value is available.
The owner may borrow money on completion of a form satisfactory
to Pruco Life. The Contract is the only security for the loan.
Disbursement of the amount of the loan will be made within seven
days of receipt of the form at Pruco Life's Service Office. The
investment options will be debited in the amount of the loan on
the date the form is received. The percentage of the loan
withdrawn from each investment option will normally be equal to
the percentage of the value of such assets held in the investment
option. An owner may borrow up to the Contract's full loan value.
The loan provision is described in the prospectus.

When a loan is made, the Contract Fund is not reduced, but the
value of the assets relating to the Contract held in the
investment option(s) is reduced. Accordingly, the daily changes
in the cash surrender value will be different from what they
would have been had no loan been taken. Cash surrender values are
thus permanently affected by any Contract debt, whether or not
repaid.

On settlement the amount of any Contract debt is subtracted from
the insurance proceeds. If Contract debt ever becomes equal to or
more than what the cash surrender value would be if there was no
Contract debt, all the Contract's benefit will end 61 days after
notice is mailed to the owner and any known assignee, unless
payment of an amount sufficient to end the default is made within
that period.

II-12

Exhibit 3

April 25, 1996

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

psi-psii.pl

II-13

Exhibit 6

April 25, 1996

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. 9 to Registration Statement No. 33-29181 on Form S-6 describes the
Contracts. I have reviewed the Contract form and I have participated in the
preparation and review of the Registration Statement and Exhibits thereto. In my
opinion:

(1) The illustrations of cash surrender values and death benefits
included in the prospectus section entitled "Illustrations" 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 illustrations 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.

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

psi.pl

II-14

<ARTICLE> 6
<MULTIPLIER> 1000

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 180,632
<INVESTMENTS-AT-VALUE> 196,302
<RECEIVABLES> 1,089
<ASSETS-OTHER> (86)
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 197,390
<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> 12,456
<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> 197,305
<DIVIDEND-INCOME> 6,658
<INTEREST-INCOME> 0
<OTHER-INCOME> 4,306
<EXPENSES-NET> 906
<NET-INVESTMENT-INCOME> 5,752
<REALIZED-GAINS-CURRENT> 1,091
<APPREC-INCREASE-CURRENT> 19,262
<NET-CHANGE-FROM-OPS> 30,411
<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> 78,464
<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>