PRUCO LIFE VARIABLE UNIVERSAL ACCOUNT
S-6, 1999-08-13
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AS FILED WITH THE SEC ON ________.                         REGISTRATION NO.

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  -----------

                                    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

                                  -----------

Variable Universal Life Insurance Contracts -- Pursuant to Rule 24f-2 under the
Investment Company Act of 1940, the Registrant elects to register an indefinite
amount of securities. (Title and amount of securities being registered, and
proposed maximum aggregate offering price).

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

The Registrant hereby amends this Registration Statement on such date as may be
necessary to delay its effective date until the Registrant shall file a further
amendment which specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a) of the Securities
Act of 1933 or until the Registration Statement shall become effective on such
dates as the Commission, action pursuant to said Section 8(a), may determine.

This filing is being made pursuant to Rules 6c-3 and 6e-3(T) under the
Investment Company Act of 1940.

Registrant elects to be governed by Rules 6e-3(T)(b)(13)(i)(A) under the
Investment Company Act of 1940 with respect to the Contract described in this
Registration Statement.
<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.                           Introduction and Summary; Short-Term
                                        Cancellation Right or "Free Look"; Types
                                        of Death Benefit; Changing the Type of
                                        Death Benefit; Riders; Premiums;
                                        Allocation of Premiums; Transfers;
                                        Dollar Cost Averaging; Auto-Rebalancing;
                                        Charges and Expenses; How a Contract's
                                        Surrender Value Will Vary; How a Type A
                                        (Fixed) Contract's Death Benefit Will
                                        Vary; How a Type B (Variable) Contract's
                                        Death Benefit Will Vary; How a Type C
                                        (Return of Premium) Contract's Death
                                        Benefit Will Vary; Surrender of a
                                        Contract; Withdrawals; Lapse and
                                        Reinstatement; Increases in Basic
                                        Insurance Amount; Decreases in Basic
                                        Insurance Amount; When Proceeds are
                                        Paid; Contract Loans; Other General
                                        Contract Provisions; Voting Rights;
                                        Substitution of Fund Shares

          11.                           Introduction and Summary; Pruco Life
                                        Variable Universal Account

          12.                           Cover Page; Introduction and Summary;
                                        The Funds; Sale of the Contract and
                                        Sales Commissions

          13.                           Introduction and Summary; The Funds;
                                        Premiums; Allocation of Premiums;
                                        Charges and Expenses; Sale of the
                                        Contract and Sales Commissions

          14.                           Introduction and Summary; Detailed
                                        Information for Prospective Contract
                                        Owners

          15.                           Introduction and Summary; Premiums;
                                        Allocation of Premiums; Transfers;
                                        Dollar Cost Averaging; Auto-Rebalancing

          16.                           Introduction and Summary; Detailed
                                        Information for Prospective Contract
                                        Owners

          17.                           When Proceeds are Paid
<PAGE>

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

          18.                           Pruco Life Variable Universal Account

          19.                           Reports to Contract Owners

          20.                           Not Applicable

          21.                           Contract Loans

          22.                           Not Applicable

          23.                           Not Applicable

          24.                           Other General Contract Provisions

          25.                           Pruco Life Insurance Company

          26.                           Introduction and Summary; The Funds;
                                        Charges and Expenses

          27.                           Pruco Life Insurance Company; The Funds

          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
<PAGE>

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

          44.                           Introduction and Summary; The Funds; How
                                        a Contract's Cash Surrender Value Will
                                        Vary; How a Type A (Fixed) Contract's
                                        Death Benefit Will Vary; How a Type B
                                        (Variable) Contract's Death Benefit Will
                                        Vary; How a Type C (Return of Premium)
                                        Contract's Death Benefit Will Vary

          45.                           Not Applicable

          46.                           Introduction and Summary; Pruco Life
                                        Variable Universal Account; The Funds

          47.                           Pruco Life Variable Universal Account;
                                        The Funds

          48.                           Not Applicable

          49.                           Not Applicable

          50.                           Not Applicable

          51.                           Not Applicable

          52.                           Substitution of Fund Shares

          53.                           Tax Treatment of Contract Benefits

          54.                           Not Applicable

          55.                           Not Applicable

          56.                           Not Applicable

          57.                           Not Applicable

          58.                           Not Applicable

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

                                     PART I

                       INFORMATION REQUIRED IN PROSPECTUS
<PAGE>


                                PRUSELECT(SM) III
                             Variable Life Insurance

                                   PROSPECTUS


                                   Pruco Life
                           Variable Universal Account











                          PRUCO LIFE INSURANCE COMPANY


<PAGE>



PROSPECTUS
PRUCO LIFE VARIABLE UNIVERSAL ACCOUNT

                                PRUSELECT(SM) III
                        VARIABLE LIFE INSURANCE CONTRACTS

This prospectus describes certain individual flexible premium variable universal
life insurance contracts, PRUSELECT(SM) III Variable Life Insurance Contracts
(the "Contract"), issued by Pruco Life Insurance Company ("Pruco Life"), a stock
life insurance company. Pruco Life is a wholly-owned subsidiary of The
Prudential Insurance Company of America. These Contracts provide individual
variable universal life insurance coverage with flexible premium payments, a
variety of investment options, and three types of death benefit options. These
Contracts may be issued with a Target Term Rider that could have a significant
effect on the performance of your Contract. For the factors to consider when
adding a Target Term Rider to your Contract, see RIDERS, page 12. The Contracts
may be owned individually or by a corporation, trust, association or similar
entity. The Contracts are available on a multiple life basis where the insureds
share a common employment or business relationship. The Contract owner will have
all rights and privileges under the Contract. The Contracts may be used for
funding non-qualified executive deferred compensation or salary continuation
plans, retiree medical benefits, or other purposes.

You may choose to invest your Contract's premiums and its earnings in the
following ways:

o    Invest in one or more of 15 available subaccounts of the Pruco Life
     Variable Universal Account, each of which invests in a corresponding
     portfolio of the Funds indicated below:

              THE PRUDENTIAL SERIES FUND, INC. (THE "SERIES FUND")

Money Market                 High Yield Bond         Equity
Diversified Bond             Stock Index             Prudential Jennison
Conservative Balanced        Equity Income           Global
Flexible Managed

AIM VARIABLE INSURANCE FUNDS, INC.    AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.
       AIM V.I. Value Fund                 American Century VP Value Fund

       JANUS ASPEN SERIES                MFS(R) VARIABLE INSURANCE TRUST(SM)
        Growth Portfolio                      Emerging Growth Series

                    T. ROWE PRICE INTERNATIONAL SERIES, INC.
                          International Stock Portfolio

This prospectus describes the Contract generally and the Pruco Life Variable
Universal Account. The attached prospectuses for the Funds and their related
statements of additional information describe the investment objectives and the
risks of investing in the Fund portfolios. Pruco Life may add additional
investment options in the future. Please read this prospectus and keep it for
future reference.

The Securities and Exchange Commission ("SEC") maintains a Web site
(http://www.sec.gov) that contains material incorporated by reference and other
information regarding registrants that file electronically with the SEC.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS ACCURATE OR COMPLETE. 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.


<PAGE>




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

INTRODUCTION AND SUMMARY...................................................2
   BRIEF DESCRIPTION OF THE CONTRACT.......................................2
   CHARGES.................................................................2
   TYPES OF DEATH BENEFIT..................................................4
   LIFE INSURANCE DEFINITIONAL TESTS.......................................4
   PREMIUM PAYMENTS........................................................5
   REFUND..................................................................5

GENERAL INFORMATION ABOUT PRUCO LIFE INSURANCE COMPANY,
  THE PRUCO LIFE VARIABLE UNIVERSAL ACCOUNT, AND
  THE VARIABLE INVESTMENT OPTIONS AVAILABLE UNDER THE CONTRACT.............6
   PRUCO LIFE INSURANCE COMPANY............................................6
   THE PRUCO LIFE VARIABLE UNIVERSAL ACCOUNT...............................6
   THE FUNDS...............................................................7
   WHICH INVESTMENT OPTION SHOULD BE SELECTED?.............................9

DETAILED INFORMATION FOR PROSPECTIVE CONTRACT OWNERS.......................9
   REQUIREMENTS FOR ISSUANCE OF A CONTRACT.................................9
   SHORT-TERM CANCELLATION RIGHT OR "FREE-LOOK"...........................10
   TYPES OF DEATH BENEFIT.................................................10
   CHANGING THE TYPE OF DEATH BENEFIT.....................................11
   RIDERS.................................................................12
   PREMIUMS...............................................................13
   ALLOCATION OF PREMIUMS.................................................13
   TRANSFERS..............................................................14
   DOLLAR COST AVERAGING..................................................14
   AUTO-REBALANCING.......................................................14
   CHARGES AND EXPENSES...................................................15
   HOW A CONTRACT'S SURRENDER VALUE WILL VARY.............................17
   HOW A TYPE A (FIXED) CONTRACT'S DEATH BENEFIT WILL VARY................18
   HOW A TYPE B (VARIABLE) CONTRACT'S DEATH BENEFIT WILL VARY.............19
   HOW A TYPE C (RETURN OF PREMIUM) CONTRACT'S DEATH BENEFIT WILL VARY....20
   SURRENDER OF A CONTRACT................................................21
   WITHDRAWALS............................................................21
   LAPSE AND REINSTATEMENT................................................21
   INCREASES IN BASIC INSURANCE AMOUNT....................................22
   DECREASES IN BASIC INSURANCE AMOUNT....................................23
   WHEN PROCEEDS ARE PAID.................................................23
   ILLUSTRATIONS OF SURRENDER VALUES, DEATH BENEFITS, AND
    ACCUMULATED PREMIUMS..................................................24
   CONTRACT LOANS.........................................................26
   SALE OF THE CONTRACT AND SALES COMMISSIONS.............................26
   TAX TREATMENT OF CONTRACT BENEFITS.....................................27
   LEGAL CONSIDERATIONS RELATING TO SEX-DISTINCT PREMIUMS AND BENEFITS....29
   EXCHANGE RIGHT AVAILABLE IN SOME STATES................................29
   OTHER GENERAL CONTRACT PROVISIONS......................................29
   VOTING RIGHTS..........................................................30
   SUBSTITUTION OF FUND SHARES............................................30
   REPORTS TO CONTRACT OWNERS.............................................31
   STATE REGULATION.......................................................31
   EXPERTS................................................................31
   LITIGATION.............................................................31
   YEAR 2000 COMPLIANCE...................................................31
   ADDITIONAL INFORMATION.................................................33

<PAGE>

                                                                         PAGE
                                                                         ----
   FINANCIAL STATEMENTS...................................................33

DIRECTORS AND OFFICERS....................................................34

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

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




<PAGE>



              DEFINITIONS OF SPECIAL TERMS USED IN THIS PROSPECTUS

ATTAINED AGE -- The insured's age on the Contract date plus the number of years
since then. For any coverage segment effective after the Contract date, the
insured's attained age is the issue age of that segment plus the length of time
since its effective date.

BASIC INSURANCE AMOUNT -- The amount of life insurance as shown in the Contract.

CASH VALUE -- The same as the  "Contract Fund."

CONTRACT -- The variable universal life insurance policy described in this
prospectus.

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

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

CONTRACT DEBT -- The principal amount of all outstanding loans plus any interest
we have charged that is not yet due and that we have not yet added to the loan.

CONTRACT FUND -- The total amount credited to a specific Contract. On any date
it is equal to the sum of the amounts in all the subaccounts and the principal
amount of any Contract debt.

CONTRACT OWNER -- You. Unless a different owner is named in the application, the
owner of the Contract is the insured.

CONTRACT YEAR -- A year that starts on the Contract date or on a Contract
anniversary. For any portion of a Contract representing an increase, "Contract
year" is a year that starts on the effective date of the increase. See INCREASES
IN BASIC INSURANCE AMOUNT, page 22.

COVERAGE SEGMENT -- The basic insurance amount at issue is the first coverage
segment. For each increase in basic insurance amount, a new coverage segment is
created for the amount of the increase. See INCREASES IN BASIC INSURANCE AMOUNT,
page 22.

DEATH BENEFIT -- The amount we will pay upon the death of the insured before
reduction by any Contract debt and amounts needed to pay charges through the
date of death.

FACE AMOUNT -- The same as the "basic insurance amount." If the Contract is
issued with a Target Term Rider, the "basic insurance amount" plus the rider
coverage amount equals the total "face amount."

FUNDS -- Mutual funds with separate portfolios. One or more of the available
Fund portfolios may be chosen as an underlying investment for the Contract.

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

NET CASH VALUE -- The Contract Fund minus any Contract debt.

PRUCO LIFE INSURANCE COMPANY -- Us, we, Pruco Life. The company offering the
Contract.

THE 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.

SEGMENT ALLOCATION AMOUNT -- The amount used to determine the charge for sales
expenses. See CHARGES AND EXPENSES, page 15.

SUBACCOUNT -- An investment division of the Account, the assets of which are
invested in the shares of the corresponding portfolio of the Funds.

SURRENDER VALUE -- The amount payable to the Contract owner upon surrender of
the Contract. It is equal to the Contract Fund minus any Contract debt plus any
return of sales charges.

TARGET PREMIUM -- The same as "segment allocation amount." See CHARGES AND
EXPENSES, page 15.

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 Funds are calculated, which
is generally at 4:15 p.m. Eastern time on each day during which the New York
Stock Exchange is open.

US, WE  -- Pruco Life Insurance Company.

YOU -- The owner of the Contract.

                                       1

<PAGE>

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

                            INTRODUCTION AND SUMMARY

THIS SUMMARY PROVIDES A BRIEF OVERVIEW OF THE MORE SIGNIFICANT ASPECTS OF THE
CONTRACT. WE PROVIDE FURTHER DETAIL IN THE SUBSEQUENT SECTIONS OF THIS
PROSPECTUS AND IN THE CONTRACT. THE CONTRACT, INCLUDING THE APPLICATION ATTACHED
TO IT, CONSTITUTES THE ENTIRE AGREEMENT BETWEEN YOU AND PRUCO LIFE AND YOU
SHOULD RETAIN THESE DOCUMENTS.

As you read this prospectus you should keep in mind that this is a life
insurance contract. VARIABLE LIFE INSURANCE has significant investment aspects
and requires you to make investment decisions, and therefore it is also a
"security." Securities that are offered to the public must be registered with
the Securities and Exchange Commission. The prospectus that is a part of the
registration statement must be given to all prospective purchasers.

BRIEF DESCRIPTION OF THE CONTRACT

The Contract is an individual flexible premium variable universal life insurance
contract that is offered by Pruco Life Insurance Company. These Contracts may be
issued with a Target Term Rider that could have a significant effect on the
performance of your Contract. For the factors to consider when adding a Target
Term Rider to your Contract, see RIDERS, page 12. The Contracts are available on
a multiple life basis where the insureds share a common employment or business
relationship. The Contracts may be owned individually or by a corporation,
trust, association or similar entity. The Contract owner will have all rights
and privileges under the Contract. The Contracts may be used for such purposes
as funding non-qualified executive deferred compensation or salary continuation
plans, retiree medical benefits, or other purposes.

The Contract is a form of variable universal life insurance. It is based on a
Contract Fund, the value of which changes every business day. The chart below
describes how the value of your Contract Fund changes.

You may invest premiums in one or more of the 15 available subaccounts. Your
Contract Fund value changes every day depending upon the change in the value of
the particular investment options that you have selected.

Although the value of your Contract Fund will increase if there is favorable
investment performance in the subaccounts you select, there is a risk that
investment performance will be unfavorable and that the value of your Contract
Fund will decrease. The risk will be different, depending upon which investment
options you choose. See WHICH INVESTMENT OPTION SHOULD BE SELECTED?, page 9.

CHARGES

The following chart outlines the components of your Contract Fund and the
adjustments which may be made including the maximum charges which may be
deducted from each premium payment and from the amounts held in the designated
investment options. These charges are largely designed to cover insurance costs
and risks, as well as sales and administrative expenses. The maximum charges
shown in the chart, as well as the current lower charges, are fully described
under CHARGES AND EXPENSES, page 15.


                                       2
- --------------------------------------------------------------------------------

<PAGE>



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


                    ----------------------------------------
                                 PREMIUM PAYMENT
                    ----------------------------------------

          ------------------------------------------------------------------
          o    less a charge of up to 7.5% of the premiums paid for taxes
               attributable to premiums. In Oregon this is called a premium
               based administrative charge.

          o    less a charge for sales expenses of up to 15% of the premiums
               paid.
          -------------------------------------------------------------------

- --------------------------------------------------------------------------------
                             INVESTED PREMIUM AMOUNT

To be invested in one or a combination of 15 investment portfolios of the Funds.
- --------------------------------------------------------------------------------
                                 CONTRACT FUND

On the Contract Date, the Contract Fund is equal to the invested premium amount
minus any of the charges described below which may be due on that date.
Thereafter, the value of the Contract Fund changes daily.
- --------------------------------------------------------------------------------

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

                          PRUCO LIFE ADJUSTS THE CONTRACT FUND FOR:

               o    Addition of any new invested premium amounts.

               o    Addition of any increase due to investment results of the
                    chosen subaccounts.

               o    Addition of guaranteed interest at an effective annual rate
                    of 4% on the amount of any Contract loan. (Separately,
                    interest charged on the loan accrues at an effective annual
                    rate of 4.25% or 5%. See CONTRACT LOANS, page 24.)

               o    Subtraction of any decrease due to investment results of the
                    chosen subaccounts.

               o    Subtraction of any amount withdrawn.

               o    Subtraction of the charges listed below, as applicable.

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

- --------------------------------------------------------------------------------
                                 DAILY CHARGES

               o    Management fees and expenses are deducted from the Fund
                    assets.

               o    We deduct a daily mortality and expense risk charge,
                    equivalent to an annual rate of up to 0.5%, from the
                    subaccount assets.

                                       3

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

<PAGE>



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

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

                                MONTHLY CHARGES

               o    We reduce the Contract Fund by a monthly administrative
                    charge of up to $10 plus $0.05 per $1,000 of the basic
                    insurance amount.

               o    We deduct a cost of insurance ("COI") charge.

               o    If the Contract includes riders, we deduct rider charges
                    from the Contract Fund.

               o    If the rating class of an insured results in an extra
                    charge, we will deduct that charge from the Contract Fund.

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


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

                          POSSIBLE ADDITIONAL CHARGES

               o    We assess an administrative charge of up to $25 for any
                    withdrawals.

               o    We may assess an administrative charge of up to $25 for any
                    change in basic insurance amount.

               o    We may assess an administrative charge of up to $25 for any
                    change in the Target Term Rider coverage amounts (see
                    RIDERS, page 12).

               o    We assess an administrative charge of up to $25 for each
                    transfer exceeding 12 in any Contract year.

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

TYPES OF DEATH BENEFIT

There are three types of death benefit available. You may choose a Contract with
a Type A (fixed) death benefit under which the cash value varies daily with
investment experience, and the death benefit generally remains at the basic
insurance amount you initially chose. However, the Contract Fund may grow to a
point where the death benefit may increase and vary with investment experience.
If you choose a Contract with a Type B (variable) death benefit, the cash value
and the death benefit both vary with investment experience. If you choose a
Contract with a Type C (return of premium) death benefit, the death benefit is
increased by the amount of premiums paid into the Contract, less withdrawals,
plus interest at a rate between 0% and 8% (in 1/2% increments) chosen by the
Contract owner. For Type A and Type B death benefit, as long as the Contract is
in force, the death benefit will never be less than the basic insurance amount
shown in your Contract. See TYPE OF DEATH BENEFIT, page 10.

LIFE INSURANCE DEFINITIONAL TESTS

In order to qualify as life insurance for Federal tax purposes, the Contract
must adhere to the definition of life insurance under Section 7702 of the
Internal Revenue Code. At issue, the Contract owner chooses one of the following
definition of life insurance tests: (1) Cash Value Accumulation Test or (2)
Guideline Premium Test. Under the Cash Value Accumulation Test, there is a
minimum death benefit to cash value ratio. Under the Guideline Premium Test,
there is a limit to the amount of premiums that can be paid into the Contract,
as well as a minimum death benefit to cash value ratio. For more information,
see TAX TREATMENT OF CONTRACT BENEFITS, page 27.

                                       4

- --------------------------------------------------------------------------------
<PAGE>

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

PREMIUM PAYMENTS

The Contract is a flexible premium contract - there are no scheduled premiums.
Except for the minimum initial premium, and subject to a minimum of $25 per
subsequent payment, you choose the timing and amount of premium payments. The
Contract will remain in force if the Contract Fund is greater than zero and more
than any Contract debt. See PREMIUMS, page 12 and LAPSE AND REINSTATEMENT, page
21.

We offer and suggest regular billing of premiums even though you decide when to
make premium payments and, subject to a $25 minimum, in what amounts. You should
discuss your billing options with your Pruco Life representative when you apply
for the Contract. See PREMIUMS, page 12.

REFUND

For a limited time, you may return your Contract for a refund in accordance with
the terms of its "free-look" provision. See SHORT-TERM CANCELLATION RIGHT OR
"FREE-LOOK," page 10.

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

THE REPLACEMENT OF LIFE INSURANCE IS GENERALLY NOT IN YOUR BEST INTEREST. IN
MOST CASES, IF YOU REQUIRE ADDITIONAL COVERAGE, THE BENEFITS OF YOUR EXISTING
CONTRACT CAN BE PROTECTED BY PURCHASING ADDITIONAL INSURANCE OR A SUPPLEMENTAL
CONTRACT. IF YOU ARE CONSIDERING REPLACING A CONTRACT, YOU SHOULD COMPARE THE
BENEFITS AND COSTS OF SUPPLEMENTING YOUR EXISTING CONTRACT WITH THE BENEFITS AND
COSTS OF PURCHASING THE CONTRACT DESCRIBED IN THIS PROSPECTUS AND YOU SHOULD
CONSULT WITH A QUALIFIED TAX ADVISER.

THIS PROSPECTUS MAY ONLY BE OFFERED IN JURISDICTIONS IN WHICH THE OFFERING IS
LAWFUL. NO PERSON IS AUTHORIZED TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH
THIS OFFERING OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND IN THE
PROSPECTUSES AND STATEMENTS OF ADDITIONAL INFORMATION FOR THE FUNDS.

                                       5

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

<PAGE>



                 GENERAL INFORMATION ABOUT PRUCO LIFE INSURANCE
                   COMPANY, THE 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 publicly traded stock company
through a process known as "demutualization." On February 10, 1998, the
Company's Board of Directors authorized management to take the preliminary steps
necessary to allow the Company to demutualize. On July 1, 1998, legislation was
enacted in New Jersey that would permit this conversion to occur and that
specified the process for conversion. Demutualization is a complex process
involving development of a plan of reorganization, adoption of a plan by the
Company's Board of Directors, a public hearing, voting by qualified
policyholders and regulatory approval, all of which could take two or more years
to complete. Prudential's management and Board of Directors have not yet
determined to demutualize and it is possible that, after careful review,
Prudential could decide not to go public.

The plan of reorganization, which hasn't been developed and approved, would
provide the criteria for determining eligibility and the methodology for
allocating shares or other consideration to those who would be eligible. Under
New Jersey's demutualization law, a policy would have to be in effect on the
date Prudential's Board of Directors adopted a plan of reorganization in order
to be considered for eligibility. Generally, the amount of shares or other
consideration eligible customers would receive would be based on a number of
factors, including the types, amounts and issue years of their policies. As a
general rule, owners of Prudential-issued insurance policies and annuity
contracts would be eligible, while mutual fund customers and customers of the
Company's subsidiaries, such as the Pruco Life insurance companies, would not
be. It has not yet been determined whether any exceptions to that general rule
will be made with respect to policyholders and contract owners of Prudential's
subsidiaries. This does not constitute a proposal, offer, solicitation or
recommendation regarding any plan of reorganization that may be proposed or a
recommendation regarding the ownership of any stock that could be issued in
connection with any such demutualization.

As of December 31, 1998, Prudential has invested over $442 million in Pruco Life
in connection with Pruco Life's organization and operation. 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.

THE 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 a unit investment trust, which is a type of investment company.
It is registered with the Securities and Exchange Commission ("SEC") under the
Investment Company Act of 1940 ("1940 Act"). 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.

                                       6


<PAGE>



Currently, you may invest in one or a combination of 15 available subaccounts
within the Account, each of which invests in a single corresponding portfolio of
the Funds. Additional subaccounts may be added in the future. The Account's
financial statements begin on page A1.

THE FUNDS

The following is a list of the Funds, the portfolios' investment objectives and
investment advisers:

THE PRUDENTIAL SERIES FUND, INC. (THE "SERIES FUND"):

o    MONEY MARKET PORTFOLIO: The investment objective is maximum current income
     consistent with the stability of capital and the maintenance of liquidity.
     The Portfolio invests in high quality short-term debt obligations that
     mature in 13 months or less.

o    DIVERSIFIED BOND PORTFOLIO: The investment objective is a high level of
     income over a longer term while providing reasonable safety of capital. The
     Portfolio invests primarily in higher grade debt obligations and high
     quality money market investments.

o    CONSERVATIVE BALANCED PORTFOLIO: The investment objective is a total
     investment return consistent with a conservatively managed diversified
     portfolio. The Portfolio invests in a mix of equity securities, debt
     obligations and money market instruments.

o    FLEXIBLE MANAGED PORTFOLIO: The investment objective is a total investment
     return consistent with an aggressively managed diversified portfolio. The
     Portfolio invests in a mix of equity securities, debt obligations and money
     market instruments.

o    HIGH YIELD BOND PORTFOLIO: The investment objective is a high total return.
     The Portfolio invests primarily in high yield/high risk debt securities.

o    STOCK INDEX PORTFOLIO: The investment objective is investment results that
     generally correspond to the performance of publicly-traded common stocks.
     The Portfolio attempts to duplicate the price and yield performance of the
     Standard & Poor's 500 Composite Stock Price Index (the "S&P 500 Index").

o    EQUITY INCOME PORTFOLIO: The investment objective is both current income
     and capital appreciation. The Portfolio invests primarily in common stocks
     and convertible securities that provide good prospects for returns above
     those of the S&P 500 Index or the NYSE Composite Index.

o    EQUITY PORTFOLIO: The investment objective is capital appreciation. The
     Portfolio invests primarily in common stocks of major established
     corporations as well as smaller companies that offer attractive prospects
     of appreciation.

o    PRUDENTIAL JENNISON PORTFOLIO: The investment objective is to achieve
     long-term growth of capital. The Portfolio invests primarily in equity
     securities of major established corporations that offer above-average
     growth prospects.

o    GLOBAL PORTFOLIO: The investment objective is long-term growth of capital.
     The Portfolio invests primarily in common stocks (and their equivalents) of
     foreign and U.S. companies.

Prudential is the investment adviser 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"). The
Service Agreement 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 LLC ("Jennison"), under
which Jennison furnishes investment advisory services in connection with the
management of the Prudential Jennison Portfolio.

                                       7


<PAGE>

AIM VARIABLE INSURANCE FUNDS, INC.:

o    AIM V.I. VALUE FUND. Seeks to achieve long-term growth of capital by
     investing primarily in equity securities judged by the fund's investment
     adviser to be undervalued relative to the investment adviser's appraisal of
     the current or projected earnings of the companies issuing the securities,
     or relative to current market values of assets owned by the companies
     issuing the securities or relative to the equity market generally. Income
     is a secondary objective.

A I M Advisors, Inc. ("AIM") is the investment adviser for this fund. The
principal business address for AIM is 11 Greenway Plaza, Suite 100, Houston,
Texas 77046-1173.

AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.:

o    AMERICAN CENTURY VP VALUE FUND. Seeks long-term capital growth with income
     as a secondary objective. The fund seeks to achieve its objective by
     investing primarily in equity securities of well-established companies with
     intermediate-to-large market capitalizations that are believed by
     management to be undervalued at the time of purchase.

American Century Investment Management, Inc. ("ACIM") is the investment adviser
for this fund. ACIM's principal business address is American Century Tower, 4500
Main Street, Kansas City, Missouri 64111. The Principal Underwriter of the fund
is American Century Services, Inc., located at 4500 Main Street, Kansas City,
Missouri 64111.

JANUS ASPEN SERIES:

o    GROWTH PORTFOLIO. Seeks long-term growth of capital in a manner consistent
     with the preservation of capital.

Janus Capital Corporation is the investment adviser and is responsible for the
day-to-day management of the portfolio and other business affairs of the
portfolio. Janus Capital Corporation's principal business address is 100
Fillmore Street, Denver, Colorado 80206-4928.

MFS(R)  VARIABLE INSURANCE TRUST:

o    EMERGING GROWTH SERIES. Seeks to provide long-term growth of capital.
     Dividend and interest income from portfolio securities, if any, is
     incidental to the Series' investment objective of long-term growth of
     capital.

Massachusetts Financial Services Company, a Delaware corporation, is the
investment adviser to this MFS Series. The principal business address for the
Massachusetts Financial Services Company is 500 Boylston Street, Boston,
Massachusetts 02116.

T. ROWE PRICE INTERNATIONAL SERIES, INC.:

o    INTERNATIONAL STOCK PORTFOLIO. Long-term growth of capital through
     investments primarily in common stocks of established, non-U.S. companies.

Rowe Price-Fleming International, Inc. is the investment manager for this fund.
The principal business address for Rowe Price-Fleming International, Inc. is 100
East Pratt Street, Baltimore, Maryland 21202.

Further information about Fund portfolios can be found in the attached
prospectuses and their statements of additional information for each Fund.

The investment advisers for the Funds charge a daily investment management fee
as compensation for their services. These fees are described in the table under
DEDUCTIONS FROM PORTFOLIOS in the CHARGES AND EXPENSES section, see page 15, and
are more fully described in the prospectus for each Fund.

                                       8

<PAGE>


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 funds. Although neither of the companies that invest in the Funds nor the
Funds currently foresee any such disadvantage, the Board of Directors for each
Fund 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. 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
Funds; or (4) differences between voting instructions given by variable life
insurance and variable annuity contract owners.

Pruco Life may be compensated by an affiliate of each of the Funds (other than
the Prudential Series Fund) based upon an annual percentage of the average
assets held in the Fund by Pruco Life under the Contracts. These percentages
vary by Fund, and reflect administrative and other services provided by Pruco
Life.

A FULL DESCRIPTION OF THE FUNDS, THEIR INVESTMENT OBJECTIVES, MANAGEMENT,
POLICIES, RESTRICTIONS, EXPENSES, INVESTMENT RISKS, AND ALL OTHER ASPECTS OF
THEIR OPERATION IS CONTAINED IN THE ATTACHED PROSPECTUSES FOR EACH FUND AND IN
THE RELATED STATEMENTS OF ADDITIONAL INFORMATION, WHICH SHOULD BE READ IN
CONJUNCTION WITH THIS PROSPECTUS. THERE IS NO ASSURANCE THAT THE INVESTMENT
OBJECTIVES OF THE FUNDS WILL BE MET.

WHICH INVESTMENT OPTION SHOULD BE SELECTED?

Historically, for investments held over relatively long periods, the investment
performance of common stocks has generally been superior to that of short or
long-term debt securities, even though common stocks have been subject to much
more dramatic changes in value over short periods of time. Accordingly,
portfolios such as the Stock Index, Equity Income, Equity, Prudential Jennison,
Global, AIM V.I. Value Fund, American Century VP Value Fund, Janus Growth, MFS
Emerging Growth Series or T. Rowe Price International Stock may be desirable
options if you are willing to accept such volatility in your Contract values.
Each of these equity portfolios involves different policies and investment
risks.

You may prefer the somewhat greater protection against loss of principal (and
reduced chance of high total return) provided by the Diversified Bond Portfolio.
You may want even greater safety of principal and may prefer the Money Market
Portfolio, recognizing that the level of short-term rates may change rather
rapidly. If you are willing to take risks and possibly achieve a higher total
return, you may prefer the High Yield Bond Portfolio, recognizing that the risks
are greater for lower quality bonds with normally higher yields. You may wish to
divide your invested premium among two or more of the portfolios. You may wish
to obtain diversification by relying on Prudential's judgment for an appropriate
asset mix by choosing the Conservative Balanced or Flexible Managed Portfolio.

Your choice should take into account your willingness to accept investment
risks, how your other assets are invested, and what investment results you may
experience in the future. You should consult your Pruco Life representative from
time to time about the choices available to you under the Contract. Pruco Life
recommends AGAINST frequent transfers among the several options. Experience
generally indicates that "market timing" investing, particularly by
non-professional investors, is likely to prove unsuccessful.

                            DETAILED INFORMATION FOR
                           PROSPECTIVE CONTRACT OWNERS

REQUIREMENTS FOR ISSUANCE OF A CONTRACT

Pruco Life offers the Contract on a fully underwritten, a simplified issue, and
a guaranteed issue basis. Fully underwritten Contracts require individualized
evidence of the insured's insurability and rating class; whereas, simplified
issue Contracts are issued with less than full underwriting. Conversely,
guaranteed issue Contracts are issued with minimal underwriting but may only be
issued in certain circumstances on associated individuals, such as employees of
a company who meet criteria established by Pruco Life.

Pruco Life sets minimum face amounts that it offers. The minimum face amount
offered may depend on whether the Contract is issued on a fully underwritten,
simplified issue or guaranteed issue basis. Currently, the minimum face amount
(basic insurance amount plus any Target Term Rider combined) that can be applied
for is $100,000 for all three aforementioned underwriting bases. If the Target
Term Rider is added to the Contract, neither the basic


                                       9

<PAGE>



insurance amount nor the rider coverage amount can be less than $5,000. Pruco
Life may reduce the minimum face amounts of the Contracts it will issue.
Furthermore, the Contract owner may establish a schedule under which the basic
insurance amount increases on designated Contract anniversaries. See INCREASES
IN BASIC INSURANCE AMOUNT, page 22.

Generally, the Contract may be issued on insureds between the ages of 20 and 75
for fully underwritten Contracts and between the ages of 20 and 64 for
simplified and guaranteed issue Contracts. In its discretion, Pruco Life may
issue the Contract on insureds of other ages.

SHORT-TERM CANCELLATION RIGHT OR "FREE-LOOK"

Generally, you may return the Contract for a refund within 10 days after you
receive it. Some states allow a longer period of time during which a Contract
may be returned for a refund. You can request a refund by mailing or delivering
the Contract to the representative who sold it or to the Home Office specified
in the Contract. A Contract returned according to this provision shall be deemed
void from the beginning. You 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 and you exercise your short-term cancellation right,
you will receive a refund of all premium payments made, with no adjustment for
investment experience.

TYPES OF DEATH BENEFIT

You may select from three types of death benefits. Generally, a Contract with a
Type A (fixed) death benefit has a death benefit equal to the basic insurance
amount. This type of death benefit does not vary with the investment performance
of the investment options you selected, except in certain circumstances. See HOW
A TYPE A (FIXED) CONTRACT'S DEATH BENEFIT WILL VARY, page 18. The payment of
additional premiums and favorable investment results of the subaccounts to which
the assets are allocated will generally increase the cash value. See HOW A
CONTRACT'S CASH VALUE WILL VARY, page 17.

A Contract with a Type B (variable) death benefit has a death benefit which will
generally equal the basic insurance amount plus the Contract Fund. Since the
Contract Fund is a part of the death benefit, favorable investment performance
and payment of additional premiums generally result in an increase in the death
benefit as well as in the cash value. Over time, however, the increase in the
cash value will be less than under a Type A (fixed) Contract. This is because,
given two Contracts with the same basic insurance amount and equal Contract
Funds, generally the cost of insurance charge for a Type B (variable) Contract
will be greater. Unfavorable investment performance will result in decreases in
the death benefit and in the cash value. But, as long as the Contract is not in
default, the death benefit may not fall below the basic insurance amount stated
in the Contract. See HOW A CONTRACT'S CASH VALUE WILL VARY, page 17 and HOW A
TYPE B (VARIABLE) CONTRACT'S DEATH BENEFIT WILL VARY, page 19.

A Contract with a Type C (return of premium) death benefit has a death benefit
which will generally equal the basic insurance amount plus the total premiums
paid into the Contract less withdrawals, accumulated at an interest rate
(between 0% and 8%; in 1/2% increments) chosen by the Contract owner to the date
of death. This death benefit allows the Contract owner, in effect, to recover
the cost of the Contract, plus a predetermined rate of return, upon the death of
the insured. Under certain circumstances, it is possible for a Type C Contract's
death benefit to fall below the basic insurance amount. Favorable investment
performance and payment of additional premiums will generally increase the
Contract's cash value. Over time, however, the increase in cash value will be
less than under a Type A (fixed) Contract. See HOW A CONTRACT'S CASH VALUE WILL
VARY, page 17 and HOW A TYPE C (RETURN OF PREMIUM) CONTRACT'S DEATH BENEFIT WILL
VARY, page 20.

In choosing a death benefit type, you should also consider whether you intend to
use the withdrawal feature. Contract owners of Type A (fixed) Contracts should
note that any withdrawal may result in a reduction of the basic insurance
amount. In addition, we will not allow you to make a withdrawal that will
decrease the basic insurance amount below the minimum basic insurance amount.
Furthermore, the sum of the basic insurance amount and the Target Term Rider
must equal or exceed $100,000. See REQUIREMENTS FOR ISSUANCE OF A CONTRACT, page
9. For Type B (variable) and Type C (return of premium) Contracts, withdrawals
will not change the basic insurance amount. See WITHDRAWALS, page 21.

                                       10

<PAGE>



CHANGING THE TYPE OF DEATH BENEFIT

You may change the type of death benefit on or after the first Contract
anniversary and subject to Pruco Life's approval. We will increase or decrease
the basic insurance amount so that the death benefit immediately after the
change matches the death benefit immediately before the change.

If you are changing your Contract's type of death benefit from a Type A (fixed)
to a Type B (variable) death benefit, we will reduce the basic insurance amount
by the amount in your Contract Fund on the date the change takes place.

If you are changing from a Type A (fixed) to a Type C (return of premium) death
benefit, we will change the basic insurance amount by subtracting the total
premiums paid on this Contract minus total withdrawals on the date the change
takes effect.

If you are changing from a Type B (variable) to a Type A (fixed) death benefit,
we will increase the basic insurance amount by the amount in your Contract Fund
on the date the change takes place.

If you are changing from a Type B (variable) to a Type C (return of premium)
death benefit, we first find the difference between (1) the amount in your
Contract Fund and (2) the total premiums paid on this Contract minus total
withdrawals, determined on the date the change takes effect. If (1) is larger
than (2), we will increase the basic insurance amount by that difference. If (2)
is larger than (1), we will reduce the basic insurance amount by that
difference.

If you are changing from a Type C (return of premium) to a Type A (fixed) death
benefit, we will change the basic insurance amount by adding the total premiums
paid minus total withdrawals to this Contract both accumulated with interest at
the rate(s) chosen by the Contract owner on the date the change takes place.

If you are changing from a Type C (return of premium) to a Type B (variable)
death benefit, we first find the difference between (1) the Contract Fund and
(2) the total premiums paid minus total withdrawals to this Contract both
accumulated with interest at the rate(s) chosen by the Contract owner as of the
date the change takes place. If (2) is larger than (1), we will increase the
basic insurance amount by that difference. If (1) is larger than (2), we will
reduce the basic insurance amount by that difference.

The basic insurance amount after a change may not be lower than the minimum
basic insurance amount applicable to the Contract. In addition, the sum of the
basic insurance amount and the Target Term Rider must equal or exceed $100,000.
See REQUIREMENTS FOR ISSUANCE OF A CONTRACT, page 9. We reserve the right to
make an administrative processing charge of up to $25 for any change in the
basic insurance amount, although we do not currently do so. See CHARGES AND
EXPENSES, page 15.

The following chart illustrates the changes in basic insurance amount with each
change of death benefit type described above. The chart assumes a $50,000
Contract Fund and a $300,000 death benefit. For changes to and from a Type C
death benefit, the chart assumes $40,000 in total premiums minus total
withdrawals and the rate chosen to accumulate premiums minus withdrawals is 0%.

- --------------------------------------------------------------------
                       Basic Insurance Amount
- --------------------------------------------------------------------
         FROM                               TO
- ---------------------- ---------------------------------------------
        TYPE A                 TYPE B                 TYPE C
       $300,000               $250,000               $260,000
- ---------------------- ---------------------- ----------------------
- ---------------------- ---------------------- ----------------------
        TYPE B                 TYPE A                 TYPE C
       $250,000               $300,000               $260,000
- ---------------------- ---------------------- ----------------------
- ---------------------- ---------------------- ----------------------
        TYPE C                 TYPE A                 TYPE B
       $260,000               $300,000               $250,000
- ---------------------- ---------------------- ----------------------

                                       11

<PAGE>

To request a change, fill out an application for change which can be obtained
from your Pruco Life representative or a Home Office. If the change is approved,
we will recompute the Contract's charges and appropriate tables and send you new
Contract data pages. We may require you to send us your Contract before making
the change.

RIDERS

Contract owners may be able to obtain extra benefits which may involve an extra
charge. These optional insurance benefits will be described in what is known as
a "rider" to the Contract. Charges applicable to riders will be deducted from
the Contract Fund on each Monthly date.

TARGET TERM RIDER

The Target Term Rider provides a flexible term insurance benefit to attained age
100 on the life of the insured. The Contract owner specifies the amount of term
rider coverage he or she desires. This amount is called the rider coverage
amount and is the maximum death benefit payable under the rider. The sum of the
base Contract's basic insurance amount and the rider coverage amount equals the
target coverage amount. The Rider death benefit fluctuates as the base
Contract's death benefit changes, as described below. See TAX TREATMENT OF
CONTRACT BENEFITS, page 27.

When the Contract Fund has not grown to the point where the base Contract's
death benefit is increased to satisfy the Internal Revenue Code's definition of
life insurance, the rider death benefit equals the rider coverage amount.
However, once the Contract Fund has grown to the point where the base Contract's
death benefit begins to vary as required by the Internal Revenue Code's
definition of life insurance, the rider's death benefit will decrease (or
increase) dollar for dollar as the base Contract's death benefit increases (or
decreases). It is possible for the Contract Fund and, consequently, the base
Contract's death benefit to grow to the point where the rider death benefit is
reduced to zero. As we state above, however, the rider death benefit will never
increase beyond the rider coverage amount. In addition, you may change the rider
coverage amount once each Contract year while the rider is in force.

         $500,000 Basic Insurance Amount and $500,000 Target Term Rider
                              Type A Death Benefit

                       [GRAPHICAL REPRESENTATION OF CHART]

The following factors should be considered when adding a Target Term Rider to
your contract.

     1.   The sales expense charge for a Contract with a Target Term Rider is
          less than that for an all base policy with the same death benefit.
          This is because the sales expense charge is based on the Target
          Premium (referred to as "segment allocation amount" in your Contract)
          of the Contract's basic insurance amount (BIA) only. For example,
          consider two identical $1,000,000 policies; the first with a
          $1,000,000 BIA and the other with a $500,000 BIA and $500,000 of rider
          coverage amount. The sales expense charge for the first policy will be
          based on the Target Premium of a $1,000,000 BIA while the sales
          expense charge for the second policy will be based on the Target
          Premium of a $500,000 BIA only. See CHARGES AND EXPENSES, page 15.

     2.   The current Cost of Insurance (COI) is different for the base policy
          and for the rider coverage amount. Cost of Insurance is determined by
          multiplying the COI rates by the Contract's "net amount of risk". The
          "net amount of risk" is the amount by which the Contract's death
          benefit exceeds the Contract Fund. The COI rates for both the base
          policy and the Target Term Rider will increase annually. However,
          current COI rates for the

                                       12

<PAGE>


          Target Term Rider are less than the current rates for the base policy
          death benefit for the first ten years, but are greater thereafter.

     3.   You may increase or decrease both your basic insurance amount and
          rider coverage amount in later years subject to the underwriting
          requirements determined by Pruco Life. See INCREASES IN BASIS
          INSURANCE AMOUNT, page 22 and DECREASES IN BASIS INSURANCE AMOUNT,
          page 23. Increasing your basic insurance amount in later years
          increases your sales expense charges on any premiums paid after the
          effective date of the increase for that portion of the premium
          allocated to the new coverage segment.

     4.   The amount and timing of premium payments you make under the contract
          will be a factor in determining the relative performance of a Contract
          with and without a Target Term Rider.

     5.   Investment experience will be a factor in determining the relative
          performance of a Contract with and without a Target Term Rider.

The five factors outlined above can have opposite effects on the financial
performance of a Contract, including the amount of the Contract's cash value and
death benefit. It is important that you ask your Pruco Life representative to
see illustrations based on different combinations of all of the above. You can
then discuss with your Pruco Life representative how these combinations may
address your objectives.

PREMIUMS

The Contract is a flexible premium contract. The minimum initial premium is due
on or before the Contract date. It is the premium needed to start the Contract.
There is no insurance under the Contract unless the minimum initial premium is
paid. Thereafter, you decide when to make premium payments and, subject to a $25
minimum, in what amounts. We reserve the right to refuse to accept any payment
that increases the death benefit by more than it increases the Contract Fund.
See HOW A TYPE A (FIXED) CONTRACT'S DEATH BENEFIT WILL VARY, page 18, HOW A TYPE
B (VARIABLE) CONTRACT'S DEATH BENEFIT WILL VARY, page 19 and HOW A TYPE C
(RETURN OF PREMIUM) CONTRACT'S DEATH BENEFIT WILL VARY, page 19. There are
circumstances under which the payment of premiums in amounts that are too large
may cause the Contract to be characterized as a Modified Endowment Contract,
which could be significantly disadvantageous. See TAX TREATMENT OF CONTRACT
BENEFITS, page 27.

We can bill you for the amount you select annually, semi-annually, quarterly or
monthly. Because the Contract is a flexible premium contract, there are no
premium due dates. When you receive a premium notice, you are not required to
pay this amount. The Contract will remain in force if the Contract Fund is
greater than zero and more than any Contract debt. When you apply for the
Contract, you should discuss with your Pruco Life representative how frequently
you would like to be billed (if at all) and for what amount.

ALLOCATION OF PREMIUMS

On the Contract date, we deduct the charge for sales expenses and the charge for
taxes attributable to premiums (in Oregon this is called a premium based
administrative charge) from the initial premium. See CHARGES AND EXPENSES, page
15. Also on the Contract date, the remainder of the initial premium and any
other premium received during the short-term cancellation right ("free-look")
period, will be allocated to the Money Market Subaccount and the first monthly
deductions are made. At the end of the "free-look" period, these funds will be
allocated among the subaccounts according to your desired allocation, as
specified in the application form. See SHORT-TERM CANCELLATION RIGHT OR
"FREE-LOOK", page 10. If the first premium is received before the Contract date,
there will be a period during which the Contract owner's initial premium will
not be invested.

The charge for sales expenses and the charge for taxes attributable to premiums
(in Oregon this is called a premium based administrative charge) also apply to
all subsequent premium payments. The remainder of each subsequent premium
payment will be invested as of the end of the valuation period in which it is
received at a Home Office, in accordance with the allocation you previously
designated. Provided the Contract is not in default, you may change the way in
which subsequent premiums are allocated by giving written notice to a Home
Office or by telephoning a Home Office, provided you are enrolled to use the
Telephone Transfer System. There is no charge for reallocating future premiums.
All percentage allocations must be in whole numbers. For example, 33% can be
selected but 33 1/3% cannot. Of course, the total allocation to all selected
investment options must equal 100%.

                                       13

<PAGE>

TRANSFERS

You may, up to 12 times each Contract year, transfer amounts from one subaccount
to another subaccount without charge. There is an administrative charge of up to
$25 for each transfer made exceeding 12 in any Contract year. All or a portion
of the amount credited to a subaccount may be transferred.

Transfers 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 $5,000 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. You may transfer amounts by proper written notice to a Home Office or
by telephone, provided you are enrolled to use the Telephone Transfer System.
You will automatically be enrolled to use the Telephone Transfer System unless
the Contract is jointly owned or you elect not to have this privilege. Telephone
transfers may not be available on Contracts that are assigned (see ASSIGNMENT,
page 29), depending on the terms of the assignment.

We will use reasonable procedures, such as asking you to provide certain
personal information provided on your application for insurance, to confirm that
instructions given by telephone are genuine. We will not be held liable for
following telephone instructions that we reasonably believe to be genuine. Pruco
Life cannot guarantee that you will be able to get through to complete a
telephone transfer during peak periods such as periods of drastic economic or
market change.

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 investment option or to the disadvantage of other
contract owners. If such a pattern were to be found, we may modify your right to
make transfers by restricting the number, timing and amount of transfers. We
also reserve the right to prohibit transfer requests made by an individual
acting under a power of attorney on behalf of more than one contract owner.

DOLLAR COST AVERAGING

As an administrative practice, we are currently offering a feature called Dollar
Cost Averaging ("DCA"). Under this feature, either fixed dollar amounts or a
percentage of the amount designated for use under the DCA option will be
transferred periodically from the DCA Money Market Subaccount into other
subaccounts available under the Contract. You may choose to have periodic
transfers made monthly, quarterly, semi-annually or annually. DCA transfers will
not begin until the end of the "free-look" period. See SHORT-TERM CANCELLATION
RIGHT OR "FREE-LOOK", page 10.

Each automatic transfer will take effect as of the end of the valuation period
on the date coinciding with the periodic timing you designate provided the New
York Stock Exchange is open on that date. If the New York Stock Exchange is not
open on that date, or if the date does not occur in that particular month, the
transfer will take effect as of the end of the valuation period which
immediately follows that date. Automatic transfers will continue until: (1) $50
or less remains of the amount designated for Dollar Cost Averaging, at which
time the remaining amount will be transferred; or (2) you give us notification
of a change in DCA allocation or cancellation of the feature. Currently, a
transfer that occurs under the DCA feature is not counted towards the 12 free
transfers permitted each Contract year. We reserve the right to change this
practice, modify the requirements or discontinue the feature.

AUTO-REBALANCING

As an administrative practice, we are currently offering a feature called
Auto-Rebalancing. This feature allows you to automatically rebalance subaccount
assets at specified intervals based on percentage allocations that you choose.
For example, suppose your initial investment allocation of subaccounts X and Y
is split 40% and 60%, respectively. Then, due to investment results, that split
changes. You may instruct that those assets be rebalanced to your original or
different allocation percentages. Auto-Rebalancing is not available until the
end of the "free-look" period. See SHORT-TERM CANCELLATION RIGHT OR "FREE-LOOK",
page 10.

Auto-Rebalancing can be performed on a monthly, quarterly, semi-annual or annual
basis. Each rebalance will take effect as of the end of the valuation period on
the date coinciding with the periodic timing you designate provided the New York
Stock Exchange is open on that date. If the New York Stock Exchange is not open
on that date, or if the date does not occur in that particular month, the
transfer will take effect as of the end of the valuation period which


                                       14


<PAGE>



immediately follows that date. Currently, a transfer that occurs under the
Auto-Rebalancing feature is not counted towards the 12 free transfers permitted
each Contract year. We reserve the right to change this practice, modify the
requirements or discontinue the feature.

CHARGES AND EXPENSES

This section provides a more detailed description of each charge that is
described briefly in the chart on page 3.

In several instances we will use 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. If circumstances change, we
reserve the right to increase each current charge, up to the maximum charge,
without giving any advance notice.

DEDUCTIONS FROM PREMIUM PAYMENTS

(a)  We charge up to 7.5% for taxes attributable to premiums (in Oregon this is
     called a premium based administrative charge). For these purposes, "taxes
     attributable to premiums" shall include any federal, state or local income,
     premium, excise, business or any other type of tax (or component thereof)
     measured by or based upon the amount of premium received by Pruco Life.
     That charge is made up of two parts which currently equal a total of 3.75%
     of the premiums received. The first part is a charge for state and local
     premium taxes. The current amount for this first part is 2.5% of the
     premium. Tax rates vary from jurisdiction to jurisdiction and generally
     range from 0.75% to 5%. Pruco Life may collect more for this charge than it
     actually pays for state and local premium taxes. The second part is for
     federal income taxes measured by premiums, and it is currently equal to
     1.25% of premiums. We believe that this charge is a reasonable estimate of
     an increase in its federal income taxes resulting from a 1990 change in the
     Internal Revenue Code. It is intended to recover this increased tax.

(b)  We will deduct a charge for sales expenses. This charge, often called a
     "sales load", is deducted to compensate us for the cost of selling the
     Contracts, including commissions, advertising and the printing and
     distribution of prospectuses and sales literature. A portion of the sales
     load may be returned to you if the Contract is surrendered during the first
     four Contract years. See RETURN OF SALES CHARGES, below.

     The amount used to determine the charge for sales expenses is called the
     Target Premium (referred to as "segment allocation amount" in your
     Contract). Target Premiums vary by the age, sex, smoking status, and rating
     class of the insured and will drop to zero after 10 years. Each coverage
     segment has its own Target Premium. Target Premiums for each coverage
     segment are shown in the Segment Table located in the data pages of your
     Contract.

     For the first ten years of each coverage segment we charge up to 15% of
     premiums received each year up to the Target Premium and up to 2% on any
     excess. In years 11 and later of each coverage segment, we charge up to 2%
     of premiums received. Currently, we charge 13 1/2% of premiums received up
     to the Target Premium and 2% of any excess for the first 10 years of each
     coverage segment. In years 11 and later of each coverage segment, we
     currently charge 2% of premiums received. For information on determining
     the sales expense charge if there are two or more coverage segments in
     effect, see INCREASES IN BASIC INSURANCE AMOUNT, page 22.

     Attempting to structure the timing and amount of premium payments to reduce
     the potential sales load may increase the risk that your Contract will
     lapse without value. In addition, there are circumstances where payment of
     premiums that are too large may cause the Contract to be characterized as a
     Modified Endowment Contract, which could be significantly disadvantageous.
     See TAX TREATMENT OF CONTRACT BENEFITS, page 27.

RETURN OF SALES CHARGES

If the Contract is fully surrendered within the first four Contract years and it
is not in default, Pruco Life will return 50% of any sales charges deducted from
premiums paid within 24 months prior to the date Pruco Life receives the
surrender request at a Home Office.

                                       15

<PAGE>


DEDUCTIONS FROM PORTFOLIOS

We deduct an investment advisory fee daily from each portfolio of the Funds at a
rate, on an annualized basis, ranging from 0.35% for the Series Fund Stock Index
Portfolio to 1.05% for the T. Rowe Price International Stock Portfolio. The
expenses incurred in conducting the investment operations of the portfolios
(such as custodian fees and preparation and distribution of annual reports) are
paid out of the portfolio's income. These expenses also vary from portfolio to
portfolio.

The total expenses of each portfolio for the year ended December 31, 1998,
expressed as a percentage of the average assets during the year, are shown
below:
<TABLE>
<CAPTION>

- -------------------------------------------------------------------------------------------------------
                                              INVESTMENT ADVISORY    OTHER EXPENSES      TOTAL EXPENSES
PORTFOLIO                                             FEE
- -------------------------------------------------------------------------------------------------------
<S>                                                  <C>                  <C>                 <C>
SERIES FUND
  MONEY MARKET                                       0.40%                0.01%               0.41%
  DIVERSIFIED BOND                                   0.40%                0.02%               0.42%
  CONSERVATIVE BALANCED                              0.55%                0.02%               0.57%
  FLEXIBLE MANAGED                                   0.60%                0.01%               0.61%
  HIGH YIELD BOND                                    0.55%                0.03%               0.58%
  STOCK INDEX                                        0.35%                0.02%               0.37%
  EQUITY INCOME                                      0.40%                0.02%               0.42%
  EQUITY                                             0.45%                0.02%               0.47%
  PRUDENTIAL JENNISON                                0.60%                0.03%               0.63%
  GLOBAL                                             0.75%                0.11%               0.86%
AIM VARIABLE INSURANCE FUNDS, INC.
   AIM V.I. VALUE FUND                               0.61%                0.05%               0.66%
AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.
   VP VALUE PORTFOLIO (1)                            1.00%                0.00%               1.00%
JANUS ASPEN SERIES
   GROWTH PORTFOLIO (2)                              0.65%                0.03%               0.68%
MFS VARIABLE INSURANCE TRUST
   EMERGING GROWTH SERIES                            0.75%                0.10%               0.85%
T. ROWE PRICE INTERNATIONAL SERIES, INC.
   INTERNATIONAL STOCK PORTFOLIO (3)                 1.05%                0.00%               1.05%
- ------------------------------------------------------------------------------------ -------------------
</TABLE>

(1)  Fees are all-inclusive.

(2)  The fees and expenses in the table above are based on gross expenses of the
     Portfolio before expense offset arrangements for the fiscal year ended
     December 31, 1998. The information for the Portfolio is net of fee waivers
     or reductions from Janus Capital. Fee reductions for the Portfolio reduce
     the management fee to the level of the corresponding Janus retail fund.
     Other waivers, if applicable, are first applied against the management fee
     and then against other expenses. Without such waivers or reductions, the
     management fee, other expenses and total operating expenses for the
     Portfolio would have been 0.72%, 0.03% and 0.75%, respectively. Janus
     Capital may modify or terminate the waivers or reductions at any time upon
     at least 90 days' notice to the Trustees.

(3)  The investment management fee includes the ordinary expenses of operating
     the Fund.

THE EXPENSES RELATING TO THE FUNDS (OTHER THAN THOSE OF THE SERIES FUND) HAVE
BEEN PROVIDED TO PRUCO LIFE BY THE FUNDS. PRUCO LIFE HAS NOT INDEPENDENTLY
VERIFIED THEM.

DAILY DEDUCTION FROM THE CONTRACT FUND

Each day we deduct a charge from the assets of each of the subaccounts in an
amount equivalent to an effective annual rate of up to 0.50%. Currently, we
intend to charge 0.20%. This charge is intended to compensate Pruco Life for
assuming mortality and expense risks under the Contract. The mortality risk
assumed is that insureds may live for shorter periods of time than Pruco Life
estimated when it determined what mortality charge to make. The expense risk
assumed is that expenses incurred in issuing and administering the Contract will
be greater than Pruco Life estimated in fixing its administrative charges.

                                       16

<PAGE>


MONTHLY DEDUCTIONS FROM THE CONTRACT FUND

Pruco Life deducts the following monthly charges proportionately from the dollar
amounts held in each of the chosen investment option[s].

(a)  An administrative charge based on the basic insurance amount is deducted.
     The charge is intended to compensate us for things like processing claims,
     keeping records and communicating with Contract owners. Currently, the
     charge is equal to $10 per month. Pruco Life reserves the right, however to
     charge up to $10 per Contract plus $0.05 per $1,000 of basic insurance
     amount each month.

     For example, a Contract with a basic insurance amount of $100,000 would
     currently have a charge equal to $10. The maximum charge for this same
     Contract would be $10 plus $5 for a total of $15 per month.

(b)  A cost of insurance ("COI") charge is deducted. When an insured dies, the
     amount payable to the beneficiary (assuming there is no Contract debt) is
     larger than the Contract Fund - significantly larger if the insured dies in
     the early years of a Contract. The cost of insurance charges collected from
     all Contract owners enables Pruco Life to pay this larger death benefit.
     The maximum COI charge is determined by multiplying the "net amount at
     risk" under a Contract (the amount by which the Contract's death benefit
     exceeds the Contract Fund) by maximum COI rates. The maximum COI rates are
     based upon the 1980 Commissioners Standard Ordinary ("CSO") Tables and an
     insured's current attained age, sex (except where unisex rates apply),
     smoker/non-smoker status, and extra rating class, if any. At most ages,
     Pruco Life's current COI rates are lower than the maximum rates. For
     additional information, see INCREASES IN BASIC INSURANCE AMOUNT, page 22.

(c)  You may add a Target Term Rider to the Contract. If you add this rider to
     the basic Contract, additional charges will be deducted.

(d)  If an insured is in a substandard risk classification (for example, a
     person in a hazardous occupation), additional charges will be deducted.

TRANSACTION CHARGES

(a)  We currently charge an administrative processing fee equal to the lesser of
     $25 or 2% of the withdrawal amount in connection with each withdrawal.

(b)  We currently do not charge an administrative processing fee in connection
     with a change in basic insurance amount. We reserve the right to make such
     a charge in an amount of up to $25 for any change in basic insurance
     amount.

(c)  We will charge an administrative processing fee of up to $25 for each
     transfer exceeding 12 in any Contract year.

(d)  We may charge an administrative processing fee of up to $25 for any change
     in the Target Term Rider coverage amount for Contracts with this rider.

HOW A CONTRACT'S SURRENDER VALUE WILL VARY

You may surrender the Contract for its surrender value. The Contract's surrender
value on any date will be the Contract Fund less any Contract debt plus any
return of sales charges. See CONTRACT LOANS, page 24 and RETURN OF SALES
CHARGES, page 15. The Contract Fund value changes daily, reflecting: (1)
increases or decreases in the value of the Fund portfolios in which the assets
of the subaccount[s] have been invested; (2) interest credited on any loan; and
(3) the daily asset charge for mortality and expense risks assessed against the
subaccounts. The Contract Fund value also changes to reflect the receipt of
premium payments and the monthly deductions described under CHARGES AND
EXPENSES, page 15. Upon request, Pruco Life will tell you the surrender value of
your Contract. It is possible for the surrender value of a Contract to decline
to zero because of unfavorable investment performance or outstanding Contract
debt.

The tables on pages T1 through T10 of this prospectus illustrate approximately
what the surrender values would be for representative Contracts, assuming
hypothetical uniform investment results in the Fund portfolios. See
ILLUSTRATIONS OF SURRENDER VALUES, DEATH BENEFITS, AND ACCUMULATED PREMIUMS,
page 24.

                                       17

<PAGE>

HOW A TYPE A (FIXED) CONTRACT'S DEATH BENEFIT WILL VARY

As described earlier, there are three types of death benefit available under the
Contract: (1) Type A, a generally fixed death benefit; (2) Type B, a variable
death benefit and; (3) Type C, a return of premium death benefit. A Type B
(variable) death benefit varies with investment performance while Type A (fixed)
and Type C (return of premium) death benefits do not, unless they must be
increased to comply with the Internal Revenue Code's definition of life
insurance.

Under a Type A (fixed) Contract, the death benefit is generally equal to the
basic insurance amount. If the Contract is kept inforce for several years,
depending on how much premium you pay, and/or if investment performance is
reasonably favorable, the Contract Fund may grow to the point where Pruco Life
will increase the death benefit in order to ensure that the Contract will
satisfy the Internal Revenue Code's definition of life insurance.

The death benefit under a Type A (fixed) Contract will always be the greater of:

          (1)  the basic insurance amount; and

          (2)  the Contract Fund before the deduction of any monthly charges due
               on that date plus any return of sales charges, multiplied by the
               attained age factor that applies.

A listing of attained age factors can be found on the data pages of your
Contract. The second provision ensures that the Contract will always have a
death benefit large enough to be treated as life insurance for tax purposes
under current law. Before the Contract is issued, the Contract owner may choose
between two methods that we use to determine the tax treatment of the Contract.
See TAX TREATMENT OF CONTRACT BENEFITS, page 27, for a discussion of these
methods and the impact of each on the Contract's values, benefits and tax
status.

The following table illustrates at different ages how the attained age factor
affects the death benefit for different Contract Fund amounts. The table assumes
that a $250,000 Type A (fixed) Contract was issued when the insured was a male
nonsmoker, age 35.
<TABLE>
<CAPTION>

                                TYPE A (FIXED) DEATH BENEFIT
- ---------------------------------------------------------------------------------------------------
             IF                                                          THEN
- --------------------------- -----------------------------------------------------------------------
  THE                                             THE CONTRACT FUND
INSURED   AND THE CONTRACT  THE ATTAINED AGE  MULTIPLIED BY THE ATTAINED  AND THE DEATH BENEFIT IS
 IS AGE        FUND IS        FACTOR IS **          AGE FACTOR IS
- -------- ------------------ ---------------- ---------------------------- -------------------------
<S>           <C>                 <C>                  <C>                        <C>
  40          $ 25,000            3.57                  89,250                    $250,000
  40          $ 75,000            3.57                 267,750                    $267,750*
  40          $100,000            3.57                 357,000                    $357,000*
- ---------------------------------------------------------------------------------------------------
  60          $ 75,000            1.92                 144,000                    $250,000
  60          $125,000            1.92                 240,000                    $250,000
  60          $150,000            1.92                 288,000                    $288,000*
- -------- ------------------ ---------------- ---------------------------- -------------------------
  80          $150,000            1.26                 189,000                    $250,000
  80          $200,000            1.26                 252,000                    $252,000*
  80          $225,000            1.26                 283,500                    $283,500*
- ---------------------------------------------------------------------------------------------------
</TABLE>

 * Note that the death benefit has been increased to comply with the Internal
   Revenue Code's definition of life insurance.

** Assumes the Contract Owner selected the Cash Value Accumulation Test.

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

This means, for example, that if the insured has reached the age of 60, and the
Contract Fund is $150,000, the death benefit will be $288,000, even though the
basic insurance amount is $250,000. In this situation, for every $1 increase in
the Contract Fund, the death benefit will be increased by $1.92. We reserve the
right to refuse to accept any premium payment that increases the death benefit
by more than it increases the Contract Fund.

                                       18

<PAGE>

HOW A TYPE B (VARIABLE) CONTRACT'S DEATH BENEFIT WILL VARY

Under a Type B (variable) Contract, while the Contract is inforce, the death
benefit will never be less than the basic insurance amount, but will also vary,
immediately after it is issued, with the investment results of the selected
investment options. The death benefit may be further increased to ensure that
the Contract will satisfy the Internal Revenue Code's definition of life
insurance.

The death benefit under a Type B (variable) Contract will always be the greater
of:

          (1)  the basic insurance amount plus the Contract Fund before the
               deduction of any monthly charges due on that date; and

          (2)  the Contract Fund before the deduction of any monthly charges due
               on that date plus any return of sales charges, multiplied by the
               attained age factor that applies.

For purposes of computing the death benefit, if the Contract Fund is less than
zero we will consider it to be zero. A listing of attained age factors can be
found on the data pages of your Contract. The latter provision ensures that the
Contract will always have a death benefit large enough to be treated as life
insurance for tax purposes under current law. Before the Contract is issued, the
Contract owner may choose between two methods that we use to determine the tax
treatment of the Contract. See TAX TREATMENT OF CONTRACT BENEFITS, page 27, for
a discussion of these methods and the impact of each on the Contract's values,
benefits and tax status.

The following table illustrates various attained age factors and Contract Funds
and the corresponding death benefits. The table assumes a $250,000 Type B
(variable) Contract was issued when the insured was a male nonsmoker, age 35.
<TABLE>
<CAPTION>

                                      TYPE B (VARIABLE) DEATH BENEFIT
- --------------------------------------------------------------------------------------------------------------------------
                     IF                                                          THEN
- -------------------------------------------- -----------------------------------------------------------------------------
                                                                        THE CONTRACT FUND
          THE             AND THE CONTRACT     THE ATTAINED AGE    MULTIPLIED BY THE ATTAINED
    INSURED IS AGE            FUND IS            FACTOR IS**              AGE FACTOR IS         AND THE DEATH BENEFIT IS
- ----------------------- -------------------- --------------------- --------------------------- ---------------------------
<S>                           <C>                    <C>                     <C>                        <C>
          40                  $ 25,000               3.57                     89,250                    $275,000
          40                  $ 75,000               3.57                    267,750                    $325,000
          40                  $100,000               3.57                    357,000                    $357,000*
- ----------------------- -------------------- --------------------- --------------------------- ---------------------------
          60                  $ 75,000               1.92                    144,000                    $325,000
          60                  $125,000               1.92                    240,000                    $375,000
          60                  $150,000               1.92                    288,000                    $400,000
- ----------------------- -------------------- --------------------- --------------------------- ---------------------------
          80                  $150,000               1.26                    189,000                    $400,000
          80                  $200,000               1.26                    252,000                    $450,000
          80                  $225,000               1.26                    283,500                    $475,000
- ----------------------- -------------------- --------------------- --------------------------- ---------------------------
</TABLE>

 * Note that the death benefit has been increased to comply with the Internal
   Revenue Code's definition of life insurance.

** Assumes the Contract Owner selected the Cash Value Accumulation Test.
- --------------------------------------------------------------------------------

This means, for example, that if the insured has reached the age of 40, and the
Contract Fund is $100,000, the death benefit will be $357,000, even though the
basic insurance amount is $250,000. In this situation, for every $1 increase in
the Contract Fund, the death benefit will be increased by $3.57. We reserve the
right to refuse to accept any premium payment that increases the death benefit
by more than it increases the Contract Fund.

                                       19
<PAGE>


HOW A TYPE C (RETURN OF PREMIUM) CONTRACT'S DEATH BENEFIT WILL VARY

Under a Type C (return of premium) Contract, while the Contract is inforce, the
death benefit will be the greater of:

     (1)  the basic insurance amount plus the total premiums paid into the
          Contract less any withdrawals, accumulated at an interest rate
          (between 0% and 8%; in 1/2% increments) chosen by the Contract owner
          to the date of death; and

     (2)  the Contract Fund before the deduction of monthly charges due on that
          date plus any return of sales charges, multiplied by the attained age
          factor that applies.

A listing of attained age factors can be found on the data pages of your
Contract. The latter provision ensures that the Contract will always have a
death benefit large enough so that the Contract will be treated as life
insurance for tax purposes under current law. Before the Contract is issued, the
Contract owner may choose between two methods that we use to determine the tax
treatment of the Contract. See TAX TREATMENT OF CONTRACT BENEFITS, page 27, for
a discussion of these methods and the impact of each on the Contract's values,
benefits and tax status.

Unlike Type A and Type B Contracts, the death benefit of a Type C Contract may
be less than the basic insurance amount in the event total withdrawals plus
interest is greater than total premiums paid plus interest.

The following table illustrates various attained age factors and Contract Funds
and the corresponding death benefits. The table assumes a $250,000 Type C
(return of premium) Contract was issued when the insured was a male nonsmoker,
age 35.
<TABLE>
<CAPTION>

                           TYPE C (RETURN OF PREMIUM) DEATH BENEFIT
 ----------------------------------------------------------- ----------------------------------------------------------------
                          IF                                                                  THEN
 ----------------------------------------------------- ----------------------------------------------------------------------
   THE                       AND THE PREMIUMS PAID LESS                         THE CONTRACT FUND
 INSURED  AND THE CONTRACT     ANY WITHDRAWALS WITH      THE ATTAINED AGE      MULTIPLIED BY THE
  IS AGE       FUND IS            INTEREST EQUALS           FACTOR IS**      ATTAINED AGE FACTOR IS  AND THE DEATH BENEFIT IS
- --------- ------------------ -------------------------- ------------------- ------------------------- ------------------------
<S>           <C>                    <C>                      <C>                   <C>                      <C>
  40          $ 25,000               $ 15,000                 3.57                   89,250                  $265,000
  40          $ 75,000               $ 60,000                 3.57                  267,750                  $310,000
  40          $100,000               $ 80,000                 3.57                  357,000                  $357,000*
- -------- ------------------ -------------------------- ------------------- ------------------------- ------------------------
  60           $75,000               $ 60,000                 1.92                  144,000                  $310,000
  60          $125,000               $100,000                 1.92                  240,000                  $350,000
  60          $150,000               $125,000                 1.92                  288,000                  $375,000
- -------- ------------------ -------------------------- ------------------- ------------------------- ------------------------
  80          $150,000               $125,000                 1.26                  189,000                  $375,000
  80          $200,000               $150,000                 1.26                  252,000                  $400,000
  80          $225,000               $175,000                 1.26                  283,500                  $425,000
- -------- ------------------------------------------- ------------------- ------------------------- --------------------------

</TABLE>

 *  Note that the death benefit has been increased to comply with the Internal
    Revenue Code's definition of life insurance.

**  Assumes the Contract owner selected the Cash Value Accumulation Test.

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

This means, for example, that if the insured has reached the age of 40, and the
premiums paid with interest less any withdrawals equals $80,000, the death
benefit will be $357,000, even though the basic insurance amount is $250,000. In
this situation, for every $1 increase in the Contract Fund, the death benefit
will be increased by $3.57. We reserve the right to refuse to accept any premium
payment that increases the death benefit by more than it increases the Contract
Fund.


                                       20

<PAGE>


SURRENDER OF A CONTRACT

A Contract may be surrendered for its net cash value while the insured is
living. To surrender a Contract, we may require you to deliver or mail the
Contract with a written request in a form that meets Pruco Life's needs, to a
Home Office. The surrender value of a surrendered Contract will be determined as
of the end of the valuation period in which such a request is received in a Home
Office. If the Contract is fully surrendered within the first four Contract
years, you may be entitled to a return of sales charges. See CHARGES AND
EXPENSES, page 15. Surrender of a Contract may have tax consequences.
See TAX TREATMENT OF CONTRACT BENEFITS, page 27.

WITHDRAWALS

Under certain circumstances, you may withdraw a portion of the Contract's net
cash value without surrendering the Contract. The withdrawal amount is limited
by the requirement that the net cash value after the withdrawal may not be zero
or less than zero. The amount withdrawn must be at least $500. There is an
administrative processing fee for each withdrawal which is the lesser of: (a)
$25 and; (b) 2% of the withdrawal amount. An amount withdrawn may not be repaid
except as a premium subject to the applicable charges. Upon request, we will
tell you how much you may withdraw. Withdrawal of the net cash value may have
tax consequences. See TAX TREATMENT OF CONTRACT BENEFITS, page 27.

Generally, whenever a withdrawal is made, the death benefit will be immediately
reduced by at least the amount of the withdrawal. Withdrawals under Type B
(variable) and Type C (return of premium) Contracts, will not change the basic
insurance amount. However, under a Type A (fixed) Contract, the withdrawal may
require a reduction in the basic insurance amount, unless you provide evidence
that the insured is insurable for the increase in net amount at risk. In
addition, no withdrawal will be permitted under a Type A (fixed) Contract if it
would result in a basic insurance amount of less than the minimum basic
insurance amount. Furthermore, the sum of the basic insurance amount and the
Target Term Rider must equal or exceed $100,000. See REQUIREMENTS FOR ISSUANCE
OF A CONTRACT, page 9. It is important to note, however, that if the basic
insurance amount is decreased, there is a possibility that the Contract might be
classified as a Modified Endowment Contract. See TAX TREATMENT OF CONTRACT
BENEFITS, page 27. Before making any withdrawal which causes a decrease in basic
insurance amount, you should consult with your tax adviser and your Pruco Life
representative.

When a withdrawal is made, the Contract Fund is reduced by the sum of the cash
withdrawn and the withdrawal fee. An amount equal to the reduction in the
Contract Fund will be withdrawn proportionally from the investment options
unless you direct otherwise.

Withdrawal of the cash value increases the risk that the Contract Fund may be
insufficient to provide Contract benefits. If such a withdrawal is followed by
unfavorable investment experience, the Contract may go into default.

LAPSE AND REINSTATEMENT

Pruco Life will determine the value of the Contract Fund on each Monthly date.
If the Contract Fund is zero or less, the Contract is in default. If the
Contract debt ever grows to be equal to or more than the Contract Fund, the
Contract will be in default. Should this happen, Pruco Life will send you a
notice of default setting forth the payment which we estimate will keep the
Contract inforce for three months from the date of default. 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 end and have no value. A Contract that
lapses with an outstanding Contract loan may have tax consequences. See TAX
TREATMENT OF CONTRACT BENEFITS, page 27.

A Contract that ended in default may be reinstated within 5 years after the date
of default if the following conditions are met: (1) renewed evidence of
insurability is provided on the insured; (2) submission of certain payments
sufficient to bring the Contract up to date plus a premium that we estimate will
cover all charges and deductions for the next three months; and (3) any Contract
debt with interest to date must be restored or paid back. If the Contract debt
is restored and the debt with interest would exceed the loan value of the
reinstated Contract, the excess must be paid to us before reinstatement. The
reinstatement date will be the Monthly date that coincides with or next follows
the date we approve your request. We will deduct all required charges from your
payment and the balance will be placed into your Contract Fund.

                                       21

<PAGE>


INCREASES IN BASIC INSURANCE AMOUNT

Subject to state approval and subject to the underwriting requirements
determined by Pruco Life, you may increase the amount of insurance by increasing
the basic insurance amount of the Contract. We will allow up to 98 increases
during the life of the Contract. The following conditions must be met: (1) you
must ask for the change in a form that meets Pruco Life's needs; (2) the amount
of the increase must be at least equal to the minimum increase in basic
insurance amount shown under CONTRACT LIMITATIONS in the data pages of the
Contract; (3) you must prove to us that the insured is insurable for any
increase; (4) the Contract must not be in default; and (5) if we ask you to do
so, you must send us the Contract to be endorsed.

If we approve the change, we will send you new Contract data pages showing the
amount and effective date of the change and the recomputed charges, values and
limitations. If the insured is not living on the effective date, the change will
not take effect. No administrative processing charge is currently being made in
connection with an increase in basic insurance amount. We reserve the right to
make such a charge in an amount of up to $25.

Furthermore, you may establish a schedule under which the basic insurance amount
increases on designated Contract anniversaries. The schedule of increases must
meet the following conditions:

     (1)  The amount of each scheduled increase must be at least equal to the
          minimum increase in basic insurance amount shown under CONTRACT
          LIMITATIONS in the data pages of the Contract.

     (2)  The amount of each scheduled increase cannot exceed:

          (a)  20% of the underwritten death benefit (at issue, the underwritten
               death benefit is equal to the face amount on the Contract date)
               for increases scheduled to take place at attained ages up to and
               including 65;

          (b)  10% of the underwritten death benefit for increases scheduled to
               take place at attained ages from 66 up to and including 70.

     (3)  Increases cannot be scheduled to take place after attained age 70.

     (4)  The total face amount including scheduled increases can never exceed 4
          times the underwritten death benefit for fully underwritten Contracts
          or 2 times the underwritten death benefit for Contracts issued on a
          simplified issue or guaranteed issue basis.

These are our current guidelines. We reserve the right to change these
conditions.

For sales load purposes, the Target Premium (referred to as "segment allocation
amount" in your Contract) is calculated separately for each coverage segment.
When premiums are paid, each premium payment is allocated to each coverage
segment based on the proportion of its Target Premium to the total of all Target
Premiums currently in effect. Currently, the sales load charge for each segment
is equal to 13 1/2% of the allocated premium paid in each Contract year up to
the Target Premium and 2% on any excess. See CHARGES AND EXPENSES, page 15.

The COI rates for an increase in basic insurance amount are based upon 1980 CSO
Tables, the age at the increase effective date and the number of years since
then, sex (except where unisex rates apply), smoker/nonsmoker status, and extra
rating class, if any. The net amount at risk for the whole Contract (the death
benefit minus the Contract Fund) is allocated to each basic insurance amount
segment based on the proportion of its basic insurance amount to the total of
all basic insurance amount segments. In addition, the attained age factor for a
Contract with an increase in basic insurance amount is based on the Insured's
attained age for the initial basic insurance amount segment. For a description
of attained age factor, see HOW A TYPE A (FIXED) CONTRACT'S DEATH BENEFIT WILL
VARY, page 18, HOW A TYPE B (VARIABLE) CONTRACT'S DEATH BENEFIT WILL VARY, page
19 and HOW A TYPE C (RETURN OF PREMIUM) CONTRACT'S DEATH BENEFIT WILL VARY, page
20.

Each Contract owner who elects to increase the basic insurance amount of his or
her Contract will receive a "free-look" right which will apply only to the
increase in basic insurance amount, not the entire Contract. This right is
comparable to the right afforded to a purchaser of a new Contract except that,
any cost of insurance charge for the increase in the basic insurance amount will
be returned to the Contract Fund instead of a refund of premium. See SHORT-TERM
CANCELLATION RIGHT OR "FREE-LOOK", page 10. Generally, the "free-look" right
would have to be exercised no later than 10 days after receipt of the Contract
as increased.

                                       22


<PAGE>

An increase in basic insurance amount may cause the Contract to be classified as
a Modified Endowment Contract. See TAX TREATMENT OF CONTRACT BENEFITS, page 27.
Therefore, before increasing the basic insurance amount, you should consult with
your tax adviser and your Pruco Life representative.

DECREASES IN BASIC INSURANCE AMOUNT

As explained earlier, you may make a withdrawal. See WITHDRAWALS, page 21. You
also have the option of decreasing the basic insurance amount of your Contract
without withdrawing any cash value. Contract owners who conclude that, because
of changed circumstances, the amount of insurance is greater than needed will be
able to decrease their amount of insurance protection, and the monthly
deductions for the cost of insurance. The amount of the decrease must be at
least equal to the minimum decrease in basic insurance amount shown under
CONTRACT LIMITATIONS in the data pages of your Contract. In addition, the basic
insurance amount after the decrease must be at least equal to the minimum basic
insurance amount shown under CONTRACT LIMITATIONS in the data pages of your
Contract. No administrative processing charge is currently being made in
connection with a decrease in basic insurance amount. We reserve the right to
make such a charge in an amount of up to $25. See CHARGES AND EXPENSES, page 15.
If we ask you to, you must send us your Contract to be endorsed. The Contract
will be amended to show the new basic insurance amount, charges, values in the
appropriate tables and the effective date of the decrease.

We may decline a reduction if we determine it would cause the Contract to fail
to qualify as "life insurance" for purposes of Section 7702 of the Internal
Revenue Code. See TAX TREATMENT OF CONTRACT BENEFITS, page 27. Furthermore, a
decrease will not take effect if the insured is not living on the effective
date.

It is important to note, however, that if the basic insurance amount is
decreased, there is a possibility that the Contract might be classified as a
Modified Endowment Contract. See TAX TREATMENT OF CONTRACT BENEFITS, page 27.
Before requesting any decrease in basic insurance amount, you should consult
with your tax adviser and your Pruco Life representative.

WHEN PROCEEDS ARE PAID

Pruco Life will generally pay any death benefit, cash value, loan proceeds or
withdrawal within seven days after all the documents required for such a payment
are received at a Home Office. 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.

                                       23


<PAGE>



ILLUSTRATIONS OF SURRENDER VALUES, DEATH BENEFITS, AND ACCUMULATED PREMIUMS

The following tables show how a Contract's death benefit and surrender values
change with the investment experience of the Account. They are "hypothetical"
because they are based, in part, upon several assumptions, which are described
below. All the tables assume the following:

o    a Contract bought by a 45 year old male, select, non-smoker, with no extra
     risks or substandard ratings, issued on a Guaranteed Issue basis.

o    a given premium amount is paid on each Contract anniversary for seven years
     and no loans are taken.

o    the Contract Fund has been invested in equal amounts in each of the 15
     portfolios of the Funds.

The first two tables (pages T1 and T2) assume: (1) a Type A (fixed) Contract has
been purchased, (2) a $1,000,000 basic insurance amount and no riders have been
added to the Contract, and (3) a Cash Value Accumulation Test has been elected
for definition of life insurance testing. See TAX TREATMENT OF CONTRACT
BENEFITS, page 27 and TYPES OF DEATH BENEFIT, page 10. The first table assumes
current charges will continue for the indefinite future while the second table
assumes maximum contractual charges have been made from the beginning. See
CHARGES AND EXPENSES, page 15. The third and fourth tables (pages T3 and T4)
assume: (1) a Type A (fixed) Contract has been purchased, (2) a $5,000 basic
insurance amount and a $995,000 Target Term Rider has been added to the
Contract, and (3) a Cash Value Accumulation Test has been elected for definition
of life insurance testing. See TAX TREATMENT OF CONTRACT BENEFITS, page 27 and
TYPES OF DEATH BENEFIT, page 10. The third table assumes current charges will
continue for the indefinite future while the fourth table assumes maximum
contractual charges have been made from the beginning. See CHARGES AND EXPENSES,
page 15.

The next two tables (pages T5 and T6) assume: (1) a Type A (fixed) Contract has
been purchased, (2) a $1,000,000 basic insurance amount and no riders have been
added to the Contract, and (3) a Guideline Premium Test has been elected for
definition of life insurance testing. See TAX TREATMENT OF CONTRACT BENEFITS,
page 27 and TYPES OF DEATH BENEFIT, page 10. The fifth table assumes current
charges will continue for the indefinite future while the sixth table assumes
maximum contractual charges have been made from the beginning. See CHARGES AND
EXPENSES, page 15.

The tables on pages T7 and T8 assume: (1) a Type B (variable) Contract has been
purchased, (2) a $1,000,000 basic insurance amount and no riders have been added
to the Contract, and (3) a Cash Value Accumulation Test has been elected for
definition of life insurance testing. See TAX TREATMENT OF CONTRACT BENEFITS,
page 27 and TYPES OF DEATH BENEFIT, page 10. The table on page T7 assumes
current charges will continue for the indefinite future while the table on page
T8 assumes maximum contractual charges have been made from the beginning. See
CHARGES AND EXPENSES, page 15.

The last two tables (pages T9 and T10) assume: (1) a Type C (return of premium)
Contract has been purchased with premiums accumulating at 6%, (2) a $1,000,000
basic insurance amount and no riders have been added to the Contract, and (3) a
Cash Value Accumulation Test has been elected for definition of life insurance
testing. See TAX TREATMENT OF CONTRACT BENEFITS, page 27 and TYPES OF DEATH
BENEFIT, page 10. The table on page T9 assumes current charges will continue for
the indefinite future while the table on page T10 assumes maximum contractual
charges have been made from the beginning. See CHARGES AND EXPENSES, page 15.

Finally, there are four assumptions, shown separately, about the average
investment performance of the portfolios. The first is that there will be a
uniform 0% gross rate of return with the average value of the Contract Fund
uniformly adversely affected by very unfavorable investment performance. The
other three assumptions are that investment performance will be at a uniform
gross annual rate of 4%, 8% and 12%. Actual returns will fluctuate from year to
year. In addition, death benefits and surrender values would be different from
those shown if investment returns averaged 0%, 4%, 8% and 12% but fluctuated
from those averages throughout the years. Nevertheless, these assumptions help
show how the Contract values will change with investment experience.

                                       24


<PAGE>


The first column in the following 10 tables (pages T1 through T10) shows the
Contract year. The second column, to provide context, shows what the aggregate
amount would be if the premiums had been invested to earn interest, after taxes,
at 4% compounded annually. The next four columns show the death benefit payable
in each of the years shown for the four different assumed investment returns.
The last four columns show the surrender value payable in each of the years
shown for the four different assumed investment returns.

A gross return (as well as the net return) is shown at the top of each column.
The gross return represents the combined effect of investment income and capital
gains and losses, realized or unrealized, of the portfolios before any reduction
is made for investment advisory fees or other Fund expenses. The net return
reflects average total annual expenses of the 15 portfolios of 0.64%, and the
daily deduction from the Contract Fund of 0.20% per year for the tables based on
current charges and 0.5% per year for the tables based on maximum charges. Thus,
assuming current charges, gross returns of 0%, 4%, 8% and 12% are the equivalent
of net returns of -0.84%, 3.16%, 7.16% and 11.16%, respectively. Assuming
maximum charges, gross returns of 0%, 4%, 8% and 12% are the equivalent of net
returns of -1.14%, 2.86%, 6.86% and 10.86%, respectively. The actual fees and
expenses of the portfolios associated with a particular Contract may be more or
less than 0.64% and will depend on which subaccounts are selected. The death
benefits and surrender values shown reflect the deduction of all expenses and
charges both from the Funds and under the Contract.

The Contract allows you to invest your net premium dollars in a variety of
professionally managed funds. Fluctuating investment returns in these funds,
together with the actual pattern of your premium payments, our Contract charges,
and any loans and withdrawals you may make will generate different Contract
values than those illustrated, even if the averages of the investment rates of
return over the years were to match those illustrated. Because of this, we
strongly recommend periodic Contract reviews with your Pruco Life
representative. Reviews are an excellent way to monitor the performance of the
policy against your expectations and to identify adjustments that may be
necessary.

If you are considering the purchase of a variable life insurance contract from
another insurance company, you should not rely upon these tables for comparison
purposes. A comparison between two tables, each showing values for a 45 year old
man, may be useful for a 45 year old man but would be inaccurate if made for
insureds of other ages or sex. Your Pruco Life representative can provide you
with a hypothetical illustration for your own age, sex, and rating class.

                                       25

<PAGE>
<TABLE>
<CAPTION>

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

                                            PRUSELECT III VARIABLE LIFE INSURANCE CONTRACT
                                                     CASH VALUE ACCUMULATION TEST
                                                     TYPE A (FIXED) DEATH BENEFIT
                                         MALE GUARANTEED ISSUE SELECT PREFERRED ISSUE AGE 45
                                                  $1,000,000 BASIC INSURANCE AMOUNT
                                      ASSUME PAYMENT OF $54,730 ANNUAL PREMIUMS FOR SEVEN YEARS
                                                        USING CURRENT CHARGES

                                              Death Benefit (1)                                 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         (-0.84% Net)     (5.16% Net)    (11.16% Net)       (-0.84% Net)     (5.16% Net)    (11.16% Net)
 ----------  --------------     --------------  --------------  --------------     --------------  --------------  --------------
<S>            <C>                <C>             <C>            <C>                  <C>            <C>            <C>
     1         $   56,919         $1,000,000      $1,000,000     $ 1,000,000          $ 48,483       $   51,197     $    53,910
     2         $  116,115         $1,000,000      $1,000,000     $ 1,000,000          $ 95,154       $  103,370     $   111,914
     3         $  177,679         $1,000,000      $1,000,000     $ 1,000,000          $137,682       $  154,274     $   172,219
     4         $  241,705         $1,000,000      $1,000,000     $ 1,000,000          $179,763       $  207,734     $   239,208
     5         $  308,293         $1,000,000      $1,000,000     $ 1,000,000          $214,014       $  256,507     $   306,267
     6         $  377,544         $1,000,000      $1,000,000     $ 1,003,751          $255,225       $  315,532     $   389,051
     7         $  449,565         $1,000,000      $1,000,000     $ 1,201,896          $296,007       $  377,585     $   480,759
     8         $  467,547         $1,000,000      $1,000,000     $ 1,292,874          $291,337       $  395,092     $   532,047
     9         $  486,249         $1,000,000      $1,000,000     $ 1,383,477          $286,474       $  413,367     $   588,713
    10         $  505,699         $1,000,000      $1,000,000     $ 1,484,991          $281,409       $  432,459     $   651,312
    15         $  615,260         $1,000,000      $1,071,214     $ 2,130,891          $251,845       $  541,017     $ 1,076,207
20 (Age 65)    $  748,558         $1,000,000      $1,164,409     $ 3,058,594          $210,928       $  673,069     $ 1,767,973
    25         $  910,735         $1,000,000      $1,286,999     $ 4,463,920          $156,236       $  835,714     $ 2,898,649
    30         $1,108,049         $1,000,000      $1,434,385     $ 6,569,066          $ 68,741       $1,031,932     $ 4,725,947
    35         $1,348,111         $        0(2)   $1,615,068     $ 9,765,705          $      0(2)    $1,261,772     $ 7,629,457
    40         $1,640,183         $        0      $1,835,817     $14,655,228          $      0       $1,529,847     $12,212,690
    45         $1,995,533         $        0      $2,096,742     $22,097,161          $      0       $1,839,247     $19,383,474

</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 33, unless an additional premium payment was made.

The hypothetical investment rates of return shown above and elsewhere in this
prospectus are illustrative only and should not be deemed a representation of
past or future investment rates of return. Actual rates of return may be more or
less than those shown and will depend on a number of factors including the
investment allocations made by an owner, prevailing interest rates, and rates of
inflation. The death benefit and cash surrender value for a contract would be
different from those shown if the actual rates of return averaged 0%, 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>

<TABLE>
<CAPTION>

                                            PRUSELECT III VARIABLE LIFE INSURANCE CONTRACT
                                                     CASH VALUE ACCUMULATION TEST
                                                     TYPE A (FIXED) DEATH BENEFIT
                                         MALE GUARANTEED ISSUE SELECT PREFERRED ISSUE AGE 45
                                                  $1,000,000 BASIC INSURANCE AMOUNT
                                      ASSUME PAYMENT OF $54,730 ANNUAL PREMIUMS FOR SEVEN YEARS
                                                  USING MAXIMUM CONTRACTUAL CHARGES


                                              Death Benefit (1)                                 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         (-1.14% Net)     (4.86% Net)    (10.86% Net)       (-1.14% Net)     (4.86% Net)    (10.86% Net)
 ----------  --------------     --------------  --------------  --------------     --------------  --------------  --------------
<S>            <C>                <C>             <C>            <C>                  <C>             <C>            <C>
     1         $   56,919         $1,000,000      $1,000,000     $ 1,000,000          $ 42,042        $ 44,461       $   46,882
     2         $  116,115         $1,000,000      $1,000,000     $ 1,000,000          $ 83,525        $ 90,767       $   98,305
     3         $  177,679         $1,000,000      $1,000,000     $ 1,000,000          $120,352        $134,915       $  150,684
     4         $  241,705         $1,000,000      $1,000,000     $ 1,000,000          $156,629        $181,116       $  208,704
     5         $  308,293         $1,000,000      $1,000,000     $ 1,000,000          $184,149        $221,277       $  264,812
     6         $  377,544         $1,000,000      $1,000,000     $ 1,000,000          $219,323        $271,929       $  336,158
     7         $  449,565         $1,000,000      $1,000,000     $ 1,038,310          $253,928        $324,989       $  415,324
     8         $  467,547         $1,000,000      $1,000,000     $ 1,107,268          $245,762        $335,843       $  455,666
     9         $  486,249         $1,000,000      $1,000,000     $ 1,174,597          $237,173        $346,876       $  499,829
    10         $  505,699         $1,000,000      $1,000,000     $ 1,249,718          $228,098        $358,065       $  548,122
    15         $  615,260         $1,000,000      $1,000,000     $ 1,712,552          $172,942        $415,573       $  864,925
20 (Age 65)    $  748,558         $1,000,000      $1,000,000     $ 2,336,628          $ 90,452        $471,897       $1,350,652
    25         $  910,735         $        0(2)   $1,000,000     $ 3,201,319          $      0(2)     $517,437       $2,078,778
    30         $1,108,049         $        0      $1,000,000     $ 4,379,173          $      0        $532,776       $3,150,484
    35         $1,348,111         $        0      $1,000,000     $ 5,997,667          $      0        $465,369       $4,685,677
    40         $1,640,183         $        0      $1,000,000     $ 8,248,146          $      0        $148,192       $6,873,455
    45         $1,995,533         $        0      $        0(2)  $11,378,593          $      0        $      0(2)    $9,981,222

</TABLE>

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

(1)  Assumes no Contract loan has been made.

(2)  Based on a gross return of 6%, the Contract would go into default in policy
     year 42, unless an additional premium payment was made. Based on a gross
     return of 0%, the Contract would go into default in policy year 24, unless
     an additional premium payment was made.

The hypothetical investment rates of return shown above and elsewhere in this
prospectus are illustrative only and should not be deemed a representation of
past or future investment rates of return. Actual rates of return may be more or
less than those shown and will depend on a number of factors including the
investment allocations made by an owner, prevailing interest rates, and rates of
inflation. The death benefit and cash surrender value for a contract would be
different from those shown if the actual rates of return averaged 0%, 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>

<TABLE>
<CAPTION>

                                            PRUSELECT III VARIABLE LIFE INSURANCE CONTRACT
                                                     CASH VALUE ACCUMULATION TEST
                                                     TYPE A (FIXED) DEATH BENEFIT
                                         MALE GUARANTEED ISSUE SELECT PREFERRED ISSUE AGE 45
                   $1,000,000 TARGET COVERAGE AMOUNT($5,000 BASIC INSURANCE AMOUNT, $995,000 TARGET TERM RIDER)
                                      ASSUME PAYMENT OF $54,730 ANNUAL PREMIUMS FOR SEVEN YEARS
                                                        USING CURRENT CHARGES

                                              Death Benefit (1)                                 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         (-0.84% Net)     (5.16% Net)    (11.16% Net)       (-0.84% Net)     (5.16% Net)    (11.16% Net)
 ----------  --------------     --------------  --------------  --------------     --------------  --------------  --------------
<S>            <C>                <C>             <C>            <C>                  <C>            <C>            <C>
     1         $   56,919         $1,000,000      $1,000,000     $ 1,000,000          $ 51,562       $   54,651     $    57,741
     2         $  116,115         $1,000,000      $1,000,000     $ 1,000,000          $101,390       $  110,752     $   120,486
     3         $  177,679         $1,000,000      $1,000,000     $ 1,000,000          $150,157       $  169,080     $   189,544
     4         $  241,705         $1,000,000      $1,000,000     $ 1,000,000          $198,425       $  230,345     $   266,254
     5         $  308,293         $1,000,000      $1,000,000     $ 1,000,000          $245,081       $  293,589     $   350,377
     6         $  377,544         $1,000,000      $1,000,000     $ 1,147,997          $292,387       $  361,246     $   444,960
     7         $  449,565         $1,000,000      $1,080,607     $ 1,373,982          $339,222       $  432,243     $   549,593
     8         $  467,547         $1,000,000      $1,099,624     $ 1,478,030          $334,368       $  452,520     $   608,243
     9         $  486,249         $1,000,000      $1,113,122     $ 1,581,651          $329,354       $  473,669     $   673,043
    10         $  505,699         $1,000,000      $1,130,248     $ 1,697,748          $324,170       $  495,723     $   744,626
    15         $  615,260         $1,000,000      $1,228,472     $ 2,436,409          $291,699       $  620,440     $ 1,230,509
20 (Age 65)    $  748,558         $1,000,000      $1,335,518     $ 3,497,315          $245,586       $  771,976     $ 2,021,569
    25         $  910,735         $1,000,000      $1,476,275     $ 5,104,392          $182,058       $  958,620     $ 3,314,540
    30         $1,108,049         $1,000,000      $1,645,473     $ 7,511,734          $ 76,656       $1,183,794     $ 5,404,125
    35         $1,348,111         $        0(2)   $1,852,871     $11,167,235          $      0(2)    $1,447,556     $ 8,724,403
    40         $1,640,183         $        0      $2,106,240     $16,758,614          $      0       $1,755,200     $13,965,511
    45         $1,995,533         $        0      $2,405,711     $25,268,771          $      0       $2,110,273     $22,165,589

</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 33, unless an additional premium payment was made.

The hypothetical investment rates of return shown above and elsewhere in this
prospectus are illustrative only and should not be deemed a representation of
past or future investment rates of return. Actual rates of return may be more or
less than those shown and will depend on a number of factors including the
investment allocations made by an owner, prevailing interest rates, and rates of
inflation. The death benefit and cash surrender value for a contract would be
different from those shown if the actual rates of return averaged 0%, 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>
<TABLE>
<CAPTION>

                                            PRUSELECT III VARIABLE LIFE INSURANCE CONTRACT
                                                     CASH VALUE ACCUMULATION TEST
                                                     TYPE A (FIXED) DEATH BENEFIT
                                         MALE GUARANTEED ISSUE SELECT PREFERRED ISSUE AGE 45
                   $1,000,000 TARGET COVERAGE AMOUNT($5,000 BASIC INSURANCE AMOUNT, $995,000 TARGET TERM RIDER)
                                      ASSUME PAYMENT OF $54,730 ANNUAL PREMIUMS FOR SEVEN YEARS
                                                  USING MAXIMUM CONTRACTUAL CHARGES


                                              Death Benefit (1)                                 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         (-1.14% Net)     (4.86% Net)    (10.86% Net)       (-1.14% Net)     (4.86% Net)    (10.86% Net)
 ----------  --------------     --------------  --------------  --------------     --------------  --------------  --------------
<S>            <C>                <C>             <C>            <C>                  <C>             <C>            <C>
     1         $   56,919         $1,000,000      $1,000,000     $ 1,000,000          $ 45,525        $   48,371     $    51,218
     2         $  116,115         $1,000,000      $1,000,000     $ 1,000,000          $ 90,440        $   98,979     $   107,866
     3         $  177,679         $1,000,000      $1,000,000     $ 1,000,000          $134,190        $  151,389     $   170,007
     4         $  241,705         $1,000,000      $1,000,000     $ 1,000,000          $177,348        $  206,299     $   238,905
     5         $  308,293         $1,000,000      $1,000,000     $ 1,000,000          $218,793        $  262,725     $   314,222
     6         $  377,544         $1,000,000      $1,000,000     $ 1,029,644          $260,782        $  323,077     $   399,087
     7         $  449,565         $1,000,000      $1,000,000     $ 1,231,001          $302,183        $  386,390     $   492,400
     8         $  467,547         $1,000,000      $1,000,000     $ 1,313,097          $293,761        $  400,624     $   540,369
     9         $  486,249         $1,000,000      $1,000,000     $ 1,393,272          $284,947        $  415,266     $   592,882
    10         $  505,699         $1,000,000      $1,000,000     $ 1,482,698          $275,681        $  430,316     $   650,306
    15         $  615,260         $1,000,000      $1,013,492     $ 2,033,504          $220,190        $  511,864     $ 1,027,022
20 (Age 65)    $  748,558         $1,000,000      $1,043,508     $ 2,776,008          $138,897        $  603,184     $ 1,604,629
    25         $  910,735         $1,000,000      $1,078,803     $ 3,804,597          $  4,483        $  700,522     $ 2,470,517
    30         $1,108,049         $        0(2)   $1,113,542     $ 5,205,578          $      0(2)     $  801,109     $ 3,745,020
    35         $1,348,111         $        0      $1,150,897     $ 7,130,562          $      0        $  899,138     $ 5,570,752
    40         $1,640,183         $        0      $1,194,559     $ 9,807,119          $      0        $  995,465     $ 8,172,599
    45         $1,995,533         $        0      $1,243,945     $13,530,182          $      0        $1,091,180     $11,868,581

</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>
<TABLE>
<CAPTION>

                                            PRUSELECT III VARIABLE LIFE INSURANCE CONTRACT
                                                        GUIDELINE PREMIUM TEST
                                                     TYPE A (FIXED) DEATH BENEFIT
                                         MALE GUARANTEED ISSUE SELECT PREFERRED ISSUE AGE 45
                                                  $1,000,000 BASIC INSURANCE AMOUNT
                                    ASSUME PAYMENT OF $54,730 ANNUAL PREMIUMS FOR SEVEN YEARS (3)
                                                        USING CURRENT CHARGES

                                              Death Benefit (1)                                 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(3)       (-0.84% Net)     (5.16% Net)    (11.16% Net)       (-0.84% Net)     (5.16% Net)    (11.16% Net)
 ----------  --------------     --------------  --------------  --------------     --------------  --------------  --------------
<S>            <C>                <C>             <C>            <C>                  <C>            <C>            <C>
     1         $   56,919         $1,000,000      $1,000,000     $ 1,000,000          $ 48,483       $ 51,197       $    53,910
     2         $  116,115         $1,000,000      $1,000,000     $ 1,000,000          $ 95,154       $103,370       $   111,914
     3         $  177,679         $1,000,000      $1,000,000     $ 1,000,000          $137,682       $154,274       $   172,219
     4         $  241,705         $1,000,000      $1,000,000     $ 1,000,000          $179,763       $207,734       $   239,208
     5         $  255,646         $1,000,000      $1,000,000     $ 1,000,000          $172,385       $212,359       $   259,601
     6         $  265,872         $1,000,000      $1,000,000     $ 1,000,000          $168,828       $221,252       $   286,585
     7         $  276,507         $1,000,000      $1,000,000     $ 1,000,000          $165,077       $230,421       $   316,462
     8         $  287,567         $1,000,000      $1,000,000     $ 1,000,000          $161,123       $239,877       $   349,572
     9         $  299,070         $1,000,000      $1,000,000     $ 1,000,000          $156,932       $249,610       $   386,277
    10         $  311,032         $1,000,000      $1,000,000     $ 1,000,000          $152,495       $259,634       $   427,011
    15         $  378,419         $1,000,000      $1,000,000     $ 1,000,000          $125,225       $313,804       $   709,979
20 (Age 65)    $  460,404         $1,000,000      $1,000,000     $ 1,454,011          $ 84,602       $373,512       $ 1,191,812
    25         $  560,152         $1,000,000      $1,000,000     $ 2,322,243          $ 28,029       $441,561       $ 2,001,933
    30         $  681,510         $        0(2)   $1,000,000     $ 3,600,556          $      0(2)    $513,012       $ 3,365,005
    35         $  829,162         $        0      $1,000,000     $ 5,951,349          $      0       $577,792       $ 5,667,951
    40         $1,008,802         $        0      $1,000,000     $ 9,976,365          $      0       $625,256       $ 9,501,300
    45         $1,227,362         $        0      $1,000,000(2)  $16,592,333          $      0       $624,317(2)    $15,802,222

</TABLE>

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

(1)  Assumes no Contract loan has been made.

(2)  Based on a gross return of 6%, the Contract would go into default in policy
     year 54, unless an additional premium payment was made. Based on a gross
     return of 0%, the Contract would go into default in policy year 27, unless
     an additional premium payment was made.

(3)  The Guideline Premium Test limits the premium payable in policy year 5 to
     $4,108.12, and zero in years 6 and 7.

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>

<TABLE>
<CAPTION>

                                            PRUSELECT III VARIABLE LIFE INSURANCE CONTRACT
                                                        GUIDELINE PREMIUM TEST
                                                     TYPE A (FIXED) DEATH BENEFIT
                                         MALE GUARANTEED ISSUE SELECT PREFERRED ISSUE AGE 45
                                                  $1,000,000 BASIC INSURANCE AMOUNT
                                    ASSUME PAYMENT OF $54,730 ANNUAL PREMIUMS FOR SEVEN YEARS (3)
                                                  USING MAXIMUM CONTRACTUAL CHARGES


                                              Death Benefit (1)                                 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(3)       (-1.14% Net)     (4.86% Net)    (10.86% Net)       (-1.14% Net)     (4.86% Net)    (10.86% Net)
 ----------  --------------     --------------  --------------  --------------     --------------  --------------  --------------
<S>            <C>                <C>             <C>             <C>                 <C>             <C>            <C>
     1         $   56,919         $1,000,000      $1,000,000      $1,000,000          $ 42,042        $ 44,461       $  46,882
     2         $  116,115         $1,000,000      $1,000,000      $1,000,000          $ 83,525        $ 90,767       $  98,305
     3         $  177,679         $1,000,000      $1,000,000      $1,000,000          $120,352        $134,915       $  150,684
     4         $  241,705         $1,000,000      $1,000,000      $1,000,000          $156,629        $181,116       $  208,704
     5         $  255,646         $1,000,000      $1,000,000      $1,000,000          $145,181        $179,943       $  221,114
     6         $  265,872         $1,000,000      $1,000,000      $1,000,000          $138,453        $183,659       $  240,201
     7         $  276,507         $1,000,000      $1,000,000      $1,000,000          $131,364        $187,182       $  261,097
     8         $  287,567         $1,000,000      $1,000,000      $1,000,000          $123,849        $190,449       $  283,978
     9         $  299,070         $1,000,000      $1,000,000      $1,000,000          $115,832        $193,381       $  309,037
    10         $  311,032         $1,000,000      $1,000,000      $1,000,000          $107,244        $195,908       $  336,512
    15         $  378,419         $1,000,000      $1,000,000      $1,000,000          $ 52,947        $199,407       $  521,353
20 (Age 65)    $  460,404         $        0(2)   $1,000,000      $1,015,673          $      0(2)     $174,339       $  832,518
    25         $  560,152         $        0      $1,000,000      $1,573,520          $      0        $ 84,903       $1,356,482
    30         $  681,510         $        0      $        0(2)   $2,369,493          $      0        $      0(2)    $2,214,480
    35         $  829,162         $        0      $        0      $3,820,857          $      0        $      0       $3,638,912
    40         $1,008,802         $        0      $        0      $6,218,175          $      0        $      0       $5,922,071
    45         $1,227,362         $        0      $        0      $9,971,753          $      0        $      0       $9,496,907

</TABLE>

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

(1)  Assumes no Contract loan has been made.

(2)  Based on a gross return of 6%, the Contract would go into default in policy
     year 28, unless an additional premium payment was made. Based on a gross
     return of 0%, the Contract would go into default in policy year 19, unless
     an additional premium payment was made.

(3)  The Guideline Premium Test limits the premium payable in policy year 5 to
     $4,108.12, and zero in years 6 and 7.

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>
<TABLE>
<CAPTION>

                                            PRUSELECT III VARIABLE LIFE INSURANCE CONTRACT
                                                     CASH VALUE ACCUMULATION TEST
                                                    TYPE B (VARIABLE) DEATH BENEFIT
                                         MALE GUARANTEED ISSUE SELECT PREFERRED ISSUE AGE 45
                                                  $1,000,000 BASIC INSURANCE AMOUNT
                                      ASSUME PAYMENT OF $54,730 ANNUAL PREMIUMS FOR SEVEN YEARS
                                                        USING CURRENT CHARGES

                                              Death Benefit (1)                                 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         (-0.84% Net)     (5.16% Net)    (11.16% Net)       (-0.84% Net)     (5.16% Net)    (11.16% Net)
 ----------  --------------     --------------  --------------  --------------     --------------  --------------  --------------
<S>            <C>                <C>             <C>            <C>                  <C>            <C>            <C>
     1         $   56,919         $1,044,789      $1,047,503     $ 1,050,216          $ 48,483       $ 51,197       $    53,910
     2         $  116,115         $1,087,625      $1,095,828     $ 1,104,358          $ 95,014       $103,217       $   111,747
     3         $  177,679         $1,129,923      $1,146,463     $ 1,164,352          $137,311       $153,852       $   171,741
     4         $  241,705         $1,171,667      $1,199,507     $ 1,230,831          $179,056       $206,895       $   238,220
     5         $  308,293         $1,212,843      $1,255,062     $ 1,304,498          $212,843       $255,062       $   304,498
     6         $  377,544         $1,253,445      $1,313,250     $ 1,386,144          $253,445       $313,250       $   386,144
     7         $  449,565         $1,293,449      $1,374,174     $ 1,476,627          $293,449       $374,174       $   476,627
     8         $  467,547         $1,287,940      $1,390,340     $ 1,526,582          $287,940       $390,340       $   526,582
     9         $  486,249         $1,282,170      $1,407,023     $ 1,581,785          $282,170       $407,023       $   581,785
    10         $  505,699         $1,276,132      $1,424,240     $ 1,642,812          $276,132       $424,240       $   642,812
    15         $  615,260         $1,240,481      $1,517,697     $ 2,096,714          $240,481       $517,697       $ 1,058,946
20 (Age 65)    $  748,558         $1,191,025      $1,620,344     $ 3,009,434          $191,025       $620,344       $ 1,739,557
    25         $  910,735         $1,126,927      $1,732,923     $ 4,392,153          $126,927       $732,923       $ 2,852,048
    30         $1,108,049         $1,030,374      $1,837,937     $ 6,463,437          $ 30,374       $837,937       $ 4,649,955
    35         $1,348,111         $        0(2)   $1,897,334     $ 9,608,659          $      0(2)    $897,334       $ 7,506,764
    40         $1,640,183         $        0      $1,856,842     $14,419,537          $      0       $856,842       $12,016,281
    45         $1,995,533         $        0      $1,614,159(2)  $21,741,771          $      0       $614,159(2)    $19,071,729

</TABLE>

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

(1)  Assumes no Contract loan has been made.

(2)  Based on a gross return of 6%, the Contract would go into default in policy
     year 51, unless an additional premium payment was made. Based on a gross
     return of 0%, the Contract would go into default in policy year 32, 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>
<TABLE>
<CAPTION>

                                            PRUSELECT III VARIABLE LIFE INSURANCE CONTRACT
                                                     CASH VALUE ACCUMULATION TEST
                                                    TYPE B (VARIABLE) DEATH BENEFIT
                                         MALE GUARANTEED ISSUE SELECT PREFERRED ISSUE AGE 45
                                                  $1,000,000 BASIC INSURANCE AMOUNT
                                      ASSUME PAYMENT OF $54,730 ANNUAL PREMIUMS FOR SEVEN YEARS
                                                  USING MAXIMUM CONTRACTUAL CHARGES

                                              Death Benefit (1)                                 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         (-1.14% Net)     (4.86% Net)    (10.86% Net)       (-1.14% Net)     (4.86% Net)    (10.86% Net)
 ----------  --------------     --------------  --------------  --------------     --------------  --------------  --------------
<S>            <C>                <C>             <C>            <C>                  <C>             <C>            <C>
     1         $   56,919         $1,037,800      $1,040,210     $ 1,042,623          $ 41,904        $ 44,315       $   46,728
     2         $  116,115         $1,074,892      $1,082,089     $ 1,089,580          $ 83,101        $ 90,298       $   97,790
     3         $  177,679         $1,111,264      $1,125,697     $ 1,141,322          $119,473        $133,906       $  149,531
     4         $  241,705         $1,146,895      $1,171,087     $ 1,198,335          $155,105        $179,297       $  206,545
     5         $  308,293         $1,181,765      $1,218,316     $ 1,261,162          $181,765        $218,316       $  261,162
     6         $  377,544         $1,215,831      $1,267,422     $ 1,330,381          $215,831        $267,422       $  330,381
     7         $  449,565         $1,249,045      $1,318,436     $ 1,406,623          $249,045        $318,436       $  406,623
     8         $  467,547         $1,239,413      $1,326,899     $ 1,443,555          $239,413        $326,899       $  443,555
     9         $  486,249         $1,229,277      $1,335,141     $ 1,483,847          $229,277        $335,141       $  483,847
    10         $  505,699         $1,218,574      $1,343,079     $ 1,527,788          $218,574        $343,079       $  527,788
    15         $  615,260         $1,154,197      $1,374,853     $ 1,814,671          $154,197        $374,853       $  814,671
20 (Age 65)    $  748,558         $1,062,224      $1,379,373     $ 2,254,175          $ 62,224        $379,373       $1,254,175
    25         $  910,735         $        0(2)   $1,324,163     $ 2,957,206          $      0(2)     $324,163       $1,920,263
    30         $1,108,049         $        0      $1,153,072     $ 4,043,686          $      0        $153,072       $2,909,127
    35         $1,348,111         $        0      $        0(2)  $ 5,537,753          $      0        $      0(2)    $4,326,370
    40         $1,640,183         $        0      $        0     $ 7,615,256          $      0        $      0       $6,346,047
    45         $1,995,533         $        0      $        0     $10,505,118          $      0        $      0       $9,215,016
</TABLE>

- ----------

(1)  Assumes no Contract loan has been made.

(2)  Based on a gross return of 6%, the Contract would go into default in policy
     year 33, unless an additional premium payment was made. Based on a gross
     return of 0%, the Contract would go into default in policy year 23, 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>
<TABLE>
<CAPTION>

                                            PRUSELECT III VARIABLE LIFE INSURANCE CONTRACT
                                                     CASH VALUE ACCUMULATION TEST
                                           TYPE C (RETURN OF PREMIUM AT 6%) DEATH BENEFIT
                                         MALE GUARANTEED ISSUE SELECT PREFERRED ISSUE AGE 45
                                                  $1,000,000 BASIC INSURANCE AMOUNT
                                      ASSUME PAYMENT OF $54,730 ANNUAL PREMIUMS FOR SEVEN YEARS
                                                        USING CURRENT CHARGES

                                              Death Benefit (1)                                 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         (-0.84% Net)     (5.16% Net)    (11.16% Net)       (-0.84% Net)     (5.16% Net)    (11.16% Net)
 ----------  --------------     --------------  --------------  --------------     --------------  --------------  --------------
<S>            <C>                <C>             <C>            <C>                  <C>            <C>            <C>
     1         $   56,919         $1,058,014      $1,058,014     $ 1,058,014          $ 48,483       $ 51,197       $    53,910
     2         $  116,115         $1,119,508      $1,119,508     $ 1,119,508          $ 94,971       $103,181       $   111,719
     3         $  177,679         $1,184,693      $1,184,693     $ 1,184,693          $137,186       $153,750       $   171,668
     4         $  241,705         $1,253,788      $1,253,788     $ 1,253,788          $178,789       $206,686       $   238,083
     5         $  308,293         $1,327,029      $1,327,029     $ 1,327,029          $212,357       $254,690       $   304,280
     6         $  377,544         $1,404,665      $1,404,665     $ 1,404,665          $252,634       $312,644       $   385,833
     7         $  449,565         $1,486,958      $1,486,958     $ 1,486,958          $292,175       $373,244       $   476,224
     8         $  467,547         $1,516,176      $1,516,176     $ 1,516,176          $286,060       $389,000       $   526,128
     9         $  486,249         $1,547,146      $1,547,146     $ 1,547,146          $279,507       $405,167       $   581,351
    10         $  505,699         $1,579,975      $1,579,975     $ 1,579,975          $272,475       $421,740       $   642,506
    15         $  615,260         $1,776,138      $1,776,138     $ 2,100,333          $226,786       $508,772       $ 1,060,774
20 (Age 65)    $  748,558         $2,038,647      $2,038,647     $ 3,014,713          $149,804       $593,128       $ 1,742,609
    25         $  910,735         $2,389,944      $2,389,944     $ 4,399,860          $ 24,905       $660,913       $ 2,857,052
    30         $1,108,049         $        0(2)   $2,860,059     $ 6,474,781          $      0(2)    $645,653       $ 4,658,116
    35         $1,348,111         $        0      $3,489,179     $ 9,625,524          $      0       $355,487       $ 7,519,940
    40         $1,640,183         $        0      $        0(2)  $14,444,848          $      0       $      0(2)    $12,037,373
    45         $1,995,533         $        0      $        0     $21,779,936          $      0       $      0       $19,105,207
</TABLE>

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

(1)  Assumes no Contract loan has been made.

(2)  Based on a gross return of 6%, the Contract would go into default in policy
     year 38, unless an additional premium payment was made. 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.


                                       T9
<PAGE>
<TABLE>
<CAPTION>

                                            PRUSELECT III VARIABLE LIFE INSURANCE CONTRACT
                                                     CASH VALUE ACCUMULATION TEST
                                           TYPE C (RETURN OF PREMIUM AT 6%) DEATH BENEFIT
                                         MALE GUARANTEED ISSUE SELECT PREFERRED ISSUE AGE 45
                                                  $1,000,000 BASIC INSURANCE AMOUNT
                                      ASSUME PAYMENT OF $54,730 ANNUAL PREMIUMS FOR SEVEN YEARS
                                                  USING MAXIMUM CONTRACTUAL CHARGES

                                              Death Benefit (1)                                 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         (-1.14% Net)     (4.86% Net)    (10.86% Net)       (-1.14% Net)     (4.86% Net)    (10.86% Net)
 ----------  --------------     --------------  --------------  --------------     --------------  --------------  --------------
<S>            <C>                <C>             <C>            <C>                  <C>             <C>            <C>
     1         $   56,919         $1,058,014      $1,058,014     $ 1,058,014          $ 41,850        $ 44,262       $   46,678
     2         $  116,115         $1,119,508      $1,119,508     $ 1,119,508          $ 82,906        $ 90,115       $   97,621
     3         $  177,679         $1,184,693      $1,184,693     $ 1,184,693          $119,022        $133,491       $  149,161
     4         $  241,705         $1,253,788      $1,253,788     $ 1,253,788          $154,243        $178,517       $  205,876
     5         $  308,293         $1,327,029      $1,327,029     $ 1,327,029          $180,294        $217,005       $  260,082
     6         $  377,544         $1,404,665      $1,404,665     $ 1,404,665          $213,495        $265,365       $  328,762
     7         $  449,565         $1,486,958      $1,486,958     $ 1,486,958          $245,510        $315,359       $  404,321
     8         $  467,547         $1,516,176      $1,516,176     $ 1,516,176          $234,337        $322,533       $  440,487
     9         $  486,249         $1,547,146      $1,547,146     $ 1,547,146          $222,240        $329,147       $  479,931
    10         $  505,699         $1,579,975      $1,579,975     $ 1,579,975          $209,064        $335,040       $  522,953
    15         $  615,260         $1,776,138      $1,776,138     $ 1,776,138          $120,122        $346,058       $  805,225
20 (Age 65)    $  748,558         $        0(2)   $2,038,647     $ 2,159,800          $      0(2)     $289,658       $1,248,440
    25         $  910,735         $        0      $2,389,944     $ 2,958,528          $      0        $ 54,663       $1,921,122
    30         $1,108,049         $        0      $        0(2)  $ 4,046,582          $      0        $      0(2)    $2,911,210
    35         $1,348,111         $        0      $        0     $ 5,541,723          $      0        $      0       $4,329,471
    40         $1,640,183         $        0      $        0     $ 7,620,718          $      0        $      0       $6,350,599
    45         $1,995,533         $        0      $        0     $10,512,657          $      0        $      0       $9,221,629

</TABLE>

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

(1)  Assumes no Contract loan has been made.

(2)  Based on a gross return of 6%, the Contract would go into default in policy
     year 26, unless an additional premium payment was made. Based on a gross
     return of 0%, the Contract would go into default in policy year 20, 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.


                                       T10


<PAGE>

CONTRACT LOANS

You may borrow from Pruco Life an amount up to the current loan value of your
Contract less any existing Contract debt using the Contract as the only security
for the loan. The loan value at any time is equal to 90% of the Contract Fund
value. A Contract in default has no loan value. The minimum loan amount you may
borrow is $200.

Interest charged on a loan accrues daily. Interest is due on each Contract
anniversary or when the loan is paid back, whichever comes first. If interest is
not paid when due, it becomes part of the loan and we will charge interest on
it, too. Except in the case of preferred loans, we charge interest at an
effective annual rate of 5%.

A portion of any amount you borrow on or after the 10th Contract anniversary may
be considered a preferred loan. The maximum preferred loan amount is the total
amount you may borrow minus the total net premiums paid (net premiums equal
premiums paid less total withdrawals, if any). If the net premium amount is less
than zero, we will, for purposes of this calculation, consider it to be zero.
Only new loans borrowed after the 10th Contract anniversary may be considered
preferred loans. Standard loans will not automatically be converted into
preferred loans. Preferred loans are charged interest at an effective annual
rate of 4.25%.

The Contract debt is the amount of all outstanding loans plus any interest
accrued but not yet due. If at any time the Contract debt equals or exceeds the
Contract Fund, the Contract will go into default. See LAPSE AND REINSTATEMENT,
page 21. If the Contract debt equals or exceeds the Contract Fund and you fail
to keep the Contract inforce, the amount of unpaid Contract debt will be treated
as a distribution which may be taxable. See TAX TREATMENT OF CONTRACT BENEFITS,
page 27.

When a loan is made, an amount equal to the loan proceeds is transferred out of
the Account. Unless you ask us to take the loan amount from specific investment
options and we agree, the reduction will be made in the same proportions as the
value in each subaccount bears to the total value of the Contract. While a loan
is outstanding, the amount that was so transferred will continue to be treated
as part of the Contract Fund. It will be credited with an effective annual rate
of return of 4%. On each Monthly date, we will increase the portion of the
Contract Fund in the investment options by interest credits accrued on the loan
since the last Monthly date. The net cost of a standard loan is 1% and the net
cost of a preferred loan is 1/4%.

Loans from Modified Endowment Contracts may be treated for tax purposes as
distributions of income. See TAX TREATMENT OF CONTRACT BENEFITS, page 27.

Any Contract debt will directly reduce a Contract's cash value and will be
subtracted from the death benefit to determine the amount payable. In addition,
even if the loan is fully repaid, it may have an effect on future death benefits
because the investment results of the selected investment options will apply
only to the amount remaining invested under those options. The longer the loan
is outstanding, the greater the effect is likely to be. The effect could be
favorable or unfavorable. If investment results are greater than the rate being
credited on the amount of the loan while the loan is outstanding, values under
the Contract 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.

When you repay all or part of a loan, we will increase the portion of the
Contract Fund in the investment options by the amount of the loan you repay
using the investment allocation for future premium payments as of the loan
payment date, plus interest credits accrued on the loan since the last
transaction date. If loan interest is paid when due, it will not change the
portion of the Contract Fund allocated to the investment options. We reserve the
right to change the manner in which we allocate loan repayments.

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.

                                       26


<PAGE>


Generally, representatives will receive a commission of no more than: (1) 20% of
the premiums received in the first year on premiums up to the Target Premium
(referred to as "segment allocation amount" in your Contract); (2) 12% of
premiums received in years two through 10 on premiums up to the Target Premium;
and (3) 2% on premiums received in the first 10 years in excess of the Target
Premium or received after 10 years. If the basic insurance amount is increased,
representatives will generally receive a commission of no more than: (1) 20% of
the premiums received up to the Target Premium for the increase received in the
first year; (2) 12% of the premiums received up to the Target Premium for years
two through 10; and (3) 2% on other premiums received for the increase.
Moreover, trail commissions of up to 0.05% of the Contract Fund may be paid as
of the end of each calendar quarter for years six through 20 and .025%
thereafter. Representatives with less than 4 years of service may receive
compensation on a different basis. Representatives who meet certain productivity
or persistency standards may be eligible for additional compensation.

TAX TREATMENT OF CONTRACT BENEFITS

This summary provides general information on the federal income tax treatment of
the Contract. It is not a complete statement of what the federal income taxes
will be in all circumstances. It is based on current law and interpretations,
which may change. It does not cover state taxes or other taxes. It is not
intended as tax advice. You should consult your own qualified tax adviser for
complete information and advice.

TREATMENT AS LIFE INSURANCE. The Contract must meet certain requirements to
qualify as life insurance for tax purposes. These requirements include certain
definitional tests and rules for diversification of the Contract's investments.
For further information on the diversification requirements, see TAXATION OF THE
FUND in the statement of additional information for the Series Fund.

In order to meet the definition of life insurance rules for federal income tax
purposes, the Contract must satisfy one of the two following tests: (1) Cash
Value Accumulation Test or (2) Guideline Premium Test. At issue, the Contract
owner chooses which of these two tests will apply to their Contract. This choice
cannot be changed thereafter.

Under the Cash Value Accumulation Test, the Contract must maintain a minimum
ratio of death benefit to cash value. Therefore, in order to ensure that the
Contract qualifies as life insurance, the Contract's basic insurance amount may
increase as the Contract Fund value increases. The death benefit, at all times,
must be at least equal to the Contract Fund multiplied by the applicable
attained age factor. A listing of attained age factors can be found on the data
pages of your Contract.

Under the Guideline Premium Test, there is a limit as to the amount of premium
that can be paid into the Contract in relation to the death benefit. In
addition, there is a minimum ratio of death benefit to cash value associated
with this test. This ratio, however, is less than the required ratio under the
Cash Value Accumulation test. Therefore, the death benefit required under this
test is generally lower than that of the Cash Value Accumulation test.

The selection of the definition of life insurance test most appropriate for you
is dependent on several factors, including the insured's age at issue, actual
Contract earnings, and whether or not the Contract is classified as a Modified
Endowment Contract. You should consult your own qualified tax adviser for
complete information and advice with respect to the selection of the definition
of life insurance test.

We believe we have taken adequate steps to insure that the Contract qualifies as
life insurance for tax purposes. Generally speaking, this means that:

     o    you will not be taxed on the growth of the funds in the Contract,
          unless you receive a distribution from the Contract, and

     o    the Contract's death benefit will be income tax free to your
          beneficiary.

Although we believe that the Contract should qualify as life insurance for tax
purposes, there are some uncertainties, particularly because the Secretary of
Treasury has not yet issued permanent regulations that bear on this question.
Accordingly, we reserve the right to make changes -- which will be applied
uniformly to all Contract owners after advance written notice -- that we deem
necessary to insure that the Contract will qualify as life insurance.

                                       27
<PAGE>


PRE-DEATH DISTRIBUTIONS. The tax treatment of any distribution you receive
before the insured's death depends on whether the Contract is classified as a
Modified Endowment Contract.

  CONTRACTS NOT CLASSIFIED AS MODIFIED ENDOWMENT CONTRACTS

     o    If you surrender the Contract or allow it to lapse, you will be taxed
          on the amount you receive in excess of the premiums you paid less the
          untaxed portion of any prior withdrawals. For this purpose, you will
          be treated as receiving any portion of the cash value used to repay
          Contract debt. The tax consequences of a surrender may differ if you
          take the proceeds under an income payment settlement option.

     o    Generally, you will be taxed on a withdrawal to the extent the amount
          you receive exceeds the premiums you paid for the Contract less the
          untaxed portion of any prior withdrawals. However, under some limited
          circumstances, in the first 15 Contract years, all or a portion of a
          withdrawal may be taxed if the Contract Fund exceeds the total
          premiums paid less the untaxed portions of any prior withdrawals, even
          if total withdrawals do not exceed total premiums paid.

     o    Loans you take against the Contract are ordinarily treated as debt and
          are not considered distributions subject to tax. However, there is
          some risk the Internal Revenue Service might assert that the preferred
          loan should be treated as a distribution for tax purposes because of
          the relatively low differential between the loan interest rate and
          Contract's crediting rate. Were the Internal Revenue Service to take
          this position, Pruco Life would take reasonable steps to avoid this
          result, including modifying the Contract's loan provisions.

  MODIFIED ENDOWMENT CONTRACTS

     o    The rules change if the Contract is classified as a Modified Endowment
          Contract. The Contract could be classified as a Modified Endowment
          Contract if premiums in amounts that are too large are paid or a
          decrease in the face amount of insurance is made (or a rider removed).
          The addition of a rider or an increase in the face amount of insurance
          may also cause the Contract to be classified as a Modified Endowment
          Contract. You should first consult a qualified tax adviser and your
          Pruco Life representative if you are contemplating any of these steps.

     o    If the Contract is classified as a Modified Endowment Contract, then
          amounts you receive under the Contract before the insured's death,
          including loans and withdrawals, are included in income to the extent
          that the Contract Fund exceeds the premiums paid for the Contract
          increased by the amount of any loans previously included in income and
          reduced by any untaxed amounts previously received other than the
          amount of any loans excludable from income. An assignment of a
          Modified Endowment Contract is taxable in the same way. These rules
          also apply to pre-death distributions, including loans and
          assignments, made during the two-year period before the time that the
          Contract became a Modified Endowment Contract.

     o    Any taxable income on pre-death distributions (including full
          surrenders) is subject to a penalty of 10 percent unless the amount is
          received on or after age 59 1/2, on account of your becoming disabled
          or as a life annuity. It is presently unclear how the penalty tax
          provisions apply to Contracts owned by businesses.

     o    All Modified Endowment Contracts issued by us to you during the same
          calendar year are treated as a single Contract for purposes of
          applying these rules.

WITHHOLDING. You must affirmatively elect that no taxes be withheld from a
pre-death distribution. Otherwise, the taxable portion of any amounts you
receive will be subject to withholding. You are not permitted to elect out of
withholding if you do not provide a social security number or other taxpayer
identification number. You may be subject to penalties under the estimated tax
payment rules if your withholding and estimated tax payments are insufficient to
cover the tax due.

OTHER TAX CONSIDERATIONS. If you transfer or assign the Contract to someone
else, there may be gift, estate and/or income tax consequences. If you transfer
the Contract to a person two or more generations younger than you (or designate
such a younger person as a beneficiary), there may be Generation Skipping
Transfer tax consequences. 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. Your individual situation or that of your beneficiary
will determine the federal estate taxes and the state and local estate,
inheritance and other taxes due if you or the insured dies.

                                       28


<PAGE>

BUSINESS-OWNED LIFE INSURANCE. If a business, rather than an individual, is the
owner of the Contract, there are some additional rules. Business Contract owners
generally cannot deduct premium payments. Business Contract owners generally
cannot take tax deductions for interest on Contract debt 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 these loans is limited to a prescribed interest rate and a maximum aggregate
loan amount of $50,000 per key insured person. The corporate alternative minimum
tax also applies to business-owned life insurance. This is an indirect tax on
additions to the Contract Fund or death benefits received under business-owned
life insurance policies.

LEGAL CONSIDERATIONS RELATING TO SEX-DISTINCT PREMIUMS AND BENEFITS

The Contract generally employs mortality tables that distinguish between males
and females. Thus, premiums and benefits differ under Contracts issued on males
and females of the same age. However, in those states that have adopted
regulations prohibiting sex-distinct insurance rates, premiums and cost of
insurance charges will be based on male rates, whether the insureds are male or
female. In addition, employers and employee organizations considering the
purchase of a Contract should consult their legal advisers to determine whether
purchase of a Contract based on sex-distinct actuarial tables is consistent with
Title VII of the Civil Rights Act of 1964 or other applicable law.

EXCHANGE RIGHT AVAILABLE IN SOME STATES

In some states, you may have the right to exchange the Contract for a fixed
benefit insurance plan issued by The Prudential Insurance Company of America on
the insured's life. Such an exchange may be permitted within the first two
Contract years after a Contract is issued, so long as the Contract is not in
default. 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. You may wish to obtain tax
advice before effecting such an exchange.

OTHER GENERAL CONTRACT PROVISIONS

ASSIGNMENT. This Contract may not be assigned if the assignment would violate
any federal, state or local law or regulation prohibiting sex distinct rates for
insurance. Generally, the Contract may not be assigned to an employee benefit
plan or program without Pruco Life's consent. Pruco Life assumes no
responsibility for the validity or sufficiency of any assignment. We will not be
obligated to comply with any assignment unless we receive a copy at a Home
Office.

BENEFICIARY. You designate and name your beneficiary in the application.
Thereafter, you may change the beneficiary, provided it is in accordance with
the terms of the Contract. Should the insured die with no surviving beneficiary,
the insured's estate will become the beneficiary.

INCONTESTABILITY. We will not contest the Contract after it has been inforce
during the insured's lifetime for two years from the issue date except when any
change is made in the Contract that requires Pruco Life's approval and would
increase our liability. We will not contest such change after it has been in
effect for two years during the lifetime of the insured.

MISSTATEMENT OF AGE OR SEX. If the insured's stated age or sex or both are
incorrect in the Contract, Pruco Life will adjust the death benefits payable and
any amount to be paid, as required by law, to reflect the correct age and sex.
Any such benefit will be based on what the most recent deductions from the
Contract Fund would have provided at the insured's correct age and sex.

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

                                       29

<PAGE>


SUICIDE EXCLUSION. Generally, if the insured, whether sane or insane, dies by
suicide within two years from the Contract date, the Contract will end and Pruco
Life will return the premiums paid, less any Contract debt, and less any
withdrawals. Generally, if the insured, whether sane or insane, dies by suicide
after two years from the issue date, but within two years of the effective date
of an increase in the basic insurance amount, we will pay, as to the increase in
amount, no more than the sum of the premiums paid on and after the effective
date of an increase.

VOTING RIGHTS

As described earlier, all of the assets held in the subaccounts will be invested
in shares of the corresponding portfolios of the Funds. Pruco Life is the legal
owner of those shares and as such has the right to vote on any matter voted on
at shareholders meetings of the Funds. However, Pruco Life will, as required by
law, vote the shares of the Funds in accordance with voting instructions
received from Contract owners at any regular and special shareholders meetings.
A Fund may not hold annual shareholders meetings when not required to do so
under the laws of the state of its incorporation or the Investment Company Act
of 1940. 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 Funds 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 Investment Company
Act of 1940.

The number of Fund shares for which a Contract owner may give instructions is
determined by dividing the portion of the value of the Contract derived from
participation in a subaccount, by the value of one share in the corresponding
portfolio of the applicable Fund. The number of votes for which each Contract
owner may give Pruco Life instructions will be determined as of the record date
chosen by the Board of Directors of the applicable 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 they would require shares to be voted so as to cause a change in
the sub-classification or investment objectives of one or more of a Fund's
portfolios, or to approve or disapprove an investment advisory contract for a
Fund. In addition, Pruco Life itself may disregard voting instructions that
would require changes in the investment policy or investment adviser of one or
more of a 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 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 Funds 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, may be required.
Contract owners will be notified of any such substitution.


                                       30

<PAGE>



REPORTS TO CONTRACT OWNERS

Once each year, Pruco Life will send you a statement that provides certain
information pertinent to your own Contract. This statement will detail values,
transactions made and specific Contract data that apply only to your particular
Contract. You will also be sent annual and semi-annual reports of the Funds
showing the financial condition of the portfolios and the investments held in
each portfolio.

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 consolidated financial statements of Pruco Life and Subsidiaries as of
December 31, 1998 and 1997 and for each of the three years in the period ended
December 31, 1998 and the financial statements of the Account as of December 31,
1998 and for each of the three years in the period then ended included in this
prospectus have been so included in reliance on the reports of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting. PricewaterhouseCoopers LLP's
principal business address is 1177 Avenue of the Americas, New York, New York
10036.

Actuarial matters included in this prospectus have been examined by Nancy 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 Year 2000 issue is best understood as a computer hardware and software
problem involving the way dates are stored and processed in computer systems.
The services provided to you as a purchaser of a PruSelect(SM) III life
insurance Contract depend on the smooth functioning of these computer systems.
Many computer systems in use today are programmed to recognize only the last two
digits of a date as the year. As a result, any system using this kind of
programming can not distinguish a date using "00" and may treat it as 1900
instead of 2000. This problem may impact computer systems that store business
information, but it could also affect other equipment used in our business such
as telephones, fax machines and elevators. If this problem is not corrected, the
"Year 2000" issue could affect the accuracy and integrity of business records.
Prudential's regular business operations could be interrupted as well as those
of other companies that deal with us.

In addition, the operations of the mutual funds associated with the
PruSelect(SM) III life insurance Contract could experience problems resulting
from the Year 2000 issue. Please refer to the mutual fund prospectus for
information regarding their approach to Year 2000 concerns.

                                       31

<PAGE>


To address this potential problem Prudential, as the parent company of Pruco
Life, has organized its Year 2000 efforts around the following three areas:

o    Business Applications - Computer programs directly used to support our
     business.

o    Infrastructure - Computers and other business equipment such as telephones
     and fax machines.

o    Business Partners - Year 2000 readiness of essential business partners.

Business Applications. The business applications component includes a wide range
of computer programs that directly support Prudential's business operations
including applications used for insurance product administration, securities
trading, personnel record keeping and general accounting systems. All business
applications have been analyzed to determine whether each computer program with
a Year 2000 problem should be retired, replaced or renovated. Renovation,
replacement, and retirement of business applications are now substantially
complete. Newly developed or purchased programs are being tested prior to their
use.

Infrastructure. As with business applications, we have established a specific
methodology and process for addressing infrastructure issues. The infrastructure
effort includes mainframe computer system hardware and operating system
software, mid-range systems and servers, telecommunications equipment and
systems, buildings and facilities systems, personal computers and vendor
hardware and software. With the exception of personal computers, which are
scheduled for completion in the third quarter of 1999, infrastructure systems
are substantially complete.

Business Partners. - Early in the Year 2000 program, Prudential recognized the
importance of determining the Year 2000 readiness of external business
relationships, especially those that involve electronic data transfer services
and products that impact our essential business processes. We first classified
each business partner as a "priority" or "non-priority" to our business and then
began to develop risk assessment and contingency plans to address the
possibility that a business partner could experience a Year 2000 failure. All
priority and non-priority business partner relationships have been assessed and
contingency planning is complete. We will continue to assess our risk, review
and update our contingency planning and assess any new business partners until
2000 in an effort to minimize risk.

Prudential believes that its Year 2000 project is substantially on schedule. A
small number of the projects may not meet their targeted completion date but we
expect that these projects will be completed by September, 1999. Should there be
any delays, they will not significantly impact the timing of the project as a
whole.

THE COST OF YEAR 2000 READINESS

Prudential is funding the Year 2000 program from internal operating budgets, and
estimates that its total costs to address the Year 2000 issue will be
approximately $232 million. Because these expenses were part of the operating
budget, they do not impact the management of PruSelect(SM) III life insurance
Contracts. During the course of the Year 2000 program, some optional computer
projects have been delayed, but these delays have not had any material effect on
PruSelect(SM) III life insurance Contracts.

YEAR 2000 RISKS AND CONTINGENCY PLANNING

Prudential believes that it is well positioned to lessen the impact of the Year
2000 problem. However, given the nature of this issue, we cannot be 100% certain
of Year 2000 readiness of third parties. As a result, we are unable to determine
at this time whether the consequences of Year 2000 failures may have a material
adverse effect on the results of Prudential's operations, liquidity or financial
condition. In the worst case, it is possible that a Year 2000 technology
failure, whether internal or external, could have a material impact of on
Prudential's results of operations, liquidity, or financial position. If
Prudential is unable to achieve Year 2000 compliance on a timely basis, we may
have difficulty in responding to your incoming phone calls, calculating your
unit values or processing withdrawals and purchase payment. It is also possible
that the mutual funds associated with the PruSelect(SM) III life insurance
Contract will be unable to value their securities, in turn creating difficulties
in purchasing or selling shares of the mutual fund and calculating corresponding
unit asset values. The objective of Prudential's Year 2000 program is to reduce
these risks as much as possible.

                                       32


<PAGE>


Most of the operations of the PruSelect(SM) III life insurance Contract involve
such a large number of individual transactions that they can only be handled
with the help of computers. As a result, our current contingency plans include
responses to the failure of specific business applications or infrastructure
components. Prudential will continue to review and update its contingency plans
until 2000 in an effort to reduce the level of uncertainty about the effect of
the Year 2000 issue and further minimize risk. Prudential believes that with the
completion of its Year 2000 program as scheduled, the possibility of significant
interruptions of normal operations will be reduced.

ADDITIONAL INFORMATION

Pruco Life has filed a registration statement 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. Its address and
telephone number are set forth on the inside front cover of this prospectus.

FINANCIAL STATEMENTS

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

                                       33

<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.

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

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 AND SECRETARY. -- 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.

HIROSHI NAKAJIMA, SENIOR VICE PRESIDENT. -- President & Chief Executive Officer,
Pruco Life Insurance Company, Taiwan Branch since 1997; Prior to 1997: Senior
Managing Director, Prudential Life Insurance Co., Ltd.

IMANTS SAKSONS, SENIOR VICE PRESIDENT. -- Vice President, Compliance, Prudential
Individual Financial Services since 1998; Prior to 1998: Vice President, Market
Conduct, U.S. Operations, Manulife Financial.

SHIRLEY H. SHAO, SENIOR VICE PRESIDENT AND CHIEF ACTUARY. -- Vice President and
Associate Actuary, Prudential.

DENNIS G. SULLIVAN, VICE PRESIDENT AND CHIEF ACCOUNTING OFFICER. -- Vice
President and Deputy Controller, Prudential since 1998; 1997 to 1998, Vice
President and Controller, ContiFinancial Corporation; Prior to 1997, Director,
Saloman Brothers.

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.

                                       34


<PAGE>


PRUSELECT(SM) III
Variable Life
Insurance

[GRAPHIC OMITTED]  Prudential Logo


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


  -1 Ed.   /99 CAT#

<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 48 pages.

The undertaking to file reports.

The representation with respect to charges.

The signatures.

Written consents of the following persons:

     None.

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)   (a)   Resolution of Board of Directors of Pruco Life
                              Insurance Company establishing the Pruco Life
                              Variable Universal Account. (Note 8)
                        (b)   Amendment of Separate Account Resolution.
                              (Note 11)
                  (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 12)
                        (d)   Participation Agreements and Amendments:

                              (i) (a)  AIM Variable Insurance Funds, Inc., AIM
                                       V.I. Value Fund. (Note 11)
                                  (b)  Amendment to the AIM Variable Insurance
                                       Funds, Inc. Participation Agreement.
                                       (Note 12)
                             (ii) (a)  American  Century  Variable  Portfolios,
                                       Inc.,  VP Value Portfolio.  (Note 11)
                             (iii)(a)  Janus Aspen Series, Growth Portfolio.
                                       (Note 11)
                                  (b)  Amendment to the Janus Aspen Series
                                       Participation Agreement.  (Note 12)
                              (iv)(a)  MFS Variable Insurance Trust, Emerging
                                       Growth Series.  (Note 11)
                                  (b)  Amendment to the MFS Variable Insurance
                                       Trust Participation Agreement. (Note 12)
                              (v) (a)  T. Rowe Price International Series, Inc.,
                                       International Stock Portfolio.  (Note 11)
                                  (b)  Amendment to the T. Rowe Price
                                       International Series, Inc. Participation
                                       Agreement.  (Note 12)
                  (4)   Not Applicable.
                  (5)   Variable Universal Life Insurance Contract. (Note 1)
                  (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 1)
                        (b)   Supplement to the Application for Variable
                              Universal Life Insurance Contract. (Note 1)


                                      II-2
<PAGE>

                  (11)  Not Applicable.
                  (12)  Memorandum describing Pruco Life Insurance Company's
                        issuance, transfer, and redemption procedures for the
                        Contracts pursuant to Rule 6e-3(T)(b)(12)(iii). (Note 1)
                  (13)  Rider for Flexible Term Insurance Benefit. (Note 1)

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

      3.    Opinion and Consent of Clifford E. Kirsch, Esq. as to the legality
            of the securities being registered. (Note 12)

      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 12)

      7.    Powers of Attorney.

            (a)   William M. Bethke, Ira J. Kleinman,
                  Esther H. Milnes, I. Edward Price (Note 2)
            (b)   Kiyofumi Sakaguchi (Note 5)
            (c)   James J. Avery, Jr. (Note 3)
            (d)   Dennis G. Sullivan (Note 4)

(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. 6 for Form
            S-1, Registration No. 33-86780, filed April 16, 1999 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 Form
            S-6, Registration No. 33-29181, filed April 25, 1996 on behalf of
            the Pruco Life Variable Universal Account.
(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 Form
            S-6, Registration No. 33-29181, filed April 28, 1997 on behalf of
            the Pruco Life Variable Universal Account.
(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.
(Note 10)   Incorporated by reference to Post-Effective Amendment No. 11 to Form
            S-6, Registration No. 33-29181, filed April 28, 1998 on behalf of
            the Pruco Life Variable Universal Account.
(Note 11)   Incorporated by reference to Post-Effective Amendment No. 13 to Form
            S-6, Registration No. 33-29181, filed June 4, 1999 on behalf of the
            Pruco Life Variable Universal Account.
(Note 12)   To be filed by Pre-Effective Amendment.


                                      II-3
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant, the
Pruco Life Variable Universal Account, 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 12th day of August, 1999.

(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 Registration
Statement has been signed below by the following persons in the capacities
indicated on this 12th day of August, 1999.

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

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

/s/ *
- ------------------------------------
Dennis G. Sullivan
Vice President and Chief Accounting
Officer

/s/ *
- ------------------------------------
James J. Avery, Jr.                          *By: /s/ Thomas C. Castano
Director                                          ------------------------------
                                                  Thomas C. Castano
/s/ *                                             (Attorney-In-Fact)
- ------------------------------------
William M. Bethke
Director

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

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

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


                                      II-4
<PAGE>

                                  EXHIBIT INDEX

       1.A.(5)     Variable Universal Life Insurance Contract.

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

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

      1.A.(13)     Rider for Flexible Term Insurance Benefit.


- -------------------------=======================================================

                         PRUCO LIFE INSURANCE COMPANY
                         213 Washington Street, Newark, NJ 07102-2992
THE PRUDENTIAL [LOGO]    A STOCK COMPANY SUBSIDIARY OF
                         The Prudential Insurance Company of America

INSURED   JOHN DOE                                    XX XXX XXX   POLICY NUMBER
                                                      JULY 1, 1999 CONTRACT DATE

AGENCY    R-NK 1


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


Flexible Premium Variable Life Insurance Policy. Insurance payable only upon
death. Cash values reflect premium payments, investment results, and charges.
Non-participating.









We will promptly pay the beneficiary the death benefit described under the Death
Benefit provision of this contract if we receive due proof that the Insured
died. We make this promise subject to all the provisions of this contract.

THE AMOUNT AND DURATION OF THE DEATH BENEFIT MAY BE FIXED OR VARIABLE, DEPENDING
ON THE PAYMENT OF PREMIUMS, THE INVESTMENT EXPERIENCE OF THE VARIABLE INVESTMENT
OPTIONS, AND THE CHARGES MADE.

THE CASH VALUE MAY INCREASE OR DECREASE DAILY, DEPENDING ON THE PAYMENT OF
PREMIUMS, THE INVESTMENT EXPERIENCE OF THE VARIABLE INVESTMENT OPTIONS, AND THE
CHARGES MADE. THERE IS NO GUARANTEED MINIMUM CASH VALUE.

If there is ever a question about this contract, please see a Pruco Life
Insurance Company representative or contact one of our offices.

RIGHT TO CANCEL CONTRACT.- You may return this contract to us within 10 days
after you receive it. All you have to do is take the contract or mail it to one
of our offices or to the representative who sold it to you. It will be canceled
and we will return your money in accordance with applicable law.

Signed for Pruco Life Insurance Company,
an Arizona Corporation.


             SPECIMEN [stamp]                   SPECIMEN [stamp]
             /s/Susan L. Blount                 /s/Esther H. Milnes
             ---------------------              ---------------------
                  Secretary                           President






PLEASE READ YOUR POLICY CAREFULLY; it is a legal contract between you and Pruco
Life Insurance Company.


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


CVUL--1999


<PAGE>




- -------------------------=======================================================

                         GUIDE TO CONTENTS

                                                                            PAGE

CONTRACT DATA .............................................................    3
  Insured's Information; Rating Class; Basic Contract Information; Type of
  Death Benefit; Life Insurance on the Insured; Minimum Initial Premium;
  Contract Limitations; Other Benefits (if applicable); Adjustments to
  Premium Payments; Adjustments to the Contract Fund; Monthly Deductions
  from the Contract Fund for Other Benefits (if applicable); Variable
  Investment Options; Initial Allocation of Invested Premium Amounts;
  Segment Table

TABLE OF MAXIMUM MONTHLY INSURANCE RATES PER $1000 .......................     4

TABLE OF ATTAINED AGE FACTORS ............................................     4

DEFINITIONS ..............................................................     5

THE CONTRACT .............................................................     5
  Entire Contract; Contract Modifications; Incontestability

OWNERSHIP ................................................................     6

DEATH BENEFIT PROVISIONS .................................................   6&7
  Death Benefit; Changing the Type C Death Benefit Interest Rate;
  Additional Death Benefits; Method of Payment; Net Amount at Risk; Suicide
  Exclusion; Interest on Death Benefit

CHANGE IN BASIC INSURANCE AMOUNT .........................................     7

COST OF INSURANCE ........................................................     8

CHANGING THE TYPE OF DEATH BENEFIT .......................................   8&9
  Type A to B; Type A to C; Type B to A; Type B to C; Type C to A; Type C
  to B

BENEFICIARY ..............................................................     9

PREMIUM PAYMENT .......................................................... 10&11
  Payment of Premiums; Invested Premium Amount; Charge for Sales Expenses;
  Crediting the Initial Premium Payment; Allocations

CONTRACT FUND ............................................................    11

DEFAULT ..................................................................    11
  Notice of Default

REINSTATEMENT ............................................................    11

SEPARATE ACCOUNT .........................................................    12
  Separate Account; Variable Investment Options; Separate Account
  Investments


                                     Page 2
(CVUL--1999)




<PAGE>



- -------------------------=======================================================

                                                                            Page

TRANSFERS ................................................................    13

SURRENDER ................................................................    13
  Cash Value; Net Cash Value; Return of Sales Charges

WITHDRAWALS ..............................................................    14
  Effect on Contract Fund; Effect on Basic Insurance Amount

LOANS ....................................................................    15
  Loan Value; Contract Debt; Loan Requirements; Interest Charge; Preferred
  Loan; Maximum Preferred Loan Amount; Effect on Contract Fund

GENERAL PROVISIONS .......................................................    16
  Annual Report; Payment of Death Claim; Currency; Misstatement of Age or
  Sex; Assignment; Change in Plan; Factors Subject to Change;
  NonParticipating; Applicable Tax Law

BASIS OF COMPUTATION .....................................................    17
  Mortality Basis and Interest Rate; Minimum Legal Values

SETTLEMENT OPTIONS .......................................................    18
  Options Described; Interest Rate

SETTLEMENT OPTIONS TABLES ................................................    19

  A copy of the application and any riders or endorsements can be found at
  the end of the contract


                                    Page 2A
(CVUL--1999)




<PAGE>



- -------------------------=======================================================











                               [BLANK PAGE}














                                    Page 2B
(CVUL--1999)




<PAGE>



                                                   PROCESSING DATE: JUL 10, 1999
                                 CONTRACT DATA

INSURED

JOHN DOE       Male,     Issue Age 35

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

RATING CLASS

(See Segment Table on Page 4)

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

BASIC CONTRACT INFORMATION

     Policy Number       XX XXX XXX
     Contract Date       July 1, 1999
     Premium Period      Life
     Beneficiary         See Beneficiary Provision attached

     Loan Interest Rate            5.00%
     Preferred Loan Interest Rate  4.25&
- --------------------------------------------------------------------------------

TYPE OF DEATH BENEFIT (see Death Benefit Provisions)

     Type B
- --------------------------------------------------------------------------------

LIFE INSURANCE ON THE INSURED

                         Basic Insurance
Effective Date           Amount
- ----------------------------------------
  Contract Date            $100,000.00
- --------------------------------------------------------------------------------

MINIMUM INITIAL PREMIUM

     The minimum initial premium due on the Contract Date is $350.73.

- --------------------------------------------------------------------------------
                      CONTRACT DATA CONTINUED ON NEXT PAGE

Page 3 (99)



<PAGE>



                                                   PROCESSING DATE: JUL 10, 1999
                                                    POLICY NO. XX XXX XXX

                            CONTRACT DATA CONTINUED

CONTRACT LIMITATIONS

     The minimum premium we will accept is $25.00.

     The minimum basic insurance amount is $100,000.00
     The minimum increase in basic insurance amount is $5,000.00.
     The minimum decrease in basic insurance amount is $5,000.00.

     The minimum amount you may withdraw is $500.00.
     The minimum amount you may borrow is $200.00.

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

ADJUSTMENTS TO PREMIUM PAYMENTS

   From each premium paid we will:

     Subtract a charge for up to 7.5% for any taxes attributable to premiums.
     For purposes of this charge, the term "taxes attributable to premiums"
     shall include: (a) any federal, state or local income tax, (b) any premium,
     excise, or business tax, and (c) any other type of tax (or component
     thereof) measured by or based upon the amount of premium received by us.

     Subtract a charge for sales expenses from premiums paid as described in the
     Charge For Sales Expenses provision.

   The remainder of the premium is the invested premium amount.

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

   ADJUSTMENTS TO THE CONTRACT FUND

     On the Contract Date the contract fund is equal to the invested premium
     amount credited on that date, minus any of the charges described below
     which may be due on that date.

     On each day after the contract date, we will adjust the contract fund by:

       adding any invested premium amounts.

       adding any increase due to investment results of the variable investment
       options.
                      CONTRACT DATA CONTINUED ON NEXT PAGE

Page 3A (99)



<PAGE>


                                                   PROCESSING DATE: JUL 10, 1999
                                                    POLICY NO. XX XXX XXX

                             CONTRACT DATA CONTINUED

     adding guaranteed interest at an effective annual rate of 4% (0.01074598% a
     day) on that portion of the contract fund that is attributable to any loan
     amount (see Loans).

     subtracting any decrease due to investment results of the variable
     investment options.

     subtracting a charge against the variable investment options at an
     effective annual rate of not more than 0.50% (.00136646% a day) for
     mortality and expense risks that we assume.

     subtracting any withdrawals.

     subtracting an administrative charge of up to $25.00 for any withdrawals.

     subtracting an administrative charge of up to $25.00 for any change in
     basic insurance amount.

     subtracting an administrative charge of up to $25.00 for each transfer
     between variable investment options exceeding twelve in any contract year.

   And on each monthly date, we will adjust the contract fund by:

     subtracting a charge for administrative expenses of up to $0.05 per $1,000
     of the basic insurance amount of each Basic Insurance Segment, totaled,
     plus $10.00.

     subtracting a deduction for the cost of any other benefits.

     subtracting a charge for the cost of insurance (see Cost of Insurance).

- --------------------------------------------------------------------------------
                      CONTRACT DATA CONTINUED ON NEXT PAGE


Page 3B (99)



<PAGE>


                                                   PROCESSING DATE: JUL 10, 1999
                                                    POLICY NO. XX XXX XXX

                            CONTRACT DATA CONTINUED

VARIABLE INVESTMENT OPTIONS

  THE PRUCO LIFE VARIABLE UNIVERSAL ACCOUNT

     Each variable investment option of this account invests in a specific
     portfolio of The Prudential Series Fund, Inc. and such other funds as we
     may specify from time to time. We show the available variable investment
     options of the account below. Unless we say otherwise, the variable
     investment options invest in funds or fund portfolios with the same names.
     This account is registered with the SEC under the Investment Company Act of
     1940.

      THE PRUDENTIAL SERIES FUND, INC.

        Money Market Portfolio
        Diversified Bond Portfolio
        Conservative Balanced Portfolio
        Flexible Managed Portfolio
        High Yield Bond Portfolio
        Stock Index Portfolio
        Equity Income Portfolio
        Equity Portfolio
        Prudential Jennison Portfolio
        Global Portfolio

      AIM VARIABLE INSURANCE FUNDS, INC.

        AIM V.I. Value Fund

      JANUS ASPEN SERIES

        Janus Aspen Growth Portfolio

      MFS VARIABLE INSURANCE TRUST

        MFS Emerging Growth Series

      T. ROWE PRICE INTERNATIONAL SERIES, INC.

        T. Rowe Price International Stock Portfolio

                      CONTRACT DATA CONTINUED ON NEXT PAGE


Page 3C (99)



<PAGE>


                                                   PROCESSING DATE: JUL 10, 1999
                                                    POLICY NO. XX XXX XXX


                            CONTRACT DATA CONTINUED

     AMERICAN CENTURY VARIABLE PORTFOLIO, INC.

      American Century VP Value Fund

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

INITIAL ALLOCATION OF INVESTED PREMIUM AMOUNTS

     High Yield Bond Portfolio               40%
     Money Market Portfolio                  60%

- --------------------------------------------------------------------------------
                              END OF CONTRACT DATA


Page 3D (99)



<PAGE>


                                                   PROCESSING DATE: JUL 10, 1999
                                                    POLICY NO. XX XXX XXX


                                    TABLE(S)


                                 SEGMENT TABLE

This table is used to compute the charge for sales expenses and the cost of
insurance. See the Charge for Sales Expenses and Cost of Insurance provisions
for details. The information shown below for each segment starts on the
effective date of the segment.



                 SEGMENT,
                 ISSUE AGE, &
EFFECTIVE DATE   RATING CLASS (RC)              SEGMENT ALLOCATION AMOUNT
- --------------------------------------------------------------------------------
Contract Date    $100,000.00 Basic Insurance    $3897.00
                 Amount                         changing on Jul 1, 2009 to $0.00
                 Issue Age 35
                 (RC = Preferred)

- --------------------------------------------------------------------------------
                        TABLE(S) CONTINUED ON NEXT PAGE

Page 4 (99)



<PAGE>


                                                   PROCESSING DATE: JUL 10, 1999
                                                    POLICY NO. XX XXX XXX


                               TABLES(S) CONTINUED



               TABLE OF MAXIMUM MONTHLY INSURANCE RATES PER $1,000
                            RATING CLASS: PREFERRED

 INSURED'S              MAXIMUM             INSURED'S                 MAXIMUM
ATTAINED AGE*         MONTHLY RATE         ATTAINED AGE*            MONTHLY RATE
- --------------------------------------------------------------------------------
     35                  0.14417             65                       1.85417
     36                  0.15167             66                       2.05167
     37                  0.16167             67                       2.26333
     38                  0.17250             68                       2.49333
     39                  0.18417             69                       2.74833

     40                  0.19833             70                       3.03667
     41                  0.21333             71                       3.36583
     42                  0.22917             72                       3.74583
     43                  0.24667             73                       4.17583
     44                  0.26583             74                       4.64833

     45                  0.28750             75                       5.15333
     46                  0.31083             76                       5.68667
     47                  0.33583             77                       6.24417
     48                  0.36333             78                       6.82917
     49                  0.39333             79                       7.46000

     50                  0.42750             80                       8.15667
     51                  0.46667             81                       8.93750
     52                  0.51167             82                       9.81833
     53                  0.56333             83                      10.79500
     54                  0.62083             84                      11.84833

     55                  0.68500             85                      12.95416
     56                  0.75500             86                      14.09833
     57                  0.82917             87                      15.26333
     58                  0.91167             88                      16.44416
     59                  1.00417             89                      17.65750

     60                  1.10750             90                      18.92083
     61                  1.22250             91                      20.26333
     62                  1.35500             92                      21.73500
     63                  1.50500             93                      23.47917
     64                  1.67167             94                      25.81917

                        TABLE(S) CONTINUED ON NEXT PAGE


Page 4A (99)



<PAGE>


                                                   PROCESSING DATE: JUL 10, 1999
                                                    POLICY NO. XX XXX XXX


                               TABLES(S) CONTINUED



 INSURED'S              MAXIMUM             INSURED'S                 MAXIMUM
ATTAINED AGE*         MONTHLY RATE         ATTAINED AGE*            MONTHLY RATE
- --------------------------------------------------------------------------------
     95                 29.32167             98                      62.09583
     96                 35.08250             99 and above            83.33333
     97                 45.08333
- ------------------------        ------------------------------------------------

  *  For the segment amount(s) effective on the contact date (see Segment
     Table), the Insured's attained age is the issue age found on page 3 plus
     the length of time since the contract date.

     For any segment amount(s) effective after the contract date, the Insured's
     attained age is the issue age of that segment plus the length of time since
     its effective date.

We may charge less than the maximum monthly rates. From time to time, we will
consider the need to change the rates we charge. We describe the factors we use
to determine such changes under General Provisions.

See the Basis of Computation for a description of the basis we use to compute
these rates.

- --------------------------------------------------------------------------------
                        TABLES(S) CONTINUED ON NEXT PAGE

Page 4B (99)



<PAGE>


                                                   PROCESSING DATE: JUL 10, 1999
                                                    POLICY NO. XX XXX XXX


                               TABLES(S) CONTINUED

                         TABLE OF ATTAINED AGE FACTORS

These factors are used to determine your death benefit as described under Death
Benefit Provisions.

These factors apply during each contract year starting on the contract
anniversary.


 CONTRACT                                CONTRACT
   YEAR                 FACTORS            YEAR                     FACTORS
- --------------------------------------------------------------------------------
     1                  2.50                31                       1.20
     2                  2.50                32                       1.19
     3                  2.50                33                       1.18
     4                  2.50                34                       1.17
     5                  2.50                35                       1.16

     6                  2.50                36                       1.15
     7                  2.43                37                       1.13
     8                  2.36                38                       1.11
     9                  2.29                39                       1.09
    10                  2.22                40                       1.07

    11                  2.15                41                       1.05
    12                  2.09                42                       1.05
    13                  2.03                43                       1.05
    14                  1.97                44                       1.05
    15                  1.91                45                       1.05

    16                  1.85                46                       1.05
    17                  1.78                47                       1.05
    18                  1.71                48                       1.05
    19                  1.64                49                       1.05
    20                  1.57                50                       1.05

    21                  1.50                51                       1.05
    22                  1.46                52                       1.05
    23                  1.42                53                       1.05
    24                  1.38                54                       1.05
    25                  1.34                55                       1.05

    26                  1.30                56                       1.05
    27                  1.28                57                       1.04
    28                  1.26                58                       1.03
    29                  1.24                59                       1.02
    30                  1.22                60                       1.01
                       TABLES(S) CONTINUED ON NEXT PAGE


Page 4C (99)



<PAGE>


                                                   PROCESSING DATE: JUL 10, 1999
                                                    POLICY NO. XX XXX XXX


                               TABLES(S) CONTINUED

 CONTRACT                                 CONTRACT
   YEAR                  FACTORS            YEAR                     FACTORS
- --------------------------------------------------------------------------------
     61                  1.00                64                       1.00
     62                  1.00                65                       1.00
     63                  1.00                66 and above             1.00
- --------------------------------------------------------------------------------
                                END OF TABLE(S)


Page 4D (99)



<PAGE>



- -------------------------=======================================================

                         DEFINITIONS

                         WE, OUR and US.--Pruco Life Insurance Company.

                         YOU and YOUR.--The owner(s) of the contract.

                         INSURED.--The person named as the Insured on the first
                         page. He or she need not be the owner.

                         SEC.--The Securities and Exchange Commission.

                         ISSUE DATE.--The contract date shown on the first page.

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

                         CONTRACT YEAR.--A year that starts on the contract date
                         or on an anniversary.

                         MONTHLY DATE.--The contract date and the same day as
                         the contract date in each later month.

                         CONTRACT MONTH.--A month that starts on a monthly date.

                         TARGET YEAR.--A year beginning on the effective date of
                         a basic insurance amount segment (see Segment Table)
                         and on the same day and month in a later year.

- -------------------------=======================================================

                         THE CONTRACT

       ENTIRE CONTRACT   This policy and any attached copy of the application,
                         including an application requesting a change, form the
                         entire contract. We assume that all statements in an
                         application are made to the best of the knowledge and
                         belief of the person(s) who make them; in the absence
                         of fraud, they are deemed to be representations and not
                         warranties. We rely on those statements when we issue
                         the contract and when we change it. We will not use any
                         statement, unless made in an application, to try to
                         void the contract, to contest a change, or to deny a
                         claim.

CONTRACT MODIFICATIONS   Only a Pruco Life Insurance Company officer with the
                         rank or title of vice president may agree to modify
                         this contract, and then only in writing.

      INCONTESTABILITY   Except as we state in the next sentence, we will not
                         contest this contract after it has been in force during
                         the Insured's lifetime for two years from the issue
                         date. The exceptions are: (1) non-payment of enough
                         premium to pay the required charges; and (2) any change
                         in the contract that requires our approval and that
                         would increase our liability. For any such change, we
                         will not contest the change after it has been in effect
                         for two years during the lifetime of the Insured.



                                     Page 5
(CVUL--1999)




<PAGE>



- -------------------------=======================================================

                         OWNERSHIP

                         Unless a different owner is named in the application,
                         the owner of the contract is the Insured. If a
                         different owner is named, we will show that owner in an
                         endorsement to the contract. This ownership arrangement
                         will remain in effect unless you ask us to change it.

                         You may change the ownership of the contract by sending
                         us a request in a form that meets our needs. We may ask
                         you to send us the contract to be endorsed. If we
                         receive your request in a form that meets our needs,
                         and the contract if we ask for it, we will file and
                         record the change, and it will take effect as of the
                         date you signed the request.

                         While the Insured is living, the owner, with no one
                         else's consent, is entitled to any contract benefit and
                         value, and to the exercise of any right and privilege
                         granted by the contract or by us.

- -------------------------=======================================================

                         DEATH BENEFIT PROVISIONS

                         We will pay a benefit (described below) to the
                         beneficiary at the Insured's death if this contract is
                         in force at the time of that death; that is, if it has
                         not been surrendered and it is not in default past the
                         grace period.

                         If the contract is not in default, the amount we will
                         pay will be the death benefit determined as of the date
                         of the Insured's death reduced by any contract debt
                         (described under Loans).

                         If the contract is in default, and the Insured's death
                         occurs in the grace period (described under Default),
                         we will pay the death benefit reduced by any contract
                         debt and the amount needed to pay charges through the
                         date of death.

                         If the Insured's death occurs past the grace period, no
                         death benefit is payable.

         DEATH BENEFIT   This contract has a Type A, Type B, or Type C death
                         benefit. We show the type of death benefit that applies
                         to this contract under Type of Death Benefit. We show
                         the basic insurance amount under Life Insurance on the
                         Insured. The attained age factors are shown in the
                         Table of Attained Age Factors.

                         If this contract has a Type A death benefit, the death
                         benefit on any date is equal to the greater of: (1) the
                         basic insurance amount, and (2) the contract fund
                         before deduction of any monthly charges due on that
                         date plus a return of sales charges as described under
                         Surrender, multiplied by the attained age factor that
                         applies.

                         If this contract has a Type B death benefit, the death
                         benefit on any date is equal to the greater of: (1) the
                         basic insurance amount plus the contact fund before
                         deduction of any monthly charges due on that date, and
                         (2) the contract fund before deduction of any monthly
                         charges due on that date plus a return of sales charges
                         as described under Surrender, multiplied by the
                         attained age factor that applies.

                         If this contract has a Type C death benefit, the death
                         benefit on any date is equal to the greater of: (1) the
                         basic insurance amount plus the total premiums paid
                         minus total withdrawals to this contract both
                         accumulated with interest at the rate(s) displayed in
                         the contract data pages, and (2) the contract fund
                         before deduction of any monthly charges due on that
                         date plus a return of sales charges as described under
                         Surrender, multiplied by the attained age factor that
                         applies. For the purpose of determining the Type C
                         death benefit, the total premiums paid will not include
                         any charge to reinstate this contract as described
                         under Reinstatement.

                         For the purposes of computing the death benefit, if the
                         contract fund is less than zero we will consider it to
                         be zero. Your basic insurance amount and attained age
                         factors are shown in the contract data pages.

   CHANGING THE TYPE C   You may change the interest rate for the Type C death
DEATH BENEFIT INTEREST   benefit once each contract year. You may choose a rate
                  RATE   between 0% and 8% in 1/2% increments. The change will
                         become effective on the monthly date on or after the
                         date we receive your request.


                                     Page 6
(CVUL--1999)




<PAGE>



- -------------------------=======================================================

      ADDITIONAL DEATH   This contract may provide additional benefits, which
              BENEFITS   may be payable on an Insured's death. If it does, they
                         will be listed on a contract data page in the section
                         captioned Other Benefits on the Insured, and a form
                         describing the benefit will be included in this
                         contract. Any such benefit will be payable only if the
                         contract is not in default past the grace period at the
                         time of the death.

     METHOD OF PAYMENT   You may choose to have any death benefit paid in a
                         single sum or under one of the optional modes of
                         settlement shown in the Settlement Options provision.

    NET AMOUNT AT RISK   The net amount at risk is used to determined the cost
                         of insurance as described under Adjustments to the
                         Contract Fund. It is equal to the death benefit (see
                         Death Benefit) minus the contract fund.

     SUICIDE EXCLUSION   If the Insured, whether sane or insane, dies by suicide
                         within two years from the issue date, this contract
                         will end and we will return the premiums paid, less any
                         contract debt, and less any withdrawals.

                         The following statement applies only with respect to an
                         increase in the basic insurance amount resulting from a
                         request you make in accordance with the Change in Basic
                         Insurance Amount provision of this contract. If the
                         Insured, whether sane or insane, dies by suicide after
                         two years from the issue date but within two years of
                         the effective date of an increase in the basic
                         insurance amount, we will pay, as to the increase in
                         amount, no more than the sum of the premiums paid on
                         and after the effective date of the increase.

     INTEREST ON DEATH   Any death benefit described above will be credited with
               BENEFIT   interest from the date of death in accordance with
                         applicable laws.

- -------------------------=======================================================

                         CHANGE IN BASIC INSURANCE AMOUNT

                         You may change the basic insurance amount, subject to
                         our approval and all these conditions and the
                         paragraphs that follow:

                         1.  You must ask for the change in a form that meets
                             our needs.

                         2.  The change must be one permitted by our current
                             underwriting rules.

                         3.  The amount of an increase or decrease must be at
                             least equal to the minimum increase or decrease in
                             basic insurance amount shown under Contract
                             Limitations in the contract data pages.

                         4.  The basic insurance amount after the decrease must
                             be at least equal to the minimum basic insurance
                             amount shown under Contract Limitations in the
                             contract data pages.

                         5.  If we ask you to do so, you must send us the
                             contract to be endorsed.

                         6.  You must prove to us that the Insured is insurable
                             for any increase.

                         7.  The contract must not be in default.

                         8.  We may deny any increase if it would cause the
                             number of segments shown in the Segment Table in
                             the contract data pages to exceed ninety-nine.

                         A change will take effect only if we approve your
                         request for it at our Home Office. Unless you ask us
                         otherwise, the change will take effect on the date we
                         approve it. You may request an earlier date, but it may
                         not be more than 90 days prior to the date of request.
                         If we approve the change, we will also recompute the
                         contract's charges, values and limitations. A change in
                         the basic insurance amount may also affect the amount
                         of any extra benefits this contract might have. We will
                         send you new contract data pages showing the amount and
                         effective date of the change and the recomputed
                         charges, values and limitations. If the Insured is not
                         living on the effective date, the change will not take
                         effect. We may deduct the administrative charge (shown
                         under Adjustments to the Contract Fund) for the change.


                                     Page 7
(CVUL--1999)




<PAGE>



- -------------------------=======================================================

                         COST OF INSURANCE

                         On each monthly date, we will deduct a charge for the
                         cost of insurance from the contract fund. To determine
                         the maximum charge for the cost of insurance, we use
                         the following method:

                         We determine the maximum cost of insurance rate for
                         each currently effective basic insurance segment amount
                         shown in the Segment Table in the data pages using the
                         maximum monthly rate shown under the Table of Maximum
                         Monthly Insurance Rates for the appropriate rating
                         class. If there is only one basic insurance segment
                         amount currently in effect, we multiply the rate by the
                         net amount at risk (the death benefit minus the
                         contract fund) divided by $1000 to compute the maximum
                         charge for the cost of insurance.

                         If there are two or more basic insurance segments
                         currently in effect, we first allocate the total net
                         amount at risk (the death benefit minus the contract
                         fund) to each basic insurance segment based on the
                         proportion of its basic insurance amount to the total
                         of all basic insurance segment amounts currently in
                         effect. We multiply the rate by the allocated net
                         amount at risk divided by $1000 for each basic
                         insurance segment and add the results to determine the
                         total maximum charge for the cost of insurance.

- -------------------------=======================================================

                         CHANGING THE TYPE OF DEATH BENEFIT

                         This contract has a Type A, a Type B, or a Type C death
                         benefit (See Death Benefit). Subject to our approval,
                         you may change the type of death benefit. Except as we
                         state below, we will adjust the basic insurance amount
                         so that the death benefit immediately after the change
                         will remain the same as the death benefit immediately
                         before the change. If the basic insurance amount is
                         scheduled to change in the future (see Life Insurance
                         on the Insured in the contract data pages), we will
                         similarly adjust those future basic insurance amounts.
                         When changing to the Type C death benefit, you may
                         choose an interest rate between 0% and 8% in 1/2%
                         increments. Interest will begin to accumulate on the
                         day the change takes effect. When changing to or from a
                         Type C death benefit, we will not add any charge to
                         reinstate to the total premiums paid on this contract.

           TYPE A TO B   If you are changing from a Type A to a Type B death
                         benefit, we will reduce the basic insurance amount by
                         the contract fund on the date the change takes effect.

           TYPE A TO C   If you are changing from a Type A to a Type C death
                         benefit, we will change the basic insurance amount by
                         subtracting the total premiums paid on this contract
                         minus total withdrawals on the date the change takes
                         effect.

           TYPE B TO A   If you are changing from a Type B to a Type A death
                         benefit, we will increase the basic insurance amount by
                         the contract fund on the date the change takes effect.

           TYPE B TO C   If you are changing from a Type B to a Type C death
                         benefit, we first find the difference between (1) the
                         contract fund and (2) the total premiums paid on the
                         contract minus total withdrawals, determined on the
                         date the change takes effect. If (1) is larger than
                         (2), we will increase the basic insurance amount by
                         that difference. If (2) is large than (1), we will
                         reduce the basic insurance amount by that difference.

           TYPE C TO A   If you are changing from a Type C to a Type A death
                         benefit, we will change the basic insurance amount by
                         adding the total premiums paid minus total withdrawals
                         to this contract both accumulated with interest at the
                         rate(s) displayed in the contract data pages on the
                         date the change takes effect.

           TYPE C TO B   If you are changing from a Type C to a Type B death
                         benefit, we first find the difference between (1) the
                         contract fund and (2) the total premiums paid minus
                         total withdrawals to this contract both accumulated
                         with interest at the rate(s) displayed in the contract
                         data pages on the date the change takes effect. If (2)
                         is larger than (1), we will increase the basic
                         insurance amount by that difference. If (1) is larger
                         than (2), we will reduce the basic insurance amount by
                         that difference.


                                     Page 8
(CVUL--1999)

<PAGE>


                         If the change in the type of death benefit results in a
                         reduction in the basic insurance amount, the basic
                         insurance amount after the decrease must be at least
                         equal to the minimum basic insurance amount, which we
                         show under Contract Limitations in the contract data
                         pages.

                         A change in the type of death benefit will take effect
                         only if we approve your request at our Home Office. If
                         we approve the change, we will recompute the contract's
                         charges, values and limitations shown in the contract
                         data pages. The change will take effect on the monthly
                         date that coincides with or next follows the date we
                         approve your request. We will send you new contract
                         data pages showing the amount and effective date of the
                         change in basic insurance amount and the recomputed
                         charges, values and limitations.

                         Your request for a change must be in a form that meets
                         our needs. We may require you to send us this contract
                         before we make the change.

- -------------------------=======================================================

                         BENEFICIARY

                         You may designate or change a beneficiary by sending us
                         a request in a form that meets our needs. We may ask
                         you to send us the contract to be endorsed. If we
                         receive your request, and the contract if we ask for
                         it, we will file and record the change and it will take
                         effect as of the date you signed the request. But if we
                         make any payment(s) before we receive the request, we
                         will not have to make the payment(s) again. Any
                         beneficiary's interest is subject to the rights of any
                         assignee we know of.

                         When a beneficiary is designated, any relationship
                         shown is to the Insured, unless otherwise stated. To
                         show priority, we may use numbered classes, so that the
                         class with first priority is called class 1, the class
                         with next priority is called class 2, and so on. When
                         we use numbered classes, these statements apply to
                         beneficiaries unless the form states otherwise.

                         1.  One who survives the Insured will have the right to
                             be paid only if no one in a prior class survives
                             the Insured.

                         2.  One who has the right to be paid will be the only
                             one paid if no one else in the same class survives
                             the Insured.

                         3.  Two or more in the same class who have the right to
                             be paid will be paid in equal shares.

                         4.  If no beneficiary survives the Insured, we will pay
                             in one sum to the Insured's estate.

                         Before we make a payment, we have the right to decide
                         what proof we need of the identity, age, or other facts
                         about any persons designated as beneficiaries. If
                         beneficiaries are not designated by name and we make
                         payment(s) based on that proof, we will not have to
                         make the payment(s) again.


                                     Page 9
(CVUL--1999)




<PAGE>



- -------------------------=======================================================

                         PREMIUM PAYMENT

   PAYMENT OF PREMIUMS   The minimum initial premium shown in the contract data
                         pages is due on or before the contract date. There is
                         no insurance under this contract until that premium is
                         paid. We may require an additional premium if
                         adjustments to premium payments plus any contract fund
                         charges due on or before the payment date exceed the
                         minimum initial premium.

                         Subject to the limitations below, additional premiums
                         may be paid at any time during the Insured's lifetime
                         as long as the contract is not in default beyond the
                         grace period. Premiums may be paid at one of our
                         offices or to one of our authorized representatives. We
                         will give a signed receipt upon request. The minimum
                         premium we will accept is shown on a contract data
                         page. We have the right to refuse to accept a premium
                         payment that would in our opinion cause this contract
                         to fail to qualify as life insurance under applicable
                         tax law. We also have the right to refuse to accept any
                         payment that increases the death benefit by more than
                         it increases the contract fund.

      INVESTED PREMIUM   The invested premium amount is the portion of each
                AMOUNT   premium you pay that we add to the contract fund. It
                         is equal to the premium paid minus the adjustments to
                         premium payments shown under Adjustments to Premium
                         Payments on a contract data page.

      CHARGE FOR SALES   We subtract a charge for sales expenses from each
              EXPENSES   premium paid.

                         If, on the day we receive a premium, the total of all
                         effective segment allocation amounts is greater than
                         zero (see the Segment Table), we may deduct a sales
                         expense charge of up to 15% on all or a portion of the
                         premium and a charge of up to 2% on any remainder.

                         To determine the premium amount subject to the 15%
                         maximum rate, we use the following method:

                         1.  We allocate the premium to each basic insurance
                             segment based on the proportion of its segment
                             allocation amount to the total of all segment
                             allocation amounts currently in effect.

                         2.  We determine the amount of any premium previously
                             allocated to each basic insurance segment during
                             the current Target Year. We subtract this amount,
                             if any, from the segment allocation amount of each
                             such basic insurance segment. If the result is less
                             than zero, we consider it to be zero.

                         We take the lesser of the amounts determined in (1) and
                         (2) above for each basic insurance segment currently in
                         effect and add them together. The total is the amount
                         of the premium subject to the maximum 15% rate. If the
                         premium is greater than this total, the excess will be
                         subject to the maximum 2% rate.

                         If, on the day we receive a premium, the total of all
                         effective segment allocation amounts is zero (see the
                         Segment Table), we will deduct a sales expense charge
                         of up to 2% of the entire premium amount.

 CREDITING THE INITIAL   If we receive the first premium payment on or before
       PREMIUM PAYMENT   the contract date, we will credit the invested premium
                         amount to the contract fund on the contract date.

                         If we receive the first premium payment after the
                         contract date, we will credit the premium amount to the
                         contract fund on the payment date.

           ALLOCATIONS   We will allocate 100% of any invested premium into the
                         Money Market Investment Option until the end of the
                         Right to Cancel Contract period described on the
                         contract jacket. At the end of this period, unless you
                         ask us otherwise, we will re-allocate the amount in the
                         Money market Investment Option in accordance with the
                         Initial Allocation of Invested Premium Amounts shown in
                         the contract data pages.

                         You may allocate all or a part of your invested premium
                         amount to one or more of the variable investment
                         options listed in the contract data pages. You may
                         choose to allocate nothing to a particular variable
                         investment option. You may not choose a fractional
                         percentage.


                                    Page 10
(CVUL--1999)




<PAGE>



                         The initial allocation of invested premium amounts is
                         shown on a contract data page. You may change the
                         allocation for future invested premium amounts at any
                         time if the contract is not in default. To change your
                         allocation, simply notify us in a form that meets our
                         needs. The change will take effect on the date we
                         receive your notice; we will send you a confirmation of
                         the transaction.

- -------------------------=======================================================

                         CONTRACT FUND

                         When you make your first premium payment, the invested
                         premium amount, less any charges due on or before that
                         day, becomes your contract fund. Amounts are added and
                         subtracted from the contract fund as shown under
                         Adjustments to the Contract Fund in the contract data
                         pages. The contract fund is used to pay charges under
                         this contract and will determine, in part, whether this
                         contract will remain in force or go into default. The
                         contract fund is also used to determine your loan and
                         surrender values, the amount you may withdraw, and the
                         death benefit.

- -------------------------=======================================================

                         DEFAULT

                         On each monthly date, we will determine the net cash
                         value. If the net cash value is greater than zero, the
                         contract will remain in force until the next monthly
                         date. If the net cash value is zero or less, the
                         contract is in default.

     NOTICE OF DEFAULT   If the contract is in default, we will mail you a
                         notice stating the amount we will need to keep the
                         contract in force. That amount will equal a premium
                         which we estimate will keep the contract in force for
                         three months from the date of default. We grant a 61
                         day grace period from the date we mail the notice to
                         pay this charge. The contract will remain in force
                         during this period. If that amount is not paid to us by
                         the end of the 61-day grace period, the contract will
                         end and have no value.

- -------------------------=======================================================

                         REINSTATEMENT

                         If this contract ends without value, as described under
                         Default, you may reinstate it. The following conditions
                         must be satisfied:

                         1.  The contract must not have been in default for more
                             than 5 years.

                         2.  You must prove to us that the Insured is insurable
                             for the contract.

                         3.  You must pay us a charge equal to: (a) an amount,
                             if any, required to bring the contract fund to zero
                             on the date the contract went into default, plus
                             (b) the deductions from the contract fund during
                             the grace period following the date of default,
                             plus (c) a premium that we estimate will be
                             sufficient after administrative charges to cover
                             the deductions from the contract fund for three
                             monthly dates starting on the date of
                             reinstatement.

                         4.  Any contract debt (with interest to date at the
                             rate(s) we set for loans as we state under Loans)
                             must be restored or paid back. If that debt with
                             interest would exceed the loan value of the
                             reinstated contract, the excess must be paid to us
                             before reinstatement.

                         The date of reinstatement will be the beginning of the
                         contract month that coincides with or next follows the
                         date we approve your request. We will deduct all
                         required charges from your payment and put the balance
                         in your contract fund.


                                    Page 11
(CVUL--1999)




<PAGE>



- -------------------------=======================================================

                         SEPARATE ACCOUNT

      SEPARATE ACCOUNT   The words "separate account," when we use them in this
                         contract without qualification, mean any separate
                         account we establish to support variable life insurance
                         contracts like this one. We list the separate accounts
                         available to you in the contract data pages. We may
                         establish additional separate accounts. We will notify
                         you within one year if we do so.

   VARIABLE INVESTMENT   A separate account may offer one or more variable
               OPTIONS   investment options. We list them in the contract data
                         pages. We may establish additional variable investment
                         options. We will notify you within one year if we do
                         so. We may also eliminate existing variable investment
                         options, but only with the consent of the SEC and,
                         where required, of the insurance regulator of our state
                         of domicile and/or where this contract is delivered.

                         Income and realized and unrealized gains and losses
                         from assets in each variable investment option are
                         credited to, or charged against, that variable
                         investment option. This is without regard to income,
                         gains, or losses in other variable investment options.

      SEPARATE ACCOUNT   We may invest the assets of different separate accounts
           INVESTMENTS   in different ways. But we will do so only with the
                         consent of the SEC and, where required, of the
                         insurance regulator of our state of domicile and/or
                         where this contract is delivered.

                         The assets of the separate account shall be available
                         to cover the liabilities of the general account only to
                         the extent that the assets exceed the liabilities of
                         the separate account arising under the variable life
                         insurance policies supported by the separate account.

                         We will determine the value of the assets in each
                         separate account registered with the SEC under the
                         Investment Company Act of 1940 and any variable
                         investment option on each day the New York Stock
                         Exchange is open for business.


                                    Page 12
(CVUL--1999)




<PAGE>



- -------------------------=======================================================

                         TRANSFERS

                         You have the right to transfer amounts into or out of
                         variable investment options up to twelve times in each
                         contract year without charge if the contract is not in
                         default. Additional transfers may be made during each
                         contract year, but only with our consent. We may charge
                         for additional transfers as we state under Adjustments
                         to the Contract Fund.

                         We may restrict the number, timing and amount of
                         transfers in accordance with our rules if your transfer
                         activity is determined by us to be disruptive to the
                         variable investment option or to the disadvantage of
                         other contract owners. We may prohibit transfer
                         requests made by an individual acting under a power of
                         attorney on behalf of more than one contract owner.

                         To make a transfer, you must ask us in a form that
                         meets our needs. Unless otherwise restricted, the
                         transfer will take effect on the date we receive your
                         notice at our Home Office.

- -------------------------=======================================================

                         SURRENDER

                         You may surrender this contract for its net cash value.
                         To do so, you must ask us in a form that meets our
                         needs. We may require you to send us the contract.

                         We will usually pay any net cash value within seven
                         days after we receive your request and the contract (if
                         we require it) at our Home Office. But we have the
                         right to postpone paying you the part of the net cash
                         value that is to come from any variable investment
                         option provided by a separate account registered under
                         the Investment Company Act of 1940 if: (1) the New York
                         Stock Exchange is closed; or (2) the SEC requires that
                         trading be restricted or declares an emergency.

            CASH VALUE   The cash value at any time is the contract fund.

        NET CASH VALUE   The net cash value at any time is the cash value less
                         any contract debt.

                         If the contract is in default, the net cash value is
                         zero.

       RETURN OF SALES   If the contract is not in default, we will, upon
               CHARGES   surrender within four years of the contract date,
                         return 50% of any sales charges we deducted from
                         premiums paid within 24 months prior to the date we
                         receive your surrender request at our Home Office.


                                    Page 13
(CVUL--1999)




<PAGE>



- -------------------------=======================================================

                         WITHDRAWALS

                         You may make withdrawals from the contract subject to
                         all these conditions and the paragraph that follows:

                         1.  You must ask for the withdrawal in a form that
                             meets our needs.

                         2.  The net cash value after withdrawal may not be less
                             than or equal to zero after deducting any charges
                             associated with the withdrawal.

                         3.  You may not withdraw less than the minimum amount
                             shown under Contract Limitations.

                         4.  The basic insurance amount after withdrawals must
                             be at least equal to the minimum basic insurance
                             amount shown under Contract Limitations.

                         5.  If you have a type A death benefit, we may ask for
                             proof that the Insured is insurable for an increase
                             in the net amount at risk. See Effect on Basic
                             Insurance Amount for details.

                         Any amount withdrawn may not be repaid except as a
                         premium subject to charges.

    EFFECT ON CONTRACT   On the date we approve your request for withdrawal, we
                  FUND   will reduce your contract fund by the withdrawal amount
                         and any charges listed under Adjustments to the
                         Contract Fund. Unless you request otherwise, we will
                         take any withdrawal proportionately from all variable
                         investment options that apply to the contract.

                         We may charge an administrative fee as stated under
                         Adjustments to the Contract Fund.

       EFFECT ON BASIC   If you have a Type B or Type C death benefit,
      INSURANCE AMOUNT   withdrawals will not affect the basic insurance amount.

                         If you have a Type A death benefit and the withdrawal
                         would cause the net amount at risk (see Net Amount at
                         Risk) to increase, you must prove to us that the
                         Insured is insurable for the increase. Otherwise, we
                         will reduce the basic insurance amount and,
                         consequently, your death benefit to offset this
                         increase. If the basic insurance amount is scheduled to
                         change (see Life Insurance on the Insured in the
                         Contract Data pages), we will similarly adjust all
                         remaining basic insurance amounts. The reduction in the
                         basic insurance amount will never be more than the
                         withdrawal amount. If we reduce the basic insurance
                         amount, we will recompute the contract's charges,
                         values and limitations. We will send you new contract
                         data pages showing these changes.

                         We will usually pay any withdrawal amount within seven
                         days after we receive your request and the contract (if
                         we require it) at our Home Office. But we have the
                         right to postpone paying you the part of the withdrawal
                         that is to come from any variable investment option
                         provided by a separate account registered under the
                         Investment Company Act of 1940 if: (1) the New York
                         Stock Exchange is closed; or (2) the SEC requires that
                         trading be restricted or declares an emergency.


                                    Page 14
(CVUL--1999)




<PAGE>



- -------------------------=======================================================

                         LOANS

                         Subject to the minimum loan requirement and the
                         requirements of this provision, you may at any time
                         borrow any amount up to the current loan value less any
                         existing contract debt.

            LOAN VALUE   If the contract is not in default, the loan value at
                         any time is equal to 90% of the cash value.

                         If the contract is in default, it has no loan value.

         CONTRACT DEBT   Contract debt at any time means the loan on the
                         contract at that time, plus the interest we have
                         charged that is not yet due and that we have not yet
                         added to the loan.

     LOAN REQUIREMENTS   For us to approve a loan, the following requirements
                         must be met: you must assign this contract to us as
                         sole security for the loan; the Insured must be living;
                         and the resulting contract debt must not be more than
                         the loan value.

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

       INTEREST CHARGE   We will charge interest daily on any loan. Interest is
                         due on each contract anniversary, or when the loan is
                         paid back, whichever comes first. If interest is not
                         paid when due, it becomes part of the loan. Then we
                         start to charge interest on it, too. Except as stated
                         below, we charge interest at an effective annual rate
                         shown under Loan Interest Rate in the contract data
                         pages.

        PREFERRED LOAN   Unless you ask us otherwise, a portion of the amount
                         you may borrow on or after the 10th contract
                         anniversary will be considered a Preferred Loan up to
                         an amount equal to the maximum preferred loan amount
                         described below. Preferred Loans are charged interest
                         at an effective annual rate shown under Preferred Loan
                         Interest Rate in the contract data pages.

     MAXIMUM PREFERRED   The maximum preferred loan amount available starting on
           LOAN AMOUNT   the 10th contract anniversary is (A) minus (B), where
                         (A) is the total amount you may borrow, and (B) is the
                         total premiums paid less total withdrawals, if any. If
                         (B) is less than zero, we will consider it to be zero.

    EFFECT ON CONTRACT   When you take a loan, the amount of the loan continues
                  FUND   to be a part of the contract fund and is credited with
                         interest at an effective rate of 4% a year.

                         We will reduce the portion of the contract fund
                         allocated to the variable investment options by the
                         amount you borrow, and by loan interest that becomes
                         part of the loan if it is not paid when due.

                         We will take any loan proportionately from all variable
                         investment options that apply to the contract unless
                         you ask us otherwise.

                         On each monthly date, if there is a contract loan
                         outstanding, we will increase the portion of the
                         contract fund in the variable investment options by
                         interest credits accrued on the loan since the last
                         monthly date. When you repay all or part of a loan, we
                         will increase the portion of the contract fund in the
                         variable investment options by the amount of that
                         repayment plus the interest credits accrued on the loan
                         since the last transaction date. To do this, we will
                         use your investment allocation for future premium
                         payments on file as of the loan payment date. We will
                         also decrease the portion of the contract fund on which
                         we credit the guaranteed interest rate of 4% a year by
                         the amount of loan you repay.

                         We will not increase the portion of the contract fund
                         allocated to the variable investment options by loan
                         interest that is paid before we make it part of the
                         loan. We reserve the right to change the manner in
                         which we allocate loan repayments. If we make such a
                         change, we will do so for all contracts like this one.
                         We will send you notice of any change.


                                    Page 15
(CVUL--1999)




<PAGE>



- -------------------------=======================================================

                         GENERAL PROVISIONS

         ANNUAL REPORT   At least once each contract year we will send you a
                         report. It will show: the death benefit; the amount of
                         the contract fund in each variable investment option;
                         the net cash value; any contract debt and the interest
                         rate we are charging; premiums paid, investment
                         results, charges deducted, and withdrawals taken since
                         the last report. The report may also show any other
                         data that may be required where this contract is
                         delivered.

      PAYMENT OF DEATH   If we settle the contract in one sum as a death claim
                 CLAIM   we will usually pay the proceeds within seven days
                         after we receive at our Home Office proof of the
                         Insured's death and any other information we need to
                         pay the claim. But we have the right to postpone paying
                         the part of the proceeds that is to come from a
                         variable investment option provided by a separate
                         account registered under the Investment Company Act of
                         1940 if: (1) the New York Stock Exchange is closed; or
                         (2) the SEC requires that trading be restricted or
                         declares an emergency.

              CURRENCY   Any money we pay, or that is paid to us, must be in
                         United States currency. Any amount we owe will be
                         payable at our Corporate Office.

       MISSTATEMENT OF   If the Insured's stated age or sex or both are not
            AGE OR SEX   correct, we will change each benefit and any amount to
                         be paid to what the most recent deductions from the
                         contract fund would have provided at the Insured's
                         correct age and sex.

            ASSIGNMENT   We will not be deemed to know of an assignment unless
                         we receive it, or a copy of it, at our Home Office. We
                         are not obliged to see that an assignment is valid or
                         sufficient. This contract may not be assigned to any
                         employee benefit plan or program without our consent.
                         This contract may not be assigned if such assignment
                         would violate any federal, state, or local law or
                         regulation prohibiting sex distinct rates for
                         insurance.

        CHANGE IN PLAN   You may be able to have this contract changed to
                         another plan of life insurance. Any change may be made
                         only if we consent, and will be subject to conditions
                         and charges that are then determined.

    FACTORS SUBJECT TO   Charges deducted from premium payments and the contract
                CHANGE   fund may change from time to time, subject to the
                         maximums shown in the contract data pages. In deciding
                         whether to change any of these charges, we will
                         periodically consider factors such as mortality,
                         persistency, expenses, taxes and interest and/or
                         investment experience to see if a change in our
                         assumptions is needed. Changes in factors will be by
                         class.

     NON-PARTICIPATING   This contract will not share in our profits or surplus
                         earnings. We will pay no dividends on it.

    APPLICABLE TAX LAW   This contract has been designed to satisfy the
                         definition of life insurance for Federal income tax
                         purposes under Section 7702 of the Internal Revenue
                         Code of 1986, as amended. We reserve the right,
                         however, to decline any change we determine would cause
                         this contract to fail to qualify as life insurance
                         under the applicable tax law. This includes, but is not
                         limited to, changing the basic insurance amount,
                         withdrawals, and changing the type of death benefit. We
                         have the right to change this contract, to require
                         additional premium payments, or to make distributions
                         from this contract to the extent necessary to continue
                         to qualify this contract as life insurance. We also
                         have the right to refuse to accept a premium payment
                         that would in our opinion cause this contract to fail
                         to qualify as life insurance under applicable tax law.


                                    Page 16
(CVUL--1999)




<PAGE>



- -------------------------=======================================================

                         BASIS OF COMPUTATION

   MORTALITY BASIS AND   We compute maximum monthly insurance rates using:
         INTEREST RATE

                         1.  the Commissioners 1980 Standard Ordinary Smoker and
                             Nonsmoker Mortality Tables without Ten Year Select
                             Mortality Factors;

                         2.  the rating class of the Insured;

                         3.  the issue age of the Insured and the length of time
                             since the contract date or segment effective date;

                         4.  age last birthday; and

                         5.  an effective interest rate of 4% a year.

  MINIMUM LEGAL VALUES   The surrender values provided by this contract are at
                         least as large as those set by law where it is
                         delivered. Where required, we have given the insurance
                         regulator a detailed statement of how we compute values
                         and benefits.


                                    Page 17
(CVUL--1999)




<PAGE>



- -------------------------=======================================================

                         SETTLEMENT OPTIONS

     OPTIONS DESCRIBED   You may choose to have the proceeds (that is, any death
                         benefit or any amount payable upon surrender of the
                         contract) paid in a single sum or under one of the
                         optional modes of settlement described below.

                         If the person who is to receive the proceeds of this
                         contract wishes to take advantage of one of these
                         optional modes, we will furnish, on request, details of
                         the options we describe below or any others we may have
                         available at the time the proceeds become payable.

 OPTION 1 (INSTALLMENTS  We will make equal payments for up to 25 years. The
   FOR A FIXED PERIOD)   Option 1 Table shows the minimum amounts we will pay.

OPTION 2 (LIFE INCOME)   We will make equal monthly payments for as long as the
                         person on whose life the settlement is based lives,
                         with payments certain for 120 months or until the sum
                         of the payments equals the amount put under this
                         option. The Option 2 Table shows the minimum amounts we
                         will pay. But, we must have proof of the date of birth
                         of the person on whose life the settlement is based.
                         The settlement will share in our surplus to the extent
                         and in the way we decide.

    OPTION 3 (INTEREST   We will hold an amount at interest. We will pay the
              PAYMENT)   interest annually, semi-annually, quarterly, or
                         monthly.

 OPTION 4 (INSTALLMENTS  We will make equal annual, semi-annual, quarterly, or
    OF A FIXED AMOUNT)   monthly payments for as long as the available proceeds
                         provide.

        OPTION 5 (NON-   We will make payments like those of any annuity we then
 PARTICIPATING INCOME)   regularly issue that: (1) is based on United States
                         currency; (2) is bought by a single sum; (3) does not
                         provide for dividends; and (4) does not normally
                         provide for deferral of the first payment. Each payment
                         will be at least equal to what we would pay under that
                         kind of annuity with its first payment due on its
                         contract date. If a life income is chosen, we must have
                         proof of the date of birth of any person on whose life
                         the option is based. Option 5 cannot be chosen more
                         than 30 days before the due date of the first payment.

         INTEREST RATE   Payments under Options 1 and 4 will be calculated
                         assuming an effective interest rate of at least 3-1/2%
                         a year. Under Option 3 it will be at an effective rate
                         of at least 3% a year.


                                    Page 18
(CVUL--1999)




<PAGE>


- -------------------------=======================================================

                           SETTLEMENT OPTIONS TABLES

     OPTION 1 TABLE
- ---------------------------
    MINIMUM AMOUNT OF
   MONTHLY PAYMENT FOR
  EACH $1,000, THE FIRST
   PAYABLE IMMEDIATELY
- ---------------------------
   Number       Monthly
  of Years      Payment
- ---------------------------

     1          $84.65
     2           43.05
     3           29.19
     4           22.27
     5           18.12

     6           15.35
     7           13.38
     8           11.90
     9           10.75
    10            9.83

    11            9.09
    12            8.46
    13            7.94
    14            7.49
    15            7.10

    16            6.76
    17            6.47
    18            6.20
    19            5.97
    20            5.75

    21            5.56
    22            5.39
    23            5.24
    24            5.09
    25            4.96

- ---------------------------
Multiply the monthly amount
by 2.989 for quarterly,
5.952 for semi-annual or
11.804 for annual.
- ---------------------------


<TABLE>
<CAPTION>
                                      OPTION 2 TABLE
- ------------------------------------------------------------------------------------------------
                  MINIMUM AMOUNT OF MONTHLY PAYMENT FOR EACH $1,000, THE FIRST
                                   PAYABLE IMMEDIATELY
- ------------------------------------------------------------------------------------------------
                   KIND OF LIFE INCOME                               KIND OF LIFE INCOME
          ------------------------------------              ------------------------------------
  AGE            10-Year          Instalment        AGE            10-Year          Instalment
  LAST           Certain            Refund          LAST           Certain            Refund
BIRTHDAY    Male      Female    Male    Female    BIRTHDAY    Male      Female    Male    Female
- ----------------------------------------------    ----------------------------------------------
<S>        <C>        <C>      <C>      <C>        <C>       <C>        <C>      <C>      <C>
    10     $3.18      $3.11    $3.17    $3.10         45     $4.06      $3.82    $3.99    $3.78
and under                                             46      4.12       3.86     4.03     3.81
    11      3.19       3.12     3.18     3.11         47      4.17       3.90     4.08     3.85
    12      3.20       3.13     3.19     3.12         48      4.23       3.94     4.13     3.90
    13      3.21       3.14     3.20     3.13         49      4.28       3.99     4.18     3.94
    14      3.22       3.15     3.21     3.14
                                                      50      4.35       4.04     4.24     3.98
    15      3.24       3.16     3.23     3.15         51      4.41       4.09     4.29     4.03
    16      3.25       3.17     3.24     3.16         52      4.48       4.15     4.36     4.08
    17      3.27       3.19     3.25     3.18         53      4.55       4.21     4.41     4.13
    18      3.28       3.20     3.27     3.19         54      4.62       4.27     4.48     4.19
    19      3.30       3.21     3.28     3.20
                                                      55      4.70       4.33     4.55     4.24
    20      3.31       3.22     3.30     3.21         56      4.78       4.40     4.62     4.30
    21      3.33       3.24     3.32     3.23         57      4.86       4.47     4.69     4.37
    22      3.35       3.25     3.33     3.24         58      4.95       4.54     4.77     4.43
    23      3.36       3.26     3.35     3.25         59      5.05       4.62     4.86     4.50
    24      3.38       3.28     3.37     3.27
                                                      60      5.15       4.71     4.94     4.58
    25      3.40       3.30     3.39     3.29         61      5.25       4.79     5.03     4.66
    26      3.42       3.31     3.41     3.30         62      5.36       4.89     5.13     4.74
    27      3.45       3.33     3.43     3.32         63      5.48       4.98     5.23     4.82
    28      3.47       3.35     3.45     3.34         64      5.60       5.09     5.34     4.92
    29      3.49       3.37     3.47     3.35
                                                      65      5.73       5.20     5.45     5.01
    30      3.52       3.39     3.49     3.37         66      5.87       5.31     5.57     5.11
    31      3.54       3.41     3.52     3.39         67      6.01       5.43     5.70     5.22
    32      3.57       3.43     3.54     3.41         68      6.15       5.56     5.83     5.34
    33      3.60       3.45     3.57     3.44         69      6.30       5.70     5.97     5.46
    34      3.63       3.47     3.60     3.46
                                                      70      6.46       5.84     6.11     5.58
    35      3.66       3.50     3.63     3.48         71      6.62       5.99     6.27     5.72
    36      3.69       3.52     3.66     3.50         72      6.79       6.15     6.43     5.86
    37      3.72       3.55     3.69     3.53         73      6.96       6.31     6.60     6.01
    38      3.76       3.58     3.72     3.56         74      7.13       6.49     6.78     6.18
    39      3.80       3.61     3.75     3.58
                                                      75      7.30       6.67     6.97     6.35
    40      3.84       3.64     3.79     3.61         76      7.48       6.85     7.17     6.53
    41      3.88       3.67     3.82     3.64         77      7.66       7.04     7.38     6.72
    42      3.92       3.70     3.86     3.67         78      7.83       7.24     7.60     6.93
    43      3.97       3.74     3.90     3.71         79      8.00       7.44     7.83     7.15
    44      4.01       3.78     3.94     3.74
                                                      80      8.17       7.64     8.07     7.38
                                                  and over
</TABLE>


                                    Page 19
(CVUL--1999)


<PAGE>






















FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY. INSURANCE PAYABLE ONLY UPON
DEATH. CASH VALUES REFLECT PREMIUM PAYMENTS, INVESTMENT RESULTS, AND CHARGES.
NON-PARTICIPATING.



                                    Page 20
CVUL--1999









[LOGO] PRUDENTIAL                                 APPLICATION FOR LIFE INSURANCE
                                                                OR POLICY CHANGE

[ ] The Prudential Insurance Company of America
[X] Pruco Life Insurance Company, A SUBSIDIARY OF
    THE PRUDENTIAL INSURANCE COMPANY OF AMERICA

PART 1        POLICY NUMBER  XX XXX XXX         [ ]CHECK HERE IF POLICY CHANGE.
================================================================================
A ABOUT THE   1. Name of primary proposed insured (OR CURRENT INSURED PERSON, IF
  PRIMARY        POLICY CHANGE)                  John Doe
  PROPOSED       --------------------------------------------------------------
  INSURED        (FIRST NAME, MIDDLE INITIAL, LAST NAME)

              2. Social Security number  XXX-XX-XXXX
                                       --------------------------
              3. Sex  [ ] female    [X] male

              4. Marital status  [ ] single  [X] married  [ ] widowed
                 [ ] separated  [ ] divorced

              5. Date of birth  3/1/64
                                --------------
                                month day year
              6. Age   35
                       --
              7. State of birth (COUNTRY IF NOT U.S.)  (name of State)
                                                       ---------------
              8. Billing address  123 Main Street, Any City, Any State  XXXXX
                                  ---------------------------------------------
                                  (STREET, CITY, STATE, ZIP)

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

              9. Home address   _______________________________________________
                 (IF DIFFERENT) (STREET, CITY, STATE, ZIP)

                                _______________________________________________

             10. Home telephone number      (XXX) XXX-XXXX
                                             ---------------------
             11. Business telephone number  (XXX) XXX-XXXX
                                             ---------------------
             12. Current employer    ABC Company
                                  ---------------------------------------------

             13. List all existing life insurance coverage. [ ] Check here if
                 none.
                                           Year      Type of        To be
             Company             Amount    Issued    insurance      replaced?
             ----------------------------------------------------------------
                                                     [ ] Individual  [ ] Yes
                                 $                   [ ] Group       [ ] No
             ----------------------------------------------------------------
                                                     [ ] Individual  [ ] Yes
                                 $                   [ ] Group       [ ] No
             ----------------------------------------------------------------
                                                     [ ] Individual  [ ] Yes
                                 $                   [ ] Group       [ ] No
             ----------------------------------------------------------------
                                                     [ ] Individual  [ ] Yes
                                 $                   [ ] Group       [ ] No
             ----------------------------------------------------------------
                                                     [ ] Individual  [ ] Yes
                                 $                   [ ] Group       [ ] No
             ----------------------------------------------------------------
================================================================================
<TABLE>
<CAPTION>
B ALL OTHER    Name           relationship to primary     sex     date of birth    age     state of birth     total life insurance
  PROPOSED     (FIRST,        proposed insured            (F/M)   (M/D/Y)                  (COUNTRY IF NOT    in all companies
  INSUREDS     INITIAL, LAST)                                                              U.S.)
<S>            <C>            <C>                         <C>     <C>              <C>     <C>                <C>
  (INCLUDE     ___________________________________________________________________________________________________________________
  APPLICANT IF ___________________________________________________________________________________________________________________
  REQUESTING   ___________________________________________________________________________________________________________________
  APPLICANT'S  ___________________________________________________________________________________________________________________
  WAIVER OF    ___________________________________________________________________________________________________________________
  PREMIUM      ___________________________________________________________________________________________________________________
  [AWP]        ___________________________________________________________________________________________________________________
  BENEFIT)     ___________________________________________________________________________________________________________________
               ___________________________________________________________________________________________________________________
               ___________________________________________________________________________________________________________________
</TABLE>
================================================================================
ORD 96200-98



<PAGE>


PART 1                           APPLICATION FOR LIFE INSURANCE OR POLICY CHANGE
================================================================================
C COVERAGE     1. Plan of insurance   Variable Universal Life
  INFORMATION                         ------------------------------------------
                  if applicable to the plan, check one. [ ] Level Death Benefit
                                                      [X] Variable Death Benefit
               2. Initial amount of insurance     $100,000
                                                  -----------------
               3. Supplementary benefits and riders
                  [ ] Waiver of Premium
                  [ ] Accidental Death Benefit  $_________________
                  [ ] Applicant's Waiver of Premium
                  [ ] Option to Purchase Additional Insurance (OPAI) $__________
                  [ ] Automatic Premium Loan
                  [ ] Option to Purchase Paid-up Life Insurance Additions
                      (INCLUDE DETAILS IN SECTION G, SPECIAL REQUESTS)
                  [ ] Acceleration of Death Benefits
                      (Living Needs Benefit)

                  Other riders and benefits (INDICATE AMOUNT WHERE APPLICABLE)
                  ______________________________________________________________
                  ______________________________________________________________
                  ______________________________________________________________
                  ______________________________________________________________
================================================================================
D BENEFICIARIES 1. BENEFICIARY INFORMATION   Relationship to primary
  AND                       Name             proposed insured              Age
  OWNERSHIP                 --------------------------------------------------
  (IF TRUST,    Primary     Mary Doe         Spouse                        35
  PROVIDE NAME  (CLASS 1)   --------------------------------------------------
  OF TRUST,                 __________________________________________________
  TRUSTEE AND   Contingent  Robert Doe       Son                           10
  DATE OF       (CLASS 2)   --------------------------------------------------
  TRUST)                    __________________________________________________

                2. Is the policyowner someone other than the primary proposed
                   insured?  [ ] Yes  [X] No
                   (IF YES, PROVIDE INFORMATION REQUESTED BELOW.)
                   Name __________________________________Date of birth __/__/__
                      (FIRST NAME, MIDDLE INITIAL, LAST NAME)     MONTH DAY YEAR

                   Address _____________________________________________________
                           (STREET, CITY, STATE, ZIP)
                           _____________________________________________________

================================================================================
E PAYMENT       1a. Within the past 90 days, has any proposed insured been
  INFORMATION       hospitalized or been advised by a member of the medical
                    profession that he or she needs hospitalization for any
                    reason other than for normal pregnancy or well-baby care?
                    [ ] Yes [X] No

                 b. Within the past 12 months, has any proposed insured received
                    treatment or advice from a member of the medical profession
                    for heart disease, chest pain, stroke or cancer (except
                    skin)? [ ] Yes [X] No

                2.  Is a medical examination required on the primary proposed
                    insured? [ ] Yes [X] No
                         second proposed insured? [ ] Yes [X] No

                3.  Premium payment mode (COLLECT FULL MODAL PREMIUM IF PREPAID)
                    [X] Annual   [ ] Semiannual  [ ] Quarterly  [ ] Monthly
                    [ ] Electronic Funds Transfer (EFT)  [ ] Payroll Budget
                    [ ] Government Allotment

                4.  Amount of prepayment submitted with this application
                    $350.73 (INCLUDE ANY UNSCHEDULED PREMIUM PAYMENTS)
                    [ ] None (MUST BE NONE IF 1a OR 1b IS YES, EXCEPT FOR
                        GIBRALTAR [GIB] PRODUCTS)

                5.  Date prepayment collected,   7/1/99
                                             --------------
                                             MONTH DAY YEAR
================================================================================
F REPLACEMENT  For any proposed insured, would this insurance replace or cause
               a change in any existing insurance or annuity in any company?
               (IF YES, ENCLOSE ALL REQUIRED REPLACEMENT FORMS.)
               [ ] Yes [X] No
================================================================================
G SPECIAL
  REQUESTS



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

ORD 96200-98



<PAGE>


PART 1                           APPLICATION FOR LIFE INSURANCE OR POLICY CHANGE
================================================================================
H BACKGROUND   1. Has either the primary proposed insured or second proposed
  ON PROPOSED     insured (if any) ever used tobacco or other nicotine products
  INSUREDS        such as cigarettes, cigars, pipe, chewing tobacco, snuff,
                  nicotine gum or nicotine patch? (IF YES, PROVIDE DATE WHEN
                  LAST USED AND INDICATE ALL TYPES OF PRODUCTS.) [ ] Yes [X] No

                                             DATE (MO., YR.)     PRODUCT(S)
                  Primary proposed insured   _______________  __________________
                                             _______________  __________________
                  Second proposed insured    _______________  __________________
                                             _______________  __________________

               2. What are the occupation and duties of the primary proposed
                  insured? Manager & Administrative Duties
                  --------------------------------------------------------------

               3. Within the last two years, has any proposed insured done or
                  does he or she plan to do the following:

                  a. operate or have any duties aboard an aircraft, glider,
                     balloon or similar device?  [ ] Yes [X] No
                     (IF YES, COMPLETE AVIATION QUESTIONNAIRE.)

                  b. participate in hazardous sports, such as auto, motorcycle,
                     snowmobile or powerboat competitions/exhibitions, scuba
                     diving, mountain climbing, parachuting, skydiving or any
                     other such sport or hobby? (IF YES, COMPLETE AVOCATION
                     QUESTIONNAIRE.)  [ ] Yes [X] No

               4. Is any proposed insured applying for or requesting
                  reinstatement or policy change(s) of any other life or health
                  insurance policy? (IF YES, PROVIDE INSURANCE COMPANY, POLICY
                  PLAN AND AMOUNT.)  [ ] Yes [X] No
                  ______________________________________________________________
                  ______________________________________________________________

               5. Has any proposed insured been convicted of, or currently
                  charged with, the commission of any criminal offense - other
                  than the violation of a motor vehicle law - within the last
                  10 years?  [ ] Yes [X] No
                  (IF YES, PROVIDE DETAILS.) ___________________________________
                  ______________________________________________________________

               6. a. Driver's license number and state of issue of primary
                  proposed insured _____________________________________________
                  XXXXX-XXXXX-XXXXX (name of State)
                  --------------------------------------------------------------

                  b. In the last three years, has any proposed insured

                     (1) had a driver's license denied, suspended or revoked?
                         [ ] Yes [X] No

                     (2) been convicted of or cited for
                         (a) three or more moving violations? [ ] Yes [X] No
                         (b) driving under the influence of alcohol or drugs?
                             [ ] Yes [X] No

                     (3) been involved as a driver in two or more auto
                         accidents? [ ] Yes [X] No

                     (IF YES TO ANY OF THE ABOVE, PROVIDE DETAILS, INCLUDING
                     TYPE OF VIOLATION, ACCIDENT, OR REASON FOR DENIAL,
                     SUSPENSION OR REVOCATION.) ________________________________
                  ______________________________________________________________
                  ______________________________________________________________

               7. Does any proposed insured plan to live or travel outside the
                  United States or Canada within the next 12 months? (IF YES,
                  LIST COUNTRIES AND PURPOSE AND DURATION OF EACH TRIP.)
                  [ ] Yes [X] No
                  ______________________________________________________________
                  ______________________________________________________________

================================================================================
I ADDITIONAL   COMPLETE ONLY IF THIS IS AN APPLICATION FOR ADDITIONAL COVERAGE
  COVERAGE     ON A PERSON ALREADY COVERED BY A PRUDENTIAL OR PRUCO POLICY WITH
               AN APPLICATION DATE WITHIN THREE MONTHS OF THE DATE OF THIS
               APPLICATION.

               To the best of your knowledge, has the health or the mental or
               physical condition of any person proposed for insurance changed
               since the answers and statements were given in the application
               included in policy number __________? [ ] Yes [ ] No

               (IF YES, COMPLETE THE APPROPRIATE PART 2 MEDICAL INFORMATION
               SECTION.)
================================================================================
J CHANGES      Changes made by the Company (NOT APPLICABLE IN NEW MEXICO OR WEST
               VIRGINIA)

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

ORD 96200-98



<PAGE>


PART 2  MEDICAL INFORMATION      APPLICATION FOR LIFE INSURANCE OR POLICY CHANGE
================================================================================
K PHYSICIAN    PRIMARY PROPOSED INSURED
  INFORMATION
               PHYSICIAN LAST CONSULTED

               Name         Dr. William Smith
                       ---------------------------------------------------------
               Address      23 Main Street
                       ---------------------------------------------------------
                       (STREET, CITY, STATE, ZIP)

                            Any City, Any State  XXXXX
                       ---------------------------------------------------------

               Telephone number (XXX) XXX-XXXX   Date last seen   10-1-97
                                ----------------                ----------------
               Reason last seen    Cold
                               -------------------------------------------------

               PRIMARY PHYSICIAN

               Name         Dr. William Smith
                       ---------------------------------------------------------
               Address      23 Main Street
                       ---------------------------------------------------------
                       (STREET, CITY, STATE, ZIP)

                            Any City, Any State  XXXXX
                       ---------------------------------------------------------

               Telephone number (XXX) XXX-XXXX   Date last seen   10-1-97
                                ----------------                ----------------
               Reason last seen    Cold
                               -------------------------------------------------


               SECOND PROPOSED INSURED OR APPLICANT FOR APPLICANT'S WAIVER OF
               PREMIUM (AWP)

               PHYSICIAN LAST CONSULTED

               Name    _________________________________________________________

               Address _________________________________________________________
                       (STREET, CITY, STATE, ZIP)
                       _________________________________________________________

               Telephone number (___)___________ Date last seen ________________

               Reason last seen ________________________________________________

               PRIMARY PHYSICIAN

               Name    _________________________________________________________

               Address _________________________________________________________
                       (STREET, CITY, STATE, ZIP)
                       _________________________________________________________

               Telephone number (___)___________ Date last seen ________________

               Reason last seen ________________________________________________

================================================================================
L PHYSICAL                                   Height         Weight
  MEASUREMENTS -----------------------------------------------------------------
               Primary proposed insured      5'11"          180
               -----------------------------------------------------------------
               Second proposed insured
               -----------------------------------------------------------------
               AWP applicant
               -----------------------------------------------------------------
================================================================================

ORD 96200-98



<PAGE>


PART 2  MEDICAL INFORMATION      APPLICATION FOR LIFE INSURANCE OR POLICY CHANGE
================================================================================
M CATEGORY II  1. Family record
  CHANGES                Current age or       Year and cause
  AND PLANS              age at death         of death
  OTHER THAN   -----------------------------------------------------------------
  GIBRALTAR    Father         65
  (GIB)        -----------------------------------------------------------------
               Brother        30
               -----------------------------------------------------------------
               Brother
               -----------------------------------------------------------------
               Brother
               -----------------------------------------------------------------
                         Current age or      Year and cause
                         age at death        of death
               -----------------------------------------------------------------
               Mother         65
               -----------------------------------------------------------------
               Sister         25
               -----------------------------------------------------------------
               Sister
               -----------------------------------------------------------------
               Sister
               -----------------------------------------------------------------

               2. Has anyone proposed for coverage been diagnosed with or
                  treated by a member of the medical profession for
                  a. chest pain or any disorder of the heart or
                     blood vessels?                               [ ] Yes [X] No
                  b. high blood pressure?                         [ ] Yes [X] No
                  c. cancer, tumor, leukemia, melanoma or
                     lymphoma?                                    [ ] Yes [X] No
                  d. diabetes or high blood sugar?                [ ] Yes [X] No
                  e. mental or psychiatric illness?               [ ] Yes [X] No
                  f. Acquired Immune Deficiency Syndrome (AIDS)
                     or AIDS-Related Complex (ARC)? (MAINE: this
                     question may be answered No if an individual
                     has tested HIV positive and does not have
                     symptoms of the disease AIDS such as dry
                     coughs, skin lesions, weakness, fatigue,
                     weight loss or loss of appetite.)            [ ] Yes [X] No
                  g. infection caused by the Human
                     Immunodeficiency Virus (HIV)? (NOT
                     APPLICABLE IN CALIFORNIA, CONNECTICUT AND
                     MAINE. WISCONSIN: AIDS virus HIV antibody
                     testing is limited to FDA-licensed enzyme
                     immunoassay and confirmatory HIV antibody
                     tests.)                                      [ ] Yes [X] No
                  h. any sexually transmitted diseases?           [ ] Yes [X] No
                  i. asthma or any disorder of the lungs?         [X] Yes [ ] No
                  j. any disorder of the brain or nervous system? [ ] Yes [X] No
                  k. hepatitis or any disorder of the liver,
                     stomach or intestines?                       [ ] Yes [X] No
                  l. any disorder of the kidney or urinary tract? [ ] Yes [X] No

               3. Is anyone proposed for coverage currently
                  taking prescription medication?                 [ ] Yes [X] No

               4. Other than above, has anyone proposed for coverage

                  a. been a patient in a hospital or other
                     medical facility?                            [ ] Yes [X] No
                  b. in the last five years, had or been advised
                     to have surgery, medical tests (other than
                     HIV) or diagnostic procedures such as ECGs,
                     stress tests, X-rays, blood tests urine
                     tests, etc.?                                 [ ] Yes [X] No

               5. Has anyone proposed for coverage

                  a. used, or is he or she now using, cocaine,
                     amphetamines, marijuana, heroin, or other
                     drugs except as prescribed by a member of
                     the medical profession?                      [ ] Yes [X] No

                  b. had or been advised to have treatment or
                     counseling for alcohol or drug use?          [ ] Yes [X] No

               6. Does anyone proposed for coverage have any
                  disease, disorder or condition not previously
                   mentioned?                                     [ ] Yes [X] No

               7. Has anyone proposed for coverage had life or
                  health insurance declined, postponed or issued
                  with an increased premium? (MISSOURI: this
                  question may be answered No if an individual
                  has been declined for coverage.)                [ ] Yes [X] No

               8. Is anyone proposed for coverage currently
                  unable to perform his or her normal daily
                  activities or all normal occupational duties on
                  a full-time basis at the customary place of
                  employment?                                     [ ] Yes [X] No

               9. Has anyone proposed for coverage requested or
                  received disability or compensation benefits?   [ ] Yes [X] No

                                                        (CONTINUED ON NEXT PAGE)
================================================================================
ORD 96200-98



<PAGE>


PART 2  MEDICAL INFORMATION      APPLICATION FOR LIFE INSURANCE OR POLICY CHANGE
================================================================================
M CATEGORY II  10. Details of "Yes" answers for questions 2-9
  CHANGES      Question number          Indicate illness, hospitalization,
  AND PLANS    and name of proposed     reason for checkup, medication and any
  OTHER THAN   insured                  advice or treatment given by a medical
  GIBRALTAR                             professional
  (GIB)        -----------------------------------------------------------------
  (CONTINUED)  2.i. John                Cold
               -----------------------------------------------------------------

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

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

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

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

               -----------------------------------------------------------------
               Dates and                Name, address and telephone
               duration                 number of medical
               of illness               professionals and hospitals

               10/97                    Dr. Wm. Smith
               -----------------------------------------------------------------
                                        23 Main Street
               -----------------------------------------------------------------
                                        Any City, Any State
               -----------------------------------------------------------------
                                        XXXXX
               -----------------------------------------------------------------

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

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

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

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

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

               For additional medical details, use another application.
================================================================================
ORD 96200-98



<PAGE>


      TERMS AND CONDITIONS

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

      The words "I" and "my" refer to the primary proposed insured and
      policyowner or applicant, if other than the primary proposed insured. The
      word "Company" refers to the company checked at the beginning of this
      application.

      Unless I have specified a policy date or special payment plan (e.g.,
      government allotment, payroll budget) in this application, I understand
      that if the initial premium is not paid with this request for coverage,
      the policy will become effective when all of the following conditions are
      met:

        o  the policy is issued, delivered and I accept it,

        o  the health of all persons proposed for insurance remains as stated in
           the application and

        o  the first premium is paid in full and the check or other form of
           payment is good and can be collected.

      If the Company enters any change in section J, I approve the change by
      accepting the policy unless the law requires written consent to changes.
      No Company representative can make or change a policy, or waive any of the
      Company's rights or requirements.

      The Company will pay the beneficiary named in the application (or in the
      policy if requesting a policy change and no beneficiary has been named in
      the application) any applicable insurance benefit either at the death of
      the primary insured or at the death of an insured child after the death of
      the primary insured if there is no insured spouse.

      For policy changes, the existing policyowner and beneficiary designation
      will be used unless a new policyowner or beneficiary designation is
      provided in this application.

      The policyowner is either the primary proposed insured or the applicant
      unless a different policyowner is named in the application. This is
      subject to any provisions for the automatic transfer of ownership stated
      in the policy.

      If joint policyowners are named, in the event of the death of one
      policyowner, the survivor(s) shall be the policyowner(s), unless otherwise
      specified.


      SIGNATURES

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

      I certify, affirm and understand the following:

      o  To the best of my knowledge and belief, the statements in this
         application, as well as any forms that the Company designates to be
         part of the application and that are attached to the policy, are
         complete, true and correctly recorded.

      o  Except for failure to pay premium or fraud, the Company will not
         contest the validity of this policy or change request after it has been
         in force during the insured's lifetime for two years from the date it
         takes effect.

      o  I will inform the Company of any changes in my or any proposed
         insured's health, mental or physical condition, or of any changes to
         any answers on this application, prior to or upon delivery of this
         policy.

      o  If I have requested the Acceleration of Death Benefits (Living Needs
         Benefit), I have read the disclosures in the brochure (ORD 87246).

      o  I have received and read the Terms and Conditions shown above and the
         Important Notice About Your Application for Insurance.

      o  I believe this policy meets my insurance needs and financial
         objectives. For a variable product: I acknowledge receipt of a current
         prospectus for the policy. I understand that the policy's value and
         death benefit may vary depending on the policy's investment experience.

      o  My original signature has been affixed to this application, the
         original application will be retained by the Company and I will receive
         a copy identical in form and substance to the original, attached to my
         policy.


                                                        (CONTINUED ON NEXT PAGE)

================================================================================
ORD 96200-98



<PAGE>


     SIGNATURES (CONTINUED)

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

      o  NOT APPLICABLE IN ARIZONA, OREGON, AND VERMONT:

           ANY PERSON WHO KNOWINGLY AND INTENTIONALLY GIVES FALSE OR DECEPTIVE
           INFORMATION WHEN COMPLETING AN APPLICATION FOR INSURANCE OR FILING A
           CLAIM, FOR THE PURPOSE OF DEFRAUDING AN INSURANCE COMPANY:

           o  may have committed fraud, or may have violated state law.

           o  ARKANSAS, HAWAII, MAINE and NEW MEXICO: may be subject to fines,
              denial of insurance benefits, or confinement in prison,

           o  COLORADO: penalties may include imprisonment, fines, denial of
              insurance, and civil damages. Any insurance company or agent of an
              insurance company who knowingly provides false, incomplete, or
              misleading facts or information to a policyholder or claimant for
              the purpose of defrauding or attempting to defraud the
              policyholder or claimant with regard to a settlement or award
              payable from insurance proceeds shall be reported to the Colorado
              Division of Insurance within the Department of Regulatory
              Agencies.


     Signed at  (Name or City, State)                  on   7/1/99
                --------------------------------------    ----------
                (CITY, STATE)                           MONTH DAY YEAR


SIGNATURE OF PRIMARY PROPOSED INSURED, IF AGE 8 OR OVER,
OR OF CURRENTLY INSURED PERSON, IF POLICY CHANGE       X    /s/ JOHN DOE
                                                        ------------------------

SIGNATURE OF SPOUSE (APPLICABLE IN SOUTH CAROLINA,
IF PROPOSED FOR COVERAGE.)                             X
                                                       -------------------------
SIGNATURE OF POLICYOWNER (IF DIFFERENT FROM THE
PRIMARY PROPOSED INSURED) OR OF EXISTING POLICYOWNER
IF A POLICY CHANGE. IF THE POLICY OWNER IS A FIRM OR
CORPORATION, GIVE THAT COMPANY'S NAME AND HAVE AN
OFFICER SIGN BELOW.                                    X
                                                       -------------------------

SIGNATURE AND TITLE OF OFFICER OF FIRM OR CORPORATION  X
                                                       -------------------------

SIGNATURE OF APPLICANT, IF DIFFERENT FROM PRIMARY
PROPOSED INSURED OR POLICYOWNER                        X
                                                       -------------------------

SIGNATURE OF BENEFICIARY, IF POLICY CHANGE AND RIGHTS
ARE LIMITED                                            X
                                                       -------------------------

SIGNATURE OF WITNESS
(LICENSED WRITING REPRESENTATIVE MUST WITNESS.)        X    /s/ RICHARD ROE
                                                       -------------------------




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


LICENSED WRITING REPRESENTATIVE'S CERTIFICATION

Do you have any information, other than that stated in this application, which
indicates that any proposed insured may replace or change any current insurance
or annuity in any company? [ ] Yes [ ] No



SIGNATURE OF WRITING REPRESENTATIVE                    X    /s/ RICHARD ROE
                                                       -------------------------




================================================================================
ORD 96200-98







- -------------------------=======================================================
                         SUPPLEMENT TO THE APPLICATION
                         [ ] The Prudential Insurance Company of America
                         [ ] Pruco Life Insurance Company
                             A Subsidiary of The Prudential Insurance Company of
                             America

                         | No.     XX XXX XXXX
                         -------------------------------------------------------


A Supplement to the Application for a variable contract in which    John Doe
                                                                ---------------
                       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 [X]


An illustration of values is available upon request.


















|Date                         |Signature of Applicant
|                             |
|    July 1, 1999             |      John Doe
- --------------------------------------------------------------------------------

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








                                                                Exhibit 1.A.(12)


                 Description of Pruco Life's Issuance, Increases
                      in or Addition of Insurance Benefits,
                     Transfer and Redemption Procedures for
                   Variable Universal Life Insurance Contracts
                      Pursuant to Rule 6e-3(T)(b)(12)(iii)



This document sets forth the administrative procedures that will be followed by
Pruco Life Insurance Company ("Pruco Life") in connection with the issuance of
its PruSelect III Variable Life Insurance Contract ("Contract"), the increase in
or addition of benefits, the transfer of assets held thereunder, and the
redemption by Contract owners of their interests in said Contracts. The document
also explains the method that Pruco Life will follow in making a cash adjustment
when a Contract is exchanged for a fixed benefit insurance Contract pursuant to
Rule 6e-3(T)(b)(13)(v)(B).

I.   Procedures Relating to Issuance and Purchase of the Contracts and to the
     Increase in or Addition of Benefits

A.   Premium Schedules and Underwriting Standards

The Contract has Flexible Premiums - no premiums are required to be paid by a
certain date except for the minimum initial premium required to start the
Contract. The minimum initial premium for the Contract, and the charges from the
Contract Fund to reflect the cost of insurance, will not be the same for all
owners. Insurance is based on the principle of pooling and distribution of
mortality risks, which assumes that each owner is charged a cost commensurate
with the Insured's mortality risk as actuarially determined utilizing factors
such as age, sex (in most cases), smoking status, health and occupation. Uniform
premiums or charges for all Insureds would discriminate unfairly in favor of
those Insureds representing greater risks. However, for a given face amount of
insurance, Contracts issued on insureds in a given risk classification will have
the same minimum initial premium and charges.


                                       1



<PAGE>


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

B.   Application and Initial Premium Processing

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

These processing procedures are designed to provide immediate benefits to every
prospective owner who pays the minimum initial premium at the time the
application is submitted. Since a Contract cannot be issued until after the
underwriting process has been completed, we will provide immediate insurance
coverage through use of a Limited Insurance Agreement. This coverage is for the
total death benefit applied for, up to the maximum described by the Limited
Insurance Agreement.

The Contract Date is the date as of which the insurance age of the proposed
Insured is determined. It represents the first day of the Contract year and
therefore determines the Contract anniversary and also the Monthly dates.

It also represents the commencement of the suicide and contestable periods for
purposes of the Basic Insurance Amount.

If the minimum initial premium is paid with the application and no medical
examination is required, the Contract Date will ordinarily be the date of the
application. If an unusual delay is encountered (for example, if a request for
further information is not met promptly), the Contract Date will be 21 days
prior to the date on which the Contract is physically issued. If a


                                       2



<PAGE>


medical examination is required, the Contract Date will ordinarily be the date
the examination is completed, subject to the same qualification as that noted
above.

If the premium paid with the application is less than the minimum initial
premium, the Contract Date will be determined as described above. Upon receipt
of the balance of the minimum initial premium, the total premiums received will
be applied as of the date that the minimum initial premium was satisfied.

If no premium is paid with the application, the Contract Date will be the
Contract Date stated in the Contract, which will generally be the date the
minimum initial premium is received from the owner and the Contract is
delivered.

There is one principal variation from the foregoing procedure. If permitted by
the insurance laws of the state in which the Contract is issued, the Contract
may be back dated up to six months. In any event, the Contract may not be
backdated before the product introduction date.

In situations where the Contract Date precedes the date that the minimum initial
premium is received, charges due prior to the initial premium receipt date will
be deducted from the initial premium.

In general, the invested portion of the minimum initial premium will be placed
in the Contract Fund (as described under Premium Processing below) as of the
later of (1) the Contract Date and (2) the date we receive the premium.

C.   Premium Processing

Whenever a premium is received, Pruco Life will subtract the front-end charges.
What is left will be invested in the selected investment option(s) after the
Right to Cancel Contract period has ended (see below). Premiums other than those
received prior to the Contract Date, will be invested (less front-end charges)
as of the date received (or, if that is not a business day, as of the next
business day).

The Contract has a Right to Cancel Contract provision which gives the Owners the
right to cancel the contract within ten days of its delivery (some states allow
a longer period of time). During this period, the premium (less front-end
charges) is invested in the Money Market Investment Option. At the end of this
period the funds are re-allocated in accordance with the Owner's current
allocation instructions


                                       3



<PAGE>


D.   Reinstatement

The Contract may be reinstated within five years after default (this period will
be longer if required by state law). The Contract will not be reinstated if it
was surrendered for its cash surrender value. A Contract will be reinstated upon
receipt by Pruco Life of a written application for reinstatement, production of
evidence of insurability satisfactory to Pruco Life and payment of at least (a)
any amount required to bring the cash value to zero on the date the Contract
went into default, plus (b) the deductions from the Contract Fund during the
grace period following the date of default, plus (c) a premium that would be
sufficient, after front-end charges, to cover the deductions from the Contract
Fund for three Monthly dates starting on the date of reinstatement. In addition,
any Contract debt (with interest to date) must be restored or paid back. If debt
with interest exceeds the value of a loan that we would otherwise permit on the
reinstated Contract, the excess must be paid back to Pruco Life at the time of
reinstatement.

Except for any such loan repayments, Pruco Life will treat the amount paid upon
reinstatement as a premium. It will deduct the front-end charges plus any amount
required to bring the cash value to zero on the date the Contract went into
default plus any deductions from the Contract Fund that would have been made
during the grace period. The Contract Fund of the reinstated Contract will,
immediately upon reinstatement, be equal to this net premium payment.

The reinstatement will take effect as of the Monthly date that coincides with or
next follows the date Pruco Life approves the request for reinstatement.

There is an alternative to this reinstatement procedure that applies only if
reinstatement is requested within three months after the Contract went into
default. In such a case evidence of insurability may not be required and the
amount of the required payment will be an amount Pruco Life estimates will keep
the Contract inforce for three months from the date of default.

E.   Repayment of Loan

A loan made under the Contract may be repaid with an amount equal to the monies
borrowed plus interest which accrues daily at a fixed annual rate which depends
on whether the loan is a "regular loan" or "preferred loan" A regular loan is
available at any time and can equal up to the loan value (90% of the cash
value).


                                       4



<PAGE>


The effective annual rate that we charge on regular loans is 5%. A preferred
loan is available starting on the tenth Contract anniversary, and can equal up
to the maximum amount that may still be borrowed (loan value less existing
loans) less cost basis (subject to a minimum of zero, premiums paid less total
withdrawals). The effective annual rate that we charge on preferred loans is
4.25%. A regular loan remains a regular loan - it will not automatically
rollover when a preferred loan is available. However, any capitalization of
interest on a regular loan will be treated as a preferred loan IF the conditions
for a preferred loan are met.

When a loan is made, Pruco Life will transfer an amount equal to the loan from
the investment option(s). While a loan is outstanding, the amount of Contract
Fund attributable to the outstanding loans, whether they are regular loans or
preferred loans, will be credited with interest at an annual rate of 4%. On each
Monthly date, we will increase the portion of the Contract Fund in the
investment options by interest credits accrued on the loan since the last
Monthly date. Pruco Life thus will realize the difference between that rate and
the fixed loan interest rate(s), which will be used to cover the loan investment
expenses, income taxes, if any, and processing costs.

Upon repayment of Contract debt, the loan portion of the payment (i.e., not the
portion of the payment for accrued interest which has not yet been made part of
the loan) will be added to the investment option(s) using the investment
allocation currently in effect for premium payments, as selected by the Contract
owner. Pruco Life reserves the right to change the manner in which it allocates
loan repayments.

F.   Increases in or Addition of Insurance Benefits

After issue, Pruco Life may permit Owners to increase or add to the existing
insurance amounts in a way similar to our new business procedures outlined above
and in the prospectus.

II.  Transfers

Currently, fifteen subaccounts are available for investment by Contract owners
of Pruco Life Variable Universal Account ("Account"), each of which is invested
in shares of a corresponding portfolio of The Prudential Series Fund, Inc. or
other such funds which we specify ("Funds"). The Funds are registered under the
1940 Act as open-end diversified management investment companies.


                                       5



<PAGE>


Provided the Contract is not in default, the owner may, up to twelve times in
each Contract year, transfer amounts from one subaccount to another subaccount
without charge. Additional transfers are subject to an administrative charge
deducted from the Contract Fund of up to $25. Pruco Life currently charges $25.
All or a portion of the amount credited to a subaccount may be transferred.

In addition, we may restrict the number, timing, and amount of transfers in
accordance with our rules if we find the transfer activity to be disruptive to
the variable investment option or to the disadvantage of other Owners. We may
prohibit transfer requests made by an individual acting under a power of
attorney on behalf of more than one Owner.

Transfers among subaccounts will take effect at the end of the valuation period
in which a proper transfer request is received at a Pruco Life Home Office. The
request may be in terms of dollars, such as a request to transfer $5,000 from
one subaccount to another, or may be in terms of a percentage reallocation among
subaccounts. In the latter case, as with premium reallocations, the percentages
must be in whole numbers.

III. "Redemption" Procedures: Surrender and Related Transactions

A.   Surrender for Cash Surrender Value

If the insured under a Contract is alive, Pruco Life will pay, within seven
days, the Contract's cash surrender value as of the date of receipt at its Home
Office of the Contract, a signed request for surrender, and any tax withholding
information required under federal or state law. Pruco Life reserves the right
to postpone paying that part of the cash surrender value that is to come from
any variable investment option (provided by a separate account registered under
the Investment Company Act of 1940) if; (1) the New York Stock Exchange is
closed; or (2) the SEC requires that trading be restricted or declares an
emergency. If this is done for more than thirty days, Pruco Life will pay
interest at the rate of 3% a year.

The Contract's cash surrender value is the Contract Fund, minus any Contract
debt. Also, if the contract is surrendered within four years of the Contract
Date, we will return 50% of any sales charges we deducted from premium paid
within 24 months prior to the date we received the surrender request.


                                       6



<PAGE>


In lieu of the payment of the cash surrender value in a single sum upon
surrender of a Contract, an election may be made by the owner to apply all or a
portion of the proceeds under one of the fixed benefit settlement options
described in the Contract. The fixed benefit settlement options are subject to
the restrictions and limitations set forth in the Contract.

B.   Withdrawals from the Contract Fund

A withdrawal from the Contract may be made only if the following conditions are
satisfied. First, Pruco Life must receive a request for the withdrawal in a form
that meets its need. Second, the cash surrender value after withdrawal may not
be less than or equal to zero after deducting any charges associated with the
withdrawal. Third, the amount withdrawn must be at least $500. Fourth, the basic
insurance amount after withdrawal must be at least equal to the minimum basic
insurance amount shown in the Contract. There is a fee of up to $25 for each
withdrawal. We currently charge the lesser of $25 and 2% of the withdrawal
amount. An amount withdrawn may not be repaid except as a premium subject to the
Contract charges.

Whenever a withdrawal is made, the death benefit payable will generally be
reduced by at least the amount of the withdrawal. This will not change the Basic
Insurance Amount (minimum face amount specified in the Contract) under a Type B
(variable) Contract or Type C (return of premium) Contract. However, under a
Type A (fixed) Contract, a withdrawal usually requires a reduction in the Basic
Insurance Amount. No withdrawal will be permitted under a Type A (fixed)
Contract if it would result in a Basic Insurance Amount less than the minimum
Basic Insurance Amount of $100,000.

The Contract Fund is reduced by the sum of the cash withdrawn and the fee for
the withdrawal. An amount equal to the reduction in the Contract Fund will be
withdrawn from the investment options.

C.   Death Claims

Pruco Life will pay a death benefit to the beneficiary at the insured's death if
the Contract is in force at the time of that death. The proceeds will be paid
within seven days after receipt at Pruco Life's Home Office of proof of death of
the Insured and all other requirements necessary to make payment. State
insurance laws impose various requirements, such as receipt of a tax waiver,
before payment of the death benefit may be made. Pruco Life reserves the right
to postpone payment of that part of


                                       7



<PAGE>


the proceeds that is to come from any variable investment option (provided by a
separate account registered under the Investment Company Act of 1940) if; (1)
the New York Stock Exchange is closed; or (2) the SEC requires that trading be
restricted or declares an emergency.

In addition, payment of the death benefit is subject to the provisions of the
Contract regarding suicide and incontestability. In the event Pruco Life should
contest the validity of a death claim, an amount up to the portion of the
Contract Fund in the variable investment options will be withdrawn, if
appropriate, and held in Pruco Life's general account.

If the Contract is not in default past its days of grace, the amount Pruco Life
will pay will be the death benefit determined as of the date of the Insured's
death reduced by any Contract debt.

There may be an additional amount payable from an extra benefit added to the
Contract by rider.

No death benefit is payable if the insured's death occurs past the grace period.

On any date, the death benefit under a Type A (fixed) Contract is the greater of
(1) the Basic Insurance Amount, and (2) the Contract Fund before deduction of
any monthly charges due on that date plus any return of sales charges,
multiplied by attained age factors. These factors vary by the insured's attained
age and are shown in the Contract.

On any date, the death benefit under a Type B (variable) Contract is the greater
of (1) the Basic Insurance Amount plus the Contract Fund before deduction of any
monthly charges due on that date, and (2) the Contract Fund before deduction of
any monthly charges due on that date plus any return of sales charges,
multiplied by attained age factors. These factors vary by the insured's attained
age and are shown in the Contract. For the purposes of this calculation, the
Contract Fund will be considered to be zero if it is less than zero.

On any date, the death benefit under a Type C (return of premium) Contract is
the greater of (1) the Basic Insurance Amount plus the total premiums paid minus
total withdrawals to the Contract both accumulated with interest at a rate
between 0% and 8% chosen by the Owner, and (2) the Contract Fund before
deduction of any


                                       8



<PAGE>


monthly charges due on that date plus any return of sales charges, multiplied by
attained age factors. For the purposes of determining the Type C death benefit,
we will not consider any charge to reinstate the Contract.

The proceeds payable on death also will generally include interest (at a rate
determined by Pruco Life) from the date of death until the date of payment.
However, state insurance laws may impose additional or different requirements.

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

In lieu of payment of the death benefit in a single sum, an election may be made
to apply all or a portion of the proceeds under one of the fixed benefit
settlement options described in the Contract or, with the approval of Pruco
Life, a combination of options. The election may be made by the owner during the
Insured's lifetime, or, at death, by the beneficiary. An option in effect at
death may not be changed to another form of benefit after death. The fixed
benefit settlement options are subject to the restrictions and limitations set
forth in the Contract.

D.   Default and Options on Lapse

The Contract can go into default if either (1) the Contract debt ever grows to
be equal to or more than the cash value, or (2) on any Monthly date, the cash
value is equal to or less than zero. Monthly dates occur on the Contract Date
and in each later month on the same day of the month as the Contract Date. The
Contract provides for a grace period extending 61 days after the mailing date of
the notice of default. The insurance coverage continues in force during the
grace period, but if the Insured dies during the grace period, any charges due
to the date of the death are deducted from the amount payable to the
beneficiary.

E.   Loans

The Contract provides that an owner may take out a loan at any time a loan value
is available providing (1) the Contract is assigned to Pruco Life as the only
security for the loan, (2) the Insured must be living, (3) the contract must not
be in default and (4) the resulting Contract debt must not be more than the loan
value (90% of the cash value).


                                       9



<PAGE>


The investment options will be debited in the amount of the loan on the date the
loan is approved. The percentage of the loan withdrawn from each investment
option will normally be equal to the percentage of the value of such assets held
in the investment option unless otherwise requested and Pruco Life agreed. An
owner may borrow up to the Contract's full loan value. The loan provision is
described in the Contract and in the prospectus.

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

On settlement, the amount of any Contract debt is subtracted from the insurance
proceeds. If Contract debt ever becomes equal to or more than the cash value,
all the Contract's benefits will end 61 days after notice is mailed to the owner
and any known assignee (when required by law), unless payment of an amount
sufficient to end the default is made within that period.


                                       10









- ----------------------------====================================================

                            RIDER FOR FLEXIBLE TERM INSURANCE BENEFIT ON LIFE OF
                            INSURED

                            This rider is a part of this contract only if it is
                            listed on a contract data page.

      RIDER DEATH BENEFIT   We will pay an amount under this benefit if we
                            receive due proof that the insured died; (1) in the
                            term period for this benefit; and (2) while this
                            contract is in force and not in default past the
                            last day of the grace period. The term period starts
                            on the effective date for this rider shown under
                            Other Benefit(s) on the Insured in the contract data
                            pages. The term period ends on the contract
                            anniversary on or after the Insured's one hundredth
                            birthday. Our payment is subject to all the
                            provisions of the benefit and of the rest of the
                            contract.

                            To determine the rider death benefit on any date, we
                            first take the effective Target Coverage Amount
                            shown in the Life Insurance on the Insured section
                            of the contract data pages and subtract from it the
                            death benefit as calculated in the Death Benefit
                            provision. If this contract has a Type A death
                            benefit (see Type of Death Benefit in the contract
                            data pages), the resultant amount is the rider
                            death benefit. If this contract has a Type B death
                            benefit, the rider death benefit is the resultant
                            amount plus the contract fund before deduction of
                            any monthly charges due on that date. If this
                            contract has a Type C death benefit, the rider death
                            benefit is the resultant amount plus the total
                            premiums paid minus total withdrawals to this
                            contract both accumulated with interest at the
                            rate(s) displayed in the contract data pages. The
                            total premiums paid will not include any charge to
                            reinstate this contract as described under
                            Reinstatement.

                            If the rider death benefit is less than zero, we
                            consider it to be zero.

            RIDER CHARGES   On each monthly date, we will deduct a charge for
                            this rider from the contract fund. To determine the
                            maximum charge for this rider, we use the following
                            method:

                            We determine the maximum cost of insurance rate for
                            each currently effective rider coverage segment
                            amount shown in the Segment Table in the contract
                            data pages using the maximum monthly rate shown
                            under the Table of Maximum Monthly Insurance Rates
                            for the appropriate rating class. If there is only
                            one rider coverage segment amount currently in
                            effect, we multiply the rate by the rider death
                            benefit amount divided by $1000 and add an
                            administrative charge of up to $0.05 multiplied by
                            the rider coverage amount divided by $1000 to
                            determine the maximum charge for this rider.

                            If there are two or more rider coverage segment
                            amounts currently in effect, we first allocate the
                            rider death benefit amount to each rider coverage
                            segment based on the proportion of its rider
                            coverage amount to the total of all rider coverage
                            amounts currently in effect. We multiply the rate by
                            the apportioned rider death benefit amount for each
                            rider segment component amount divided by $1000 and
                            add the results. To this amount, we add an
                            administrative charge of up to $0.05 multiplied by
                            the rider coverage amount for each rider segment
                            currently in effect divided by $1000 to determine
                            the total maximum charge for this rider.

     REQUESTED CHANGES IN
    RIDER COVERAGE AMOUNT   You may change the Rider Coverage Amount, while this
                            rider is in force, subject to our approval and the
                            following conditions:

                            1. You must ask for the change in a form that
                               meets our needs.

                            2. The change must be one permitted by our
                               current underwriting rules.

                            3. The amount of an increase or decrease must be
                               at least equal to the minimum increase or
                               decrease in the Rider Coverage Amount shown
                               under Contract Limitations in the contract
                               data pages

                            4. The Rider Coverage Amount after a decrease
                               must be at least equal to the minimum Rider
                               Coverage Amount shown under Contract
                               Limitations in the contract data pages.

- -------------
PLI 455--1999
- -------------



<PAGE>


                            5. The sum of the basic insurance amount and the
                               Rider For Flexible Term Insurance Benefit on
                               Life of Insured coverage amount must equal or
                               exceed the amount shown under Contract
                               Limitations.

                            6. If we ask you to do so, you must send us the
                               contract to be endorsed.

                            7. You must prove to us that the Insured is
                               insurable for any increase.

                            8. The contract must not be in default.

                            9. We may deny an increase if it would cause the
                               number of segments shown in the Segment Table
                               in the contract data pages to exceed
                               ninety-nine.

                            A change will take effect only if we approve your
                            request for it at our Home Office. Unless you ask us
                            otherwise, the change will take effect on the
                            monthly date immediately following the date we
                            approve the change. You may request an earlier date,
                            but it may not be more than 90 days prior to the
                            date of request. if we approve the change, we will
                            also recompute the contract's charges, values and
                            limitations. We will send you new contract data
                            pages showing the amount and effective date of the
                            change and the recomputed charges, values and
                            limitations. If the Insured is not living on the
                            effective date, the change will not take effect. We
                            may deduct the administrative charge (shown under
                            Adjustments to the Contract Fund) for the change.

                  SUICIDE   The Suicide Exclusion provision of the contract
                            applies to this rider as issued.

                            If the insured, whether sane or insane, dies by
                            suicide after two years from the issue date but
                            within two years of the effective date of an
                            increase in the Rider Coverage Amount, we will pay,
                            as to the increase in the Rider Coverage Amount, no
                            more than the sum of the premiums paid on and after
                            the effective date of the increase.

             TERMINATION    This rider will end on the earliest of:

                            1. the end of its term period;

                            2. the end of the grace period if the contract
                               is in default and the premium required to
                               bring it out of default has not been paid;

                            3. the date the contract is surrendered for its
                               net cash value if it has one; and

                            4. the date the contract ends for any other
                               reason.

                            We will allow you to cancel this rider only if the
                            Basic Insurance Amount equals or exceeds the minimum
                            amount shown under Contract Limitations for the sum
                            of both the basic insurance amount and the rider
                            coverage amount. We will then cancel the rider as of
                            the monthly date on or after the date we receive
                            your request. If we do so, monthly charges due then
                            and later will be reduced accordingly.

                            THIS SUPPLEMENTARY BENEFIT RIDER ATTACHED TO THIS
                            CONTRACT ON THE CONTRACT DATE

                            Pruco Life Insurance Company,

                                 SPECIMEN [stamp]
                            BY   /s/Susan L. Blount
                               ---------------------
                                      Secretary
- -------------
PLI 455--1999
- -------------



<PAGE>


                                                   PROCESSING DATE: JUL 10, 1999

                                  CONTRACT DATA

INSURED

JOHN DOE             Male,          Issue Age 35

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

RATING CLASS

(See Segment Table on Page 4)

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

BASIC CONTRACT INFORMATION

Policy Number              xx xxx xxx
Contract Date              July 1,1999
Premium Period             Life
Beneficiary                See Beneficiary Provision attached

Loan Interest Rate                               5.00%
Preferred Loan Interest Rate                     4.25%

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

TYPE OF DEATH BENEFIT (see Death Benefit Provisions)

Type B

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

LIFE INSURANCE ON THE INSURED

                                            Rider for Flexible
                                              Term Insurance
                                            on Life of Insured        Target
                       Basic Insurance     (Target Term Rider)       Coverage
Effective Date              Amount           Coverage Amount          Amount

     Contract Date        $5,000.00             $95,000.00          $100,000.00

================================================================================
                             CONTRACT DATA CONTINUED ON NEXT PAGE

Page 3 (99)



<PAGE>


                                                   PROCESSING DATE: JUL 10, 1999
                                                   POLICY NO. XX XXX XXX

                             CONTRACT DATA CONTINUED

OTHER BENEFIT(S) ON THE INSURED (see appropriate form for details)

Rider PLI 455 - Rider for Flexible Term Insurance Benefit on Life of Insured -
Variable Benefit (Target Term rider).

      The Term Period starts on the Contract Date.

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

MINIMUM INITIAL PREMIUM

The minimum initial premium due on the Contract Date is $17.54.

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

CONTRACT LIMITATIONS

       The minimum premium we will accept is $25.00.

       The minimum basic insurance amount is $5,000.00.

       The minimum increase in basic insurance amount is $5,000.00.

       The minimum decrease in basic insurance amount is $5,000.00.

       The sum of the basic insurance amount and the Rider for Flexible Term
       Insurance Benefit on Life of Insured Rider Coverage Amount must equal or
       exceed $100,000.00.

       The minimum decrease in the Rider for Flexible Term Insurance Benefit on
       Life of Insured Rider Coverage Amount is $5,000.00.

       The minimum increase in the Rider for Flexible Term Insurance Benefit on
       Life of Insured Rider Coverage Amount is $5,000.00.

       The minimum the Rider for Flexible Term Insurance Benefit on Life of
       Insured Rider Coverage Amount is $5,000.00.

       The minimum amount you may withdraw is $500.00.

       The minimum amount you may borrow is $200.00.

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

ADJUSTMENTS TO PREMIUM PAYMENTS

   From each premium paid we will:

       Subtract a charge of up to 7.5% for any taxes attributable to premiums.
       For purposes of this charge, the term "taxes attributable to premiums"
       shall include: (a) any federal, state or local income tax, (b) any
       premium, excise, or business tax, and (c) any other type of tax (or
       component thereof) measured by or based upon the amount of premium
       received by us.

                      CONTRACT DATA CONTINUED ON NEXT PAGE

Page 3A (99)



<PAGE>


                                                   PROCESSING DATE: JUL 10, 1999
                                                   POLICY NO. XX XXX XXX

                             CONTRACT DATA CONTINUED

       Subtract a charge for sales expenses from premiums paid as described in
       the Charge For Sales Expenses provision.

The remainder of the premium is the invested premium amount.

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

ADJUSTMENTS TO THE CONTRACT FUND

On the Contract Date the contract fund is equal to the invested premium amount
credited on that date, minus any of the charges described below which may be due
on that date.

On each day after the contract date, we will adjust the contract fund by:

       adding any invested premium amounts.

       adding any increase due to investment results of the variable investment
       options.

       adding guaranteed interest at an effective annual rate of 4% (0.01074598%
       a day) on that portion of the contract fund that is attributable to any
       loan amount (see Loans).

       subtracting any decrease due to investment results of the variable
       investment options.

       subtracting a charge against the variable investment options at an
       effective annual rate of not more than 0.50% (.00136646% a day) for
       mortality and expense risks that we assume.

       subtracting any withdrawals.

       subtracting an administrative charge of up to $25.00 for any withdrawals.

       subtracting an administrative charge of up to $25.00 for any change in
       basic insurance amount.

       subtracting an administrative charge of up to $25.00 for any change in
       the coverage amount for the Rider for Flexible Term Insurance Benefit on
       Life of Insured.

       subtracting an administrative charge of up to $25.00 for each transfer
       between variable investment options exceeding twelve in any contract
       year.

And on each monthly date, we will adjust the contract fund by:

       subtracting a charge for administrative expenses of up to $0.05 per
       $1,000 of the basic insurance amount of each Basic Insurance Segment,
       totaled, plus $10.00.

                      CONTRACT DATA CONTINUED ON NEXT PAGE

Page 3B (99)



<PAGE>


                                                   PROCESSING DATE: JUL 10, 1999
                                                   POLICY NO. XX XXX XXX

                             CONTRACT DATA CONTINUED

       subtracting a deduction for the cost of any other benefits.

       subtracting a charge for the cost of insurance (see Cost of Insurance).

       subtracting a charge for the Rider for Flexible Term Insurance Benefit on
       Life of Insured using the method described in the rider under Rider
       Charges.

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

                      CONTRACT DATA CONTINUED ON NEXT PAGE

Page 3C (99)



<PAGE>


                                                   PROCESSING DATE: JUL 10, 1999
                                                   POLICY NO. XX XXX XXX

                             CONTRACT DATA CONTINUED

VARIABLE INVESTMENT OPTIONS

   THE PRUCO LIFE VARIABLE UNIVERSAL ACCOUNT

       Each variable investment option of this account invests in a specific
       portfolio of The Prudential Series Fund, Inc. and such other funds as we
       may specify from time to time. We show the available variable investment
       options of the account below. Unless we say otherwise, the variable
       investment options invest in funds or fund portfolios with the same
       names. This account is registered with the SEC under the Investment
       Company Act of 1940.

        THE PRUDENTIAL SERIES FUND, INC.

          Money Market Portfolio
          Diversified Bond Portfolio
          Conservative Balanced Portfolio
          Flexible Managed Portfolio
          High Yield Bond Portfolio
          Stock index Portfolio
          Equity Income Portfolio
          Equity Portfolio
          Prudential Jennison Portfolio
          Global Portfolio

        AIM VARIABLE INSURANCE FUNDS, INC.

          AIM V.I. Value Fund

        JANUS ASPEN SERIES

          Janus Aspen Growth Portfolio

        MFS VARIABLE INSURANCE TRUST

          MFS Emerging Growth Series

        T. ROWE PRICE INTERNATIONAL SERIES, INC.

          T. Rowe Price International Stock Portfolio

                             CONTRACT DATA CONTINUED ON NEXT PAGE

Page 3D (99)



<PAGE>


                                                   PROCESSING DATE: JUL 10, 1999
                                                   POLICY NO. XX XXX XXX

                             CONTRACT DATA CONTINUED

        AMERICAN CENTURY VARIABLE PORTFOLIO, INC.

          American Century VP Value Fund

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

INITIAL ALLOCATION OF INVESTED PREMIUM AMOUNTS

   High Yield Bond Portfolio          40%
   Money Market Portfolio             60%

================================================================================
                              END OF CONTRACT DATA

Page 3E (99)



<PAGE>


                                                   PROCESSING DATE: JUL 10, 1999
                                                   POLICY NO. XX XXX XXX

                                    TABLE(S)

                                  SEGMENT TABLE

This table is used to compute the charge for sales expenses and the cost of
insurance. See the Charge for Sales Expenses and Cost of Insurance provisions
for details. The information shown below for each segment starts on the
effective date of that segment.

                   SEGMENT,
                   ISSUE AGE, &
EFFECTIVE DATE     RATING CLASS (RC)           SEGMENT ALLOCATION AMOUNT
- --------------------------------------------------------------------------------
Contract Date      $5,000.00 Basic Insurance   $194.85
                   Amount                      changing on JUL 1, 2009 to $0.00.
                   Issue Age 35
                   RC = Preferred

Contract Date      $95,000.00 Rider Coverage   Not applicable.
                   Amount (see the Rider for
                   Flexible Term Insurance
                   Benefit on Life of Insured)
                   Issue Age 35
                   RC = Preferred

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

                         TABLE(S) CONTINUED ON NEXT PAGE

Page 4 (99)



<PAGE>


                                                   PROCESSING DATE: JUL 10, 1999
                                                   POLICY NO. XX XXX XXX

                               TABLE(S) CONTINUED

               TABLE OF MAXIMUM MONTHLY INSURANCE RATES PER $1,000
                             RATING CLASS: PREFERRED

   INSURED'S          MAXIMUM           INSURED'S              MAXIMUM
 ATTAINED AGE*      MONTHLY RATE      ATTAINED AGE*          MONTHLY RATE
================================================================================
      35              0.14417              65                  1.85417
      36              0.15167              66                  2.05167
      37              0.16167              67                  2.26333
      38              0.17250              68                  2.49333
      39              0.18417              69                  2.74833

      40              0.19833              70                  3.03667
      41              0.21333              71                  3.36583
      42              0.22917              72                  3.74583
      43              0.24667              73                  4.17583
      44              0.26583              74                  4.64833

      45              0.28750              75                  5.15333
      46              0.31083              76                  5.68667
      47              0.33583              77                  6.24417
      48              0.36333              78                  6.82917
      49              0.39333              79                  7.46000

      50              0.42750              80                  8.15667
      51              0.46667              81                  8.93750
      52              0.51167              82                  9.81833
      53              0.56333              83                 10.79500
      54              0.62083              84                 11.84833

      55              0.68500              85                 12.95416
      56              0.75500              86                 14.09833
      57              0.82917              87                 15.26333
      58              0.91167              88                 16.44416
      59              1.00417              89                 17.65750

      60              1.10750              90                 18.92083
      61              1.22250              91                 20.26333
      62              1.35500              92                 21.73500
      63              1.50500              93                 23.47917
      64              1.67167              94                 25.81917

                         TABLE(S) CONTINUED ON NEXT PAGE

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<PAGE>


                                                   PROCESSING DATE: JUL 10, 1999
                                                   POLICY NO. XX XXX XXX


   INSURED'S          MAXIMUM           INSURED'S              MAXIMUM
 ATTAINED AGE*      MONTHLY RATE      ATTAINED AGE*          MONTHLY RATE
================================================================================
      95             29.32167             98                  62.09583
      96             35.08250             99 and above        83.33333
      97             45.08333
- --------------------         ---------------------------------------------------


     * For the segment amount(s) effective on the contract date (see Segment
       Table), the Insured's attained age is the issue age found on page 3 plus
       the length of time since the contract date.

       For any segment amount(s) effective after the contract date, the
       Insured's attained age is the issue age of that segment plus the length
       of time since its effective date.

We may charge less than the maximum monthly rates. From time to time, we will
consider the need to change the rates we charge. We describe the factors we use
to determine such changes under General Provisions.

See the Basis of Computation for a description of the basis we use to compute
these rates.

================================================================================
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                                                   PROCESSING DATE: JUL 10, 1999
                                                   POLICY NO. XX XXX XXX

                               TABLE(S) CONTINUED

                          TABLE OF ATTAINED AGE FACTORS

These factors are used to determine your death benefit as described under Death
Benefit Provisions.

These factors apply during each contract year starting on the contract
anniversary.

        CONTRACT                               CONTRACT
          YEAR           FACTORS                 YEAR         FACTORS
================================================================================
           1               2.50                   31            1.20
           2               2.50                   32            1.19
           3               2.50                   33            1.18
           4               2.50                   34            1.17
           5               2.50                   35            1.16

           6               2.50                   36            1.15
           7               2.43                   37            1.13
           8               2.36                   38            1.11
           9               2.29                   39            1.09
          10               2.22                   40            1.07

          11               2.15                   41            1.05
          12               2.09                   42            1.05
          13               2.03                   43            1.05
          14               1.97                   44            1.05
          15               1.91                   45            1.05

          16               1.85                   46            1.05
          17               1.78                   47            1.05
          18               1.71                   48            1.05
          19               1.64                   49            1.05
          20               1.57                   50            1.05

          21               1.50                   51            1.05
          22               1.46                   52            1.05
          23               1.42                   53            1.05
          24               1.38                   54            1.05
          25               1.34                   55            1.05

          26               1.30                   56            1.05
          27               1.28                   57            1.04
          28               1.26                   58            1.03
          29               1.24                   59            1.02
          30               1.22                   60            1.01

                         TABLE(S) CONTINUED ON NEXT PAGE

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                                                   PROCESSING DATE: JUL 10, 1999
                                                   POLICY NO. XX XXX XXX

                               TABLE(S) CONTINUED

        CONTRACT                               CONTRACT
          YEAR           FACTORS                 YEAR         FACTORS
================================================================================
          61               1.00                   64            1.00
          62               1.00                   65            1.00
          63               1.00                   66 and above  1.00

================================================================================
                                 END OF TABLE(S)

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