PRUCO LIFE VARIABLE UNIVERSAL ACCOUNT
485BPOS, 1998-04-28
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As filed with the SEC on                   .           Registration No. 33-29181
                         -----------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   ----------

   
                    Post-Effective Amendment No. 11 FORM S-6
    

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

                                   ----------

                                   PRUCO LIFE
                           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) 286-7754
          (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

                                   ----------

       

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

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

   
    [X] on  May 1, 1998  pursuant to paragraph (b) of Rule 485
           -------------
              (date)
    

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

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

<PAGE>

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


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

        1.                             Cover Page

        2.                             Cover Page

        3.                             Not Applicable

        4.                             Sale   of   the    Contract   and   Sales
                                       Commissions

        5.                             Pruco Life 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

       23.                             Not Applicable

<PAGE>


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

       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

       56.                             Not Applicable


<PAGE>


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

       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, 1998
    

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  ("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.

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

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

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) 286-7754

*PRUSELECT is a service mark of Prudential.
    
CVUL-1 Ed 5-98

<PAGE>

                               PROSPECTUS CONTENTS

                                                                            PAGE

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

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

GENERAL INFORMATION ABOUT PRUCO LIFE INSURANCE COMPANY, PRUCO LIFE 
 VARIABLE UNIVERSAL

   ACCOUNT, AND THE VARIABLE INVESTMENT OPTIONS AVAILABLE UNDER THE 
     CONTRACT..................................................................3
   PRUCO LIFE INSURANCE COMPANY................................................3
   PRUCO LIFE VARIABLE UNIVERSAL ACCOUNT.......................................3
   THE PRUDENTIAL SERIES FUND, INC.............................................4

   
DETAILED INFORMATION FOR CONTRACT OWNERS.......................................4
   REQUIREMENTS FOR ISSUANCE OF A CONTRACT.....................................4
   SHORT-TERM CANCELLATION RIGHT OR "FREE LOOK"................................4
   PREMIUMS....................................................................5
   ALLOCATION OF PREMIUMS......................................................5
   TRANSFERS...................................................................5
   CHARGES AND EXPENSES........................................................6
   REFUNDS OF SALES CHARGES....................................................8
   REDUCTION OF CHARGES........................................................8
   CASH SURRENDER VALUE........................................................8
   DEATH BENEFIT...............................................................9
   PARTIAL WITHDRAWAL OF CASH SURRENDER VALUE..................................9
   CHANGES IN FACE AMOUNT.....................................................10
   ILLUSTRATIONS OF CASH SURRENDER VALUES, DEATH BENEFITS, AND 
     ACCUMULATED PREMIUMS.....................................................10
   CONTRACT LOANS.............................................................11
   WHEN PROCEEDS ARE PAID.....................................................11
   TAX TREATMENT OF CONTRACT BENEFITS.........................................12
   WITHHOLDING................................................................13
   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
   YEAR 2000 COMPLIANCE.......................................................16
   ADDITIONAL INFORMATION.....................................................17
   FINANCIAL STATEMENTS.......................................................17
    

DIRECTORS AND OFFICERS........................................................18

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

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

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

<PAGE>

                          DEFINITIONS OF SPECIAL TERMS
                             USED IN THIS PROSPECTUS

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

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

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

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

CONTRACT  DEBT--The  principal amount of all outstanding loans plus any interest
accrued thereon.

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

CONTRACT OWNER--The 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.


                                       1
<PAGE>

                        BRIEF DESCRIPTION OF THE CONTRACT

This prospectus  describes  individual  flexible premium variable universal life
insurance  contracts (the  "Contract")  that are offered by Pruco Life Insurance
Company ("Pruco Life") 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 12.

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
("Prudential") acts as the investment advisor. Information about the Series Fund
portfolios can be found under THE PRUDENTIAL  SERIES FUND, INC. on page 4 and in
the attached prospectus for the Series Fund.

Because the assets that relate to the Contract may be invested in these  various
investment  options,  the Contract  offers an opportunity for the cash surrender
value to appreciate  more rapidly than it would under  comparable  fixed-benefit
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;  (8) an  administrative  processing  charge of $15 will be
made in connection  with each decrease in face amount;  and (9) 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 8.
    

For a limited time, a Contract may be returned in  accordance  with the terms of
the "free look"  provision.  See SHORT-TERM  CANCELLATION  RIGHT OR "FREE LOOK",
page 4.

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


                                       2
<PAGE>

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 Prudential, a
mutual  insurance  company  founded  in 1875  under the laws of the State of New
Jersey.  Prudential is currently  considering  reorganizing  itself into a stock
company.  This form of reorganization,  known as  demutualization,  is a complex
process that may take two or more years to complete.  No plan of demutualization
has been adopted yet by the Company's Board of Directors.  Adoption of a plan of
demutualization  would occur only after enactment of appropriate  legislation in
New  Jersey  and  would  have  to  be  approved  by  Company  policyholders  and
appropriate state insurance regulators.  Throughout the process, there will be a
continuing evaluation by the Board of Directors and management of the Company as
to  the  desirability  of  demutualization.  The  Board  of  Directors,  in  its
discretion,  may choose not to  demutualize  or to delay  demutualization  for a
time.

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

As of December 31, 1997, Prudential has invested over $442 million in Pruco Life
in connection with Pruco Life's organization and operation.  Prudential may from
time to time make additional  capital  contributions  to Pruco Life as needed to
enable it to meet its reserve  requirements  and expenses in connection with its
business.  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  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.


                                       3
<PAGE>

THE PRUDENTIAL SERIES FUND, INC.

The Prudential  Series Fund,  Inc. (the "Series  Fund") is registered  under the
1940 Act as an open-end  diversified  management  investment company. Its shares
are currently  sold only to separate  accounts of  Prudential  and certain other
insurers that offer variable life insurance and variable annuity contracts.  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.

   
Prudential is the investment advisor for the assets of each of the portfolios of
the Series Fund.  Prudential's  principal  business address is 751 Broad Street,
Newark,  New Jersey  07102-3777.  Prudential  has a Service  Agreement  with its
wholly-owned  subsidiary The Prudential  Investment  Corporation ("PIC"),  which
provides that, subject to Prudential's supervision,  PIC will furnish investment
advisory  services in  connection  with the  management  of the Series Fund.  In
addition,   Prudential  has  entered  into  a  Subadvisory  Agreement  with  its
wholly-owned  subsidiary Jennison  Associates Capital Corporation  ("Jennison"),
under which Jennison furnishes  investment  advisory services in connection with
the management of the Prudential Jennison Portfolio.  Further detail is provided
in the prospectus and statement of additional  information  for the Series Fund.
Prudential,  PIC, and Jennison are  registered as investment  advisors under the
Investment Advisers Act of 1940.
    

As an investment advisor,  Prudential charges the Series Fund a daily investment
management fee as compensation  for its services.  In addition to the investment
management fee, each portfolio incurs certain  expenses,  such as accounting and
custodian fees. See CHARGES AND EXPENSES, page 6.

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 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
Home Office specified


                                       4
<PAGE>

in the Contract. A Contract returned according to this provision shall be deemed
void from the  beginning.  The Contract  owner will then receive a refund of all
premium  payments made,  plus or minus any change due to investment  experience.
However, if applicable law so requires,  the Contract owner who exercises his or
her short-term  cancellation right will receive a refund of all premium payments
made, with no adjustment for investment experience.

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
9. 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 12.

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 Home Office  stated in
the Contract.  Provided the Contract is not in default,  the Contract  owner may
change the way in which  subsequent  premiums are  allocated  by giving  written
notice  to a Home  Office  or by  telephoning  that 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 331/3%  cannot.  Of course,  the
total allocation to all selected subaccount[s] must equal 100%.

TRANSFERS

If the Contract is not in default,  the Contract  owner may, up to four times in
each Contract year,  transfer amounts from one subaccount to another subaccount.
Currently,  you may make  additional  transfers  with our  consent.  There is no
charge.  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 a 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 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 the
Contract  is  jointly  owned  or the  Contract  owner  elects  not to have  this
privilege.  Telephone  transfers  may not be  available  on  policies  that  are
assigned,  see  ASSIGNMENT,  page 14,  depending on the terms of the assignment.
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


                                       5
<PAGE>

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.  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.

   
The  Contract was not designed for  professional  market  timing  organizations,
other  organizations,  or  individuals  using  programmed,  large,  or  frequent
transfers. A pattern of exchanges that coincides with a "market timing" strategy
may be disruptive to the subaccounts and will be discouraged.  If such a pattern
were  to be  found,  we may be  required  to  modify  the  transfer  procedures,
including but not limited to, not accepting  transfer requests of an agent under
a power of attorney on behalf of more than one Contract owner.
    

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 1997,  1996 and 1995,  Pruco Life  received a total of
      approximately  $61,232,  $93,083 and $40,772 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.  During 1997,  1996
      and 1995,  Pruco Life received a total of approximately  $790,  $1,004 and
      $262, 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 8. During 1997, 1996 and 1995,  Pruco Life
      received  a  total  of  approximately  $205,059,  $151,540  and  $173,507,
      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. During 1997, 1996 and 1995, Pruco Life
      received  a  total  of   approximately   $35,000,   $35,000  and  $35,000,
      respectively, in monthly administrative charges.
    

  5.  Pruco Life  deducts a  mortality  charge  (also  referred to as a "cost of
      insurance  charge")  from the Contract  fund on each Monthly date to cover
      anticipated mortality costs. When an insured dies, the amount of the death
      benefit  paid to the  beneficiary  is larger than the Contract  fund.  The
      mortality  charges are  designed  to enable  Pruco Life to pay this larger
      death benefit. The charge is determined by multiplying the applicable "net
      amount at risk" (the  amount by which the death  benefit,  computed  as if
      there were no Contract  debt,  exceeds the  Contract  fund) by a mortality
      rate based upon the insured's sex, issue age and current attained age, and
      the anticipated mortality for that class of persons. The maximum rate that
      Pruco  Life may  charge  for  underwritten  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
<PAGE>

   
  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.  During 1997,
      1996 and 1995,  Pruco  Life  received a total of  approximately  $341,984,
      $273,293  and  $227,525,  respectively,  in  mortality  and  expense  risk
      charges.

  7.  An  administrative  processing  charge equal to the lesser of $15 or 2% of
      the  amount  withdrawn  will be  made  in  connection  with  each  partial
      withdrawal  of  cash  surrender  value.  See  PARTIAL  WITHDRAWAL  OF CASH
      SURRENDER VALUE, page 9.

8.    An  administrative  processing  charge  of up  to  $15  will  be  made  in
      connection with each decrease in face amount.  See CHANGES IN FACE AMOUNT,
      page 10.

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

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

<TABLE>
   
<CAPTION>
                                                                 OTHER                       TOTAL
                                     INVESTMENT                 EXPENSES                    EXPENSES
                                      ADVISORY               (AFTER EXPENSE              (AFTER EXPENSE
               PORTFOLIO                FEE                  REIMBURSEMENT)*             REIMBURSEMENT)*
               ---------             ---------               ---------------             ---------------
<S>                                  <C>                    <C>                         <C>
MONEY MARKET                            0.40%                    0.03%                       0.43%
DIVERSIFIED BOND                        0.40%                    0.03%                       0.43%
GOVERNMENT INCOME                       0.40%                    0.04%                       0.44%
ZERO COUPON BOND 2000                   0.40%                    0.00%*                      0.40%*
ZERO COUPON BOND 2005                   0.40%                    0.00%*                      0.40%*
CONSERVATIVE BALANCED                   0.55%                    0.01%                       0.56%
FLEXIBLE MANAGED                        0.60%                    0.02%                       0.62%
HIGH YIELD BOND                         0.55%                    0.02%                       0.57%
STOCK INDEX                             0.35%                    0.02%                       0.37%
EQUITY INCOME                           0.40%                    0.01%                       0.41%
EQUITY                                  0.45%                    0.01%                       0.46%
PRUDENTIAL JENNISON                     0.60%                    0.04%                       0.64%
SMALL CAPITALIZATION STOCK              0.40%                    0.10%                       0.50%
GLOBAL                                  0.75%                    0.10%                       0.85%
NATURAL RESOURCES                       0.45%                    0.09%                       0.54%
</TABLE>
    

    *  For some of the  portfolios,  the actual  expenses were higher than those
       shown in the second and third  columns.  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 0.66% for the Zero Coupon Bond  Portfolio
       2000 and 0.74% for the Zero Coupon Bond  Portfolio  2005 during 1997.  No
       such  adjustments  were  necessary for the High Yield Bond,  Stock Index,
       Equity Income and Natural  Resources  Portfolios in 1997. Pruco Life does
       not intend to discontinue  these  adjustments in the future,  although it
       retains the right to do so.

10.    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
    

                                        7

<PAGE>

       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.

   
11.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 a 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.

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 12.  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 12.

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

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


                                       8
<PAGE>

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.


<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
</TABLE>

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------
                                                    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
- -----------------  ----------------  ----------------------- ----------------  ----------------  -----------------------
<S>    <C>              <C>                  <C>                    <C>             <C>                  <C>   

       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 12.

PARTIAL WITHDRAWAL OF CASH SURRENDER VALUE

Contract owners may make  withdrawals  from the Contract fund. Such  withdrawals
may have tax consequences.  See TAX TREATMENT OF CONTRACT  BENEFITS,  page 12. A
Contract  owner may make up to four  withdrawals  per year,  subject  to certain
requirements.  The amount  withdrawn must be at least $2,000 (in some states the
minimum


                                       9
<PAGE>

   
withdrawal amount may be lower),  and there is an administrative  processing fee
equal to the lesser of $15 or 2% of the amount  withdrawn.  The amount withdrawn
plus the  administrative  processing fee equal to the lesser of $15 or 2% of the
amount withdrawn 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 5. 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  there is a danger that the Contract  might
be classified as a Modified  Endowment  Contract.  Before making any  withdrawal
which causes a decrease in face amount, a Contract owner should consult with his
or her tax advisor and Pruco Life representative.  See TAX TREATMENT OF CONTRACT
BENEFITS,  page 12. Contract  owners who make a partial  withdrawal will be sent
replacement  Contract pages showing the new face amount. A withdrawal may affect
target premiums and monthly deductions.
    

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 tax  consequences  before  requesting a
decrease in face  amount;  if a decrease is effected  the  Contract may become a
Modified Endowment Contract. See TAX TREATMENT OF CONTRACT BENEFITS, page 12. No
decrease  will be  allowed  if it will  cause the face  amount to fall 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 12.

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

   
The following eight tables have been prepared to show how certain values under a
Contract  change with  investment  performance  of the Account  over an extended
period of time.  The tables  assume that 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 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 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  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 0.51%. The 0.51% 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 0.51%, 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.


                                       10
<PAGE>


                                  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
<TABLE>
<CAPTION>

                                              DEATH BENEFIT (1)                              CASH SURRENDER VALUE (1)
                                ----------------------------------------------     ----------------------------------------------
                                     ASSUMING HYPOTHETICAL GROSS (AND NET)              ASSUMING HYPOTHETICAL GROSS (AND NET)
                PREMIUMS                 ANNUAL INVESTMENT RETURN OF                       ANNUAL INVESTMENT RETURN OF
   END OF     ACCUMULATED       ----------------------------------------------     ----------------------------------------------
   POLICY    AT 4% INTEREST         0% GROSS       6% GROSS        12% GROSS           0% GROSS       6% GROSS        12% GROSS
    YEAR        PER YEAR         (-1.11% NET)     (4.89% NET)    (10.89% NET)       (-1.11% NET)     (4.89% NET)    (10.89% NET)
 ----------  --------------     --------------  --------------  --------------     --------------  --------------  --------------
<S>          <C>                <C>             <C>             <C>                <C>             <C>             <C>
     1           $  1,458          $100,000        $100,000      $  100,000            $ 1,151        $  1,221      $    1,291
     2           $  2,975          $100,000        $100,000      $  100,000            $ 2,189        $  2,397      $    2,613
     3           $  4,552          $100,000        $100,000      $  100,000            $ 3,235        $  3,652      $    4,103
     4           $  6,192          $100,000        $100,000      $  100,000            $ 4,193        $  4,893      $    5,681
     5           $  7,898          $100,000        $100,000      $  100,000            $ 5,201        $  6,258      $    7,498
     6           $  9,672          $100,000        $100,000      $  100,000            $ 6,185        $  7,678      $    9,502
     7           $ 11,517          $100,000        $100,000      $  100,000            $ 7,148        $  9,159      $   11,717
     8           $ 13,435          $100,000        $100,000      $  100,000            $ 8,091        $ 10,704      $   14,166
     9           $ 15,431          $100,000        $100,000      $  100,000            $ 9,013        $ 12,315      $   16,876
    10           $ 17,506          $100,000        $100,000      $  100,000            $ 9,914        $ 13,996      $   19,875
    15           $ 29,197          $100,000        $100,000      $  104,463            $14,113        $ 23,600      $   40,518
    20           $ 43,420          $100,000        $100,000      $  164,528            $17,628        $ 35,474      $   74,382
    25           $ 60,725          $100,000        $100,000      $  251,735            $20,638        $ 51,106      $  131,330
30 (Age 65)      $ 81,779          $100,000        $118,682      $  376,747            $22,189        $ 70,578      $  224,044
    35           $107,394          $100,000        $141,086      $  559,997            $21,288        $ 94,195      $  373,876
    40           $138,559          $100,000        $166,700      $  835,434            $16,526        $122,843      $  615,640
    45           $176,476          $100,000(2)     $197,236      $1,258,035            $ 4,079(2)     $157,290      $1,003,245
</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 47, 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.

                                       T1

<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

<TABLE>
<CAPTION>
                                              DEATH BENEFIT (1)                              CASH SURRENDER VALUE (1)
                                ----------------------------------------------     ----------------------------------------------
                                     ASSUMING HYPOTHETICAL GROSS (AND NET)              ASSUMING HYPOTHETICAL GROSS (AND NET)
                PREMIUMS                 ANNUAL INVESTMENT RETURN OF                       ANNUAL INVESTMENT RETURN OF
   END OF     ACCUMULATED       ----------------------------------------------     ----------------------------------------------
   POLICY    AT 4% INTEREST         0% GROSS       6% GROSS        12% GROSS           0% GROSS       6% GROSS        12% GROSS
    YEAR        PER YEAR         (-1.41% NET)     (4.59% NET)    (10.59% NET)       (-1.41% NET)     (4.59% NET)    (10.59% NET)
 ----------  --------------     --------------  --------------  --------------     --------------  --------------  --------------
<S>          <C>                <C>             <C>             <C>                <C>             <C>             <C>
     1           $  1,458          $100,000        $100,000        $100,000            $ 1,101        $  1,170        $  1,238
     2           $  2,975          $100,000        $100,000        $100,000            $ 2,085        $  2,285        $  2,494
     3           $  4,552          $100,000        $100,000        $100,000            $ 3,046        $  3,443        $  3,873
     4           $  6,192          $100,000        $100,000        $100,000            $ 3,886        $  4,547        $  5,293
     5           $  7,898          $100,000        $100,000        $100,000            $ 4,798        $  5,791        $  6,958
     6           $  9,672          $100,000        $100,000        $100,000            $ 5,683        $  7,079        $  8,788
     7           $ 11,517          $100,000        $100,000        $100,000            $ 6,541        $  8,412        $ 10,799
     8           $ 13,435          $100,000        $100,000        $100,000            $ 7,371        $  9,793        $ 13,011
     9           $ 15,431          $100,000        $100,000        $100,000            $ 8,173        $ 11,222        $ 15,445
    10           $ 17,506          $100,000        $100,000        $100,000            $ 8,946        $ 12,700        $ 18,125
    15           $ 29,197          $100,000        $100,000        $100,000            $12,309        $ 20,871        $ 36,245
    20           $ 43,420          $100,000        $100,000        $144,610            $14,604        $ 30,418        $ 65,377
    25           $ 60,725          $100,000        $100,000        $211,776            $15,228        $ 41,371        $110,483
30 (Age 65)      $ 81,779          $100,000        $100,000        $301,225            $13,140        $ 53,897        $179,133
    35           $107,394          $100,000        $102,472        $421,566            $ 6,124        $ 68,414        $281,454
    40           $138,559          $      0(2)     $114,368        $584,758            $     0(2)     $ 84,279        $430,914
    45           $176,476          $      0        $126,134        $807,899            $     0        $100,588        $644,275

</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.

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.


                                       T2

<PAGE>


                  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

<TABLE>
<CAPTION>
                                              DEATH BENEFIT (1)                              CASH SURRENDER VALUE (1)
                                ----------------------------------------------     ----------------------------------------------
                                     ASSUMING HYPOTHETICAL GROSS (AND NET)              ASSUMING HYPOTHETICAL GROSS (AND NET)
                PREMIUMS                 ANNUAL INVESTMENT RETURN OF                       ANNUAL INVESTMENT RETURN OF
   END OF     ACCUMULATED       ----------------------------------------------     ----------------------------------------------
   POLICY    AT 4% INTEREST         0% GROSS       6% GROSS        12% GROSS           0% GROSS       6% GROSS        12% GROSS
    YEAR        PER YEAR         (-1.11% NET)     (4.89% NET)    (10.89% NET)       (-1.11% NET)     (4.89% NET)    (10.89% NET)
 ----------  --------------     --------------  --------------  --------------     --------------  --------------  --------------
<S>          <C>                <C>             <C>             <C>                <C>             <C>             <C>
     1           $  3,716          $100,000        $100,000        $100,000            $ 2,890        $  3,067        $  3,244
     2           $  7,581          $100,000        $100,000        $100,000            $ 5,476        $  6,002        $  6,551
     3           $ 11,601          $100,000        $100,000        $100,000            $ 8,076        $  9,130        $ 10,273
     4           $ 15,782          $100,000        $100,000        $100,000            $10,442        $ 12,209        $ 14,203
     5           $ 20,129          $100,000        $100,000        $100,000            $12,925        $ 15,598        $ 18,739
     6           $ 24,651          $100,000        $100,000        $100,000            $15,347        $ 19,127        $ 23,754
     7           $ 29,353          $100,000        $100,000        $100,000            $17,707        $ 22,806        $ 29,310
     8           $ 34,244          $100,000        $100,000        $100,000            $20,005        $ 26,645        $ 35,474
     9           $ 39,330          $100,000        $100,000        $100,000            $22,237        $ 30,652        $ 42,326
10 (Age 65)      $ 44,620          $100,000        $100,000        $100,000            $24,403        $ 34,843        $ 49,957
    15           $ 74,416          $100,000        $100,000        $153,336            $34,169        $ 59,127        $102,374
    20           $110,668          $100,000        $123,989        $256,417            $41,984        $ 91,368        $188,956
    25           $154,773          $100,000(2)     $164,045        $412,424            $46,145(2)     $130,821        $328,896
</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 41, unless an additional premium payment was made.

THE  HYPOTHETICAL  INVESTMENT  RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE  ONLY AND SHOULD NOT BE DEEMED A  REPRESENTATION  OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF RETURN MAY BE MORE OR
LESS THAN  THOSE  SHOWN AND WILL  DEPEND ON A NUMBER OF  FACTORS  INCLUDING  THE
INVESTMENT ALLOCATIONS MADE BY AN OWNER, PREVAILING INTEREST RATES, AND RATES OF
INFLATION.  THE DEATH BENEFIT AND CASH  SURRENDER  VALUE FOR A CONTRACT WOULD BE
DIFFERENT  FROM THOSE SHOWN IF THE ACTUAL  RATES OF RETURN  AVERAGED 0%, 6%, 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.

                                       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


<TABLE>
<CAPTION>
                                              DEATH BENEFIT (1)                              CASH SURRENDER VALUE (1)
                                ----------------------------------------------     ----------------------------------------------
                                     ASSUMING HYPOTHETICAL GROSS (AND NET)              ASSUMING HYPOTHETICAL GROSS (AND NET)
                PREMIUMS                 ANNUAL INVESTMENT RETURN OF                       ANNUAL INVESTMENT RETURN OF
   END OF     ACCUMULATED       ----------------------------------------------     ----------------------------------------------
   POLICY    AT 4% INTEREST         0% GROSS       6% GROSS        12% GROSS           0% GROSS       6% GROSS        12% GROSS
    YEAR        PER YEAR         (-1.41% NET)     (4.59% NET)    (10.59% NET)       (-1.41% NET)     (4.59% NET)    (10.59% NET)
 ----------  --------------     --------------  --------------  --------------     --------------  --------------  --------------
<S>          <C>                <C>             <C>             <C>                <C>             <C>             <C>

     1           $  3,716          $100,000        $100,000        $100,000            $ 2,579         $ 2,747        $  2,915
     2           $  7,581          $100,000        $100,000        $100,000            $ 4,821         $ 5,304        $  5,808
     3           $ 11,601          $100,000        $100,000        $100,000            $ 6,968         $ 7,918        $  8,951
     4           $ 15,782          $100,000        $100,000        $100,000            $ 8,772         $10,344        $ 12,123
     5           $ 20,129          $100,000        $100,000        $100,000            $10,717         $13,069        $ 15,845
     6           $ 24,651          $100,000        $100,000        $100,000            $12,550         $15,846        $ 19,905
     7           $ 29,353          $100,000        $100,000        $100,000            $14,265         $18,675        $ 24,343
     8           $ 34,244          $100,000        $100,000        $100,000            $15,849         $21,549        $ 29,203
     9           $ 39,330          $100,000        $100,000        $100,000            $17,289         $24,464        $ 34,537
10 (Age 65)      $ 44,620          $100,000        $100,000        $100,000            $18,574         $27,420        $ 40,414
    15           $ 74,416          $100,000        $100,000        $121,045            $22,274         $42,919        $ 80,814
    20           $110,668          $100,000        $100,000        $192,564            $19,022         $60,116        $141,903
    25           $154,773          $100,000(2)     $102,361        $288,190            $ 1,271(2)      $81,630        $229,823

</TABLE>

 (1)  Assumes no Contract loan has been made.

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

THE  HYPOTHETICAL  INVESTMENT  RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE  ONLY AND SHOULD NOT BE DEEMED A  REPRESENTATION  OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF RETURN MAY BE MORE OR
LESS THAN  THOSE  SHOWN AND WILL  DEPEND ON A NUMBER OF  FACTORS  INCLUDING  THE
INVESTMENT ALLOCATIONS MADE BY AN OWNER, PREVAILING INTEREST RATES, AND RATES OF
INFLATION.  THE DEATH BENEFIT AND CASH  SURRENDER  VALUE FOR A CONTRACT WOULD BE
DIFFERENT  FROM THOSE SHOWN IF THE ACTUAL  RATES OF RETURN  AVERAGED 0%, 6%, 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.



                                       T4

<PAGE>

                  PRUSELECT I VARIABLE LIFE INSURANCE CONTRACT
                           MALE PREFERRED ISSUE AGE 35
            ASSUME PAYMENT OF $3,897 ANNUAL PREMIUMS FOR SEVEN YEARS
                              USING CURRENT CHARGES


<TABLE>
<CAPTION>
                                              DEATH BENEFIT (1)                              CASH SURRENDER VALUE (1)
                                ----------------------------------------------     ----------------------------------------------
                                     ASSUMING HYPOTHETICAL GROSS (AND NET)              ASSUMING HYPOTHETICAL GROSS (AND NET)
                PREMIUMS                 ANNUAL INVESTMENT RETURN OF                       ANNUAL INVESTMENT RETURN OF
   END OF     ACCUMULATED       ----------------------------------------------     ----------------------------------------------
   POLICY    AT 4% INTEREST         0% GROSS       6% GROSS        12% GROSS           0% GROSS       6% GROSS        12% GROSS
    YEAR        PER YEAR         (-1.11% NET)     (4.89% NET)    (10.89% NET)       (-1.11% NET)     (4.89% NET)    (10.89% NET)
 ----------  --------------     --------------  --------------  --------------     --------------  --------------  --------------
<S>          <C>                <C>             <C>             <C>                <C>             <C>             <C>
     1           $  4,053          $100,000        $100,000      $  100,000            $ 3,574        $  3,780      $    3,987
     2           $  8,268          $100,000        $100,000      $  100,000            $ 6,841        $  7,468      $    8,119
     3           $ 12,651          $100,000        $100,000      $  100,000            $10,144        $ 11,413      $   12,784
     4           $ 17,210          $100,000        $100,000      $  100,000            $13,217        $ 15,359      $   17,767
     5           $ 21,952          $100,000        $100,000      $  100,000            $16,441        $ 19,695      $   23,504
     6           $ 26,883          $100,000        $100,000      $  103,029            $19,623        $ 24,240      $   29,864
     7           $ 32,011          $100,000        $100,000      $  123,101            $22,765        $ 29,007      $   36,882
     8           $ 33,291          $100,000        $100,000      $  131,195            $22,276        $ 30,197      $   40,623
     9           $ 34,623          $100,000        $100,000      $  139,859            $21,781        $ 31,438      $   44,748
    10           $ 36,008          $100,000        $100,000      $  149,131            $21,279        $ 32,732      $   49,295
    15           $ 43,809          $100,000        $103,393      $  206,509            $18,657        $ 40,103      $   80,099
    20           $ 53,300          $100,000        $108,573      $  287,704            $15,629        $ 49,085      $  130,068
    25           $ 64,848          $100,000        $116,942      $  411,058            $12,173        $ 61,008      $  214,449
30 (Age 65)      $ 78,898          $100,000        $126,880      $  591,365            $ 7,074        $ 75,453      $  351,673
    35           $ 95,991          $      0(2)     $139,010      $  858,662            $     0(2)     $ 92,809      $  573,277
    40           $116,788          $      0        $154,361      $1,263,031            $     0        $113,750      $  930,740
    45           $142,090          $      0        $174,047      $1,885,601            $     0        $138,797      $1,503,710
</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.

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.


                                       T5
<PAGE>


                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

<TABLE>
<CAPTION>
                                              DEATH BENEFIT (1)                              CASH SURRENDER VALUE (1)
                                ----------------------------------------------     ----------------------------------------------
                                     ASSUMING HYPOTHETICAL GROSS (AND NET)              ASSUMING HYPOTHETICAL GROSS (AND NET)
                PREMIUMS                 ANNUAL INVESTMENT RETURN OF                       ANNUAL INVESTMENT RETURN OF
   END OF     ACCUMULATED       ----------------------------------------------     ----------------------------------------------
   POLICY    AT 4% INTEREST         0% GROSS       6% GROSS        12% GROSS           0% GROSS       6% GROSS        12% GROSS
    YEAR        PER YEAR         (-1.41% NET)     (4.59% NET)    (10.59% NET)       (-1.41% NET)     (4.59% NET)    (10.59% NET)
 ----------  --------------     --------------  --------------  --------------     --------------  --------------  --------------
<S>          <C>                <C>             <C>             <C>                <C>             <C>             <C>
     1           $  4,053          $100,000        $100,000      $  100,000            $ 3,518         $ 3,723        $  3,928
     2           $  8,268          $100,000        $100,000      $  100,000            $ 6,720         $ 7,335        $  7,975
     3           $ 12,651          $100,000        $100,000      $  100,000            $ 9,873         $11,109        $ 12,448
     4           $ 17,210          $100,000        $100,000      $  100,000            $12,708         $14,786        $ 17,125
     5           $ 21,952          $100,000        $100,000      $  100,000            $15,761         $18,907        $ 22,593
     6           $ 26,883          $100,000        $100,000      $  100,000            $18,765         $23,214        $ 28,640
     7           $ 32,011          $100,000        $100,000      $  117,796            $21,719         $27,715        $ 35,293
     8           $ 33,291          $100,000        $100,000      $  124,975            $21,115         $28,699        $ 38,697
     9           $ 34,623          $100,000        $100,000      $  132,620            $20,502         $29,716        $ 42,432
    10           $ 36,008          $100,000        $100,000      $  140,756            $19,877         $30,766        $ 46,527
    15           $ 43,809          $100,000        $100,000      $  189,995            $16,506         $36,533        $ 73,693
    20           $ 53,300          $100,000        $100,000      $  257,165            $12,400         $43,173        $116,262
    25           $ 64,848          $100,000        $100,000      $  348,696            $ 6,758         $50,597        $181,915
30 (Age 65)      $ 78,898          $      0(2)     $100,000      $  473,419            $     0(2)      $58,711        $281,533
    35           $ 95,991          $      0        $100,899      $  643,515            $     0         $67,364        $429,636
    40           $116,788          $      0        $103,399      $  876,030            $     0         $76,196        $645,555
    45           $142,090          $      0        $106,255      $1,195,416            $     0         $84,735        $953,308
</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.

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.


                                       T6

<PAGE>

                  PRUSELECT I VARIABLE LIFE INSURANCE CONTRACT
                           MALE PREFERRED ISSUE AGE 55
            ASSUME PAYMENT OF $7,633 ANNUAL PREMIUMS FOR SEVEN YEARS
                              USING CURRENT CHARGES

<TABLE>
<CAPTION>
                                              DEATH BENEFIT (1)                              CASH SURRENDER VALUE (1)
                                ----------------------------------------------     ----------------------------------------------
                                     ASSUMING HYPOTHETICAL GROSS (AND NET)              ASSUMING HYPOTHETICAL GROSS (AND NET)
                PREMIUMS                 ANNUAL INVESTMENT RETURN OF                       ANNUAL INVESTMENT RETURN OF
   END OF     ACCUMULATED       ----------------------------------------------     ----------------------------------------------
   POLICY    AT 4% INTEREST         0% GROSS       6% GROSS        12% GROSS           0% GROSS       6% GROSS        12% GROSS
    YEAR        PER YEAR         (-1.11% NET)     (4.89% NET)    (10.89% NET)       (-1.11% NET)     (4.89% NET)    (10.89% NET)
 ----------  --------------     --------------  --------------  --------------     --------------  --------------  --------------
<S>          <C>                <C>             <C>             <C>                <C>             <C>             <C>
     1           $  7,938          $100,000        $100,000        $100,000            $ 6,846        $  7,246        $  7,647
     2           $ 16,194          $100,000        $100,000        $100,000            $13,091        $ 14,303        $ 15,564
     3           $ 24,780          $100,000        $100,000        $100,000            $19,414        $ 21,867        $ 24,522
     4           $ 33,710          $100,000        $100,000        $100,000            $25,294        $ 29,439        $ 34,106
     5           $ 42,997          $100,000        $100,000        $100,000            $31,482        $ 37,793        $ 45,189
     6           $ 52,655          $100,000        $100,000        $107,268            $37,607        $ 46,585        $ 57,511
     7           $ 62,699          $100,000        $101,403        $129,051            $43,676        $ 55,843        $ 71,068
     8           $ 65,207          $100,000        $102,735        $138,266            $42,606        $ 58,080        $ 78,167
     9           $ 67,815          $100,000        $104,144        $148,230            $41,495        $ 60,405        $ 85,975
10 (Age 65)      $ 70,528          $100,000        $105,636        $159,013            $40,336        $ 62,820        $ 94,562
    15           $ 85,808          $100,000        $114,381        $227,883            $33,538        $ 76,366        $152,144
    20           $104,399          $100,000        $127,378        $335,955            $23,672        $ 93,866        $247,568
    25           $127,017          $100,000(2)     $144,263        $503,663            $ 5,667(2)     $115,046        $401,656
</TABLE>


 (1)  Assumes no Contract loan has been made.

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

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.


                                       T7

<PAGE>

                  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

<TABLE>
<CAPTION>
                                              DEATH BENEFIT (1)                              CASH SURRENDER VALUE (1)
                                ----------------------------------------------     ----------------------------------------------
                                     ASSUMING HYPOTHETICAL GROSS (AND NET)              ASSUMING HYPOTHETICAL GROSS (AND NET)
                PREMIUMS                 ANNUAL INVESTMENT RETURN OF                       ANNUAL INVESTMENT RETURN OF
   END OF     ACCUMULATED       ----------------------------------------------     ----------------------------------------------
   POLICY    AT 4% INTEREST         0% GROSS       6% GROSS        12% GROSS           0% GROSS       6% GROSS        12% GROSS
    YEAR        PER YEAR         (-1.41% NET)     (4.59% NET)    (10.59% NET)       (-1.41% NET)     (4.59% NET)    (10.59% NET)
 ----------  --------------     --------------  --------------  --------------     --------------  --------------  --------------
<S>          <C>                <C>             <C>             <C>                <C>             <C>             <C>
     1           $  7,938          $100,000        $100,000        $100,000            $ 6,536         $ 6,927        $  7,319
     2           $ 16,194          $100,000        $100,000        $100,000            $12,439         $13,605        $ 14,819
     3           $ 24,780          $100,000        $100,000        $100,000            $18,239         $20,579        $ 23,115
     4           $ 33,710          $100,000        $100,000        $100,000            $23,417         $27,349        $ 31,785
     5           $ 42,997          $100,000        $100,000        $100,000            $29,021         $34,986        $ 41,994
     6           $ 52,655          $100,000        $100,000        $100,000            $34,534         $42,997        $ 53,355
     7           $ 62,699          $100,000        $100,000        $119,467            $39,960         $51,418        $ 65,790
     8           $ 65,207          $100,000        $100,000        $126,892            $38,334         $52,895        $ 71,737
     9           $ 67,815          $100,000        $100,000        $134,795            $36,592         $54,379        $ 78,182
10 (Age 65)      $ 70,528          $100,000        $100,000        $143,206            $34,716         $55,866        $ 85,162
    15           $ 85,808          $100,000        $100,000        $194,110            $22,489         $63,310        $129,596
    20           $104,399          $100,000        $100,000        $263,752            $ 1,215         $70,427        $194,362
    25           $127,017          $      0(2)     $100,000(2)     $359,460            $     0(2)      $76,639(2)     $286,658
</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 45
      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.

                                       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 1997 ranged from 7.03% to 7.99%.
    

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  proportionately
based on their balances at the time of the loan repayment.

The tax  treatment  of  Contract  loans  depends  on  whether  the  Contract  is
classified as a Modified  Endowment  Contract for federal tax purposes.  See TAX
TREATMENT OF CONTRACT BENEFITS, page 12.

WHEN PROCEEDS ARE PAID

Pruco  Life  will  generally  pay  any  death  benefit,  cash  surrender  value,
withdrawal or loan proceeds  within 7 days after receipt at a 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 at a Home
Office. 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.


                                       11
<PAGE>

TAX TREATMENT OF CONTRACT BENEFITS

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

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

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

However,  section 7702 of the Code which defines life insurance for tax purposes
gives the Secretary of the Treasury authority to prescribe  regulations to carry
out the purposes of the section. In this regard,  proposed regulations governing
mortality  charges were issued 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. Moreover, increases in a Contract's face
      amount after the Contract  date may also affect  whether the Contract is a
      Modified
    


                                       12
<PAGE>

      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 amount of any loans excludible from income. These rules may also apply
      to pre-death distributions, including loans, made during the 2 year period
      prior to the Contract becoming a Modified Endowment Contract.

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

      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  gift,  estate  and/or  income  tax
consequences  depending on the  circumstances.  In the case of a transfer of the
Contract  for a  valuable  consideration,  the death  benefit  may be subject to
federal  income  taxes under  section  101(a)(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.  The  Health  Insurance  Portability  and  Accountability  Act of 1996
generally   disallows  tax  deductions  for  interest  on  Contract  debt  on  a
business-owned  insurance policy effective (with certain transitional rules) for
interest  paid or accrued  after  October 13,  1995.  An  exception  permits the
deduction of interest on policy loans on Contracts for up to 20 key persons. The
interest  deduction  for Contract  debt on such loans is limited to a prescribed
interest  rate and a maximum  aggregate  loan  amount of $50,000 per key insured
person.  The Code also  imposes an indirect  tax upon  additions to the Contract
fund or the  receipt  of death  benefits  under  business-owned  life  insurance
policies under certain circumstances by way of the corporate alternative minimum
tax.
    

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

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.

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 a Home  Office  within the 61 day grace  period  after the
notice of default is mailed or the Contract  will lapse.  A Contract that lapses
with an outstanding  Contract loan may have tax consequences.  See TAX TREATMENT
OF CONTRACT BENEFITS, page 12.


                                       13
<PAGE>

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

A  Contract  that has  lapsed  has no value and  provides  no  benefits.  Such a
Contract may become a Modified Endowment Contract. See TAX TREATMENT OF CONTRACT
BENEFITS, page 12.

LEGAL CONSIDERATIONS RELATING TO SEX-DISTINCT PREMIUMS AND BENEFITS

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

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. It
is possible for this Contract to be classified as a Modified  Endowment Contract
if this option is exercised. See TAX TREATMENT OF CONTRACT BENEFITS, page 12.
    

OTHER GENERAL CONTRACT PROVISIONS

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

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

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

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

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


                                       14
<PAGE>

shareholders  meetings  when not  required  to do so under  Maryland  law or the
Investment  Company  Act of  1940.  Series  Fund  shares  for  which  no  timely
instructions from Contract owners are received,  and any shares  attributable to
general  account  investments of Pruco Life will be voted in the same proportion
as shares in the  respective  portfolios  for which  instructions  are received.
Should the applicable federal  securities laws or regulations,  or their current
interpretation,  change so as to permit  Pruco Life to vote shares of the Series
Fund in its own right, it may elect to do so.

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

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

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

SUBSTITUTION OF SERIES FUND SHARES

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

REPORTS TO CONTRACT OWNERS

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

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
Prudential, acts as the principal underwriter of the Contract. Prusec, organized
in 1971 under New Jersey law,  is  registered  as a broker and dealer  under the
Securities  Exchange Act of 1934 and is a member of the National  Association of
Securities  Dealers,  Inc.  Prusec's  principal  business  address  is 751 Broad
Street,  Newark,  New Jersey  07102-3777.  The  Contract  is sold by  registered
representatives of Prusec who are also authorized by state insurance departments
to do so. The Contract may also be sold through other broker-dealers  authorized
by Prusec and applicable law to do so. Registered  representatives of such other
broker-dealers  may be paid on a  different  basis  than  described  below.  The
maximum  commission that will be paid to the  representative  is 12% of premiums
received in the first year up to
    


                                       15
<PAGE>

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.

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

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

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

Actuarial  matters  included in this  prospectus  have been examined by Nancy D.
Davis,  FSA,  MAAA,  Vice  President and Actuary of Prudential  whose opinion is
filed as an exhibit to the registration statement.

LITIGATION

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

   
YEAR 2000 COMPLIANCE

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

Prudential,  Pruco Life and Prusec's ultimate corporate parent,  identified this
issue as a  critical  priority  in 1995 and has  established  quality  assurance
procedures including a certification process to monitor and evaluate enterprise-
wide conversion and upgrading of systems for "Year 2000" compliance.  Prudential
has also initiated an analysis of potential  exposure that could result from the
failure of major service providers such as suppliers, custodians and
    


                                       16
<PAGE>

   
brokers,  to achieve Year 2000  compliance.  Prudential  expects to complete its
adaptation,  testing and  certification  of software for Year 2000 compliance by
December 31, 1998. During 1999,  Prudential plans to conduct additional internal
testing, to participate in securities industry-wide test efforts and to complete
major service provider analysis and contingency planning.

The expenses of  Prudential's  Year 2000  compliance  are  allocated  across its
various businesses, including those businesses not engaged in providing services
to  Contract  owners.  Accordingly,  while the  expense  is  substantial  in the
aggregate,  it is not  expected  to  have a  material  impact  on  Pruco  Life's
abilities to meet its contractual commitments to Contract owners.

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

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.


                                       17
<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

JAMES J. AVERY, JR.,  Chairman and Director.  -- Senior Vice President and Chief
Actuary,  Prudential  Individual  Insurance  Group  since  1997;  1995 to  1997:
President  of  Prudential  Select;  Prior to 1995:  Chief  Operating  Officer of
Prudential Select.

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

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

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

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

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

KIYOFUMI SAKAGUCHI,  Director. -- President,  Prudential International Insurance
Group since 1995;  Prior to 1995:  Chairman  and Chief  Executive  Officer,  The
Prudential Life Insurance Co., Ltd.

                         OFFICERS WHO ARE NOT DIRECTORS

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

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

JAMES C.  DROZANOWSKI,  Senior Vice President.  -- Vice President and Operations
Executive,  Prudential  Individual  Insurance  Group since  1996;  1995 to 1996:
President and Chief Executive  Officer of Chase  Manhattan Bank;  Prior to 1995:
Vice President, North America Customer Services, Chase Manhattan Bank.

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

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

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

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

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

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

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

   
Pruco Life directors and officers are elected annually.
    


                                       18
<PAGE>

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<PAGE>

   

                             FINANCIAL STATEMENTS OF
                      PRUCO LIFE VARIABLE UNIVERSAL ACCOUNT

STATEMENTS OF NET ASSETS
December 31,1997

<TABLE>
<CAPTION>
                                                                                      SUBACCOUNTS
                                                      -----------------------------------------------------------------------------
                                                         MONEY        DIVERSIFIED                       FLEXIBLE      CONSERVATIVE
                                                         MARKET           BOND           EQUITY         MANAGED         BALANCED
                                                      ------------  ---------------    -----------    -------------  --------------
<S>                                                   <C>           <C>                <C>            <C>            <C>

ASSETS

  Investment in shares of The Prudential Series
  Fund, Inc.
   Portfolios at net asset value [Note 3].........    $  9,057,166    $ 36,536,192    $ 53,602,182    $ 37,455,493    $ 47,361,225
   Receivable from Pruco Life Insurance Company
   [Note 2].......................................         309,987          83,538         171,996          23,892         160,685
                                                      ------------    ------------    ------------    ------------    ------------
     Net Assets...................................    $  9,367,153    $ 36,619,730    $ 53,774,178    $ 37,479,385    $ 47,521,910
                                                      ============    ============    ============    ============    ============

NET ASSETS, representing:
  Equity of Contract owners.......................    $  9,367,153    $ 36,619,730    $ 53,774,178    $ 37,479,385    $ 47,521,910
  Equity of Pruco Life Insurance Company..........               0               0               0               0               0
                                                      ------------    ------------    ------------    ------------    ------------
                                                      $  9,367,153    $ 36,619,730    $ 53,774,178    $ 37,479,385    $ 47,521,910
                                                      ============    ============    ============    ============    ============
</TABLE>



STATEMENTS OF OPERATIONS
For the year ended December 31, 1997

<TABLE>
<CAPTION>
                                                                                      SUBACCOUNTS
                                                      -----------------------------------------------------------------------------
                                                         MONEY        DIVERSIFIED                       FLEXIBLE      CONSERVATIVE
                                                         MARKET           BOND           EQUITY         MANAGED         BALANCED
                                                      ------------  ---------------    -----------    -------------  --------------
<S>                                                   <C>           <C>                <C>            <C>            <C>
INVESTMENT INCOME
  Dividend distributions received.................    $    461,061    $  2,574,631    $  1,108,812    $  1,050,936    $  2,025,296

EXPENSES
  Charges to Contract owners for assuming
   mortality risk and expense risk [Note 5A]......          50,651         205,292         286,301         206,248         256,921
  Reimbursement for excess expenses [Note 5C].....               0               0               0               0               0
                                                      ------------    ------------    ------------    ------------    ------------
NET EXPENSES......................................          50,651         205,292         286,301         206,248         256,921
                                                      ------------    ------------    ------------    ------------    ------------
NET INVESTMENT INCOME (LOSS)......................         410,410       2,369,339         822,511         844,688       1,768,375
                                                      ------------    ------------    ------------    ------------    ------------
NET REALIZED AND UNREALIZED GAIN (LOSS)
  ON INVESTMENTS
   Capital gains distributions received...........               0         408,037       2,827,131       5,545,715       5,037,552
   Realized gain (loss) on shares redeemed
     [average cost basis].........................               0          94,146       1,774,816         605,368         200,066
   Net change in unrealized gain (loss)
     on investments...............................               0        (288,588)      4,476,157      (1,682,924)     (1,945,306)
                                                      ------------    ------------    ------------    ------------    ------------

NET GAIN (LOSS) ON INVESTMENTS....................               0         213,595       9,078,104       4,468,159       3,292,312
                                                      ------------    ------------    ------------    ------------    ------------
NET INCREASE (DECREASE) IN NET ASSETS
  RESULTING FROM OPERATIONS.......................    $    410,410    $  2,582,934    $  9,900,615    $  5,312,847    $  5,060,687
                                                      ============    ============    ============    ============    ============
</TABLE>

    
           SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A11 THROUGH A16
                                       A1


<PAGE>

   
<TABLE>
<CAPTION>
                                           SUBACCOUNTS (CONTINUED)
- --------------------------------------------------------------------------------------------------------------
 ZERO COUPON         HIGH
    BOND             YIELD           STOCK           EQUITY         NATURAL                        GOVERNMENT
    2000             BOND            INDEX           INCOME        RESOURCES         GLOBAL          INCOME
- --------------   -------------    ------------    ------------    ------------    -----------     ------------
<S>              <C>              <C>             <C>             <C>             <C>             <C>

$ 18,472,034     $  2,090,959     $110,283,582    $ 15,693,129    $  1,016,447    $10,727,208     $ 3,433,155

           0                0          119,648               0               0              0               0
- ------------     ------------     ------------    ------------    ------------    -----------     -----------
$ 18,472,034     $  2,090,959     $110,403,230    $ 15,693,129    $  1,016,447    $10,727,208     $ 3,433,155
============     ============     ============    ============    ============    ===========     ===========

$ 18,444,106     $  2,086,946     $110,403,230    $ 15,686,834    $  1,010,567    $10,671,085     $ 3,423,623

      27,928            4,013                0           6,295           5,880         56,123           9,532
- ------------     ------------     ------------    ------------    ------------    -----------     -----------
$ 18,472,034     $  2,090,959     $110,403,230    $ 15,693,129    $  1,016,447    $10,727,208     $ 3,433,155
============     ============     ============    ============    ============    ===========     ===========
</TABLE>


<TABLE>
<CAPTION>
                                           SUBACCOUNTS (CONTINUED)
- --------------------------------------------------------------------------------------------------------------
 ZERO COUPON         HIGH
    BOND             YIELD           STOCK           EQUITY         NATURAL                        GOVERNMENT
    2000             BOND            INDEX           INCOME        RESOURCES         GLOBAL          INCOME
- --------------   -------------    ------------    ------------    ------------    -----------     ------------
<S>              <C>              <C>             <C>             <C>             <C>             <C>

$    745,017     $    197,684     $  1,326,042    $    370,792    $      8,087    $    149,254    $    257,272

     101,616           12,354          502,161          85,229           9,335          80,250          23,144
     (42,117)               0                0               0               0               0               0
- ------------     ------------     ------------    ------------    ------------    ------------    ------------
      59,499           12,354          502,161          85,229           9,335          80,250          23,144
- ------------     ------------     ------------    ------------    ------------    ------------    ------------
     685,518          185,330          823,881         285,563          (1,248)         69,004         234,128
- ------------     ------------     ------------    ------------    ------------    ------------    ------------


     690,332                0        2,997,271       1,414,553         136,346         504,462               0

     (94,913)          16,526        2,754,626         481,377          24,931       1,501,595          17,410

    (355,649)          59,640       15,534,339       2,177,083        (299,786)       (871,934)         86,634
- ------------     ------------     ------------    ------------    ------------    ------------    ------------
     239,770           76,166       21,286,236       4,073,013        (138,509)      1,134,123         104,044
- ------------     ------------     ------------    ------------    ------------    ------------    ------------

$    925,288     $    261,496     $ 22,110,117    $  4,358,576    $  (139,757)    $  1,203,127    $    338,172
============     ============     ============    ============    ============    ============    ============
</TABLE>
    

           SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A11 THROUGH A16
                                       A2

<PAGE>

   

                             FINANCIAL STATEMENTS OF
                      PRUCO LIFE VARIABLE UNIVERSAL ACCOUNT

STATEMENTS OF NET ASSETS
December 31,1997

<TABLE>
<CAPTION>
                                                                       SUBACCOUNTS
                                                      ----------------------------------------------
                                                       ZERO COUPON                        SMALL
                                                          BOND         PRUDENTIAL     CAPITALIZATION
                                                          2005          JENNISON          STOCK
                                                      ----------------------------------------------
<S>                                                   <C>             <C>             <C>
ASSETS
  Investment in shares of the Prudential Series
  Fund, Inc
   Portfolios at net asset value [Note 3].........    $   6,327,635   $     884,922   $   5,852,198
   Receivable from Pruco Life Insurance Company
   [Note 2].......................................                0               0         103,338
                                                      -------------   -------------   -------------
     Net Assets...................................    $   6,327,635   $     884,922   $   5,955,536
                                                      =============   =============   =============
NET ASSETS, representing:

  Equity of Contract owners.......................    $   6,238,139         880,670       5,955,536
  Equity of Pruco Life Insurance Company..........           89,496           4,252               0
                                                      -------------   -------------   -------------
                                                      $   6,327,635   $     884,922   $   5,955,536
                                                      =============   =============   =============
</TABLE>


STATEMENTS OF OPERATIONS
For the year ended December 31, 1997

<TABLE>
<CAPTION>
                                                                       SUBACCOUNTS
                                                      ----------------------------------------------
                                                       ZERO COUPON                        SMALL
                                                          BOND         PRUDENTIAL     CAPITALIZATION
                                                          2005          JENNISON          STOCK
                                                      ----------------------------------------------
<S>                                                   <C>             <C>             <C>

INVESTMENT INCOME
  Dividend distributions received.................    $     485,431   $       1,751   $      39,052

EXPENSES
  Charges to Contract owners for assuming
   mortality risk and expense risk [Note 5A]......            42,708           4,217          34,205
  Reimbursement for excess expenses [Note 5C].....           (23,762)              0               0
                                                       -------------   -------------   -------------
NET EXPENSES......................................            18,946           4,217          34,205
                                                       -------------   -------------   -------------
NET INVESTMENT INCOME (LOSS)......................           466,485          (2,466)          4,847
                                                       -------------   -------------   -------------
NET REALIZED AND UNREALIZED GAIN (LOSS)
  ON INVESTMENTS
   Capital gains distributions received...........           124,816          50,105         381,206
   Realized gain (loss) on shares redeemed
     [average cost basis].........................           225,279          43,121         703,647
   Net change in unrealized gain (loss)
     on investments...............................           215,644          73,161         238,634
                                                       -------------   -------------   -------------
NET GAIN (LOSS) ON INVESTMENTS....................           565,739         166,387       1,323,487
                                                       -------------   -------------   -------------
NET INCREASE (DECREASE) IN NET ASSETS
  RESULTING FROM OPERATIONS.......................     $   1,032,224   $     163,921   $   1,328,334
                                                       =============   =============   =============
</TABLE>
    

           SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A11 THROUGH A16
                                       A3

<PAGE>



   
                      (This page intentionally left blank.)
    


                                       A4
<PAGE>

   

                             FINANCIAL STATEMENTS OF
                      PRUCO LIFE VARIABLE UNIVERSAL ACCOUNT


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

<TABLE>
<CAPTION>
                                                                                  SUBACCOUNTS
                                             -------------------------------------------------------------------------------------
                                                               MONEY                                    DIVERSIFIED
                                                              MARKET                                       BOND
                                             -----------------------------------------   -----------------------------------------
                                                 1997          1996           1995          1997           1996           1995
                                             ------------   ------------  ------------   ------------  ------------   ------------
<S>                                          <C>            <C>           <C>            <C>           <C>            <C>

OPERATIONS

  Net investment income (loss)...........    $    410,410    $   330,167   $   469,134    $ 2,369,339  $  1,960,688   $  1,810,053
  Capital gains distributions received...               0              0             0        408,037             0         75,332
  Realized gain (loss) on shares redeemed
   [average cost basis]..................               0              0             0         94,146       296,104         28,004
  Net change in unrealized gain (loss) on         
   investments...........................               0              0             0       (288,588)     (852,759)     2,492,319
                                             ------------   ------------  ------------   ------------  ------------   ------------

NET INCREASE (DECREASE) IN NET ASSETS
  RESULTING FROM
  OPERATIONS.............................         410,410        330,167       469,134      2,582,934     1,404,033      4,405,708
                                             ------------   ------------  ------------   ------------  ------------   ------------

NET INCREASE (DECREASE) IN NET ASSETS
  RESULTING FROM
  PREMIUM PAYMENTS
  AND OTHER OPERATING TRANSFERS
  [Note 7]...............................      (2,071,596)     4,126,018    (6,161,870)     2,394,859    (5,205,030)    12,271,219
                                             ------------   ------------  ------------   ------------  ------------   ------------

NET INCREASE (DECREASE) IN NET ASSETS
  RESULTING FROM
  EQUITY TRANSFERS
  [Note 8]...............................        (115,766)    (2,181,943)    1,824,330        (86,028)      (35,291)         7,946
                                             ------------   ------------  ------------   ------------  ------------   ------------

TOTAL INCREASE (DECREASE) IN NET ASSETS..      (1,776,952)     2,274,242    (3,868,406)     4,891,765    (3,836,288)    16,684,873

NET ASSETS:
  Beginning of year......................      11,144,105      8,869,863    12,738,269     31,727,965    35,564,253     18,879,380
                                             ------------   ------------  ------------   ------------  ------------   ------------
  End of year............................    $  9,367,153   $ 11,144,105  $  8,869,863   $ 36,619,730  $ 31,727,965   $ 35,564,253
                                             ============   ============  ============   ============  ============   ============
</TABLE>

    
           SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A11 THROUGH A16
                                       A5

<PAGE>

   
<TABLE>
<CAPTION>
                                                             SUBACCOUNTS (CONTINUED)
- -----------------------------------------------------------------------------------------------------------------------------------
                                                             FLEXIBLE                                  CONSERVATIVE
                  EQUITY                                      MANAGED                                    BALANCED
- -------------------------------------------- ------------------------------------------  ------------------------------------------
    1997           1996           1995           1997          1996           1995          1997           1996           1995
- -------------   ------------  ------------   -------------  ------------- -------------  ------------  -------------  -------------
<S>             <C>           <C>            <C>            <C>           <C>            <C>           <C>            <C>

$     822,511   $    694,391  $     413,265   $    844,688   $    664,545   $   466,846   $  1,768,375   $ 1,247,231   $ 1,122,788
    2,827,131      3,585,387      1,044,826      5,545,715      2,731,323       853,956      5,037,552     2,164,504     1,136,745

    1,774,816        633,352         73,478        605,368         75,275       570,360        200,066       464,539       252,185

    4,476,157        759,941      4,223,477     (1,682,924)      (331,513)    1,861,363     (1,945,306)      108,733     2,076,040
- -------------   ------------   ------------   ------------   ------------  ------------   ------------   -----------   -----------

    9,900,615      5,673,071      5,755,046      5,312,847      3,139,630     3,752,525      5,060,687     3,985,007     4,587,758
- -------------   ------------   ------------   ------------   ------------  ------------   ------------   -----------   -----------



    1,756,237      5,017,735     10,673,446      2,797,186      4,354,486     5,268,603      5,232,756    (1,853,576)    6,371,894
- -------------   ------------   ------------   ------------   ------------  ------------   ------------   -----------   -----------


        2,060         (6,721)       118,454         (1,047)        16,614       108,448      1,650,849    (1,583,656)      (10,793)
- -------------   ------------   ------------   ------------   ------------  ------------   ------------   -----------   -----------





   11,658,912     10,684,085     16,546,946      8,108,986      7,510,730     9,129,576     11,944,292       547,775    10,948,859

   42,115,266     31,431,181     14,884,235     29,370,399     21,859,669    12,730,093     35,577,618    35,029,843    24,080,984
- -------------   ------------   ------------   ------------   ------------  ------------   ------------   -----------   -----------
$  53,774,178    $42,115,266   $ 31,431,181   $ 37,479,385    $29,370,399   $21,859,669    $47,521,910   $35,577,618   $35,029,843
=============   ============   ============   ============   ============  ============   ============   ===========   ===========
</TABLE>

    



           SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A11 THROUGH A16
                                       A6
<PAGE>

   

                             FINANCIAL STATEMENTS OF
                      PRUCO LIFE VARIABLE UNIVERSAL ACCOUNT

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

<TABLE>
<CAPTION>
                                                                                  SUBACCOUNTS
                                             -------------------------------------------------------------------------------------
                                                            ZERO COUPON                                    HIGH
                                                               BOND                                        YIELD
                                                               2000                                        BOND
                                             ------------------------------------------   ----------------------------------------
                                                 1997          1996           1995          1997           1996           1995
                                             ------------   ------------   ------------   ------------   ------------   -----------
<S>                                          <C>            <C>            <C>            <C>            <C>            <C>
OPERATIONS

  Net investment income (loss) ............  $    685,518   $    446,118   $     34,920   $    185,330   $    125,028   $   86,052
  Capital gains distributions received ....       690,332              0         32,030              0              0            0
  Realized gain (loss) on shares redeemed
   [average cost basis] ...................       (94,913)        81,019         (6,499)        16,526          3,467       14,691

  Net change in unrealized gain (loss) on  
   investments ............................      (355,649)       (17,112)         3,706         59,640         (3,313)      33,141
                                             ------------   ------------   ------------   ------------   ------------  -----------

NET INCREASE (DECREASE) IN NET ASSETS
  RESULTING FROM
  OPERATIONS ..............................       925,288        510,025         64,157        261,496        125,182      133,884
                                             ------------   ------------   ------------   ------------   ------------  -----------

NET INCREASE (DECREASE) IN NET ASSETS
  RESULTING FROM
  PREMIUM PAYMENTS
  AND OTHER OPERATING TRANSFERS
  [Note 7] ................................    (3,375,043)    20,209,923         26,150        261,186        594,373      306,768
                                             ------------   ------------   ------------   ------------   ------------  -----------

NET INCREASE (DECREASE) IN NET ASSETS
  RESULTING FROM
  EQUITY TRANSFERS
  [Note 8] ................................      (325,458)        (9,441)       344,989         (7,832)        (9,051)       8,247
                                             ------------   ------------   ------------   ------------   ------------  -----------

TOTAL INCREASE (DECREASE) IN NET ASSETS ...    (2,775,213)    20,710,507        435,296        514,850        710,504      448,899

NET ASSETS:
  Beginning of year .......................    21,247,247        536,740        101,444      1,576,109        865,605      416,706
                                             ------------   ------------   ------------   ------------   ------------  -----------
  End of year .............................  $ 18,472,034   $ 21,247,247   $    536,740   $  2,090,959   $  1,576,109  $   865,605
                                             ============   ============   ============   ============   ============  ===========
</TABLE>
    

           SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A11 THROUGH A16
                                       A7

<PAGE>

   
<TABLE>
<CAPTION>
                                                       SUBACCOUNTS (CONTINUED)
- -----------------------------------------------------------------------------------------------------------------------------------
                       STOCK                                       EQUITY                                      NATURAL
                       INDEX                                       INCOME                                     RESOURCES
- -------------------------------------------- --------------------------------------------  ----------------------------------------
      1997              1996         1995         1997            1996          1995            1997           1996         1995
- -------------   -------------  ------------  ------------   ------------   -------------   -------------  -----------  ------------
<S>             <C>            <C>           <C>            <C>            <C>             <C>            <C>          <C>

$     823,881   $     639,792  $    437,582  $    285,563   $    380,320   $     468,252   $     (1,248)  $     1,568  $     6,054
    2,997,271         673,354       232,361     1,414,553        485,860         680,332        136,346       172,185       35,173

    2,754,626         413,888       228,489       481,377        908,956          11,573         24,931        33,275       53,167


   15,534,339       7,149,445     6,328,106     2,177,083      1,098,444       1,305,180       (299,786)       88,415      118,192
- -------------   -------------  ------------  ------------   ------------   -------------   ------------   -----------  -----------

   22,110,117       8,876,479     7,226,538     4,358,576      2,873,580       2,465,337       (139,757)      295,443      212,586
- -------------   -------------  ------------  ------------   ------------   -------------   ------------   -----------  -----------



   27,253,947      17,931,933    10,570,564      (669,845)    (7,025,151)      3,428,318       (321,997)      425,963     (355,647)
- -------------   -------------  ------------  ------------   ------------   -------------   ------------   -----------  -----------


       (7,138)         62,929        25,718       (64,926)      (214,892)        (20,008)       (11,668)        3,239       (4,104)
- -------------   -------------  ------------  ------------   ------------   -------------   ------------   -----------  -----------





   49,356,926      26,871,341    17,822,820     3,623,805     (4,366,463)      5,873,647       (473,422)      724,645     (147,165)

   61,046,304      34,174,963    16,352,143    12,069,324     16,435,787      10,562,140      1,489,869       765,224      912,389
- -------------   -------------  ------------  ------------   ------------   -------------   ------------   -----------  -----------
$ 110,403,230   $  61,046,304  $ 34,174,963  $ 15,693,129   $ 12,069,324   $  16,435,787   $  1,016,447   $ 1,489,869  $   765,224
=============   =============  ============  ============   ============   =============   ============   ===========  ===========
</TABLE>

    

           SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A11 THROUGH A16
                                      A8
<PAGE>

   

                             FINANCIAL STATEMENTS OF
                      PRUCO LIFE VARIABLE UNIVERSAL ACCOUNT

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

<TABLE>
<CAPTION>
                                                                                  SUBACCOUNTS
                                             -------------------------------------------------------------------------------------
                                                                                                         GOVERNMENT
                                                               GLOBAL                                      INCOME
                                             ------------------------------------------   ----------------------------------------
                                                 1997           1996           1995          1997           1996           1995
                                             ------------   ------------   ------------   ------------   ------------   -----------
<S>                                          <C>            <C>            <C>            <C>            <C>            <C>
OPERATIONS
  Net investment income (loss) .............  $     69,004   $    244,627  $     82,453   $    234,128   $    197,575   $    139,648
  Capital gains distributions received .....       504,462        240,786       147,906              0              0              0
  Realized gain (loss) on shares redeemed
   [average cost basis] ....................     1,501,595        155,802         4,237         17,410            553         11,506

  Net change in unrealized gain (loss) on   
   investments..............................      (871,934)     1,328,007       433,961         86,634       (117,230)       220,405
                                              ------------   ------------  ------------   ------------   ------------   -----------

NET INCREASE (DECREASE) IN NET ASSETS
  RESULTING FROM
  OPERATIONS ...............................     1,203,127      1,969,222       668,557        338,172         80,898        371,559
                                              ------------   ------------  ------------   ------------   ------------   -----------

NET INCREASE (DECREASE) IN NET ASSETS
  RESULTING FROM
  PREMIUM PAYMENTS AND
  OTHER OPERATING TRANSFERS
  [Note 7] .................................    (6,012,623)     5,591,186     4,563,976       (371,160)     1,069,544        575,758
                                              ------------   ------------  ------------   ------------   ------------   -----------

NET INCREASE (DECREASE) IN NET ASSETS
  RESULTING FROM EQUITY
  TRANSFERS
  [Note 8] .................................      (140,126)        72,239       (15,748)      (104,696)        75,388         40,705
                                              ------------   ------------  ------------   ------------   ------------   -----------

TOTAL INCREASE (DECREASE) IN NET ASSETS ....    (4,949,622)     7,632,647     5,216,785       (137,684)     1,225,830        988,022

NET ASSETS:
  Beginning of year ........................    15,676,830      8,044,183     2,827,398      3,570,839      2,345,009      1,356,987
                                              ------------   ------------  ------------   ------------   ------------   -----------

  End of year ..............................  $ 10,727,208   $ 15,676,830  $  8,044,183   $  3,433,155   $  3,570,839   $  2,345,009
                                              ============   ============  ============   ============   ============   ===========
</TABLE>
    

           SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A11 THROUGH A16
                                        A9

<PAGE>

   
                             
<TABLE>
<CAPTION>
                                                      SUBACCOUNTS (CONTINUED)
               ZERO COUPON                                                                                 SMALL
                   BOND                                     PRUDENTIAL                                CAPITALIZATION
                   2005                                      JENNISON*                                    STOCK*
- -------------------------------------------  -------------------------------------------   ----------------------------------------
      1997           1996          1995         1997            1996           1995            1997           1996         1995
- -------------   -------------  ------------  ------------   ------------   -------------   -------------  -----------  ------------
<S>             <C>            <C>           <C>            <C>            <C>             <C>            <C>          <C>

$     466,485   $      44,490   $    26,758  $     (2,466)  $      (487)  $          (8)  $        4,847  $    13,270   $       (55)
      124,816          10,654        18,081        50,105             0               0          381,206       76,737            95

      225,279              93           718        43,121          (693)          1,471          703,647        2,225         1,098


      215,644         (61,956)       68,079        73,161        14,438           1,016          238,634      219,537         3,091
- -------------   -------------   -----------  ------------   -----------   -------------   --------------  -----------   -----------

    1,032,224          (6,719)      113,636       163,921        13,258           2,479        1,328,334      311,769         4,229
- -------------   -------------  ------------  ------------   -----------   -------------   --------------  -----------   -----------



    4,188,328          95,281       733,842       445,411       229,628          13,987          334,626    3,553,224       424,320
- -------------   -------------   -----------  ------------   -----------   -------------   --------------  -----------   -----------


      119,618           6,971         6,511           806           770          14,662          18,918      (50,657)       30,773
- -------------   -------------   -----------  ------------   -----------   -------------   --------------  -----------   -----------





     5,340,170       95,533       853,989        610,138        243,656          31,128       1,681,878    3,814,336       459,322

       987,465      891,932        37,943        274,784         31,128               0       4,273,658      459,322             0
- --------------  -----------   -----------  --------------   -----------   -------------   -------------  -----------   -----------

$    6,327,635  $   987,465   $   891,932  $      884,922   $   274,784   $      31,128   $   5,955,536  $ 4,273,658   $   459,322
==============  ===========   ===========  ==============   ===========   =============   =============  ===========   ===========
</TABLE>


* Commenced Business on 5/1/95
    

           SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A11 THROUGH A16
                                       A10

<PAGE>

   

                        NOTES TO FINANCIAL STATEMENTS OF
                      PRUCO LIFE VARIABLE UNIVERSAL ACCOUNT
                      FOR THE YEAR ENDED DECEMBER 31, 1997

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  ("Prudential").  The assets of the  Account  are
            segregated  from Pruco Life's other  assets.  Proceeds from sales of
            the  Pruselect I and Pruselect II Variable  Universal  Life products
            are invested in the Account as directed by the Contract owners.

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

NOTE 2:     SIGNIFICANT ACCOUNTING POLICIES

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

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

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

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

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


                                      A11
    

<PAGE>

   

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

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

<TABLE>
<CAPTION>
                                                                   PORTFOLIOS
                                  -------------------------------------------------------------------------------------
                                       MONEY           DIVERSIFIED                         FLEXIBLE        CONSERVATIVE
                                       MARKET             BOND            EQUITY           MANAGED          BALANCED
                                  --------------     -------------     ------------      -------------     ------------
<S>                               <C>                <C>               <C>               <C>               <C>

Number of Shares:                       905,717         3,314,887         1,725,258         2,167,527         3,163,696
Net asset value per share:          $  10.00000       $  11.02185       $  31.06909       $  17.28029       $  14.97022
Cost:                               $ 9,057,166       $36,491,445       $44,568,730       $38,454,251       $47,693,412
</TABLE>

<TABLE>
<CAPTION>
                                                             PORTFOLIOS (CONTINUED)
                                  -------------------------------------------------------------------------------------
                                         ZERO
                                        COUPON             HIGH
                                         BOND             YIELD            STOCK            EQUITY           NATURAL
                                         2000              BOND            INDEX            INCOME          RESOURCES
                                  --------------     -------------     ------------      -------------     ------------
<S>                               <C>                <C>               <C>               <C>               <C>
Number of Shares:                     1,465,237           256,732         3,649,411           700,981            66,677
Net asset value per share:          $  12.60686       $   8.14453       $  30.21956       $  22.38737       $  15.24426
Cost:                               $18,853,564       $ 2,032,139       $80,394,017       $11,961,021       $ 1,167,916
</TABLE>

<TABLE>
<CAPTION>
                                                             PORTFOLIOS (CONTINUED)
                                  -------------------------------------------------------------------------------------
                                                                            ZERO
                                                                           COUPON                             SMALL
                                                        GOVERNMENT          BOND          PRUDENTIAL     CAPITALIZATION
                                        GLOBAL            INCOME            2005           JENNISON           STOCK
                                  --------------     -------------     ------------      -------------     ------------
<S>                               <C>                <C>               <C>               <C>               <C>
Number of Shares:                       598,500           297,943           502,354            49,907           367,346
Net asset value per share:          $  17.92348       $  11.52286       $  12.59597       $  17.73151       $  15.93104
Cost:                               $10,008,815       $ 3,345,108       $ 6,108,757       $   796,307       $ 5,390,935
</TABLE>


NOTE 4:     CONTRACT OWNER UNIT INFORMATION

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


<TABLE>
<CAPTION>
                                                                                 SUBACCOUNTS
                                                  ---------------------------------------------------------------------------------
                                                      MONEY         DIVERSIFIED                       FLEXIBLE       CONSERVATIVE
                                                      MARKET            BOND            EQUITY          MANAGED         BALANCED
                                                  --------------   --------------   -------------   --------------   --------------
<S>                                               <C>              <C>              <C>             <C>              <C>
Contract Owner Units Outstanding (Pruselect I)     1,102,936.059    4,412,888.148     686,583.548    2,858,960.718    8,550,453.902
Unit Value (Pruselect I)...................       $      1.46519   $      1.93715   $     3.19611   $      2.49462   $      2.18713
                                                  --------------   --------------   -------------   --------------   --------------
Contract Owner Equity (Pruselect I)........       $    1,616,011   $    8,548,427   $   2,194,397   $    7,132,020   $   18,700,954
                                                  ==============   ==============  ==============   ==============   ==============

Contract Owner Units Outstanding (Pruselect II)    5,290,195.879   14,491,032.443  16,138,299.801   12,165,125.243   13,177,522.919
Unit Value (Pruselect II)..................       $      1.46519   $      1.93715  $      3.19611   $      2.49462   $      2.18713
                                                  --------------   --------------   -------------   --------------   --------------
Contract Owner Equity (Pruselect II).......       $    7,751,142   $   28,071,303  $   51,579,781   $   30,347,365   $   28,820,956
                                                  ==============   ==============  ==============   ==============   ==============

TOTAL CONTRACT OWNER EQUITY.................      $    9,367,153   $   36,619,730  $   53,774,178   $   37,479,385   $   47,521,910
                                                  ==============   ==============  ==============   ==============   ==============
</TABLE>

    

                                      A12
<PAGE>

   
<TABLE>
<CAPTION>
                                                                           SUBACCOUNTS (CONTINUED)
                                                  ---------------------------------------------------------------------------------
                                                     ZERO            HIGH
                                                    COUPON           YIELD              STOCK           EQUITY           NATURAL
                                                     BOND            BOND               INDEX           INCOME          RESOURCES
                                                     2000
                                                  ---------------------------------------------------------------------------------
<S>                                               <C>              <C>             <C>               <C>              <C>
Contract Owner Units Outstanding (Pruselect I)          --           26,520.370     7,118,981.544      271,557.830     248,139.470
Unit Value (Pruselect I)...................             --         $    2.23846     $     3.18418    $     3.19670    $    1.97472
                                                  -------------    ------------     -------------    -------------    ------------

Contract Owner Equity (Pruselect I)........             --         $     59,365     $  22,668,119    $     868,089    $    490,004
                                                  =============    ============     =============    =============    ============

Contract Owner Units Outstanding (Pruselect II)   9,242,803.161     905,793.039    27,553,439.561    4,635,638.369     263,613.576
Unit Value (Pruselect II)..................        $    1.99551    $    2.23846    $      3.18418    $     3.19670    $    1.97472
                                                  -------------    ------------    --------------    -------------    ------------
Contract Owner Equity (Pruselect II).......        $ 18,444,106    $  2,027,581    $   87,735,111    $  14,818,745    $    520,563
                                                  =============    ============    ==============    =============    ============
TOTAL CONTRACT OWNER
  EQUITY...................................        $ 18,444,106    $  2,086,946    $  110,403,230    $  15,686,834    $  1,010,567
                                                  =============    ============    ==============    =============    ============
</TABLE>


<TABLE>
<CAPTION>

                                                                          SUBACCOUNTS (CONTINUED)
                                                  ---------------------------------------------------------------------------------
                                                                                           ZERO
                                                                                          COUPON                        SMALL
                                                                      GOVERNMENT           BOND       PRUDENTIAL    CAPITALIZATION
                                                       GLOBAL           INCOME             2005        JENNISON         STOCK
                                                  ---------------------------------------------------------------------------------
<S>                                               <C>             <C>                <C>              <C>           <C>

Contract Owner Units Outstanding (Pruselect I)           --          182,044.107             --             --               --
Unit Value (Pruselect I)..................               --       $      1.84433             --             --               --
                                                  -------------    ------------      --------------   -----------   -------------
Contract Owner Equity (Pruselect I).......               --       $      335,749             --             --               --
                                                  =============   ==============     ==============   ===========   =============

- ----------------------------------------------    7,554,590.146    1,674,252.084      2,768,126.415   473,175.810   3,365,375.264
Contract Owner Units Outstanding (Pruselect II)
Unit Value (Pruselect II).................        $     1.41253   $      1.84433     $      2.25356   $   1.86119   $     1.76965
                                                  -------------   --------------     --------------   -----------   -------------
 Contract Owner Equity (Pruselect II).....        $  10,671,085   $    3,087,874     $    6,238,139   $   880,670   $   5,955,536
                                                  =============   ==============     ==============   ===========   =============

TOTAL CONTRACT OWNER
  EQUITY..................................        $  10,671,085   $    3,423,623     $    6,238,139   $   880,670    $  5,955,536
                                                  =============   ==============     ==============   ===========    ============
</TABLE>


NOTE 5: CHARGES AND EXPENSES

          A.      Mortality Risk and Expense Risk Charges

                  The  mortality  risk and expense  risk charges at an effective
                  annual rate of 0.90% are applied  daily against the net assets
                  representing   equity  of   Contract   owners   held  in  each
                  subaccount.  Mortality  risk is that Contract  holders may not
                  live as long as estimated and expense risk is that the cost of
                  issuing  and   administering   the  policies  may  exceed  the
                  estimated  expenses.  Pruco Life  currently  intends to charge
                  only 0.60% on these Contracts,  but reserves the right to make
                  the full 0.90% charge.  For 1997,  the amount of these charges
                  paid to Pruco Life was $1,900,632.

          B.      Partial Withdrawal Charge

                  A charge is imposed by Pruco  Life on partial  withdrawals  of
                  the cash  surrender  value.  For  1997,  the  amount  of these
                  charges paid to Pruco Life was $390.

          C.      Expense Reimbursement

                  The Account is reimbursed  by Pruco Life, on a  non-guaranteed
                  basis,  for expenses  incurred by the Series Fund in excess of
                  the  effective   rate  of  0.40%  for  all  Zero  Coupon  Bond
                  Portfolios  and for the Stock Index  Portfolio,  0.50% for the
                  High Dividend Stock Portfolio, 0.55% for the Natural Resources
                  Portfolio,  and 0.65% for the High Yield Bond Portfolio of the
                  average daily net assets of these  portfolios.  For 1997,  the
                  amounts of these reimbursements totaled $65,879.

    
                                      A13
<PAGE>

   

         D.       Cost of Insurance Charges

                  Contract owner contributions are applied to the Account net of
                  the  following  charges:   transaction  costs,  administrative
                  charges,  premium taxes,  and sales loads.  During 1997, Pruco
                  Life  received a total of $7,280,  $298,198,  $2,282,878,  and
                  $3,317,575 respectively.

NOTE 6: TAXES

         Pruco  Life is taxed as a "life  insurance  company"  as defined by the
         Internal Revenue Code and the results of operations of the Account form
         a part of and are taxed with those of Pruco Life's consolidated federal
         tax return.  Under  current  federal  law, no federal  income taxes are
         payable by the Account.  As such,  no provision  for tax  liability has
         been recorded in these financial statements.

NOTE 7:  NET INCREASE  (DECREASE) IN NET ASSETS  RESULTING FROM PREMIUM PAYMENTS
         AND OTHER OPERATING TRANSFERS

         The following amounts  represent  components of Contract owner activity
         for the year ended December 31, 1997:


<TABLE>
<CAPTION>
                                                                                   SUBACCOUNTS
                                                   --------------------------------------------------------------------------------
                                                       MONEY         DIVERSIFIED                        FLEXIBLE       CONSERVATIVE
                                                       MARKET           BOND            EQUITY           MANAGED         BALANCED
                                                   ------------     -------------    -------------    -------------    -------------
<S>                                                <C>              <C>              <C>              <C>              <C>

Contract Owner Net Payments ...................    $ 16,018,494     $  5,573,222     $  8,187,661     $  4,391,711     $  2,723,156
Policy Loans ..................................    $    (45,968)    $          0     $     (2,354)    $   (101,032)    $   (114,831)
Policy Loan Repayments and Interest ...........    $     44,362     $    449,595     $      6,595     $    109,493     $  1,296,181
Surrenders, Withdrawals, and Death
    Benefits ..................................    $   (447,841)    $ (3,109,854)    $ (3,056,522)    $ (3,330,740)    $   (871,239)
Net Transfers From/To Other Subaccounts
    or Fixed Rate Options .....................    $(17,376,103)    $    146,922     $ (2,416,623)    $  2,115,451     $  2,899,464
Administrative and Other Charges ..............    $   (264,540)    $   (665,026)    $   (962,520)    $   (387,697)    $   (699,975)

</TABLE>

<TABLE>
<CAPTION>
                                                                                   SUBACCOUNTS
                                                   --------------------------------------------------------------------------------
                                                       ZERO
                                                      COUPON             HIGH
                                                       BOND              YIELD           STOCK           EQUITY           NATURAL
                                                       2000               BOND           INDEX           INCOME          RESOURCES
                                                   ------------     -------------    -------------    -------------    -------------
<S>                                                <C>              <C>              <C>              <C>              <C>

Contract Owner Net Payments ...................    $  2,096,958     $    330,357     $ 14,400,181     $    857,548     $    343,362
Policy Loans ..................................    $          0     $          0     $    (15,209)    $          0     $          0
Policy Loan Repayments and Interest ...........    $          0     $          0     $     25,713     $          0     $          0
Surrenders, Withdrawals, and Death
    Benefits ..................................    $    (99,448)    $   (298,998)    $ (3,907,071)    $   (802,616)    $   (674,237)
Net Transfers From/To Other Subaccounts
    or Fixed Rate Options .....................    $ (5,246,708)    $    297,454     $ 17,853,467     $   (358,547)    $     47,378
Administrative and Other Charges ..............    $   (125,845)    $    (67,627)    $ (1,103,134)    $   (366,230)    $    (38,500)

</TABLE>

    
                                      A14
<PAGE>

   
<TABLE>
<CAPTION>
                                                                                SUBACCOUNTS (CONTINUED)
                                                   --------------------------------------------------------------------------------
                                                                                           ZERO         
                                                                                           COUPON                        SMALL
                                                                        GOVERNMENT          BOND         PRUDENTIAL   CAPITALIZATION
                                                         GLOBAL           INCOME            2005          JENNISON       STOCK
                                                      ------------     -------------    -------------   ------------- --------------
<S>                                                   <C>              <C>              <C>             <C>              <C>
Contract Owner Net Payments ........................    $ 2,622,189     $   425,284     $   962,033    $   238,539     $ 2,981,948
Policy Loans .......................................    $   (67,171)    $         0     $         0    $         0     $         0
Policy Loan Repayments and Interest ................    $    67,209     $         0     $         0    $         0     $         0
Surrenders, Withdrawals, and Death
    Benefits .......................................    $(4,072,024)    $(1,472,671)    $   (26,502)   $  (293,084)    $(4,293,128)
Net Transfers From (To) Other
    Subaccounts or Fixed Rate Options ..............    $(4,363,304)    $   763,266     $ 3,302,946    $   508,875     $ 1,826,062
Administrative and Other Charges ...................    $  (199,522)    $   (87,039)    $   (50,149)   $    (8,919)    $  (180,256)

</TABLE>

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

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

NOTE 9: UNIT ACTIVITY

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

<TABLE>
<CAPTION>
                                                                   SUBACCOUNTS
                          -----------------------------------------------------------------------------------------------------
                                       MONEY                       DIVERSIFIED
                                       MARKET                          BOND                         EQUITY
                          ---------------------------------  --------------------------------  --------------------------------
                                1997             1996             1997              1996             1997             1996
                          ---------------  ----------------  ---------------   --------------   --------------  ---------------
<S>                       <C>              <C>               <C>              <C>               <C>             <C>
Contract Owner                                                            
Contributions:             15,281,942.176   20,647,285.964    4,556,759.761     7,359,670.236    4,465,526.524   7,684,190.757

Contract Owner            
Redemptions:              (16,788,123.030  (17,694,761.491)  (3,288,084.929)  (10,274,180.721)  (3,935,074.015  (5,707,765.375)
</TABLE>

<TABLE>
<CAPTION>

                                                            SUBACCOUNTS (CONTINUED)
                          -----------------------------------------------------------------------------------------------------
                                     FLEXIBLE                     CONSERVATIVE                   ZERO COUPON
                                      MANAGED                       BALANCED                      BOND 2000
                          ---------------------------------  --------------------------------   -------------------------------
                                1997            1996              1997             1996             1997              1996
                          ---------------  ----------------  ---------------   --------------   --------------  ---------------
<S>                       <C>              <C>               <C>               <C>              <C>             <C>
Contract Owner                                               
Contributions:             4,476,619.574   7,183,433.288      5,516,348.666    8,974,255.110    11,968,206.972   14,921,286.301

Contract Owner            
Redemptions:              (3,255,025.198) (4,966,689.021)    (2,950,236.500) (10,034,514.954)  (13,929,611.473   (3,798,030.241)

</TABLE>

<TABLE>
<CAPTION>
                                                             SUBACCOUNTS (CONTINUED)
                          -----------------------------------------------------------------------------------------------------
                                     HIGH YIELD                           STOCK                             EQUITY
                                        BOND                              INDEX                             INCOME
                          ---------------------------------  --------------------------------   -------------------------------
                                1997            1996              1997             1996             1997              1996
                          ---------------  ----------------  ---------------   --------------   --------------  ---------------
<S>                       <C>              <C>               <C>               <C>              <C>             <C>
Contract Owner              1,021,708.474     1,571,263.548   20,876,570.943   16,298,797.181      679,346.399    2,219,957.320
Contributions:

Contract Owner               
Redemptions:                 (879,848.727)   (1,254,509.408) (11,486,568.171   (8,266,289.229)    (873,681.564)  (5,553,498.457)
</TABLE>
    

                                      A15
<PAGE>

   
<TABLE>
<CAPTION>

                                                                        SUBACCOUNTS (CONTINUED)
                          -----------------------------------------------------------------------------------------------------
                                      NATURAL                                                            GOVERNMENT
                                     RESOURCES                            GLOBAL                           INCOME
                          ---------------------------------  --------------------------------   -------------------------------
                                1997            1996              1997             1996             1997              1996
                          ---------------  ----------------  ---------------   --------------   --------------  ---------------
<S>                       <C>              <C>               <C>               <C>              <C>             <C>
 Contract Owner            
 Contributions:            237,684.462      601,006.759       10,705,192.681   10,357,717.745    3,049,722.668    4,777,803.530

 Contract Owner          
 Redemptions:             (378,670.722)    (380,046.556)     (14,887,427.575   (5,813,881.205)  (3,251,976.746   (4,123,117.602)
</TABLE>

<TABLE>
<CAPTION>
                                                                        SUBACCOUNTS (CONTINUED)
                          -----------------------------------------------------------------------------------------------------
                                        ZERO                                                              SMALL
                                       COUPON                            PRUDENTIAL                   CAPITALIZATION
                                      BOND 2005                           JENNISON                        STOCK
                          ---------------------------------  --------------------------------   -------------------------------
                                1997            1996              1997             1996             1997              1996
                          ---------------  ----------------  ---------------   --------------   --------------  ---------------
<S>                       <C>              <C>               <C>               <C>              <C>             <C>
 Contract Owner            9,228,779.311       78,742.069       589,921.061      202,257.810     3,529,906.547     2,812,163.248
 Contributions:

 Contract Owner           (6,935,186.525)     (28,992.975)     (302,689.627)     (28,028.317)   (3,181,968.127)     (182,921.460)
 Redemptions:
</TABLE>


NOTE 10: PURCHASES AND SALES OF INVESTMENTS

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

<TABLE>
<CAPTION>
                                                                                   PORTFOLIOS
                                                --------------------------------------------------------------------------------
                                                     MONEY         DIVERSIFIED                      FLEXIBLE       CONSERVATIVE
                                                    MARKET            BOND           EQUITY          MANAGED         BALANCED
                                                ---------------  -------------    -------------  --------------   --------------
           <S>                                  <C>              <C>              <C>            <C>              <C>
           For the year ended December 31,
           1997

           Purchases.........................   $   14,743,000   $   6,615,000    $ 10,423,000   $    8,975,000   $    9,219,000
           Sales.............................   $  (17,291,000)  $ (4,595,000)    $ (9,123,000)  $   (6,409,000)  $  (2,753,000)
</TABLE>


<TABLE>
<CAPTION>
                                                                             PORTFOLIOS (CONTINUED)
                                                --------------------------------------------------------------------------------
                                                  ZERO COUPON      HIGH YIELD         STOCK          EQUITY          NATURAL
                                                   BOND 2000          BOND            INDEX          INCOME         RESOURCES
                                                ---------------  -------------    -------------  --------------   --------------
           <S>                                  <C>              <C>              <C>            <C>              <C>
           For the year ended December 31,
           1997

           Purchases.........................   $   14,644,000   $     645,000    $  37,720,000  $    1,012,000   $      438,000
           Sales.............................   $  (18,404,000)  $   (404,000)    $(11,095,000)  $   (1,832,000)  $    (781,000)
</TABLE>


<TABLE>
<CAPTION>
                                                                             PORTFOLIOS (CONTINUED)
                                                --------------------------------------------------------------------------------
                                                                                                                      SMALL
                                                                   GOVERNMENT      ZERO COUPON     PRUDENTIAL     CAPITALIZATION
                                                    GLOBAL           INCOME         BOND 2005       JENNISON          STOCK
                                                ---------------  -------------    -------------  --------------   --------------
           <S>                                  <C>              <C>              <C>            <C>              <C>
           For the year ended December 31,
           1997

           Purchases.........................   $    3,457,000   $   1,061,000    $  14,149,000  $      734,000   $    4,489,000
           Sales.............................   $   (9,690,000)  $ (1,560,000)    $ (9,860,000)  $     (292,000)  $  (4,273,000)
</TABLE>
    

                                      A16
<PAGE>

   
                      REPORT OF INDEPENDENT ACCOUNTANTS

To the Contract Owners of the
Pruco Life Variable Universal Account
and the Board of Directors of
Pruco Life Insurance Company

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


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


                                      A17
    

<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 changes in net assets of the
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 2000, High Yield Bond, Stock
Index, Equity Income, Natural Resources,  Global, Government Income, Zero Coupon
Bond 2005,  Prudential Jennison and Small  Capitalization Stock subaccounts) for
the periods  presented  in the year ended  December 31,  1995.  These  financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

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

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


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


                                      A18
    



<PAGE>



 


PRUCO LIFE INSURANCE COMPANY AND SUBSIDIARIES

<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
DECEMBER 31, 1997 AND 1996 (IN THOUSANDS)
- ----------------------------------------------------------------------------------------------------------------------------

                                                                                  1997                   1996
                                                                             -----------------      -----------------

<S>                                                                             <C>                    <C>
ASSETS
Fixed maturities
  Available for sale, at fair value (amortized cost, 1997: $2,526,554;
    1996: $2,210,150)                                                           $ 2,563,852            $ 2,236,817
  Held to maturity, at amortized cost (fair value, 1997: $350,056; 1996:
    $416,102)                                                                       338,848                405,731
Equity securities - available for sale, at fair value (cost, 1997: $1,289;
  1996: $3,626)                                                                       1,982                  3,748
Mortgage loans on real estate                                                        22,787                 46,915
Policy loans                                                                        703,955                639,782
Short-term investments                                                              316,355                169,830
Other long-term investments                                                           1,317                  4,528
                                                                             -----------------      -----------------
      Total investments                                                           3,949,096              3,507,351
                                                                             
Cash                                                                                 71,358                 73,766
Deferred policy acquisition costs                                                   655,242                633,159
Accrued investment income                                                            67,000                 62,110
Income taxes receivable                                                                   -                  7,191
Reinsurance recoverable on unpaid losses                                             25,882                 27,014
Other assets                                                                         60,810                 62,924
Separate Account assets                                                           8,022,079              5,336,851
                                                                             -----------------      -----------------
TOTAL ASSETS                                                                    $12,851,467             $9,710,366
                                                                             =================      =================
LIABILITIES AND STOCKHOLDER'S EQUITY
LIABILITIES
Policyholders' account balances                                                 $ 2,282,191            $ 2,188,862
Future policy benefits and other policyholder liabilities                           570,729                557,351
Cash collateral for loaned securities                                               143,421                      -
Income taxes payable                                                                 71,703                      -
Deferred income tax liability                                                       138,483                148,960
Payable to affiliate                                                                 70,375                 49,828
Other liabilities                                                                   120,260                 88,930
Separate Account liabilities                                                      7,948,788              5,277,454
                                                                             -----------------      -----------------
TOTAL LIABILITIES                                                                11,345,950              8,311,385
                                                                             -----------------      -----------------
CONTINGENCIES - (SEE NOTE 10)
STOCKHOLDER'S EQUITY
Common stock, $10 par value;
  1,000,000 shares, authorized;
  250,000 shares, issued and outstanding at
  December 31, 1997 and 1996                                                          2,500                  2,500
Paid-in-capital                                                                     439,582                439,582
Retained earnings                                                                 1,050,871                944,497
Net unrealized investment gains                                                      17,129                 14,104
Foreign currency translation adjustments                                             (4,565)                (1,702)
                                                                             -----------------      -----------------
TOTAL STOCKHOLDER'S EQUITY                                                        1,505,517              1,398,981
                                                                             -----------------      -----------------
TOTAL LIABILITIES AND
  STOCKHOLDER'S EQUITY                                                          $12,851,467             $9,710,366
                                                                             =================      =================
</TABLE>


                 SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


                                      B-1

<PAGE>

PRUCO LIFE INSURANCE COMPANY AND SUBSIDIARIES

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

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

Premiums                                                          $   49,496           $   51,525          $    42,089
Policy charges and fee income                                        330,292              324,976              319,012
Net investment income                                                259,634              247,328              246,618
Realized investment gains, net                                        10,974               10,835               13,200
Other income                                                          33,801               20,818               26,986
                                                            -----------------    -----------------    -----------------

TOTAL REVENUES                                                       684,197              655,482              647,905
                                                            -----------------    -----------------    -----------------
BENEFITS AND EXPENSES

Policyholders' benefits                                              179,419              186,873              153,987
Interest credited to policyholders' account balances                 110,815              118,246              126,926
General, administrative and other expenses                           225,721              122,006              134,790
                                                            -----------------    -----------------    -----------------

TOTAL BENEFITS AND EXPENSES                                          515,955              427,125              415,703
                                                            -----------------    -----------------    -----------------

Income from operations before income taxes                           168,242              228,357              232,202
                                                            -----------------    -----------------    -----------------

Income taxes
     Current                                                          73,326               60,196               67,014
     Deferred                                                        (11,458)              18,939               12,544
                                                            -----------------    -----------------    -----------------

Total income taxes                                                    61,868               79,135               79,558
                                                            -----------------    -----------------    -----------------

NET INCOME                                                        $  106,374           $  149,222           $  152,644
                                                            =================    =================    =================
</TABLE>


                 SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



                                      B-2

<PAGE>

PRUCO LIFE INSURANCE COMPANY AND SUBSIDIARIES

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

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

<S>                              <C>            <C>          <C>         <C>          <C>            <C>
BALANCE, JANUARY 1, 1995         $   2,500      $ 439,582    $  642,631    $(41,761)    $      650     $1,043,602


      Net income                        --             --       152,644          --             --        152,644

      Change in foreign
        currency translation 
        adjustments                     --             --            --           --        (1,870)        (1,870)

      Change in net
        unrealized                      
        investment gains                --             --            --      73,817             --         73,817
                                ------------- ------------- ------------- ------------- ----------- -------------

BALANCE, DECEMBER 31, 1995           2,500        439,582       795,275      32,056         (1,220)     1,268,193

      Net income                        --             --       149,222          --             --        149,222

      Change in foreign
        currency translation            
        adjustments                     --             --            --          --           (482)          (482)

      Change in net
        unrealized                      
        investment gains                --             --            --     (17,952)            --        (17,952)
                                ------------- ------------- ------------- ------------- ----------- -------------

BALANCE, DECEMBER 31, 1996           2,500        439,582       944,497      14,104         (1,702)     1,398,981

      Net income                        --             --       106,374          --             --        106,374

      Change in foreign
        currency translation            
        adjustments                     --             --            --          --         (2,863)        (2,863)

      Change in net
        unrealized                      
        investment gains                --             --            --       3,025             --          3,025
                                ------------- ------------- ------------- ------------- ----------- -------------

BALANCE, DECEMBER 31, 1997       $   2,500      $ 439,582    $1,050,871    $ 17,129    $    (4,565)    $1,505,517

                                ============= ============= ============= ============= =========== =============
</TABLE>


                 SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


                                      B-3

<PAGE>

PRUCO LIFE INSURANCE COMPANY AND SUBSIDIARIES

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


                                                                               1997             1996         1995
                                                                          --------------- -------------- ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                         <C>              <C>         <C>      
Net income                                                                  $ 106,374        $ 149,222   $ 152,644
Adjustments to reconcile net income to net cash provided by
     operating activities:
     Policy charges and fee income                                            (40,783)         (50,286)    (56,637)
     Interest credited to policyholders' account balances                     110,815          118,246     126,926
     Net increase in Separate Accounts                                        (13,894)         (38,025)     (3,520)
     Realized investment gains, net                                           (10,974)         (10,835)    (13,200)
     Amortization and other non-cash items                                     (5,525)          26,709      (8,106)
     Change in:
         Future policy benefits and other policyholders' liabilities           13,378           56,151      22,877
         Accrued investment income                                             (4,890)          (2,248)       (480)
         Payable to affiliate                                                  20,547           16,519      10,569
         Policy loans                                                         (64,173)         (70,509)    (75,411)
         Deferred policy acquisition costs                                    (22,083)         (66,183)     31,318
         Income taxes payable/receivable                                       78,894             (816)     12,031
         Reinsurance recoverable on unpaid losses                               1,132              900         750
         Deferred income tax liability                                        (10,477)           7,912      30,779
         Other, net                                                            34,094            7,564     (76,702)

                                                                          --------------- -------------- ------------
CASH FLOWS FROM OPERATING ACTIVITIES                                          192,435          144,321     153,838
                                                                          --------------- -------------- ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
     Proceeds from the sale/maturity of:
       Fixed maturities:
           Available for sale                                               2,828,665        3,886,254   1,886,687
           Held to maturity                                                   138,626          138,127     144,898
         Equity securities                                                      6,939            7,527       5,557
         Mortgage loans on real estate                                         24,925           19,226       7,395
         Other long-term investments                                            3,276              288       1,559
         Investment real estate                                                    --            4,488       2,926
     Payments for the purchase of:
         Fixed maturities:
           Available for sale                                              (3,141,785)      (4,008,810) (1,741,139)
           Held to maturity                                                   (70,532)        (114,494)   (135,092)
         Equity securities                                                     (4,594)          (4,697)     (4,279)
         Other long-term investments                                              (51)            (657)     (1,674)
     Cash collateral for loaned securities, net                               143,421               --          --
     Short-term investments, net                                             (147,030)          58,186     (36,482)
                                                                          --------------- -------------- ------------
CASH FLOWS (USED IN) FROM INVESTING ACTIVITIES                               (218,140)         (14,562)    130,356
                                                                          --------------- -------------- ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
     Policyholders' account balances:
       Deposits                                                             2,099,600          536,370      95,039
       Withdrawals                                                         (2,076,303)        (633,798)   (365,578)
                                                                          --------------- -------------- ------------
CASH FLOWS FROM (USED IN)FINANCING ACTIVITIES                                  23,297          (97,428)   (270,539)
                                                                          --------------- -------------- ------------
     Net (decrease) increase in Cash                                           (2,408)          32,331      13,655
     Cash, beginning of year                                                   73,766           41,435      27,780
                                                                          --------------- -------------- ------------
CASH, END OF YEAR                                                           $  71,358        $  73,766    $ 41,435
                                                                          =============== ============== ============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
      Income taxes (received) paid                                          $  (7,904)       $  61,760    $ 53,107
                                                                          =============== ============== ============
</TABLE>



                 SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


                                      B-4

<PAGE>

PRUCO LIFE INSURANCE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

1. BUSINESS

Pruco Life Insurance Company (the Company) is a stock life insurance company,
organized in 1971 under the laws of the state of Arizona. The Company markets
individual life insurance, variable life insurance, variable life insurance,
variable annuities, and deferred annuities (the Contracts) in all states except
New York, the District of Columbia and Guam. In addition, the Company markets
individual life insurance through its branch office in Taiwan. The Company has
two subsidiaries, Pruco Life Insurance Company of New Jersey (PLNJ) and The
Prudential Life Insurance company of Arizona (PLICA). PLNJ is a stock life
insurance company organized in 1982 under the laws of the state of New Jersey.
It is licenced to sell individual life insurance and deferred annuities only in
the states of New Jersey and New York. PLICA is a stock life insurance company
organized in 1988 under the laws of the state of Arizona. PLICA had no new
business sales in 1977 and at this time will not be issuing new business.

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

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION
The consolidated financial statements include the accounts of the Company, a
stock life insurance company, and its subsidiaries. The consolidated financial
statements have been prepared in accordance with generally accepted accounting
principles ("GAAP"). All significant intercompany balances and transactions have
been eliminated.

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

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

EQUITY SECURITIES, available for sale, comprised of common and non-redeemable
preferred stock, are carried at estimated fair value. The associated unrealized
gains and losses, net of income tax, the effect on deferred policy acquisition
costs and participating annuity contracts that would result from the realization
of unrealized gains and losses, are included in separate component of equity,
"Net unrealized investment gains."

MORTGAGE LOANS ON REAL ESTATE are stated primarily at unpaid principal balances,
net of unamortized discounts

POLICY LOANS are carried at unpaid principal balances.

SHORT-TERM INVESTMENTS, including highly liquid debt instruments purchased with
an original maturity of twelve months or less, are carried at amortized cost,
which approximates fair value.

OTHER LONG-TERM INVESTMENTS primarily represent the Company's investments in
joint ventures and partnerships in which the Company does not have control.
These investments are recorded using the equity method of accounting, reduced
for other than temporary declines in value.

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

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

DEFERRED POLICY ACQUISITION COSTS
The costs which vary with and that are related primarily to the production of
new insurance business are deferred to the extent such costs are deemed
recoverable from future profits. Such costs include certain commissions, costs
of policy issuance and underwriting, and certain variable field office expenses.
Deferred policy acquisition costs are subject to recoverability testing at the
time of policy issue and loss recognition testing at the end of each accounting
period. Deferred policy acquisition costs are


                                      B-5

<PAGE>

PRUCO LIFE INSURANCE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

adjusted for the impact of unrealized gains or losses on investments as if these
gains or losses had been realized, with corresponding credits or charges
included in equity.

Acquisition costs related to interest-sensitive life products and
investment-type contracts are deferred and amortized in proportion to total
estimated gross profits arising principally from investment results, mortality
and expense margins and surrender charges based on historical and anticipated
future experience. Amortization periods range from 15 to 30 years. Amortization
of deferred policy acquisition costs was $149,851 thousand, $9,309 thousand, and
$54,371 thousand for the years ended December 31, 1997, 1996, and 1995,
respectively. Deferred policy acquisition costs are analyzed to determine if
they are recoverable from future income, including investment income. If such
costs are determined to be unrecoverable, they are expensed at the time of
determination. The effect of revisions to estimated gross profits on unamortized
deferred acquisition costs is reflected in earnings in the period such estimated
gross profits are revised.

FUTURE POLICY BENEFITS AND POLICYHOLDERS' ACCOUNT BALANCES

Future policy benefits includes reserves for annuities in payout status as well
as reserves for riders and supplemental benefits. Reserves for annuities in
payout status are generally calculated as the present value of estimated future
benefit payments and related expenses, using interest rates ranging from 6.5% to
11.0%. The mortality assumption is generally the 1983 Individual Annuity
Mortality Table. Reserves for riders and supplemental benefits are calculated
using interest rates ranging from 2.5% to 7.25% and various mortality and
morbidity tables derived from company or industry experience. Reserves for
business in the Company's Taiwan branch are generally calculated using interest
rates ranging from 6.25% to 7.5% and the 1989 Taiwan Standard Ordinary
Experience Mortality table with modifications.

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

Policyholders' account balances for interest-sensitive life and investment-type
contracts are equal to the policy account values. The policy account values
represent an accumulation of gross premium payments plus credited interest, less
expense and mortality charges and withdrawals. Interest crediting rates on life
insurance products range from 4.2% to 6.5% and on investment-type products range
from 3.15% to 7.9%.

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

These transactions are used to generate net investment income and facilitate
trading activity. These instruments are short-term in nature (usually 30 days or
less) and are collateralized principally by U.S. Government and mortgage-backed
securities. The carrying amounts of these instruments approximate fair value
because of the relatively short period of time between the origination of the
instruments and their expected realization.

SEPARATE ACCOUNT ASSETS AND LIABILITIES
Separate Account assets and liabilities are reported at estimated fair value and
represent segregated funds which are invested for certain policyholders, pension
funds and other customers. The assets consist of common stocks, fixed
maturities, real estate related securities, and short-term investments. The
assets of each account are legally segregated and are not subject to claims that
arise out of any other business of the Company. Investment risks associated with
market value changes are generally borne by the customers, except to the extent
of minimum guarantees made by the Company with respect to certain accounts. The
investment income and gains or losses for Separate Accounts generally accrue to
the policyholders and are not included in the Consolidated Statement of
Operations. Mortality, policy administration and surrender charges on the
accounts are included in "Policy charges and fee income."

Separate Accounts represent funds for which investment income and investment
gains and losses accrue directly to, and investment risk is borne by, the
policyholders, with the exception of the Pruco Life 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
Guaranteed Annuity and the Market Value Adjustment Annuity Contracts do not
participate in the investment gain or loss from assets relating to such
accounts. Such gain or loss is borne, in total, by the Company.


                                      B-6

<PAGE>

PRUCO LIFE INSURANCE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

INSURANCE REVENUE AND EXPENSE RECOGNITION
Amounts received as payment for interest-sensitive life, investment contracts
and deferred annuities are reported as deposits to "Policyholders' account
balances." Revenues from these contracts are reflected as "Policy charges and
fee income" and consist primarily of fees assessed during the period against the
policyholders' account balances for mortality charges, policy administration
charges, surrender charges, and interest earned from the investment of these
account balances. Benefits and expenses for these products include claims in
excess of related account balances, expenses of contract administration,
interest credited and amortization of deferred policy acquisition costs.

FOREIGN CURRENCY TRANSLATION ADJUSTMENTS
Assets and liabilities of the Taiwan branch reported in other than U.S. dollars
are translated at the exchange rate in effect at the end of the period.
Revenues, benefits and other expenses are translated at the average rate
prevailing during the period. Translation adjustments arising from the use of
differing exchange rates from period to period are charged or credited directly
to equity. The cumulative effect of changes in foreign exchange rates are
included in "Foreign currency translation adjustments."

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

Derivatives held for purposes other than trading are primarily used to hedge or
reduce exposure to interest rate and foreign currency risks associated with
assets held or expected to be purchased or sold, and liabilities incurred or
expected to be incurred. Additionally, other than trading derivatives are used
to change the characteristics of the Company's asset/liability mix consistent
with the Company's risk management activities.

INCOME TAXES 
The Company and its subsidiaries are members of a group of affiliated companies
which join in filing a consolidated federal income tax return in addition to
separate company state and local tax returns. Pursuant to the tax allocation
arrangement, total federal income tax expense is determined on a separate
company basis. Members with losses record tax benefits to the extent such losses
are recognized in the consolidated federal tax provision. Deferred income taxes
are generally recognized, based on enacted rates, when assets and liabilities
have different values for financial statement and tax reporting purposes. A
valuation allowance is recorded to reduce a deferred tax asset to that portion
which management believes is more likely than not to be realized.

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

In June of 1997, FASB issued SFAS No. 130, "Reporting Comprehensive Income,"
which is effective for years beginning after December 15, 1997. This statement
defines comprehensive income as "the change in equity of a business enterprise
during a


                                      B-7

<PAGE>

PRUCO LIFE INSURANCE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

period from transactions and other events and circumstances from non-owner
sources, excluding investments by owners and distributions to owners" and
establishes standards for reporting and displaying comprehensive income and its
components in financial statements. The statement requires that the Company
classify items of other comprehensive income by their nature and display the
accumulated balance of other comprehensive income separately from retained
earnings in the equity section of the Statement of Financial Position. In
addition, reclassification of financial statements for earlier periods must be
provided for comparative purposes.

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


                                       B-8

<PAGE>

PRUCO LIFE INSURANCE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

3. INVESTMENTS

FIXED MATURITIES AND EQUITY SECURITIES:
The following tables provide additional information relating to fixed maturities
and equity securities as of December 31,:

<TABLE>
<CAPTION>
                                                                              1997
                                            ----------------------------------------------------------------------
                                                                   Gross             Gross
                                               Amortized         Unrealized       Unrealized      Estimated Fair
                                                  Cost             Gains            Losses            Value
                                            ------------------  ----------------   -------------  ----------------
                                                                        (In Thousands)

<S>                                               <C>               <C>              <C>               <C>
FIXED MATURITIES AVAILABLE FOR SALE
U.S. Treasury securities and obligations
  of U.S. government corporations and
  agencies                                        $  177,691        $    1,231       $       20        $  178,902

Foreign government bonds                              83,889             1,118               19            84,988

Corporate securities                               2,263,898            36,857            2,017         2,298,738

Mortgage-backed securities                             1,076               180               32             1,224
                                            ------------------  ----------------   -------------  ----------------
Total fixed maturities available for sale         $2,526,554        $   39,386       $    2,088        $2,563,852
                                            ==================  =================  ==============  ===============

                                            ------------------  ----------------   -------------  ----------------
EQUITY SECURITIES AVAILABLE FOR SALE              $    1,289        $      802       $      109        $    1,982
                                            ==================  =================  ==============  ===============

                                            ------------------  ----------------   -------------  ----------------
FIXED MATURITIES HELD TO MATURITY
Corporate securities                              $  338,848        $   11,427       $      219        $  350,056
                                            ------------------  ----------------   -------------  ----------------
Total fixed maturities held to maturity           $  338,848        $   11,427       $      219        $  350,056
                                            ==================  =================  ==============  ===============

                                                                              1996
                                            ----------------------------------------------------------------------
                                                                     Gross            Gross
                                                 Amortized        Unrealized        Unrealized     Estimated Fair
                                                    Cost             Gains            Losses            Value
                                            ------------------  ----------------   -------------  ----------------
                                                                         (In Thousands)

FIXED MATURITIES AVAILABLE FOR SALE
U.S. Treasury securities and obligations
  of U.S. government corporations and
  agencies                                        $   32,055        $       30       $      174        $   31,911

Foreign government bonds                              90,447               857              205            91,099

Corporate securities                               2,087,250            30,365            4,206         2,113,409

Mortgage-backed securities                               398                --               --               398
                                            ------------------  ----------------   -------------  ----------------
Total fixed maturities available for sale         $2,210,150      $     31,252       $    4,585        $2,236,817
                                            ==================  =================  ==============  ===============

                                            ------------------  ----------------   -------------  ----------------
EQUITY SECURITIES AVAILABLE FOR SALE              $    3,626      $        819       $      697        $    3,748
                                            ==================  =================  ==============  ===============

                                            ------------------  ----------------   -------------  ----------------
FIXED MATURITIES HELD TO MATURITY
Corporate securities                              $  405,731      $     10,947       $      576        $  416,102
                                            ------------------  ----------------   -------------  ----------------
Total fixed maturities held to maturity           $  405,731      $     10,947       $      576        $  416,102
                                            ==================  =================  ==============  ===============
</TABLE>


                                       B-9

<PAGE>

PRUCO LIFE INSURANCE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

3. INVESTMENTS (CONTINUED)

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

<TABLE>
<CAPTION>
                                                AVAILABLE FOR SALE                         HELD TO MATURITY
                                        ----------------------------------        -----------------------------------
                                                              ESTIMATED                                 ESTIMATED
                                                                 FAIR                                      FAIR
                                          AMORTIZED COST        VALUE               AMORTIZED COST        VALUE
                                        ----------------- ----------------        ----------------- -----------------
                                                  (In Thousands)                            (In Thousands)

<S>                                         <C>              <C>                    <C>               <C>          
Due in one year or less                     $   29,759       $   29,731               $   13,736        $   13,838

Due after one year through five years        1,738,532        1,758,946                  204,298           212,050

Due after five years through ten years         555,194          567,928                   98,192           101,143

Due after ten years                            201,993          206,023                   22,622            23,025

Mortgage-backed securities                       1,076            1,224                       --                --
                                        ----------------- ----------------        ----------------- -----------------
Total                                       $2,526,554       $2,563,852               $  338,848        $  350,056
                                        ================= ================        ================= =================
</TABLE>

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

Proceeds from the sale of fixed maturities available for sale during 1997, 1996,
and 1995 were $2,796,306 thousand, $3,667,062 thousand, and $1,807,584 thousand,
respectively. Gross gains of $18,635 thousand, $22,078 thousand, and $25,909
thousand and gross losses of $7,990 thousand, $17,718 thousand, and $13,907
thousand were realized on those sales during 1997, 1996, and 1995, respectively.
Proceeds from the maturity of fixed maturities available for sale during 1997,
1996, and 1995 were $32,359 thousand, $219,192 thousand, and $79,103 thousand,
respectively. During the years ended December 31, 1997, 1996 and 1995, there
were no securities classified as held to maturity that were sold.

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

<TABLE>
<CAPTION>

                                   AVAILABLE FOR SALE                   HELD TO MATURITY
                           --------------------------------       -------------------------------

                              AMORTIZED    ESTIMATED FAIR            AMORTIZED    ESTIMATED FAIR
                                 COST          VALUE                    COST          VALUE
                           --------------- ----------------       --------------- ---------------
                                    (In Thousands)                        (In Thousands)

       <S>                  <C>              <C>                   <C>             <C>        
       AAA/AA/A             $ 1,319,527      $ 1,334,823           $   187,692     $   194,797

       BBB                    1,047,203        1,062,641               128,481         131,820

       BB                        80,136           83,293                20,540          21,264

       B                         73,717           76,781                 2,132           2,172

       CCC or lower               5,943            6,288                    --              --

       In or near default            28               26                     3               3
                           --------------- ----------------       --------------- ---------------

            Total           $ 2,526,554      $ 2,563,852           $   338,848     $   350,056
                           =============== ================       =============== ===============
</TABLE>

The NAIC rates certain public and private placement securities as "in or near
default" if they are currently non-performing or believed subject to default in
the near term. The Company's holdings of these securities, in the aggregate,
comprised less than 1% of total invested assets at December 31, 1997 and 1996.


                                      B-10

<PAGE>

PRUCO LIFE INSURANCE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

3. INVESTMENTS (CONTINUED)

MORTGAGE LOANS ON REAL ESTATE
The Company's mortgage loans were collateralized by the following property types
at December 31,

                                      1997                         1996
                             ----------------------      -----------------------

                                               (In Thousands)

Office buildings                $   4,607      20%          $  18,497       39%

Retail stores                       8,090      35%              8,731       19%

Apartment complexes                 6,080      27%             11,771       25%

Industrial buildings                4,010      18%              7,916       17%

                             ----------------------      -----------------------
      Net carrying value        $  22,787     100%          $  46,915      100%
                             ======================      =======================


The mortgage loans are geographically dispersed throughout the United States
with the largest concentrations in Washington (29%) and Pennsylvania (27%).

SPECIAL DEPOSITS
Fixed maturities of $8,302 thousand and $8,744 thousand at December 31, 1997 and
1996, respectively, were on deposit with governmental authorities or trustees as
required by certain insurance laws.

OTHER LONG-TERM INVESTMENTS
The Company's "Other long-term investments" of $1,317 thousand and $4,528
thousand as of December 31, 1997 and 1996, respectively, are comprised of
non-real estate related interests. The Company's share of net income from these
entities is $2,158 thousand, $1,434 thousand and $345 thousand for the years
ended December 31, 1997, 1996 and 1995, respectively, and is reported in "Net
investment income."

                                      B-11

<PAGE>

PRUCO LIFE INSURANCE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

3. INVESTMENTS (CONTINUED)

INVESTMENT INCOME AND INVESTMENT GAINS AND LOSSES

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

<TABLE>
<CAPTION>

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

  <S>                                                 <C>               <C>               <C>      
  Fixed maturities - available for sale               $ 161,140         $ 152,445         $ 160,740
  Fixed maturities - held to maturity                    26,936            33,419            33,458
  Equity securities                                          76                44               104
  Mortgage loans on real estate                           2,585             5,669             7,757
  Investment real estate                                      -               613               647
  Policy loans                                           37,398            33,449            29,775
  Short-term investments                                 22,011            16,780            15,092
  Other                                                  14,920             9,438             3,949
                                               ----------------- ----------------- -----------------
  Gross investment income                               265,066           251,857           251,522
    Less: investment expenses                            (5,432)           (4,529)           (4,904)
                                               ----------------- ----------------- -----------------
  Net investment income                               $ 259,634         $ 247,328         $ 246,618
                                               ================= ================= =================
</TABLE>



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

<TABLE>
<CAPTION>

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

  <S>                                                 <C>               <C>                 <C>     
  Fixed maturities - available for sale               $   9,039         $   9,036         $  11,359
  Fixed maturities - held to maturity                       821                 -                 -
  Equity securities                                           8               781             2,020
  Mortgage loans on real estate                             797             1,677               (90)
  Investment real estate                                      -               487               (99)
  Other                                                     309            (1,146)               10
                                               ----------------- ----------------- -----------------

  Realized investment gains, net                      $  10,974         $  10,835         $  13,200
                                               ================= ================= =================
</TABLE>


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

<TABLE>
<CAPTION>

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

   <S>                                                <C>               <C>               <C>       
   Balance, beginning of year                         $  14,104         $  32,056         $ (41,761)
   Changes in unrealized investment gains
      (losses) attributable to:
     Fixed maturities                                    10,631           (43,853)          110,932
     Equity securities                                      571             1,403                68
     Participating group annuity contracts                1,292            (3,855)            5,092
     Deferred policy acquisition costs                   (8,412)           17,321           (25,214)
     Deferred federal income taxes                       (1,057)           11,032           (17,061)
                                               ----------------- ----------------- -----------------
   Balance, end of year                               $  17,129         $  14,104         $  32,056
                                               ================= ================= =================
</TABLE>


                                      B-12

<PAGE>

PRUCO LIFE INSURANCE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

4.  INCOME TAXES

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

<TABLE>
<CAPTION>

                                                            1997                  1996                   1995
                                                   ---------------------  ---------------------  ---------------------
                                                                              (In Thousands)
     <S>                                                      <C>                    <C>                    <C>
     Current tax expense:
        U.S.                                                  $71,989                $59,489                $65,131
        State and local                                         1,337                    703                  1,876
        Foreign                                                    --                      4                      7
                                                   ---------------------  ---------------------  ---------------------
        Total                                                  73,326                 60,196                 67,014
                                                   ---------------------  ---------------------  ---------------------

     Deferred tax (benefit) expense:
        U.S.                                                  (11,458)                18,413                 12,196
        State and local                                            --                    526                    348
                                                   ---------------------  ---------------------  ---------------------
        Total                                                 (11,458)                18,939                 12,544
                                                   ---------------------  ---------------------  ---------------------

      Total income tax expense                                $61,868                $79,135                $79,558
                                                   =====================  =====================  =====================
</TABLE>


The Company's income tax expense for the years ended December 31, differs from
the amount computed by applying the expected federal income tax rate of 35% to
income from operations before income taxes for the following reasons:

<TABLE>
<CAPTION>

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

     <S>                                                     <C>                     <C>                   <C>    
     Expected federal income tax expense                     $58,885                 $79,925               $81,271
     State income taxes                                          869                   1,229                 2,224
     Other                                                     2,114                  (2,019)               (3,937)
                                                   ---------------------  ---------------------  ---------------------
     Total income tax expense                                $61,868                 $79,135               $79,558
                                                   =====================  =====================  ====================
</TABLE>


                                      B-13

<PAGE>

PRUCO LIFE INSURANCE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

4.  INCOME TAXES (CONTINUED)

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

<TABLE>
<CAPTION>

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

     <S>                                                                       <C>                       <C>
     Deferred income tax assets
          Insurance reserves                                                   $  40,896                 $  38,532
                                                                       --------------------      --------------------
          Total deferred income tax assets                                        40,896                    38,532
                                                                       --------------------      --------------------

     Deferred income tax liabilities
          Deferred acquisition costs                                             168,702                   173,785
          Net investment gains                                                     8,161                    12,502
          Other                                                                    2,516                     1,205
                                                                       --------------------      --------------------
          Total deferred income tax liabilities                                  179,379                   187,492
                                                                       --------------------      --------------------

     Deferred federal income tax liabilities                                   $ 138,483                 $ 148,960
                                                                       ====================      ====================
</TABLE>


Management believes that based on its historical pattern of taxable income, the
Company will produce sufficient income in the future to realize its deferred tax
assets after valuation allowance. Adjustments to the valuation allowance will be
made if there is a change in management's assessment of the amount of the
deferred tax assets that are realizable.

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


5. REINSURANCE

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

                                           1997          1996           1995
                                       -----------    -----------    -----------

Life insurance premiums

Gross Amount                           $    51,851    $    53,776   $    44,357
Ceded to other companies                    (3,724)        (3,379)       (2,268)
Assumed from other companies                 1,369          1,128          --
                                       -----------    -----------   -----------
Net amount                             $    49,496    $    51,525   $    42,089
                                       ===========    ===========   ===========

                                           1997          1996          1995
                                       -----------    -----------   -----------

Life insurance in force
Gross Amount                           $47,328,495    $47,430,580   $47,822,892
Ceded to other companies                (1,292,395)    (1,172,449)     (822,619)
                                       -----------    -----------   -----------
Net amount                             $46,036,100    $46,258,131   $47,000,273
                                       ===========    ===========   ===========


                                      B-14

<PAGE>

PRUCO LIFE INSURANCE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

6.  EQUITY

RECONCILIATION OF STATUTORY SURPLUS AND NET INCOME

Accounting practices used to prepare statutory financial statements for
regulatory purposes differ in certain instances from GAAP. The following table
reconciles the Company's statutory net income and surplus as of and for the
years ended December 31, determined in accordance with accounting practices
prescribed or permitted by the Arizona Department of Banking and Insurance with
net income and equity determined using GAAP.

<TABLE>
<CAPTION>

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

<S>                                                         <C>                   <C>                  <C>         
STATUTORY NET INCOME                                        $    12,778           $    48,846          $    113,565

Adjustments to reconcile to net income on a GAAP basis:
  Statutory income of subsidiaries                               18,553                25,001                44,186
  Deferred acquisition costs                                     38,003                48,862                (6,103)
  Deferred premium                                                1,144                 1,295                  (743)
  Insurance liabilities                                          26,517                28,662                32,665
  Deferred taxes                                                 11,458                (7,780)              (27,669)
  Valuation of investments                                          506                   365                 5,480
  Other, net                                                     (2,585)                3,971                (8,737)
                                                         ------------------   ------------------   ------------------
GAAP NET INCOME                                             $   106,374           $   149,222         $     152,644
                                                         ==================   ==================   ==================


<CAPTION>

                                                                     1997                    1996
                                                              --------------------   --------------------
                                                                               (In Thousands)
<S>                                                                <C>                     <C>       
STATUTORY SURPLUS                                                  $   853,130             $   901,645

Adjustments to reconcile to equity on a GAAP basis:

     Valuation of investments                                           97,787                  95,411
     Deferred acquisition costs                                        655,242                 633,159
     Deferred premium                                                  (14,817)                (11,859)
     Insurance liabilities                                            (107,525)               (124,781)
     Deferred taxes                                                   (113,461)               (124,823)
     Other, net                                                        135,161                  30,229
                                                              --------------------   --------------------
GAAP STOCKHOLDER'S EQUITY                                          $ 1,505,517             $ 1,398,981
                                                              ====================   ====================
</TABLE>


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


                                      B-15

<PAGE>


PRUCO LIFE INSURANCE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

7.  FAIR VALUE OF FINANCIAL INSTRUMENTS

The fair values presented below have been determined using available information
and valuation methodologies. Considerable judgment is applied in interpreting
data to develop the estimates of fair value. Accordingly, such estimates
presented may not be realized in a current market exchange. The use of different
market assumptions and/or estimation methodologies could have a material effect
on the estimated fair values. The following methods and assumptions were used in
calculating the fair values (for all other financial instruments presented in
the table, the carrying value approximates fair value.)

FIXED MATURITIES AND EQUITY SECURITIES
Fair values for fixed maturities and equity securities, 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 credit quality and its remaining
average life. The estimated fair value of certain non-performing private
placement securities is based on amounts estimated by management.

MORTGAGE LOANS ON REAL ESTATE
The fair value of the mortgage loan portfolio is primarily based upon the
present value of the scheduled future cash flows discounted at the appropriate
U.S. Treasury rate, adjusted for the current market spread for a similar quality
mortgage.

POLICY LOANS
The estimated fair value of policy loans is calculated using a discounted cash
flow model based upon current U.S. Treasury rates and historical loan
repayments.

DERIVATIVE FINANCIAL INSTRUMENTS
The fair value of futures is estimated based on market quotes for a transactions
with similar terms.

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

<TABLE>
<CAPTION>

                                                     1997                                      1996
                                    -------------------------------------      --------------------------------------
                                                            ESTIMATED                                  ESTIMATED
                                      CARRYING VALUE       FAIR VALUE            CARRYING VALUE       FAIR VALUE
                                    ------------------ ------------------      ------------------ -------------------
                                                                    (In Thousands)

<S>                                    <C>                 <C>                     <C>                 <C>
Financial Assets:
  Fixed maturities:
       Available for sale              $ 2,563,852         $ 2,563,852             $ 2,236,817         $ 2,236,817
       Held to maturity                    338,848             350,056                 405,731             416,102
  Equity securities                          1,982               1,982                   3,748               3,748
  Mortgage loans                            22,787              24,994                  46,915              46,692
  Policy loans                             703,955             703,605                 639,782             623,218
  Short-term investments                   316,355             316,355                 169,830             169,830
  Cash                                      71,358              71,358                  73,766              73,766
  Separate Account assets                8,022,079           8,022,079               5,336,851           5,336,851

Financial Liabilities:
  Policyholders'
    account balances                   $ 2,282,191         $ 2,282,191             $ 2,188,862          $ 2,188,862
  Cash  collateral for loaned
    securities                             143,421             143,421                      --                   --
  Separate Account liabilities           7,948,788           7,948,788               5,277,454            5,277,454
  Derivatives                                  653                 653                      --                   --
</TABLE>


                                      B-16

<PAGE>

PRUCO LIFE INSURANCE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

8. DERIVATIVE INSTRUMENTS

DERIVATIVE FINANCIAL INSTRUMENTS

The fair value of liability positions in future instruments, which represents
the Company's current exposure to credit loss from other parties'
non-performance, was $653 thousand at December 31, 1997. This includes the
estimated fair values of outstanding derivative positions only and does not
include the fair values of associated financial and non-financial assets and
liabilities, which generally offset derivative notional amounts. The fair value
amounts presented also do not reflect the netting of amounts pursuant to right
of setoff, qualifying master netting agreements with counterparties or
collateral arrangements.

9. RELATED PARTY TRANSACTIONS

SERVICE AGREEMENTS
Prudential, and Pruco Securities Corporation, an indirect wholly-owned
subsidiary of Prudential, operate under service and lease agreements whereby
services of officers and employees (except for those agents employed by the
Company in Taiwan), supplies, use of equipment and office space are provided.
The net cost of these services allocated to the Company were $139,489 thousand,
$101,662 thousand and $98,119 thousand for the years ended December 31, 1997,
1996, and 1995, respectively.

REINSURANCE
The Company currently has three reinsurance agreements in place with Prudential
(the reinsurer). Specifically a reinsurance Group Annuity Contract, whereby the
reinsurer, in consideration for a single premium payment by the Company,
provides reinsurance equal to 100% of all payments due under the contract, and
two yearly renewable term agreements in which the Company may offer and the
reinsurer may accept reinsurance on any life in excess of the Company's maximum
limit of retention. The Company is not relieved of its primary obligation to the
policyholder as a result of these reinsurance transactions. These agreements had
no material effect on net income for the years ended December 31, 1997, 1996,
and 1995.

10. CONTINGENCIES

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

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

11. DIVIDENDS

The Company is subject to Arizona law which limits the amount of dividends that
insurance companies can pay to stockholders. The maximum dividend which may be
paid in any twelve month period without notification or approval is limited to
the lesser of 10% of statutory surplus as of December 31 of the preceding year
or the net gain from operations of the preceding calendar year. Cash dividends
may only be paid out of surplus derived from realized net profits. Based on
these limitations and the Company's surplus position at December 31, 1997, the
Company would be permitted a maximum of $15,260 thousand in dividend
distribution in 1998, all of which could be paid in cash, without approval from
The State of Arizona Department of Insurance.


                                      B-17


<PAGE>

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

To the Board of Directors of
Pruco Life Insurance Company


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

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


                                      B-18
<PAGE>

INDEPENDENT AUDITORS' REPORT

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

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

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

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


/s/ Deloitte & Touche LLP
Parsippany, NJ
December 19, 1996

                                      B-19




<PAGE>

   
PRUSELECT /(sm)/ I
Variable Life
Insurance


[LOGO] Prudential

       Pruco Life Insurance Company
       213 Washington Street, Newark, NJ 07102-2992
       Telephone: 800 286-7754

       CVUL-1 Ed. 5/98
    

<PAGE>

                                     PART II

                                OTHER INFORMATION


<PAGE>


                           UNDERTAKING TO FILE REPORTS

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

                     REPRESENTATION WITH RESPECT TO CHARGES

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

                   UNDERTAKING WITH RESPECT TO INDEMNIFICATION

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

Arizona,  being  the  state of  organization  of Pruco  Life  Insurance  Company
("Pruco"),  permits  entities  organized  under its  jurisdiction  to  indemnify
directors  and officers  with certain  limitations.  The relevant  provisions of
Arizona law permitting indemnification can be found in Section 10-850 et seq. of
the Arizona Statutes Annotated.  The text of Pruco's By-law, Article VIII, which
relates to  indemnification  of  officers  and  directors,  is  incorporated  by
reference to Exhibit 3(ii) to its Form 10-Q, SEC File No. 33-37587, filed August
15, 1997.

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


                                      II-1


<PAGE>



                       CONTENTS OF REGISTRATION STATEMENT

This Registration Statement comprises the following papers and documents:

The facing sheet.

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

   
The prospectus consisting of 67 pages.
    

The undertaking to file reports.

The representation with respect to charges.

The signatures.

Written consents of the following persons:

     1.   Price Waterhouse LLP, independent accountants.

     2.   Deloitte & Touche LLP, independent auditors.

     3.   Clifford E. Kirsch, Esq.

     4.   Nancy D. Davis, FSA, MAAA

The following exhibits:

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

   
          A.    (1)     Resolution of Board of Directors of Pruco Life Insurance
                        Company establishing the Pruco Life
                        Variable Universal Account.  (Note 8)
                (2)     Not Applicable.
                (3)     Distributing Contracts:

                        (a)      Distribution Agreement between Pruco Securities
                                 Corporation and Pruco Life Insurance Company.  
                                 (Note 8)

                        (b)      Proposed   form  of  Agreement   between  Pruco
                                 Securities  Corporation and independent brokers
                                 with  respect  to the  Sale  of the  Contracts.
                                 (Note 8)

                        (c)      Schedule of Sales Commissions. (Note 8)

                (4)     Not Applicable.
                (5)     Variable Universal Life Insurance Contract. (Note 8)

                (6)     (a)      Articles  of  Incorporation  of Pruco Life
                                 Insurance Company, as amended October 19, 1993.
                                 (Note 7)

                        (b)      By-laws of Pruco Life Insurance Company, as 
                                 amended May 6, 1997.  (Note 9)

                (7)     Not Applicable.
                (8)     Not Applicable.
                (9)     Not Applicable.

               (10)     (a)      Application Form for Variable Universal Life 
                                 Insurance Contract. (Note 8)
                        (b)      Supplement to the Application for Variable 
                                 Universal Life Insurance Contract. (Note 1)
    

               (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
                        6)

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

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

     4.   None.

     5.   Not Applicable.

     6.   Opinion and  Consent of Nancy D. Davis,  FSA,  MAAA,  as to  actuarial
          matters pertaining to the securities being registered. (Note 1)

     7.   Powers of Attorney.

   
          (a)      William M. Bethke, Ira J. Kleinman, Mendel A. Melzer
                   Esther H. Milnes, I. Edward Price (Note 2)
          (b)      Kiyofumi Sakaguchi (Note 5)
    

                                      II-2


<PAGE>



   
          (c)      James J. Avery, Jr. (Note 3)
          (d)      James M. Schlomann (Note 4)
    

    27.   Financial Data Schedule. (Note 1)

(Note 1) Filed herewith.

(Note 2) Incorporated  by reference  to Form 10-K,  Registration  No.  33-08698,
         filed March 31, 1997 on behalf of the Pruco Life Variable Contract Real
         Property Account.

   
(Note 3) Incorporated  by reference to  Post-Effective  Amendment  No. 2 to Form
         S-6,  Registration No. 333- 07451, filed June 25, 1997 on behalf of the
         Pruco Life Variable Appreciable Account.

(Note 4) Incorporated  by reference to  Post-Effective  Amendment  No. 4 to Form
         S-1,  Registration No. 33- 86780,  filed April 9, 1998 on behalf of the
         Pruco Life Variable Contract Real Property Account.

(Note 5) Incorporated  by reference to  Post-Effective  Amendment  No. 8 to Form
         S-6,  Registration No. 33- 49994, filed April 28, 1997 on behalf of the
         Pruco Life PRUvider Variable Appreciable Account.
    

(Note 6) Incorporated  by reference to  Post-Effective  Amendment  No. 9 to this
         Registration Statement, filed April 25, 1996.

(Note 7) Incorporated  by reference  to Form S-6,  Registration  No.  333-07451,
         filed  July 2, 1996 on behalf of the Pruco  Life  Variable  Appreciable
         Account.

   
(Note 8) Incorporated  by reference to  Post-Effective  Amendment No. 10 to this
         Registration Statement, filed April 28, 1997.

(Note 9) Incorporated  by reference  to Form 10-Q,  Registration  No.  33-37587,
         filed August 15, 1997 on behalf of the Pruco Life Insurance Company.
    


                                      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 24th day of April, 1998.
    

(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. 11 to the  Registration  Statement  has been signed  below by the
following persons in the capacities indicated on this 24th day of April, 1998.
    

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

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


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


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


/s/ *
- ----------------------------------------
William M. Bethke
Director


*By: /s/ Thomas C. Castano
- ----------------------------------------
     Thomas C. Castano
     (Attorney-in-Fact)


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

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


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


   
/s/ *
- ----------------------------------------
Kiyofumi Sakaguchi
Director
    

                                      II-4


<PAGE>


<TABLE>
<CAPTION>
                                  EXHIBIT INDEX

<S>           <C>                                                               <C>

   
              Consent of Deloitte and Touche LLP, independent auditors.         Page II-6

              Consent of Price Waterhouse llp, independent accountants.         Page II-7

1.A.(10)(b)   Supplement  to  the   Application  for  Variable
              Universal Life Insurance Contracts.                               Page II-8

         3.   Opinion and Consent of Clifford E. Kirsch,  Esq., as to the
              legality of the securities being registered.                      Page II-9

         6.   Opinion and Consent of Nancy D. Davis,  FSA,  MAAA,  as to
              actuarial   matters   pertaining  to  the   securities   being
              registered.                                                       Page II-10

        27.   Financial Data Schedule.                                          Page II-11
</TABLE>
    


                                      II-5




INDEPENDENT AUDITORS CONSENT

We consent to the use in this Post-Effective Amendment No. 11 to Registration
Statement No. 33-29181 on Form S-6 of Pruco Life Variable Universal Account of
Pruco Life Insurance Company (1) of our report dated February 15, 1996, relating
to the financial statements of Pruco Life Variable Universal Account, and (2) of
our report dated December 19, 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 (3) to the
reference to us under the heading "Experts" in such Prospectus.


/s/ Deloitte & Touche LLP
Parsippany, New Jersey
April 24, 1998


                                      II-6





                       CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the use in the Prospectus constituting part of this
Post-Effective Amendment No. 11 to the registration statement on Form S-6 (the
"Registration Statement") of our report dated March 20, 1998, relating to the
financial statements of the Pruco Life Variable Universal Account, which appears
in such Prospectus.

We also consent to the use in the Prospectus constituting part of this
Registration Statement of our report dated March 23, 1998, relating to the
consolidated financial statements of Pruco Life Insurance Company and
Subsidiaries, which appears in such Prospectus.

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


/s/ PRICE WATERHOUSE LLP

New York, New York
April 24, 1998



                                      II-7



                                                             EXHIBIT 1.A.(10)(B)

                                 SUPPLEMENT TO THE APPLICATION

                                 [_] The Prudential Insurance Company of America

                                 [_] Pruco Life Insurance Company
                                     A Subsidiary of The Prudential Insurance 
                                     Company of America

                                 No. 
                                 -----------------------------------------------

A Supplement to the Application for a variable contract in which
                                                                 ---------------
                                               is named as the proposed Insured.
- -----------------------------------------------

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

I BELIEVE THIS CONTRACT  MEETS MY INSURANCE  NEEDS AND FINANCIAL  OBJECTIVES.  I
ACKNOWLEDGE RECEIPT OF A CURRENT PROSPECTUS FOR THE CONTRACT.  I UNDERSTAND THAT
THE  CONTRACT'S  VALUE AND DEATH  BENEFIT MAY VARY  DEPENDING ON THE  CONTRACT'S
INVESTMENT EXPERIENCE

 .............................................................YES [_]      NO [_]


An illustration of values is available upon request.





Date                                Signature of Applicant

                 ,19
- --------------------------------------------------------------------------------



- -------------
ORD 86218--90
- -------------

                                      II-8



                                                                       Exhibit 3

                                                                  April 24, 1998

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,

/s/ Clifford E. Kirsch

                                      II-9


                                                                       EXHIBIT 6

                                                                  April 24, 1998

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. 11 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,

/s/ Nancy D. Davis, FSA, MAAA
Vice President and Assistant Actuary
The Prudential Insurance Company of America

                                      II-10


<TABLE> <S> <C>


<ARTICLE>                                            6
<MULTIPLIER>                                   1000
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                                      DEC-31-1997
<PERIOD-END>                                           DEC-31-1997
<INVESTMENTS-AT-COST>                                      316,324
<INVESTMENTS-AT-VALUE>                                     358,794
<RECEIVABLES>                                                  973
<ASSETS-OTHER>                                                   0
<OTHER-ITEMS-ASSETS>                                             0
<TOTAL-ASSETS>                                             359,767
<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>                                       19,232
<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>                                               359,767
<DIVIDEND-INCOME>                                           10,801
<INTEREST-INCOME>                                                0
<OTHER-INCOME>                                              20,118
<EXPENSES-NET>                                               1,835
<NET-INVESTMENT-INCOME>                                      8,966
<REALIZED-GAINS-CURRENT>                                     8,348
<APPREC-INCREASE-CURRENT>                                   17,417
<NET-CHANGE-FROM-OPS>                                       54,849
<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>                                      87,619
<ACCUMULATED-NII-PRIOR>                                          0
<ACCUMULATED-GAINS-PRIOR>                                        0
<OVERDISTRIB-NII-PRIOR>                                          0
<OVERDIST-NET-GAINS-PRIOR>                                       0
<GROSS-ADVISORY-FEES>                                            0
<INTEREST-EXPENSE>                                               0
<GROSS-EXPENSE>                                                  0
<AVERAGE-NET-ASSETS>                                             0
<PER-SHARE-NAV-BEGIN>                                            0
<PER-SHARE-NII>                                                  0
<PER-SHARE-GAIN-APPREC>                                          0
<PER-SHARE-DIVIDEND>                                             0
<PER-SHARE-DISTRIBUTIONS>                                        0
<RETURNS-OF-CAPITAL>                                             0
<PER-SHARE-NAV-END>                                              0
<EXPENSE-RATIO>                                                  0
<AVG-DEBT-OUTSTANDING>                                           0
<AVG-DEBT-PER-SHARE>                                             0
        

</TABLE>


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